GTC

Standard Terms and Conditions of Business for products, services and deliveries of Visatec Gesellschaft für visuelle Inspektionsanlagen mbh
( visatec GmbH – Gewerbepark 7 – 87477 Sulzberg, Germany )
– Status: July 2017 –
1. General provisions
1.1 These Standard Terms and Conditions of Business apply to deliveries and/or services (hereinafter referred to as “deliveries”)
of Visatec Gesellschaft für visuelle Inspektionsanlagen mbH (“VISATEC”). Any conflicting or different standard terms and
conditions of business of the customer shall not be included in the contract, unless VISATEC has given its express written
confirmation that they will apply.
1.2 VISATEC reserves the rights of ownership and exploitation rights under copyright law in respect of cost estimates, service
descriptions, written offers, drawings and other documents of VISATEC relating to the deliveries (hereinafter referred to as
“documents”). The documents are confidential and may be made available to third parties only subject to the prior consent of
VISATEC. The documents shall be returned immediately at the request of VISATEC.
1.3 Unless agreed otherwise in the order, the place of performance shall be the domicile of VISATEC. VISATEC shall be allowed
to use third parties as subcontractors for the purpose of providing the services.
1.4 VISATEC shall provide the services solely for the customer in accordance with the standards and generally acknowledged
state of the art applicable in Germany. Third parties shall be included in the scope of protection/services provided by
VISATEC only if this has expressly been agreed contractually.
1.5 The customer shall provide VISATEC with all the information and documents required to execute the order, in full, on time and
free of charge. The customer shall provide the object/area to be tested or examined in such a way that it is ready to be tested,
can be accessed without aids, has the necessary media connections and is operable and shall, if applicable, ensure that the
employees of VISATEC have the necessary protective clothing.
1.6 Without being requested to do so, the customer shall point out any previous damage, modifications, faults and other features
of the contractual object of relevance to provision of the service and of which it is aware before the contractual service is
performed.
1.7 The customer shall carry out all the necessary preparatory activities under its own responsibility and free of charge; it can
obtain the necessary information upon request. If helpers or aids are required to carry out contractual services (such as for
using machinery, vehicles, lifting platforms, media and the like), they shall be provided and operated by the customer free of
charge.
1.8 If the contractual services are not to be provided at the domicile of VISATEC, the customer shall ensure that all private and
official approvals/permits required to provide the services at the place of performance have been obtained (e.g. access to the
place of performance, use of equipment, entry to the company premises).
1.9 If, at the request of the ordering party, shipment or delivery of the delivery is delayed by more than one month after notification
that it is ready for shipment, VISATEC can charge storage costs of 0.5% of the agreed net remuneration for each commenced
month. The parties have the right to prove that the storage costs are higher or lower.
2. Remuneration and terms of payment
2.1 The prices shall be ex works, in net without deduction, and excluding packaging and shipping; statutory value-added tax at
the applicable rate shall be payable on top of them.
2.2 If VISATEC has undertaken to install or assemble the deliveries at a different location to the place of performance, the
ordering party shall not only pay the agreed remuneration, but all necessary ancillary costs such as travel/accommodation
expenses for personnel, as well as the costs of transporting the delivery, tools of the trade and the personal luggage of
employees of VISATEC.
2.3 If technical and/or statutory regulations/standards of relevance to the scope of the services change after the contract has
been concluded, the agreed remuneration based on that quoted by VISATEC in its offer shall be adjusted taking into account
the extra/lower costs resulting from the change.
2.4 Offsetting with non-synallagmatic (mutual) counterclaims shall not be permissible, unless they are not in dispute or have been
ruled on finally and conclusively as being justified by a court of law. The same shall apply to any right of the customer to
withhold the remuneration to be paid.
2.5 VISATEC shall be authorised to demand advance payments in exchange for provision of security to a corresponding amount.
VISATEC may demand payments on account for the partial services it has provided.
