General Terms and Conditions

General Terms and Conditions of Clean-Lasersysteme GmbH, Herzogenrath

1. Scope

• These General Terms and Conditions (hereinafter referred to as “GTC”) of Clean-Lasersysteme GmbH (hereinafter referred to as “Seller”) apply to our offers, order confirmations, deliveries, and services that an entrepreneur (hereinafter referred to as “Customer”) enters into with the Seller. Changes, additions, or conflicting terms and conditions of the buyer shall only apply if they are expressly confirmed in writing by the seller in each individual case.
• An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

2. Offer and conclusion of contract

1. Offers made by the seller are binding for 30 days, unless a different binding period is expressly stated in the offer text. Documents accompanying an offer are an integral part of this offer, unless they are expressly and exclusively intended for informational purposes.
2. All dimensions, weights, data, and illustrations in catalogs, brochures, and other documents issued by the seller for informational purposes are provided to the best of our knowledge but may be subject to change for technical reasons, even at short notice. Therefore, only the values specified in the order confirmation are authoritative for the technical data.
3. The written order confirmation issued by the seller shall be authoritative for the scope of the contractual obligations. The invoice shall be deemed to be the order confirmation if no separate order confirmation has been sent to the customer prior to invoicing.
4. Subsequent additions, amendments, or subsidiary agreements must be made in writing.
5. If the buyer fails to perform its part of the consideration, the seller is entitled to refuse performance of the contract until the buyer has provided the consideration or has provided security for it. If the buyer does not provide the consideration or security within a reasonable period of time, the seller is entitled to withdraw from the contract.
6. Transfers of rights and obligations of the buyer arising from the contract require the written consent of the seller.

3. Provision of consulting services/application tests

1. The seller shall prepare an offer for any consulting and application tests to be carried out. The offer shall describe the content and scope of the consulting services, the task of the application test, and the processing period. If the order deviates from the offer, these deviations shall only be deemed agreed upon with the express written confirmation of the seller.
2. All consulting and application tests shall be carried out by the seller with the utmost care. However, the achievement of a predetermined consulting or testing objective cannot be guaranteed.
3. We shall only be liable for damage to objects or items of any kind that are handed over or made available to the seller by the client/customer for application testing if such damage was caused by intent or gross negligence. Clean-Lasersysteme GmbH expressly points out that damage to items handed over/provided cannot be ruled out even if the utmost care is taken, as this is a technology for which the application results cannot be estimated in advance.

4. Prices/terms of payment

1. The prices stated in the seller’s order confirmation valid at the time of conclusion of the contract shall be decisive.
2. The prices quoted are fixed prices and ex works prices.
3. These are net prices in US dollars excluding value added tax, for delivery ex works without costs for packaging, shipping, and insurance. Value added tax is shown separately, at the applicable statutory rate, if applicable.
4. Invoices from the seller are due for payment without discount and free of charges, if applicable in accordance with a written payment plan, otherwise within 14 days of the invoice date.
5. If the payment deadline is exceeded, § 284 (3) BGB shall apply. After default within the meaning of § 284 (3) BGB, default interest shall be payable in accordance with § 288 BGB.
6. Bills of exchange or checks shall only be accepted by special agreement and only on account of performance. The buyer shall bear the costs of collection and discounting.
7. The withholding of payments is only permissible in cases recognized by law. Offsetting against unrecognized or not legally established counterclaims of the buyer is excluded.
8. If, after conclusion of the contract, circumstances become known which are likely to significantly reduce the customer’s creditworthiness, the seller is entitled to perform outstanding services only against advance payment or security and, after the ineffective expiry of a deadline set for this purpose, to withdraw from the contract.
9. Multiple clients shall be jointly and severally liable.

