General Conditions of sale of HERMLE Labortechnik GmbH ("HLT")

Siemensstrasse 25 • D-78564 Wehingen Rel. 2 Apr 2012

§ 1 Scope of application
The present terms and conditions of sale apply for all current and future business
transactions of HLT with customers, not beeing consumers according to
Sec. 13 BGB (German Civil Code). They form a constituent part of HLT's quotations
and a proviso for HLT's acceptance of offers from third parties. Any deviating
agreements or terms and conditions on the part of customers are only accepted as
binding if expressly confirmed in text form by HLT.

§ 2 Purchase Orders
(1) The Customer shall submit purchase orders to HLT in text form. A purchase
contract is established only when the order has been confirmed by HLT in text form.
The mutual rights regarding the individual purchase transactions and deliveries are
governed only by the respective order confirmation from HLT and these General
terms and conditions as well as the applicable laws. General terms and conditions
of the Customer, if any, shall not become a contractual component hereof. Individual
subsidiary agreements are valid only if confirmed by HLT in text form.
(2) Orders are binding and cannot be unilaterally withdrawn by the Customer.
However, any order not confirmed by HLT within two weeks according to paragraph
(1) shall terminate upon notice in text form from the Customer.

§ 3 Delivery
(1) Unless otherwise agreed for a particular order and confirmed in the order
confirmation (sec. 2 (1)), delivery shall be effected ex works (EXW) HLT on the basis
of the INCOTERMS® in their applicable version as amended from time to time
(currently INCOTERMS® 2010)
(2) If the loading or transportation or delivery of the goods is delayed for any reason
for which the Customer is responsible, then HLT shall be entitled to store the goods
at its reasonable discretion at the expense and risk of the Customer, and to take all
measures it deems suitable to preserve the goods, and invoice the goods as if
delivered. The same applies if the Customer does not request delivery of goods
within a reasonable period of time after receiving notice from HLT that they are ready
for delivery. The statutory regulations on the default of acceptance shall remain
(3) The goods are packaged as is usual in the trade. Packaging, means of
protection and transport equipment are not taken back. Packaging going beyond the
purpose of transport or any other special protection, e.g. for a longer-term storing or
warehousing, requires a separate agreement.
(4) Upon handover of the goods to the carrier or forwarding agent, at the latest
however when the goods leave the works, the risk passes to the Customer.

§ 4 Inspection of Incoming Deliveries
(1) The Customer shall examine the goods without undue delay after receipt for
conformity and completeness of the order, as well as for externally noticeable
damage and defects to the goods.
(2) The Customer shall provide notice of any loss and transport damage to the
forwarding agent or carrier. If a loss of or damage to the transported goods is
externally noticeable, the notification must be made at the latest upon delivery,
otherwise in text form withinno later than 7 days off from delivery. The notification
must sufficiently clearly specify the damage. The Customer shall inform HLT about
the damage notice without undue delay in text form.
(3) In any case, the Customer must notify HLT in text form of any objections
resulting from the examination according to paragraph (1) without undue delay,
otherwise the goods shall be deemed approved. Hidden defects of quality must be
complained without undue delay after detection in text form.
(4) If, according to agreement, the delivery is made not to the Customer, but to a
third party named by it, the Customer shall impose the obligations under paragraphs
(1) to (3) on such third party. The Customer remains obliged in addition to the third

§ 5 Terms of Payment
(1) Unless expressly otherwise agreed in the individual case and confirmed by HLT
in the order confirmation (sec. 2 (1)), the Customer shall pay the purchase price in
advance (cash before delivery) within two weeks of notification of the readiness for
delivery by HLT. Instead of cash before delivery, the Customer may also pay by
means of an irrevocable letter of credit (L/C) of a bank with registered office within
the EU. The L/C must be made payable at Deutsche Bank AG in Villingen-
Schwenningen, Germany. The payment may only be subject to the presentation of
transport documents, insurance documents and trade invoices which show that the
goods were handed over to the carrier or forwarding agent with proper insurance at
the place of dispatch and under which the recipient is entitled to accept delivery of
the goods. All costs are at the expense of the Customer. HLT reserves the right to
reject a L/C in the case of any unclear, unusual or unrealisable terms or conditions.
(2) In the case of any failure to make payment, the Customer is charged with
interest in the amount of 8 percentage points above the respective base rate
according to Section 247 BGB (German Civil Code).
(3) If any subsequent circumstances occur which indicate a significant deterioration
of the Customer’s financial situation and an endangering of a claim for payment,
HLT shall be entitled to accelerate maturity of the payment obligation – irrespective
of the term of any bill of exchange or cheque accepted on account of payment.
Advance payment may be demanded for any still outstanding deliveries.
(4) The Customer may avert the acceleration of maturity and the advance payment
obligation according to para. (3) by furnishing security in the amount of the
endangered claims for payment. If the Customer within a reasonable time neither
effects an advance payment nor furnishes an adequate security, HLT shall be
entitled to withdraw from the corresponding transactions in which case the
Customer shall not be entitled to claim compensation.
(5) The statutory regulations concerning default in payment shall remain unaffected.
(6) In the event of default in payment based on a noticeable deterioration of the
Customer's assets, HLT shall also be entitled to withdraw without prior setting of a
time limit.

