of HERMLE Labortechnik GmbH

1. The present terms and conditions apply for all current and future business transactions with our customers, not beeing consumers according to § 13 BGB. They form a constituent part of our own quotations and a proviso for our acceptance of offers from third parties. Any deviating agreements or terms and conditions on the part of our customers are only accepted as bind­ing if expressly confirmed in writing by us.

2. Our quotations are without commitment. Price lists serve exclusively as a basis for purchase offers on the part of our customers. Quotations and orders are only deemed valid with our written confirmation. Unless otherwise agreed in writing, samples of our products constitute an approximate indication of product characteristics. Although offered advice and information is provided to the best of our knowledge and belief, we are unable to undertake any guarantee of its correctness.

3. All consignments, goods and packaging are transported at the expense and at the risk of the Buyer. The shipment method and route are chosen by us. However, we are unable to guarantee the least expensive alternative. Wishes expressed by the Buyer will be taken into consideration at the Buyer's expense where reasonably possible.

4. Deliveries are effected in accordance with our delivery capability. Part deliveries may be effected and also invoiced. Force majeure, government actions, strikes, lock-outs, and breakdowns of operation, sales or supply affecting either us or our subcontractors release us from our contractual obligations. We are, however, entitled to effect subsequent delivery.
Delivery dates and periods are deemed approximate times of delivery ex works or ex warehouse. We may only be deemed in default of delivery fol­lowing a written reminder by the Buyer and after expiry of a reasonable period of grace, with the proviso that the Buyer does not default in the ful­filment of its own obligations arising from the business association.

5. The Buyer is obliged to inspect the goods immediately following deliv­ery, provided this is possible in the regular course of business, or within eight days at the latest. This applies also in cases where a concealed defect is discovered at a later date. In case of failure to comply with this obligation to inspect and report defects, the goods are deemed accepted by the Buyer.
Should defects be discovered in the goods following delivery or within the warranty period, the customer is entitled solely to repair or replacement free of charge within a reasonable period. The Buyer is not entitled to cancellation of the purchase contract or reduction of the purchase price until any repair or replacement performed has been proven ineffective.

6. Our liability for physical injury follows the the German law. Other claims to damages on the part of the Buyer are barred unless intentional or due to gross negligence on our part, on the part of our legal representative or our vicarious agents.

7. In the case of partial or complete non-fulfilment of contract by the Buyer, and in the event that we decide against demanding complete fulfilment of the terms of the contract, we are entitled to demand payment for services ren­dered, as well as damages of 40 % of the order value for the unfulfilled part of the contract excepting in cases where the Buyer is able to prove that the damages incurred to have been lower.

8. The Buyer shall not be entitled to offset or to assert any right of retention against our claims. Should the Buyer be in default of payment or should doubts exist as to his solvency (e.g. in the event of discontinuation of pay­ments), our obligation to effect delivery shall be suspended  and we shall be entitled to demand settlement of all claims as well as reasonable payment of interest on arrears.

9. Until such time as all our claims against the Buyer have been settled, the goods remain our property and may not be pledged, made over by way of security or - excepting in the normal course of business - resold. Should the reservation of title not be permissible in accordance with the law within whose scope the goods are located, we shall be entitled to exercise the secu­rity rights applicable in the relevant territory. The Buyer is obliged to inform us of any action which must be taken by us in order to protect our rights in this regard. The Buyer is furthermore obliged to render us assistance in ensuring such protection of our rights. Should third parties use our goods for the assertion of rights, the Buyer is obliged to inform us accordingly in writ­ing without delay.
Should we assert our right to return of the goods under reservation of title, this shall not constitute withdrawal from the contract but merely a temporary safeguarding of our claims. To permit us to exercise our rights arising from the agreed reservation of title, the Buyer is obliged to allow us access to carry out an inventory or to take possession of our goods. To the proportion that the value of the securities due to us exceeds our total claim by more than 20%, we are obliged to retransfer title to the securities held, should the Buyer so request.

10. Without prejudice to the security rights outlined under point 9, the place of fulfilment and payment for all transactions is Wehingen, even in cases where delivery is invoiced, for example, carriage paid, free border, ex ship, ex quay, fob, c&f or cif.
The law of the Federal Republic of Germany shall apply for all legal relation­ships with us. The application of the Convention on the International Sales of Goods (CISG) is barred. The INCOTERMS 2000 are applicable inasfar as they do not contradict these conditions or any written agreements.
The legal venue is Wehingen. We are free to demand the application of the law authoritative at the place of business of the Buyer, or to appoint the court with juristication for the place of business of the Buyer.

11. Should individual stipulations be or become invalid, this shall not affect the validity of the remaining provisions. The German version of these condi­tions shall be authoritative.

updated Version: 01.01.2002