For all - also future - international and national business transactions with Z-Laser Optoelektronik GmbH, for all deliveries and other items of performance of Z-Laser Optoelektronik GmbH and sales orders the following terms and conditions of sale will be valid; for the validity of these terms and conditions of sale it is not important if an order has been issued or made with technical means, verbally, by phone or in a written way.
Neither contradictory terms of trade of customers, contract parties or other third parties will become content of the contract nor statements, which are in other ways not in conformity with the terms and conditions of sale of Z-Laser Optoelektronik GmbH.
The contract parties in particular accept the simple and extended title retention of Z-LASER Optoelektronik GmbH on objects and goods and also the validity of the German law. As far as the law about long distance sales contracts of June 27th 2000 - always in the latest valid version - claims personal, local or impartial validity, consumers can make use of a 14-days cancellation term for contracts, which have been secured exclusively by means of long distance communication. The cancellation has to be done in written form, on a permanent data storage medium or by completely sending back the not utilized good.

The single conditions of Z-LASER’s general terms and conditions will become part of the contract as follows.

I. General conditions – scope of validity – written form
1. Z-LASER executes all sales, deliveries and other items of performance exclusively in accordance with the subsequent general terms and conditions, however, limited to customers who themselves are (fully qualified or small) merchants if the contract forms part of the operation of the commercial enterprise as well as to legal persons under public law and to public special assets. The general terms and conditions are also applicable to all future business relations even if our general terms and conditions will not have been explicitly agreed again. Employers in the legal sense of these conditions are natural or legal persons or companies having legal capacities, which perform within the terms of their commercial or self-employed business when taking out legal transactions.
2. Other general terms and conditions of buyers do not become part of the contract. This can only be the case if Z-LASER explicitly agrees to these conditions in a written form.
3. All agreements, including ancillary agreements and supplements, require a written form or the explicit written confirmation by Z-LASER. If sales employees of Z-LASER conclude verbal ancillary agreements or make verbal promises which go beyond the content of the written contract, this must always be confirmed in written form by Z-LASER. According to these general terms and conditions the written form can be replaced by the electronic form in accordance with § 126a of the German Civil Code.

II. Offer, conclusion of contract and contract documents / registered rights
1. The offers of sellers are always without engagement. Z-LASER reserves the right to carry out technical changes as well as changes in shape, colour and/or weight within the bounds of what is reasonable.
2. Confirmed orders are only binding for the seller when a written confirmation has been sent back by the seller. In case of a fast execution of the order the delivery note or the invoice can as well function as the confirmation of order.                  
3. Samples are only supplied against remuneration if nothing to the contrary has been agreed.
4. The rights of ownership and copyrights in images, drawings and other offer documentation remain with the seller. Without the sellers permission it is not allowed to make these documents or information accessible to third persons. Furthermore these documents have to be sent back to the seller immediately on request. If the buyer receives goods which are manufactured according to drawings, samples or other information of the buyer, and which violate the legal rights of third persons, then the buyer is obliged to release Z-LASER from any legal claims

III. Prices and conditions of payment
1. The prices stated in the order confirmation of sellers are applicable. Our prices are valid - if nothing to the contrary has been agreed - ex works plus the respective, legally applicable value added tax. The cost of packaging, shipping, taxes, in- and export fees, postage, and transport insurances concluded upon the request of customers are borne by customers.
2. For deliveries due later than 4 months after the conclusion of the contract, price increases are permitted if they have been caused by changes in price-forming factors which occurred unforeseen after the conclusion of contract; the amount of the price increase must be justified by the change in price-forming factors and must be indicated to contractual partners within an appropriate period of time.
3. All invoices have to be paid within 10 days after receipt of the goods without deduction; at the end of this period of time the buyer gets in late payment automatically without a further reminder. Any kind of discounts are only granted according to a written agreement.
4. If the net price of the order exceeds € 15.000,-- , the following payment conditions become valid:
33% after receipt of the order of confirmation, 33% at delivery and 34% 20 days after the date of invoice.
5. Cheques and bills of exchange are provisionally accepted but are only fully accepted after their unreserved cashing of the full amount of the credit. Risks of the loss of the cheques by mail have to be taken by the buyer.
6. The seller can charge the buyer a prepayment of a reasonable amount within a certain period of time if the seller has reason to believe that the economic conditions of the buyer might get worse due to conditions occurring or becoming known subsequently. The seller can refuse its service until its claims are granted. It also has the right to withdraw from the agreements and to claim for compensation if the agreement is not fulfilled, if the buyer refuses the prepayment or if the given time limit has run out.
7. The buyer has to pay an interest rate on the debt which is 8% over the basic interest rate when there is a delay in payment. The seller reserves the right to prove that there is a higher damage due to the delay and to assert this claim.
8. The buyer has the right to set his claims off against the claims of the seller if his claims are legally confirmed, if the seller accepts them and if both claims are based on the same legal basis.