5. Scope of delivery / delivery time

1. The basis for the scope and time of delivery is the written order confirmation from Clean-Lasersysteme GmbH. If no separate order confirmation is issued, the offer accepted by the customer shall form the basis for determining the scope and time of delivery.
2. The delivery date is not a fixed date unless a fixed delivery has been expressly agreed with the seller. In the absence of such an agreement, the notified delivery period shall constitute an estimated date of receipt; a delivery grace period of 4 weeks from this date shall be deemed agreed.
3. Compliance with the notified delivery period requires that all information and plans necessary for processing and clarifying all commercial and technical details are provided by the customer in good time and that the agreed terms of payment – in particular the agreed advance payments – are complied with. The delivery period notified by the seller may be extended appropriately if changes are agreed after conclusion of the contract or if unforeseeable obstacles arise that are beyond our control.
4. In the event of delays due to strikes and lockouts, the above-agreed grace period shall apply.
5. If the delivery time notified in writing and the grace period are exceeded, Clean-Lasersysteme GmbH shall be in default of delivery as soon as the customer has set a reasonable grace period and at the same time declared that it will withdraw from the contract, terminate it or claim damages for non-performance after the expiry of the grace period.
6. All deliveries are made ex works in disposable packaging, which the seller charges at cost price.
7. Partial deliveries are permitted. However, performance shall not be deemed complete until all parts of the order have been delivered. If partial delivery is made at the customer’s request, the delivery costs shall be borne by the customer.
8. In the event of default of acceptance by the customer, the seller is entitled to dispose of the subject matter of the contract elsewhere or to demand compensation for the damage incurred, including any additional expenses, if the customer does not accept the goods despite a written grace period with a warning of legal consequences.

6. Commissioning/acceptance

1. Before the delivered goods are put into operation by the customer, the enclosed installation instructions and operating manual must be read carefully, especially in the case of laser beam devices, and all safety regulations for their use must be observed.
2. For every first delivery of a laser beam device to a buyer, the seller, Clean-Lasersysteme GmbH, will provide instruction, installation, and commissioning of the device.
3. If the seller works outside the customer’s premises, the customer shall be responsible for all measures necessary to fulfill traffic safety obligations, unless otherwise agreed with the customer. The seller is entitled to refuse to perform the service as long as the necessary measures have not been taken. Any waiting times resulting from this shall be considered working time and charged to the customer.
4. Minor defects that do not significantly impair the suitability of the service for the contractually agreed purpose do not entitle the customer to refuse acceptance, without prejudice to their right to demand that these defects be remedied within a reasonable period of time.
5. If the customer uses the service or part of the service, acceptance shall be deemed to have taken place at the start of use, unless otherwise agreed.
6. Intellectual services shall be deemed accepted unless the customer expressly raises objections in writing within 10 days of receipt. In the event of an objection declared by the customer, Clean-Lasersysteme GmbH shall review its performance. If the customer’s objection proves to be unjustified, the customer shall bear any additional costs incurred.

7. Transfer of risk

Clean-Lasersysteme GmbH delivers ex works at the risk and expense of the buyer. The risk passes to the buyer as soon as the goods have left the seller’s factory for shipment. If shipment is delayed or rendered impossible by circumstances for which the buyer is responsible, the risk shall pass to the buyer on the day after notification of readiness for shipment.

8. Warranty

1. The warranty of Clean-Lasersysteme GmbH extends to compliance with generally accepted technical rules. In the case of research and development orders, the seller does not guarantee that the intended contractual objective will actually be achieved within the planned time.
2. If quality parameters/properties have been expressly guaranteed by the seller, we guarantee their compliance at the time of acceptance or transfer of risk, provided that the customer strictly complies with the instructions given by the seller. The assurance of quality parameters/properties does not extend to whether the result of the Seller’s performance is suitable for the Customer’s intended purpose. This applies in particular to the marketability and usability of products that are produced and offered on the basis of the results delivered by the Seller.
3. In the event of warranty claims, the customer shall give the seller the opportunity to remedy the defect within a reasonable period of time. If the remedy fails, the customer may, at its discretion, demand a reduction in payment (abatement) or rescission of the contract (withdrawal) and compensation within the scope of the limitation of liability instead of performance.
4. However, in the event of a minor breach of contract, in particular in the case of minor defects, the customer shall not be entitled to withdraw from the contract.
5. The goods delivered by the seller must be inspected immediately. The seller shall not be liable for obvious defects that are not reported to the seller in writing within 10 days of delivery.
6. Any warranty shall be void for defects caused by the actions of the customer, his representative or a third party commissioned by him (e.g. carrier) as a result of failure to comply with the installation instructions and/or operating instructions, negligent or improper handling of the delivered goods or unauthorized repairs to the goods.
7. The warranty period is 1 year from the date of handover to the transport company for delivery to the buyer.
   The limitation period does not apply to claims for damages under Section 9.
   Optical components and wear parts are not subject to any warranty period.

9. Claims for damages

1. Clean-Lasersysteme GmbH shall only be liable for damage or loss of profit that has not occurred in the object of the order itself
   a) in cases of intent
   b) in the event of gross negligence on the part of the owner or senior employees
   c) in the event of culpable injury to life, limb or health
   d) in the event of fraudulently concealed defects
   e) in the event of defects in the subject matter of the order, insofar as product liability for personal injury or property damage to privately used items applies
2. Furthermore, the seller shall not be liable for damage resulting from the improper use of the goods delivered by the seller.
3. The limitation of claims for damages in accordance with the above paragraphs also includes claims arising from tortious acts on the part of the seller, insofar as the tortious act was not committed intentionally or through gross negligence. The seller is not liable for tortious acts committed by its employees and contractors.

