TERMS OF SALES, DELIVERY AND PAYMENT OF THE DILAS DIODEN NLASER GMBH

Validity of these term and closing of contract: ms 1. All tenders, agreem ments, deliveries and performance shall be carried out exclues sively based upon, and in accordance with, the follow provisions. Unless other, wing wise agreed, these provisions shall also apply for deliv e veries to a foreign country and for all future busine transactions. Any deviating ter of the ordering party shall ess rms not apply, unless w have expressly confirmed them in writing. we 2. In order to the valid all agreements and orders as we as any subsequent changes d, ell thereof require our written confirmation to be valid. 3. Our offers shall be under the proviso that fulfilment is not being restricted by EUe and US export control regulations (e.g. embarg gos, sanctions lists, license requirement). You shall provide all information and d documentation needed for the export/ domestic s shipment/ import. Delays caused b export checks or licensing by procedures shall o override any lead times or deadlin stipulated. If any required nes licenses for certain items cannot be obtained or an other embargo restrictions ny apply, this offer is void and any subsequent contrac shall be considered as not ct ng of concluded regardin the items in question; because o this and of above mentioned transgression of de eadlines, any claims for damages s shall be excluded unless such damage is caused by an intentional or grossly neglige breach of duty of DILAS. ent Offer documents, co opyright: ership rights and copyrights to all d documentation connected with We reserve the owne the offer. The docume entation may not be made available to any third party without our e prior written consent. The documentation shall be returned to us immediately upon request if an order is not placed with us. The developm work and designs for the ment construction of laser systems and other products shall remain our intellectual rs, property, and the orde ering party may neither make them available to third parties nor m utilize them for his ow purposes. The ordering party is obligated to maintain strict wn confidentiality even if h does not place an order. he Prices and payment: 1. All prices are ex-w works and quoted in Euros in each instance thereof plus value added tax as respe ectively required by law, as well as costs for packaging, loading, s shipping, transportation insurance, customs and hand dling costs. Our list prices valid very s on the day of deliv shall apply if a fixed price has not been agreed. Payments are to be made free of any bank fees or other charges e s. 2. The ordering party shall bear the costs of any change in prices agreed in a foreign es currency or in exch hanging the Euro that arise after clo osing of contract. 3. Payments shall so olely be made to us. Non-cash pa ayments are only deemed as performed in full w when the sum is credited to our ba account. Representatives ank and travelling employees of our company are not auth horized to accept money. Bills of exchange shall only be accepted as performance of payment by special agreement and on the c condition that they are eligible for discount. Discount expenses shall be charged c commencing on the date that the in nvoiced amount becomes due, onwards. 4. Unless otherwise a agreed, invoices shall be paid net w within 15 days from the date of invoice. We reserve the right to make deliveries condit e tional upon advance payment, cash payment or c c.o.d., especially in instances of firs orders or outstanding overst due payments. Spa parts and other deliveries relate to repairs, including service are ed and maintenance, shall be paid in full immediately afte delivery. er 5. In any event, our c claims for payment shall become d for immediate payment if due the ordering party becomes insolvent, if bankruptc proceedings are instituted y cy against his assets o if his company is sold or comes u or under new ownership. 6. If the ordering part enters into default on a payment or partial payment, then each ty respective outstand payment shall accrue interest at a rate 8 % above the base ding interest rate in com mpliance with 1 of the Discount Rate Transitory Law (DG), t insofar as we cann furnish evidence of higher damages. not 7. The ordering party is not entitled to offset or reduce p y payments or to assert rights of retention unless hiis claims have been legally establiished by a final judgement or are undisputed. 8. In those instances stated under No. 5 above and in other circumstances that s become known af the closing of contract, which considerably jeopardize the fter h ordering partys ab bility to legally fulfil the contract, w shall be able to demand a we reasonable advanc payment, the sum of which not agreed prior to any such ince t stance or circumst tance, or to reasonably increase the amount of an advance payment already agree or to demand furnishing of collat ed teral for the amount of respective outstanding debts. We shall be entitled to res scind the contract or demand damages in the ev vent that the ordering party fails t meet our demand, despite to stipulation of a reas sonable time period for compliance of the contract. 9. Permissible partial shipment may be invoiced. Transfer of risk, disp patch, freight: 1. If goods are dispatched to the ordering party at h request, then the risk of his ng he accidental perishin or accidental deterioration of th goods shall transfer to the ordering party whe the goods are surrendered to th authorized shipping agent. en he This shall also app for partial deliveries, regardless o whether shipment is carried ply of out from the place of performance and regardless of who bears the freight costs. If the goods are read for dispatch, and dispatch or ac dy cceptance of the goods is delayed on grounds for which we are not responsible, then risk shall transfer to the ordering party when notice is received that the goods are ready for dispatch. 