§ 6 Retention of Title
(1) All delivered goods shall remain the property of HLT (“Conditional Goods”) until
settlement of all receivables, in particular also the balance of receivables due to
HLT against the Customer under the business relationship. The same shall apply
to future and conditional claims. e.g. arising out of cheques and bills of exchange.
HLT shall have authority to assign the payment claims.
(2) The Customer may only resell the Conditional Goods as part of its normal
business operation subject to its normal terms of business and for as long as it is
not in default, provided it reserves ownership, if legally possible and customary at
it's place of business, and the receivables arising out of the resale transfer to HLT
in accordance with paragraphs (3) and (4). It shall not have authority to dispose
otherwise of the Conditional Goods. Use of the Conditional Goods in order to fulfil
contracts for work shall also be deemed to be resale.
(3) The Customer’s receivables arising out of resale of the Conditional Goods are
hereby assigned to HLT. They shall serve for security purposes to the same extent
as the Conditional Goods itselves.
(4) If the Conditional Goods are resold by the Customer together with other goods,
then HLT shall assign the receivables arising out of the resale in the ratio of the
invoice amount of the Conditional Goods to that of the other goods.
(5) The Customer shall have authority to collect receivables arising from the resale,
unless HLT revokes the collection authority subject to the criteria set out in sec. 5
paragraph (3) and (4). It shall be obliged at HLT's request to immediately inform its
customers of the assignment to HLT, if HLT does not do so itself, and shall provide
HLT with the information and documents required for collection purposes.
The Customer shall in no circumstances have authority to assign the receivables.
(6) If the Customer falls into arrears with payment and if this indicates that
realisation of a not inconsiderable proportion of the receivable may be in jeopardy,
then HLT shall have authority to prohibit resale of the Conditional Goods, to collect
the Conditional Goods and to enter the Customer's premises for this purpose if
necessary. Collection shall not equate to withdrawal from this contract.
(7) The Customer must immediately inform HLT of any attachment or other
impairment of the Conditional Goods by third parties.
(8) If the value of the existing collateral exceeds the secured claims by more than
10% in total, then HLT shall be obliged to release collateral to this extent at the
Customer’s request; HLT shall be permitted to make the selection.
9) Inasmuch as special measures are required for validity of the reservation of
ownership according to the law of the country in which the Customer is domiciled,
then the Customer hereby undertakes to co-operate with such measures.
It specifically hereby gives its approval to the registration of all reservations of
ownership arising out of the business relationship with HLT in the relevant register
of reservations of ownership (e.g. in Switzerland).

§ 7 Liability for Defects of Quality
(1) Defect claims shall only be permitted if notices of defects are declared
immediately; notice of hidden defects of quality must be declared as soon as such
defects are discovered. In the event of complaints, the Customer must immediately
give HLT the opportunity to examine the goods. The goods which are the subject of
complaint must be made available on request at HLT’s expense. In the event of
unjustified complaints, HLT reserves the right to charge the Customer the freight and
transshipment costs and the examination expense.
(2) In the event of the existence of a defect of quality, HLT may choose, with
consideration to the Customer’s interests, to provide subsequent performance either
through replacement, delivery or through repair. If subsequent performance is not
successfully undertaken within a reasonable period, then the Customer may set a
reasonable period for subsequent performance, at the end of which it may, if it has been unsuccessful, either reduce the purchase price or else withdraw from the
Contract; unless indicated otherwise in sec. 8, no further claims shall be permitted.
(3) The period of limitation in the event of defective delivery shall end, except in the
event of fraudulent concealment of a defect, at the end of one year following delivery.
Repair or replacement delivery shall not cause the period of limitation to
(4) Recourse claims of the Customer according to Sec. 478 BGB against HLT shall
be restricted to the statutory scope of the defect claims of third parties made against the Customer, and shall presuppose that the Customer has complied with
its duty to serve a notice of defect on HLT in accordance with Section 377 HGB
[German Commercial Code] and Art. 39 CISG.

§ 8 General Limitations of Liability
(1) Unless determined otherwise in this contract, HLT shall be liable for damages for
breach of contractual or non-contractual obligations or during contract initiation only
in the event of intent or gross negligence on the part of its legal representatives or
agents for whom it is vicariously liable and in the event of culpable breach of
fundamental contractual obligations. In the event of culpable breach of fundamental
contractual obligations, HLT shall be liable, except in the event of intent or gross
negligence by the legal representatives or agents for whom it is vicariously liable,
only for predictable losses which are typical in relation to the contract.
(2) The foregoing limitations of liability do not apply in the case of injury of life, body
and health of human beings.
3) Any claims according to the German Product Liability Law for personal injuries or
damage to privately used objects shall remain unaffected.

§ 9 Choice of Law, Place of Jurisdiction
(1) This Contract is subject to the laws of the Federal Republic of Germany. The
regulations of the United Nations Convention on Contracts for the International Sale
of Goods (CISG) and of the INCOTERMS® in the respective applicable version shall
apply, to the extent that they are not in conflict with the provisions of the present
(2) Exclusive place of jurisdiction for all disputes arising out or in connection with
this contract including as to its validity shall be Wehingen, Germany.

§ 10 Final Provisions, Interpretation
(1) Amendments, supplements or the cancellation of the contract shall only be valid
provided they are set out in text form. This requirement may only be varied by
agreement in text form.
(2) In case of any disputes, the German language version of these General terms
and conditions shall solely govern.
(3) Should individual provisions of these General conditions of Sale be invalid, the
validity of the remaining provisions shall not be affected thereby. In lieu of the invalid
provision, or to fill a gap, a reasonable provision shall be agreed which in avoidance
of the reason of the invalidity comes closest to the intentions of the Parties or to
what the Parties would have intended according to the spirit and purpose of the
Contract, had they considered the point. If the invalidity is based on any provision as
to performance or time, it shall be replaced by what is legally permissible.

HERMLE Labortechnik GmbH · Siemensstr. 25 · D-78564 Wehingen · Phone + 49 (0) 7426 - 9622 - 11 · Fax + 49 (0) 7426 - 962 249 ·
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