General Terms of Sale and Business

Valid for all AVISO companies and branches worldwide (September 2005)

1. The following Terms of Sale apply only to companies or corporate entities, including public institutions. These Terms of Sale apply to all our delivery agreements - also to similar future business relationships.
2. Our tenders are without obligation. Contracts shall come into being only upon our order confirmation or delivery, subject to minor deviations in our specifications regarding dimensions, weights, nature and quality.
3. We hereby expressly contradict any contradictory or deviating Terms and Conditions of our contractual partners. They shall only become binding upon our written agreement. This also applies if we execute the order without reservation upon full knowledge of the Purchaser's Terms of Sale as contradicting or deviating from our own Terms of Sale.

1. Prices are in euros ex works Jena. For deliveries to countries with another currency, the current exchange rate on euro basis shall apply. Valid prices exclusive of statutory VAT on the order date apply.
2. We reserve the right to pass on any unforeseen significant cost increases to our contractual partners after conclusion of the contract, especially due to collective pay agreements, currency fluctuations or material price fluctuations, if the time between conclusion of the contract and surrender or dispatch of the goods is more than 12 weeks.

1. Our account receivables are to be paid at the latest 14 days after receipt of invoice without deduction. We only accept cheques and accepted bills as method of payment, whereby acceptance of the latter shall be subject to special agreements. Draft and discount charges according to high-street bank rates shall be at the Purchaser's expense. Payments shall be deemed effected on the day on which we can use the invoice amount without loss.
2. Retention rights or set-offs with counterclaims of the contractual partner are hereby excluded, unless they are asserted under undisputed and legally valid claims.
3. In case of payment default, late payment interests to the amount prescribed by law, yet amounting to at least 8% above base rate are to be paid.

1. All supplied products shall remain our property until our contractual partner has paid all outstanding accounts from his business relationship with us (extended retention of title). Notwithstanding its nature, any disposal of the goods subject to retention in title by our contractual partner is only permissible within the frame of his usual course of business.
2. Our contractual partner is entitled to sell the goods subject to retention in title insofar as he fulfils his obligations out of this agreement, especially regarding payment arrears. Pledges or transfers of ownership by way of security are not permitted. Our contractual partner commits himself to resell the goods subject to retention in title. The paid purchase price of the goods sold subject to retention in title shall apply in lieu of the goods. Our contractual partner agrees to already assign to us any receivables arising out of a potential sale. He is entitled to collect the assigned receivables out of resale of the goods at any time until our revocation. Insofar as our receivables are due, he is obliged to pay us any collected amounts without delay. He shall on no account be authorised to assign the debt to third parties.
3. Our contractual partner is liable to notify us of any third-party seizure of the goods sold subject to retention in title immediately after it becomes known to him, and to provide us with any information and documents necessary for intervention. He is liable for any costs incurred to eliminate the seizure, especially through the taking of third-party action against execution, insofar as they cannot be obtained by collecting creditors.
4. We reserve the right to take back the supplied goods in case of breach of contract on the part of our contractual partner, especially in case of payment default. This is only to be deemed as withdrawal from the contract upon our express written confirmation. The contractual partner is to carry the costs for returns. We are entitled to use any returned goods subject to retention in title upon appropriate warning and to set off the proceeds - minus relevant sale costs - against our receivables.
5. If the value of the securities according to aforementioned paragraphs of this number exceeds the amount of the still outstanding accounts by 20% for a foreseeable period of time, the contractual partner is entitled to demand the release of the security insofar as the amount is exceeded.

1. Delivery times are only approximate insofar as they were not acknowledged by us in writing. Only the units listed in our respective valid price lists can be supplied.
2. We are entitled to execute partial deliveries. Every partial delivery may be billed separately. In case of an order on call, the call must already occur at least two weeks prior to the required delivery date.
3. Interruptions or delays in performance due to force majeure or similar circumstances that make the performance impossible permanently or temporarily, or significantly impede it, and for which we cannot be held responsible (legal strike or strike in third party companies, lockouts, official orders, war and acts of God), entitle us to postpone delivery or performance by the duration of the impediment plus an appropriate start-up period. In such case, any claims for damages on the part of our contractual partner are excluded.
4. If we experience significant disadvantages, especially concerning deadlines, as a result of the interruption or delay in performance, we are entitled to withdraw partly or wholly from the unfulfilled part of the contract. If the impediment lasts more than 6 weeks, the contractual partner is entitled upon unsuccessful expiry of an adequate additional set time, to withdraw from the still unfulfilled part of the contract.
5. Subject to correct and timely self-delivery. We are entitled to withdraw from the contract in case of untimely delivery on the part of our supplier and if we cannot otherwise procure the supplied object upon reasonable effort.
6. Dispatch:
   1. If the products need to be dispatched, this shall occur from our works at our contractual partner's expense. In the absence of special agreements, we may freely select both forwarding company and means of transport. The risk shall pass to our contractual partner from dispatch onwards. This then also applies when free delivery was agreed.
   2. If dispatch or delivery is delayed due to circumstances that can be attributed to our contractual partner, the risk shall pass upon notification of dispatch or readiness to surrender. Our contractual partner shall bear the costs arising thereof (especially storage fees).
   3. We are not obliged to insure or have the shipment insured against damage in transit, unless we have concluded an agreement to that effect in writing.
7. We do not accept any procurement risk and any kind of guarantees, unless a written agreement was expressly agreed with the contractual partner.
8. We are entitled to refuse performance if it becomes apparent after conclusion of the contract that our payment entitlements are jeopardised by our contractual partner's inability to fulfil his payment obligations. The right to refuse performance expires upon payment of our receivables or provision of a payment security. We are entitled to withdraw from the contract upon unsuccessful expiry of the set time if we request our contractual partner at his discretion to pay our receivables or to provide a security within a week. §323 BGB applies accordingly.
9. If the goods are already delivered, we may under the provisions of no. 8 withdraw from the contract and demand their return. In this case, our contractual partner's right to resale becomes invalid.

