General Terms and Conditions of Business
of DSI Laser Service GmbH applicable to business dealings with commercial enterprises

1.  Basis of contract
The contract between the parties is deemed to come about exclusively on the basis of these General Terms and Conditions of Business. Any arrangements contrary thereto are required to be made in writing in each individual case.


2.  Offers/Prices/Conclusion of Contract
(1) All prices quoted are non-binding and subject to change. The price quoted on the date of delivery is deemed to apply plus statutory value added tax – currently amounting to 19% – unless separately itemised, in addition to packaging and forwarding costs where applicable.
(2) Individually compiled quotations remain valid for a period of 30 days; other quotations are non-binding and subject to change.
(3) A contract is deemed to come about by timely acceptance of a written offer submitted by DSI or following written confirmation of the order by DSI or – at the latest – by delivery of the merchandise.
(4) DSI reserves the right to make deviations customary in the trade with regard to images, drawings and descriptions contained in brochures not restricting use of the products for the purpose specified in the contract without this entitling the customer to assert claims. To rule out doubt, the contents of the said brochures as well as all descriptions and statements or declarations made by DSI in connection with this contract, are not deemed to imply assumption of a guarantee, warranty or assurance of any kind. To dispel all uncertainty, only explicit declarations made by DSI with respect to acceptance of a guarantee are deemed to apply.
(5) On contracts subject to a fixed price, DSI shall have the right to refuse performance should the customer’s state of solvency worsen significantly following conclusion of the contract and this threaten the customer’s ability to effect due payment of the price.


3.  Delivery times/delays and impossibilities of delivery/passing of risk
(1) All deliveries proceed on the customer’s account.
(2) Delivery dates and deadlines are only deemed binding if having been fixed in writing.
(3) DSI incurs liability in accordance with statutory provisions for delays in respect of performance or impossibility thereof where caused by wilful intent or gross negligence on the part of DSI itself, any of its representatives or vicarious agents. However, in cases of gross negligence, liability incurred by DSI is restricted to foreseeable damages typical to the contract where no exceptions thereto prevail in sentence 5 of this provision. In other cases involving delay or impossibility of performance, liability on the part of DSI for compensation in addition to performance is restricted to 5% and for compensation in lieu of delivery/performance to 10% of the value of the supplied merchandise. All further claims on the part of the customer are ruled out even where a deadline stipulated for delivery/performance by DSI may have expired. The above restrictions are not deemed to apply to liability due to loss of life, personal injury or damage to health. The customer’s right to withdraw from the contract in cases involving impossibility of delivery/performance remains unaffected thereby.
(4) In the event of force majeure occurring or other hindrances for which DSI is not responsible, delivery times are deemed to be extended appropriately. DSI assumes no procurement risk. Thus DSI shall be entitled to withdraw from the contract if failing to obtain the delivery item or any essential part thereof despite prior conclusion of any corresponding procurement agreement. DSI undertakes to notify the customer promptly concerning delays in availability of the delivery item concerned and, in the event of withdrawal from the contract, to reimburse the customer for any counter-performance already rendered without delay.
(5) DSI shall be entitled to effect partial deliveries of contractual items subject to separate invoicing.
(6) Where consignment of the merchandise has been agreed, this is deemed to take place at the customer’s own risk, also as regards accidental loss or destruction.
(7) If so stipulated by the customer, the merchandise will be insured in transit at customer’s expense and account.


4.  Warranty and liability
(1) The customer shall only be entitled to assert claims for defects if having duly met his inspection and defect-reporting obligations in pursuance of Section 377 of the German Commercial Code.
 (2) If and where the object of the contract/performance reveals defects in the statutory sense of the term, DSI is under obligation and entitled to provide subsequent performance unless this can be refused on grounds of statutory provisions. The customer undertakes to grant a reasonable period of time for such subsequent performance. The said subsequent performance can, at the customer’s option, be provided either by remedying the defect (rectification) or delivery of a replacement. Where rectification of a defect is opted for, DSI shall assume the necessary expense in respect thereof provided that this is not increased due to relocation of the object of the contract/performance to a place other than that of the original place of performance. In the event of subsequent performance failing, the customer shall have the option of either claiming a reduction of the purchase price (reduction) or withdrawing from the contract. Subsequent performance is deemed abortive after the second attempt has failed unless further attempts to provide subsequent performance are appropriate and reasonable for the customer due to the object of the contract/performance. The customer shall only be entitled to assert compensation claims