2. Shipments can be insured by u at the expense of the ordering pa insofar as the us arty, ordering party has not provide evidence of insurance coverage within 5 days, at ed the latest, following our notice t the goods are ready for dispatc or the ordering that ch, party expressly states that he w waives insurance. 3. If delivery with mounting and in nstallation has been agreed upon, t risk of loss will the pass to the ordering party afte the goods mounted and installed at the orderers er d company, or, if agreed upon, after the products have successfully passed a trials s run. Likewise, the risk will pass to the ordering party if the latter is responsible for a delay with respect to either on of the following: sending, delive the beginning ne ery, and completion of a products mounting and installation, the a s acceptance at the orderers company or the trial run. Retention of ownership: our been effected with 1. Delivered goods shall remain o property until full payment has b respect to all claims arising fro the supply agreement, and any outstanding curom y rent account balances. We sh be entitled to take back the re hall elevant, delivered goods, if the ordering party is in default on payment or has comm mitted other, nonminor, violations of his contract obligations. Taking back the de tual elivered goods will be tantamount to a withdrawal from the contract. As a matter of fact, after taking f back the product we will be e entitled to subsequently sell them. After having deducted the expenditures incurr in connection with said realiza red ation process, the realization proceeds will be set off against the debts of the ordering party. g 2. As long as the retention of tit is effective, the ordering party is not entitled to tle pledge or assign as security the goods acquired under retention of title. The orderer e f is entitled to re-sell the goods only in the ordinary course of b s business and only under the following condition: should the orderer resell the deliv vered goods to a reseller, the latter needs to be paid by his customer in turn or the latter reseller e retains the ownership of the pr roduct until the customer has comp pletely fulfilled the payment obligations. 3. The ordering party hereby assig to us any claims arising from th resale of goods gns he resold under reservation of title Should there be any other claim the claim reline. ms, quished to us shall have prior and be satisfied first. The orderer is entitled to rity collect claims arising from the resale of goods resold under reser rvation of title only for as long as he is not into de efault in fulfilling his of title obligatio vis--vis us or ons does not sustain financial colla apse. If the goods acquired under re eservation are resold together with other produ the orderer will give priority to our claim and ucts relinquish to us that portion of his total claim (arising from said s f sale) which corresponds to the sum he has bee invoiced by us. The ordering pa is required, at en arty our request, to provide us with information necessary to collect the assigned claims, e to surrender required documents to us and to inform the debtor of the assignment. 4. The ordering party shall perf form any handling and processin whatsoever of ng retained goods for us without a obligations arising for us from t same. If delivany the ered goods are processed, combined, mixed or blended with oth goods that do her not belong to us, then we are e entitled to co-ownership of the new goods commenw surate with the value of our ret tained goods to the value of other processed goods, which they possess at the time of processing, combining, mixing or blending. uire Should the ordering party acqu sole ownership of new goods, then the contracting parties hereby agree that t ordering party shall grant to us co-ownership in the s the new goods commensurate with the value of our retained goods in any such new s goods, which they possess at the time of processing, combining, mixing or blending, and that the ordering par shall keep our proportionate share in said new rty goods in safe custody for us free of charge. If retained goods ar resold together re recisely regardless of combining, m mixing or blending, with other goods, and more pr then the aforementioned advan assignment, as agreed above, shall solely apply nce to the amount of the value of re etained goods that are resold toget with the other ther goods. 5. As collateral for our claims aga ainst him, the ordering party shall also assign to us his claims against third parties arising from linking the delivered goods or delivs ered goods as processed, com mbined, mixed or blended, where appropriate to real estate. 6. The ordering party is required to inform us immediately of any att tachment, seizure ment procedures or dispositions of third parties conor any other judicial enforcem cerning the reserved goods or the claims assigned in advance an to surrender to nd us all documentation necessary for intervention. y 7. In the event that the realizab value of the aforementioned c ble collateral exceeds secured claims by more than 1 %, then we are obligated, at the ordering partys 10 request, to release an appropriiate portion of the collateral we hold selection of the d; collateral to be released shall b our responsibility. be Delivery dates: 1. Correct and punctual self-delive is reserved. ery 2. Any agreed delivery dates sha be deemed adhered to if the go all oods have left the plant or warehouse on such da or if notice has been given that goods are ready ate t for dispatch, or where pre-acc ceptance is preformed by or on t delivery date. the Partial deliveries are permissib The delivery