10. Retention of title

1. The delivered goods remain the property of Clean-Lasersysteme GmbH until all claims arising from the delivery contract have been paid in full.
2. The contracting parties agree that ownership shall automatically pass to the customer upon payment of the last installment of the purchase price (or the full purchase price, including value added tax).
3. Clean-Lasersysteme GmbH is entitled to take back the goods if the customer acts in breach of contract.
4. The customer is obliged to treat the goods with care until ownership has been transferred to them. In particular, they are obliged to insure them at their own expense against theft, fire, and water damage at replacement value.
5. The customer is obliged to notify the seller immediately in writing of any seizures or other interventions by third parties in relation to the subject matter of the contract. The buyer shall bear any costs and damages arising from access or planned access.
6. In the event of a resale of the seller’s goods, Clean-Lasersysteme GmbH shall remain the owner until full payment has been made.
7. Processing is always carried out for the seller as the manufacturer. The buyer is entitled to process and sell the purchased item in the ordinary course of business as long as they are not in default of payment of the purchase price. The buyer hereby assigns to the seller, by way of security, all claims arising from the resale or further processing and agreed with Clean-Lasersysteme GmbH in full (including VAT).
8. This assignment applies regardless of whether the purchased item has been resold without or after processing. The seller hereby revocably authorizes the buyer to collect these claims. The revocation can only be exercised if the purchase price claim is at risk.
9. In the event that our goods are combined or mixed with other items, § 947 BGB shall apply without restriction.
10. Agreement on a current account reservation: The goods remain the property of Clean-Lasersysteme GmbH until all claims have been settled, including all balance claims to which the seller is entitled from current account credits, which the seller is entitled to against the customer now or in the future for any legal reason.
11. Clean-Lasersysteme GmbH undertakes to release the securities to which the seller is entitled at the buyer’s request if the value of the security property exceeds the amount of the claims by 20% on a sustained basis.

11. Disposal of electrical and electronic equipment

1. The customer is obliged to dispose of old devices that fall under the provisions of the German Electrical and Electronic Equipment Act (§19 ElektroG) at their own expense and on their own responsibility after the end of their useful life. They shall not be returned to the manufacturer.The customer shall indemnify the manufacturer against all obligations under the ElektroG and any associated claims by third parties.
2. Notwithstanding this, we offer the return and legally compliant disposal of old devices on a voluntary basis for a flat-rate processing fee. This return offer must be requested in advance and requires our written confirmation. Returns without prior consent will not be accepted. The return must be made in the customer’s own packaging.

12. Confidentiality / Copyright

1. Unless expressly agreed otherwise in writing, customer information that becomes known to the seller shall not be considered confidential. In the case of investigations carried out free of charge, Clean-Lasersysteme GmbH reserves the right to publish and otherwise use the results.
2. All information, whether written or verbal, which the customer receives about Clean-Lasersysteme GmbH shall be considered confidential, regardless of how it was obtained, unless Clean-Lasersysteme GmbH expressly permits its disclosure. This confidentiality obligation shall not apply to information that is generally accessible.

13. Place of jurisdiction and applicable law

1. The place of jurisdiction for all disputes arising from the contractual relationship is the district court of Aachen.
2. German law applies to all transactions, even if the contract is not written in German. If a contract is concluded in a foreign language, it is based on a German version of the contract, which is authoritative in the event of a legal dispute.

14. Other provisions

1. Clean-Lasersysteme GmbH is entitled to make changes to the general terms and conditions and other conditions. The seller will only make such changes for valid reasons, in particular due to new technical developments, changes in case law, or other equivalent reasons. If the change significantly disrupts the contractual balance between the parties, the change will not be made. We will inform the customer of any changes. The change shall become part of the contract if the customer does not object to its inclusion in the contractual relationship in writing within six weeks of receiving notification of the change.
2. These terms and conditions shall remain binding for both parties, even if individual points are legally invalid. The legally invalid clause shall be replaced by a provision that comes closest to the purpose pursued by Clean-Lasersysteme GmbH.
3. The place of performance for payments, services, and deliveries by Clean-Lasersysteme GmbH is Aachen.

Clean-Lasersysteme GmbH
Dornkaulstraße 6-8
52134 Herzogenrath
Germany

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