subject to the conditions stipulated below if subsequent fulfilment has entirely failed. The rights of the customer to assert further claims shall remain unaffected thereby.
(3) Claims and rights due to defects – irrespective of legal grounds – become statute-barred one (1) year after delivery of the object of the contract to the customer. This limitation period is also deemed to apply to other claims for damages against DSI – irrespective of legal grounds – even where such claims are not related to any defect unless such defect has been fraudulently concealed. Generally, the statute of limitations does not apply to cases of intent, compensation claims due to loss of life, personal injury or damage to health, violation of liberty, claims under the Product Liability Act, grossly negligent breaches of obligation or breaches of essential contractual obligations.
(4) In cases of wilful intent or gross negligence DSI, any of its representative or vicarious agents all incur liability in accordance with statutory provisions. Otherwise DSI only assumes liability under the Product Liability Act for loss of life, personal injury or damage to health or culpable breach of essential contractual obligations. Nevertheless, claims for damages involving the breach of essential contractual obligations is restricted to foreseeable damages typical to the contract where no exceptions prevail as specified in sentence 2 of this paragraph.
(5) However, liability in respect of damage caused by the delivery item to the customer’s legal property, e.g. damage to other objects is completely ruled out. This is not deemed to apply to wilful intent or gross negligence or where liability is assumed for loss of life, personal injury or damage to health.
(6) The provisions of paragraphs 4 and 5 supra reference to compensation in addition to performance and compensation in lieu of performance, irrespective of legal grounds, in particular due to defects, breaches of duty under the law of obligations or tort. They are also deemed to apply to compensation for futile expenses. However, liability in respect of default and impossibility of performance are pursuant to Section 3, Paragraph


5.  Terms of payment
(1) Payments shall be effected concurrently with deliveries. Payment against receipt of the invoice is only permitted if having been contractually agreed. Payment in advance or payment of a deposit shall be possible and becomes binding on confirmation of the order. If not having made payment within 14 days after the due date, the customer is deemed to be in default without this requiring any further notification to be given by DSI. The customer shall not be entitled to retain payment in the event of defects unless the retained amount is reasonably proportionate to the defect concerned and the anticipated cost of subsequent performance (in particular rectification of a defect).
(2) The right to refuse bills of exchange and cheques remains reserved. Where accepted, this always proceeds on account of performance.
(3) In the event of any default in payment occurring, DSI shall be entitled to charge interest to the amount of 9 per cent above the current base interest rate of the German Federal Bank (Bundesbank). The customer shall be permitted to furnish evidence to the effect that the contractor has not incurred any losses whatever or that losses are significantly lower as a result thereof. DSI shall be permitted to prove that higher damage has occurred. This shall be without prejudice to further rights and claims for compensation. In the event of payment not being made within an additional period of grace, DSI shall be entitled to the following rights:
• The right to claim withdrawal from the contract and to demand the return of any merchandise delivered and/or not yet accepted in addition to the assertion of processing costs amounting to 15% of the purchase price.
• The right to demand prepayment or the furnishing of security in respect of merchandise not yet accepted or yet to be delivered and/or
• the right to withdraw from all (further) contracts not yet processed – after failure on the part of the customer to comply with a set period of grace – plus damages due to non-fulfilment, and
• the right to commission the services of an external collection agency or law office.
(4) DSI shall be accorded the sole right to apply payments to the settlement of older liabilities incurred by the customer. Any provisions contrary thereto stipulated by the customer are deemed invalid.


6.  Retention of title/transfer of ownership
(1) DSI shall retain title to the merchandise until payment has been made in full of all receivables resulting from the relevant contractual relationship as well as all other claims against the customer existing at the time the contract was concluded.
(2) In the event of the merchandise being seized, confiscated or otherwise claimed on the customer’s premises by any third party, the customer undertakes to notify such third party immediately of the existing retention to title and also to report the claim to DSI without delay.
(3) The customer shall be permitted to resell the merchandise supplied under reservation of title in the ordinary course of business. The customer hereby assigns to DSI all his future receivables resulting from resale of the merchandise under reservation of title as security to the respective invoice amounts until payment is made in full of all sums of money due to DSI. DSI hereby accepts such assignment.
(4) In the event of any breaches of obligation occurring on the part of the customer, applicable in particular to default of payment, DSI shall be entitled to demand return of the delivered item and/or to withdraw from the contract without having to set a deadline; the customer is under obligation to surrender the

delivered item. The demand for surrender of the delivered item constitutes no declaration of withdrawal from the contract on the part of DSI unless this is explicitly stated.


7.  Place of performance/applicable law
(1) The registered office of DSI is deemed to be place of performance in respect of all payments.
(2) The law of the German Federal Republic is deemed to apply.


8.  Miscellaneous
(1) Should any of the provisions contained in these General Terms and Conditions of Business be invalid, this shall have no effect on the validity of the remaining provisions thereof. A ruling shall then apply replacing such invalid provision and coming closest to the same in legal and economic respects.
(2) Customer data relating to business dealings with the customer are stored in compliance with the Federal Data Protection Act.