date shall extend for a reasonable ble. period, if the ordering party faills to furnish in due time the docum mentation, permits, work-pieces, devices or any ot performances he is obliged to provide, or in the ther event of unforeseeable, extrao ordinary events that can not be av verted despite required and reasonable due dilig gence exercised under given conditions, such as, for e, ns, export example interruptions in business operation strikes and lockouts, import or e bans, no on-issue or revocation of permits or other measures instituted by authorities; this shall also apply if one of the aforementioned occurrences happens to a supplier her party is in default on performing ag greed or anoth manufacturer. If the ordering p partial pa ayments, then the delivery date sha commensurately extend. all Compositio on: Unless othe erwise agreed, during the warranty period our products render the de efined technical performance in a period up to 10 hours of operation, not excee 000 eding 500.000 On n-Off-Cycles. A warranty of durability is not involved. y Warranty: 1. If the performance we render is defective, in ncluding the absence of the compo osition agreed upon, then we shall, at our own dis u scretion, supply replacement delive or ery rectify our original delivery. In this regard, we shall be granted no less than two , n attempts to perform replacement or rectifica s ation. If replacement delivery or rec ctification of our original delivery fails, then the o ordering party can, at his own discre etion, either rescind the contract or demand a reduction in price. 2. Unless the obvious defects of our goods are in our performances are reported to us e ately in writing, (i.e., within 14 days after delivery at the latest).and the d immedia hidden defects are reported to us in writing promptly upon their discoveries all and d g any of th ordering partys rights to performa he ances under warranty shall be exclu uded. 3. We are not liable for damages that arise outside our scope of performance and e influence through improper utilization or treatment, erroneous installation and e n operation by the ordering party or any third parties, natural wear and tear, ina appropriate op perating materials, replacement mat terials, electrical or chemical affects s. 4. Our written order confirmations and the do ocuments referred to therein are e exclusively au uthoritative for the scope of our d deliveries and performances. Tech hnical information regarding the delivered goods including illustrations, drawings and s, s specifications requested by the ord dering application reports as well as any weight s party do not in the meaning of 443 BGB constitute any guaranty with respe to ect quality. We provide no guarantee for adher W rence to foreign packaging and cus stoms regulatio We reserve the right to make technical improvements, also without ons. e notifying the customer of the same or harmo onizing them with the customer. 5. The warranty period is 12 months. The warranty period commences with delive of ery the good to the ordering party. ds 6. All furthe claims of the ordering party are e er excluded, especially claims for dam mages which do not occur to the delivered good themselves. This shall not app in ds ply ulpable violation of important contra actual instances of intent or gross negligence or cu obligations. In the event of culpable violatiion of important contractual obligations, we shall solely assume liability for damages that are typical for contracts and could s asonably been foreseen except in instances of intent or gross neglige n ence. have rea The exclusion of liability shall not apply to guarantees with respect to quality, provided that the was specifically intended to safeguard the ordering party ag o gainst damages. if the warranty with respect to quality be missing . Moreover, the e exclusion of liability shall not apply in instances w where liability is assumed, under pro oduct liability la for personal injury or property d aw, damage at or on privately utilized ob bjects in the ev of defects in the delivered good vent d. Industrial property Rights and Copyright: p 1. For obje manufactured in compliance w information provided by the ord ects with dering party, the ordering party shall assume warra for the fact that proprietary rights of anty rties are not violated by manufactu uring and operating any such objec In cts. third par the latter case the ordering party releases us from all claims of third parties b based tion on violat of proprietary rights. 2. If third parties assert any claim against the orderer which arise from the violatiion of industria property rights with respect to the goods we delivered, and the claim has al e m been ascertained by a court to be valid o was accept by us legitimate, we shall or take eith one of the following steps, which we deem appropriate and for whic we her h ch shall bea the costs: ar a) pr rocure a license for the ordering party or g b) alter the product accordingly and f free of charge or eplace the respective product by one that is not covered by indu ustrial c) re property rights, or Should the aforementioned steps not be feasible or should they be excess t sively expensiv (so that they cannot be reason ve nably requested), we will take bac the ck goods and refund the orderer according a gly. Unless we have intentionally or grossly negligently violated industrial property rights w any claim in excess of the aforementioned c m claim are excluded. In that case we shall e not be lia for more than the price of the d able delivered product. 