IV. Delivery, delay and disposal
1. Agreements on delivery are to be in written form. Delivery dates stated by us are target dates, if there is no other written definite agreement on the date made by Z-Laser. Periods of delivery commence with the date of our order confirmation. However, all technical and other details of the agreement have to be agreed on first, the buyer has to provide all necessary documents and he has to put down an agreed prepayment. 
2. Partial deliveries are admissible in an acceptable range.  Z-Laser can demand interim payment for that of an acceptable amount.
3. 4 weeks after the expiry of a date of delivery without obligation or of a period of delivery without obligation, the buyer may request the seller in written form to deliver within an appropriate period of time. If the seller does not deliver within this period they will be in delay by the reminder.
4. All obligations to deliver are subject to the correct and timely delivery by the supplier of the seller. This will only be valid in case the seller is not responsible for the non-delivery, especially in case of a congruent hedging transaction.
5. In case of force majeure or other unforeseeable and extraordinary circumstances arising through no fault of the seller, e.g. in case of difficulties in the procurement of materials, plant interruptions, strikes (also at the operation of third parties), lockout, lack of means of transport, interventions of the authorities, difficulties in energy supply, etc. - even if they occur at the suppliers' - the period of delivery is extended by the period required for the elimination of the reason of impairment and an appropriate start-up period, if sellers are impeded in the timely compliance with their obligations. The seller tells the buyer as soon as possible about beginning and end of such disturbances. Should the circumstances mentioned make the delivery or performance impossible or unreasonable, sellers shall be relieved of their obligation to deliver. If the delay in delivery lasts more than 2 months buyers are entitled to withdraw from the contract. Should the period of delivery be prolonged or should sellers be relieved from their obligation to deliver buyers may not deduce any claims for damages from this fact.
6. The seller is not liable to delays caused by his own suppliers, but is obliged to transfer possible claims against the suppliers to the buyer.
7. The amount of damages due to delayed performance to be compensated is limited to 10 % of the net order value of deliveries and performance affected by the delay. The liability of sellers, their legal representatives and persons employed in performing their obligations because of intention and gross negligence is not affected by this.
8. The customer and user of our laser tools alone is responsible for the disposal of the devices when not using them anymore.

V. Shipment and passage of risk
1. The place of performance and fulfilment for the contractual duties of the seller is its operational facility.
2. Shipment of goods is exclusively effected upon the request of the buyer. If nothing else has been agreed the route and means of shipment are at the discretion of the buyer.
3. The risk of property, price and delay passes, in any case, at that point of time to the buyer at which the goods are handed over to the forwarding agent or carrier or any other person or body charged with the execution of the shipment by the buyer. If the goods are ready for shipment and their shipment or collection is delayed for reasons for which sellers are not responsible, the risk of property, price and delay passes to buyers already upon the receipt of the advice of readiness for shipment.
4. The seller is liable for improper packaging only in case of their own gross negligence as well as the gross negligence of their legal representatives or persons employed in performing their obligations