2.6 In the case of cross-border payments, the customer shall bear all charges/contributions/outlays as a result of the payment
transaction.
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3. Reservation of ownership
3.1 The physical subject matters of the deliveries (objects) and, if applicable, any rights to be contractually transferred (retained
goods) shall remain the property of VISATEC until the agreed remuneration has been paid in full. This shall not apply if the
ordering party provides VISATEC with security in the form of a directly enforceable guarantee from a bank admitted to trading
in Germany to the amount of the outstanding remuneration.
3.2 The ordering party shall immediately notify VISATEC of any attachment, impounding or other disposal or seizure of deliveries
by a third party.
3.3 Unless otherwise agreed contractually, the deliveries shall not be used until the agreed remuneration has been paid in full.
3.4 The ordering party shall safeguard the deliveries against access or seizure by an unauthorised third party until the agreed
remuneration has been paid in full. The deliveries shall be indicated as not belonging to the ordering party in this respect.
4. Passage of risk
4.1 The risk of accidental damage or loss of the delivery or impossibility of delivery shall pass to the ordering party as follows:
a) In the case of deliveries not including installation or assembly: as soon as the delivery has been shipped off or has
been provided for collection at the agreed place and at the agreed time.
b) In the case of deliveries including installation or assembly: risk for the parts to be installed/assembled shall pass to
the ordering party when they have been handed over to the ordering party or delivered to the agreed place of
installation/assembly, whichever is earlier.
4.2 If the ordering party is in delay in taking delivery, the risk of accidental damage or loss of the delivery or impossibility of
delivery shall pass to the ordering party.
5. Rights of the ordering party in the event of defects and liability
5.1 The warranty period shall be one year after the start of the statutory period of limitation, unless VISATEC has concealed the
defect with intent to deceive.
5.2 A service of VISATEC that can be accepted shall be deemed to have been accepted no later than upon instruction of
unconditional payment on the final invoice, unless the ordering party objects to acceptance by then. Partial acceptance can be
demanded for self-contained partial services. Such acceptance shall be regarded as having been performed upon payment of
the invoices on account for such partial services. Section 646 of the German Civil Code (BGB) shall remain unaffected.
5.3 The place of performance for warranty claims shall be the domicile of VISATEC in the case of defects in the (partial) services
that are covered by a warranty and are provided at VISATEC’s domicile. Otherwise, it shall be the place where the defective
service was provided.
5.4 VISATEC’s liability for any damage to property and economic loss shall be limited to an amount of € 500,000.00 for each
breach of duty. This limitation shall not apply to injury to persons and damage for which VISATEC is responsible and has
been caused by wilful intent or gross negligence. Liability on the part of VISATEC’s employees shall be limited to the same
extent.
5.5 If third parties are included by the ordering party in the scope of protection of the services/deliveries provided by VISATEC,
the ordering party shall inform them of the extent of VISATEC’s limitation to liability and agree a limitation of liability with them
to at least the same extent.
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6. Industrial property rights and copyrights
6.1 If results/products that are subject to copyright (e.g. expert reports, test results, calculations) exist or are created when the
order is carried out, VISATEC shall grant the customer a simple, non-exclusive, non-assignable and non-sublicensable right to
use them, if this is required for the purpose of the contract.
6.2 If a third party asserts justified claims against the ordering party due to infringement of an industrial property right or copyright
(hereinafter referred to as “proprietary rights”) by products that are supplied by VISATEC and are used in compliance with the
contract, VISATEC shall be liable to the ordering party as follows:
a) VISATEC shall – at its choice and at its expense – either obtain a right to use the product, modify the product so that
the proprietary right is not infringed, or replace the product with an adequate one. If VISATEC is not able to do so at
reasonable terms and conditions, it shall take back the product and refund the purchase price.
b) The above obligations on the part of VISATEC shall apply only if the ordering party has given VISATEC immediate
written notification of the claims asserted by the third party, does not acknowledge an infringement and VISATEC is
enabled to take all measures to defend against the claims and negotiate a settlement. If the ordering party stops
using the product so as to reduce damages or for other important reasons, it shall be obliged to point out to the third
party that the fact that it has stopped using the product does not constitute acknowledgement that a proprietary right
has been infringed.