1. We shall not be liable for the suitability and use of our goods by our contractual partner for the required purpose. We provide technical advice to the best of our knowledge; however, it is not binding and does not relieve our contractual partner to check our goods for their suitability and usability for his purpose.
2. We are liable for defects for one year from delivery. Our liability for defects concerning software products only applies to programming errors, not to a total lack of interruptions and errors in operation.
3. Some of our products have a limited shelf-life. The minimum shelf-life and instructions for proper storage are indicated on the packaging or in the documents enclosed to the products or on our Web site. The minimum shelf-life is subject to keeping our storage instructions. Please note that we are not liable for defects arising from expiry of the indicated shelf-life.
4. Our contractual partner commits himself to notify visible defects in supplied goods, quantity deviations or wrong deliveries in writing within a week following receipt of the goods. Hidden defects are to be notified to us without delay upon their discovery. We shall not be liable for defects in which time limits for claims are not observed.
5. Our liability for defects expires if the goods are improperly handled, stored or processed (mixed or joined), unless the defect cannot be attributed to the aforementioned.
6. We are furthermore entitled to at our discretion demand either remedy of defects or replacement delivery (supplementary performance). In case of remedy of defects, we are entitled to ex aequo and bono either demand the return of the damaged part for repair or to execute the repair on site.
7. If supplementary performance fails, our contractual partner shall have the right to at his discretion a diminution of the purchase price due to defect or to withdraw from the contract insofar as he cannot be held responsible for the failure due to behaviour in breach of duty.
8. Numbers 6 - 7 do not apply insofar as disclosure of defects was maliciously withheld or a guarantee regarding the quality of the goods was accepted.

Notwithstanding the provisions on liability for defects as well as other special regulations agreed in these Terms of Sale, we shall indemnify exclusively according to the following provisions regardless of the legal basis.

1. We shall offer full compensation for damage that occurred due to absence of quality and durability guarantees expressly taken over by us if these guarantees served the purpose of preventing damage to occur as well as damage which we caused intentionally or in gross negligence.
2. If we have acted in gross negligence, we shall furthermore indemnify the Purchaser if cardinal contractual obligations were violated. In this case, liability for damages is limited to typical foreseeable direct damage. Consequential damage, e.g. profit and loss, shall not be reimbursed. Total liability is limited to the purchase price.
3. No. 2 applies accordingly for damage caused by delays insofar as our breach of duty can be attributed to gross negligence.
4. Damages instead of performance upon exclusion of obligation to perform (impossibility) are excluded.
5. The regulations of the Product Liability Act shall remain thereby unaffected.
6. Insofar as liability for damages towards us is limited, these provisions shall also apply with regards to personal liability among our employees, workers, collaborators, representatives and agents.

1. We expressly point out that all products are designed exclusively for laboratory and research purposes. We therefore only supply such products to public research, investigation and teaching institutions, technical, commercial or relevant industrial enterprises. We therefore do not accept liability for damage arising from improper handling or from private use or such damage as could be caused to humans and animals. We hereby expressly prohibit the distribution of toxic (hazardous) substances to private individuals. In addition, it is hereby expressly noted that the absence of distinctive danger labelling does not mean the product is harmless. Likewise, any liability on our part for damage to individuals - or damage to property - caused by improper handling or storage of the products on our contractual partner's or third party premises is excluded. Insofar as relevant national or international laws or ordinances apply to transport, including delivery, storage, processing or trade in specific products, they are also to be observed by the contractual partner.
2. Our contractual partner commits himself to hold us harmless from any kind of third party claims originating from illegal or incorrect use of our goods, as well as from use without necessary official permits or in breach of the above provisions in these Terms of Sale, or from any other improper use. The indemnity obligation also includes legal expenses (e.g. court and lawyer fees).

1. In case our products are equipped with belonging software, we would like to point out that the software is copyrighted. In such a case, the licence fee is included in the price of the product.
2. Our contractual partner shall receive a non-exclusive licence for the use of the software only for the product. Transfer of the software to third parties is only allowed in connection with the product. All rights of use of our contractual partner expire upon transfer. All existing copies of the software are to be deleted or to be returned to us.

We shall only accept liability for third-party rights or claims originating from commercial proprietary rights or copyrights if the existence of third-party claims can be proved under the law of the Federal Republic of Germany.

Should our goods be subject to export control regulations (especially licences, approvals and permits), we shall ensure that they are observed. Regulations governing the import of our goods into our contractual partner's or a third-party country are to be observed by our contractual partner.

In case of sale of our products, our contractual partner is to pass on his contractual obligations (especially limitations of rights to use the software, compliance with export regulations) to the purchaser.

The place of performance for both parties is Jena. The place of jurisdiction for all disputes directly or indirectly arising out of the contractual relationship is Jena for both parties. This also applies to claims regarding drafts or cheques. We may however take legal action against our contractual partner at any other place of jurisdiction as justified by him.

The contractual relationships between the contractual partners shall be governed by German law. The provisions of the United Nations Convention of the International Sale of Goods (CISG) are thereby excluded. Should one or several provisions of these Terms of Sale be partly legally effective or incomplete, this shall not affect the validity of the remaining provisions. Should only one part of a provision be legally effective, it shall only apply if the invalid part of the provision can be severed from the valid part.