VI. Property reservations
1. The seller reserves the right of ownership (goods subject to reservation) in all goods supplied by him until payment of the total outstanding accounts from the business relationship. This is also applicable if the purchase price has been paid for certain deliveries of goods indicated by the buyer since the reserved ownership serves securing the balance of our outstanding accounts. The buyer is obliged to treat the goods belonging to the seller carefully.
2. Processing of goods subject to reservation is done on behalf of the seller without accruing liabilities for these by doing so. Should buyers combine, mix, blend or process goods subject to reservation with other goods or should they restructure them they already now assign their right of ownership or joint ownership in the new item to the seller and keep the item with professional care for the same. The new goods are insofar deemed to be goods subject to reservation in the sense of these conditions.
3. Customers may dispose of the goods subject to reservation owned by sellers only within the regular course of business. Other disposals, particularly pledging and transfer of ownership by way of security, of the goods subject to reservation are not permitted. Already upon the conclusion of the purchase contract between them an sellers, buyers assign the receivables from their customers due to them from disposal or another legal reason, with all auxiliary rights, as a security up to the amount of the open purchase price. Buyers are entitled to collect the assigned receivables within the proper course of business – within the bounds of the regulations following in paragraph 4.
4. The authority of buyers for the disposal of the goods subject to reservation as well as for processing, restructuring, mixing and blending, furthermore for the collection of assigned receivables, lapses upon non-compliance with the payment terms, in case of unauthorised disposals and once insolvency proceedings have been filed against buyers. In this case, sellers are entitled to take possession of the goods subject to reservation immediately and to demand the transferred claims on its own.
5. If required by the buyer, the seller is obliged  to release or return the surpassing securities of its own choice, if the realizable complete value of the securities (reserved property plus transferred claims) exceeds the open complete claims of the seller about more than 10%.

VII. Complaints, warranty, liability, statutory limitation
1. The buyer has to examine deliveries of the seller carefully and immediately for defects, missing quantities, etc. and to supply a written detailed report, latest within two weeks after the goods have been handed over or delivered. If a defect already existing upon delivery (hidden defect) becomes apparent only at a later stage this has to be reported in writing immediately in the same way after its discovery, latest within two weeks. The buyer has the burden of proof for all conditions for claims, particularly for the defect itself, for the point of time it is stated and for reporting the complaint on time.
2. The buyer loses all warranty claims if he improperly installs, stores or treats the goods supplied by the user unless he proves that this was not the cause for the defect complained about.
3. In case of a justified complaint, sellers perform, at their discretion, rework or replacement.
4. If a defect has not been rectified by rework or replacement within an appropriate period of time buyers may demand, at their discretion, a reduction of the purchase price or the cancellation of the contract. If there is only a minor adversity of the contract, especially when there is only a trivial defect, the buyer has no right of withdrawal.
5. As features of the goods only apply the ones of the product information by the seller. Public comments, statements or advertising by the seller do not apply as a characterization of the goods within the regulations of the agreement.
6. If the customer chooses to withdraw from the contract due to a legal or material defect after the seller has failed to remove the defect for a first time, he has no other right of compensation. If the buyer wants compensation after a failed repair the goods stay with him if this is reasonable for him. Compensation is limited to the difference between purchase price and value of the defective goods. This regulation will not apply if the seller has caused the violation of the contract maliciously.
7. The period of warranty is one year from the delivery of the goods.
8. If the buyer receives incorrect instructions for the mounting, the seller is only obliged to send a correct one, but only if the fault in the instructions leads to an improper mounting of the device.
9. The buyer gets no warranties in the legal sense by the seller. Claims under the product liability law are unaffected by this.

Vlll. Restrictions of the liability
1. The seller is not liable for violations of the contract caused by slight negligence, only if it is an essential contract duty (cardinal duty) or if the confidentiality of the contract has been violated. When there is only a slight violation of the duties due to negligence, the liability of the seller is restricted to the average damage which is – depending on the type of goods- predictable, typical for the agreement and immediate. Same consequences apply for slight violations of the duty due to negligence caused by the legal representatives and agents.
2. The preceding liability restrictions do not touch the buyer’s claims from product liability. They do also not apply for damages of body and health the seller is to blamed for or for the loss of life.
3. Liability claims of the buyer due to defects come under the statute of limitations one year after the delivery of the goods. This will not be the case if the seller has acted with malice.

lX. Concluding regulations
1. This contract is subject to the German law. The UN agreement concerning contracts in respect of the international purchase of goods is not applicable.
2. If the customer is merchant, legal person under public law or under public special assets, the place of jurisdiction for disputes, also as far as they concern the effectiveness of the contract or these general terms and condition, is the domicile of Z-Laser GmbH. The same conditions apply if the buyer has no general place of jurisdiction in Germany or if his (usual) place of residence is not known at the time of the preferral of charges.
3. Should individual contractual provisions be or become completely or partly ineffective this neither affects the validity of the other provisions nor the effectiveness of the contract. The complete or partly regulation should be replaced by a regulation which comes in its economic success as close as possible to the ineffective regulation.