6.3 Claims of the ordering party shall be excluded if and insofar as it is responsible for the infringement of the proprietary right.
Claims of the ordering party shall also be excluded if the infringement of the proprietary right is caused by special stipulations
by the ordering party, a use that could not be foreseen by VISATEC or by the delivery being modified by the ordering party or
being used together with products/processes not supplied by VISATEC.
6.4 Further claims against VISATEC shall be excluded.
7. Export regulations
7.1 In the case of cross-border resale and/or any type of provision for use of deliveries from VISATEC to third parties, the
customer shall be obliged to inform itself of any relevant import and export restrictions, comply with them and, if necessary,
obtain an export permit from the Federal Office for Economic Affairs and Export Control (BAFA) at its own expense and risk
prior to export. In addition, the customer must comply with the (re-)export regulations of the United States of America.
7.2 Goods that require an export licence are subject to the current version of the EC Dual-Use Regulation; the customer must
ensure compliance with it.
7.3 VISATEC shall not warrant that an export permit is granted or that VISATEC products are allowed to be exported and/or
imported.
7.4 VISATEC’s deliveries may contain U.S. components and/or parts made in other countries. This may make it necessary to
comply with U.S. import/export regulations or those of other counties; the customer must ensure compliance with them.
7.5 If necessary as part of export control checks, the customer shall provide VISATEC – immediately and without being requested
to do so – with all necessary information, in particular on intermediaries, the final recipient, the final whereabouts and the
intended use of the delivery.
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8. Operation of laser equipment
The German “Occupational Safety Regulations on Artificial Optical Radiation” – OstrV – should be consulted for VISATEC
laser equipment. The following is set out in Section 5 OStrV:
Section 5 skilled persons, laser safety officer
(1. The employer must ensure that the hazard assessment, the measurements and the calculations are only carried out by
skilled persons. If the employer does not have the corresponding expertise itself, it must obtain expert advice.
(2) If the employer does not have the corresponding expertise itself, the employer must appoint a laser safety officer in
writing before starting to operate Class 3R, 3B and 4 lasers. The expert knowledge must be verified by successfully
attending a corresponding course. The laser safety officer has the following duties:
1. To support the employer during the execution of the necessary protective measures in accordance with Section 3 (1),
Sentence 7;
2. To monitor the safe operation of lasers in accordance with Sentence 1.
The laser safety officer cooperates with the health and safety officer and the company doctor when carrying out its work.
9. Final provisions
9.1 The contents of VISATEC’s offers/cost estimates and of the contract between the customer and VISATEC are strictly
confidential and shall not be disclosed by the customer to third parties without the written consent of VISATEC. The same
shall apply to all other technical information provided by VISATEC to the customer as part of handling the contract. This shall
not apply to information that is in the public domain when communicated to the customer or that was already known to the
customer when it received it and the customer was not obligated to maintain confidentiality on it, or that is thereafter
communicated by a third party authorised to disclose it, or that is developed by the customer without utilising confidential
information of the other party.
9.2 Any disputes from and in connection with the concluded contract shall be settled solely before a competent court of law in
Stuttgart (Germany) if the ordering party is entered in the Commercial Register. VISATEC can also take legal action against
the ordering party at the court with jurisdiction and venue for VISATEC’s domicile.
9.3 The law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the
International Sale of Goods (CISG) and international conflict of laws rules, shall apply solely to the contractual relationships.
9.4 If one or more provisions of these Standard Terms and Conditions of Business are or become invalid, this shall not affect the
validity of the other provisions.
9.5 The contract and any amendments or modifications and collateral agreements shall only be valid when given at least in
written form, unless a stricter form is required by law. The requirement for written form shall also apply to any modification or
rescission of the above clause on written form.