3. Claims that arise from the violation of industrial property rights, and tha are at d uled out in the following instances: asserted by the ordering party are ru If (and to the extent that) the ordering par is responsible for the violation o the rty of industria property right; al if said violation has been the outcome of s specific directions given by the ord dering party; if said violation was the outcome of a certain product application which we could not n foresee; if said violation was due to the fact that the orderer or third parties altered the v products we delivered or if said violation is due to the fact that the orderer or third s s r parties applied (used said products together with other products we did not deliver. d) Moreover, the ordering party might not assert any claim against us that arise from ms an industrial rights violation if such claims are due to the fact that the ordering party e uses or sells product after having been informed that the use or sale of the prodts ucts will violate the in ndustrial rights of third parties. 4. Any additional claim that might arise from industrial p m property rights violation are ruled out. The follow liability regulations remain un wing naffected by the aforementioned and so does th orderering partys right to withdra from the contract. he aw Redemption obligation pursuant to the German Electric and Electronics n cal Equipment Act (Elektro oG): As far as the Electrical and Electronics Equipment Act prov a vides or implies an obligation for taking back or dispos of supplied products by the manufacturer, the following sing terms apply: 1. The customer accept the obligation to properly dispose of the supplied goods after ts e use, in accordance with the statutory provisions and at it own expense. w ts 2. The customer shall release the supplier from its obligations pursuant to Sec. 10 (2) r Electrical and Electr ronics Equipment Act (Manufacturer's redemption obligation), and thus from any related third-party claims. 3. The customer shall bind third-party businesses to which it supplies the delivered after goods by contract to properly dispose of these goods a use, in accordance with ons, , the statutory provisio and in case they are sold on, to bind the receiving party accordingly. t supplies the delivered goods 4. If the customer fails to bind any third party to which he s by contract to proper dispose of these and to bind any receiving party accordingly, rly y the customer shall be obliged to take back the delivered goods after use and to b dispose of them in ac ccordance with the statutory provisio at its own expense. on 5. The manufacturer's entitlement to be released from his redemption obligations by e s the customer shall ex xpire no sooner than two years from the definite termination of m use of the device. Th two-year delay will begin no soo than the day the manuhis oner facturer receives a written notice from the customer confirming the end of use. w Liability: Apart from the claims granted to the ordering party under these provisions, the ordering party shall hav no further claims to compensatio and especially no claims ve on, to compensation due to delays in deliveries, frustration of contract, violations of t n obligations at conclusion of contract as well as tortious act This exclusion of liability n ts. shall not apply in instan nces of intent or gross negligence, or violation of an important contractual obligation or occurrence of personal injury th should have been preo hat vented by the violated obligation. For all remaining purposes, liability is limited to foreseeable damages ty ypical for contracts, insofar as the damages are not intenese tional or caused by gros negligence. Furthermore, this exclusion of liability shall not ss apply in instances wher liability is assumed, under produ liability law, for personal re uct injury or property damage at or on privately utilized object in the event of defects in ts the delivered good. Compensation upon ca ancellation of contract: If an order is cancelled for a reason for which the ordering party is responsible, then the ordering party is req quired to pay us 25 % of the net value of the cancelled order as compensation; notwithst tanding possible assertion of claims for higher actual damages. s The ordering party has the right to proof that the value of loss is lower than 25 %. t Saving clause: If any of the provisions of these terms are or become par rtially or wholly invalid, then this shall not affect the validity of the contract as a whole and the remaining terms of sale, delivery and payment. In this case, the parties are obligated to replace the invalid or infeasible terms or co ontractual provisions with agreements that come closest to the intended purpose of the original term or provision being rep placed. Place of performance, venue of courts and applicable la aw: 1. Mainz shall constitut the sole venue of courts for all disputes arising directly or te indirectly from the contractual relationship, insofar as ordering parties pertain to c legal entities under public law or to special funds unde public law or to businessp er men except for businessmen whose operations, purs suant to the kind and scope thereof, do not have to be established as a full business operation. The site (headquarters or branch of ffice) stated on our order confirmation shall constitute the place of performance for businessmen or other persons as defined under the first senb tence of this provision. 2. The contractual relat tionship is subject to German law in all cases, in particular the German Civil Code (BGB) and the German Commercia Code (HGB), under exclu( al sion of all conflicting laws and the Vienna version of the UN Convention on Cong tracts for the Internat tional Sale of Good (CISG). DILAS Diodenlase GmbH er Galileo-Galilei-Strasse 10 D-55129 MAINZ M Germany phone: e-mail:
Index: V0026-03-V

+49-(0)-6131-9226-0 fax: +49-(0) + )-6131-9226-253 sales@dilas.de web: www.dilas.de

nderungs-Nr.: 11/01/08 Freigabe 18.01.11 J. Neukum Seite: 2 von 2

Herausgeber: Vertrieb