GENERAL TERMS AND CONDITIONS

1. AREA OF APPLICATION

(a) These terms of sale and delivery are applicable to all business relations between the company VIDI GmbH (hereafter VIDI) and its business customers for the delivery of merchandise.
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(b) In case of uncertainty or dispute the German version of these general terms and conditions overrules.

2. TENDERS AND TENDER DOCUMENTS

(a) Provisions which are at variance with these terms and conditions are only valid if they are confirmed in writing by VIDI. This also applies if VIDI supplies services without reservation in the knowledge of the customer’s conflicting or differing terms and conditions.

(b) Unless otherwise indicated, all stated prices are quoted net plus statutory Value Added Tax (VAT) ex works, Darmstadt, resp.

(c) The customer orders the goods he wishes to acquire by sending or transferring all the information requested. The customer’s order constitutes a binding tender. A contract is accomplished when VIDI accepts the tender. Acceptance may take the form of dispatch of goods or confirmation of the individual contract.

3. DUE DATES AND SET-OFF

(a) Our invoices are due to pay net without deduction within 30 days upon receipt of invoice.

(b) The customer is only entitled to set-off rights if his counter-claims are found to be legally valid, are undisputed or acknowledged by us. The customer is entitled to exert a right of retention if his counter-claim is based on the same contract relationship.

4. TRANSFER OF RISK, PACKAGING COSTS

(a) Goods are assumed to be supplied “ex-works”, unless the contract confirmation states different terms.

(b) If the customer wishes, we are prepared to take out transport insurance to cover the goods shipment; the cost of the insurance is payable by the customer.

5. LIABILITY FOR DEFECTIVE GOODS

(a) Claims on the part of the customer in respect of defective goods require that the latter has properly fulfilled his obligation to examine and locate faults in accordance with § 377 HGB.

(b) If a defect is present in the purchased goods, VIDI is entitled to choose whether to correct the fault or supply a new, defect-free replacement. If VIDI opts to correct the fault, the company is obliged to bear all expenses required for the correction, especially transport, travel, work and material costs, unless such costs are increased by the fact that the purchased goods were transported to a different location than the domicile.

(c) If the service fails, the customer is entitled at his own choice to demand withdrawal or diminution.

(d) VIDI is liable in accordance with the statutory regulations if the customer makes valid claims for compensation due to deliberate or gross negligence, including deliberate or gross negligence on the part of our representatives or our assistants. If VIDI is not accused of deliberate infringement of contract, the liability to pay compensation is limited to the typical predictable damage.

(e) VIDI is liable in accordance with the statutory regulations if a significant contract obligation is culpably infringed; in this case the liability to pay compensation is limited to the typical predictable damage.

(f) The liability on account of culpable injury to life, limb or health is unaffected; this applies also to compulsory liability in accordance with product liability law.

(g) Liability is excluded if the regulations are at variance with the foregoing.

(h) The term of limitation for claims relating to defective goods is one year, commencing with the transfer of risk.

(i) The term of limitation in the case of legal recourse in accordance with §§ 478, 479 BGB is unaffected; the period is five years, commencing on the date of delivery of the defective item.

6. OVERALL LIABILITY

(a) Liability to pay compensation in addition to that included under 5. and 6. is– without taking account of the legal nature of the validated claim - excluded. This applies in particular to claims for reimbursement of debts at conclusion of contract, to other infringements of obligations, or to tort claims for compensation of property damage in accordance with § 823 BGB. Liability for wilful conduct is unaffected by this.

(b) The limitation as described under (a) also applies if the customer demands reimbursement of needless expenses instead of making a claim for compensation.

(c) Where the liability of VIDI to pay compensation is excluded or limited, the same also applies to the personal compensation liability of the staff, employees, representatives and assistants of VIDI.

7. RESERVATION OF TITLE

(a) VIDI reserves title to the purchased items until all payments relating to the contract have been received. If the customer behaves in contravention of the contract, especially in respect of default of payment, VIDI is entitled to recover the purchased goods. The action of recovering the purchased goods by VIDI constitutes withdrawal from the contract. VIDI is entitled to dispose of the purchased goods after recovery, the proceeds of the disposal will be set against the customer’s obligations – with the deduction of reasonable costs for disposal.

(b) The customer is responsible for handling the purchased items with due care; in particular he must take out adequate insurance for the purchased items to their new value at his own cost, covering damage caused by fire, water and theft. Where maintenance and inspection work is necessary, the customer must carry this out promptly at his own cost.

(c) In the case of distraint or other intervention on the part of third parties, the customer must promptly inform VIDI of this circumstance, so that VIDI can petition the court in accordance with § 771 ZPO. If the third party is not in a position to refund the legal and extra-legal costs of a petition to VIDI in accordance with § 771 ZPO, the customer is liable for the shortfall.

(d) The customer is entitled to resell the purchased goods in the proper course of business; however, he thereby forfeits all claims upon VIDI to the amount of the final invoice total (including VAT) which arise from the resale to his client or third party, regardless of whether the purchased goods have been resold with or without further processing. The customer is entitled to collect this debt even after transfer. The entitlement of VIDI to call in the debt is unaffected by this. However, VIDI is not entitled to collect the debt if the customer meets his payment obligations from the proceeds, does not default on his payments, and especially if no application is made to initiate a settlement or insolvency process, or if suspension of payment is in hand. However, if this is the case, VIDI can demand the customer to inform VIDI of the transferred debts and their debtors, to provide all information required for collection, to pass on the relevant documents and to inform the debtors (third parties) of the transfer.

(e) Further processing or conversion of the purchased goods by the customer is always carried out for VIDI. If the purchased goods are processed together with other objects not belonging to VIDI, then VIDI acquires co-ownership of the new goods in the ratio of the value of the purchased goods (final invoice total, including VAT) to the other processed objects at the time of processing. The conditions which apply to purchased items supplied under reservation also apply to those items which are produced through further processing.

(f) If the purchased goods are incorporated indivisibly into other objects not belonging to VIDI, then VIDI acquires co-ownership of the new item in the ratio of the value of the purchased goods (final invoice total, including VAT) to the other incorporated objects at the time of the incorporation. If the incorporation occurs in such a way that the customer’s item is considered to be the primary item, then it is assumed that the customer transfers co-ownership in the appropriate ratio to VIDI. The customer safeguards the resultant sole ownership or co-ownership for VIDI.

(g) VIDI is obliged to release the securities due to VIDI at the request of the customer if the realizable value of the securities exceeds the secured debts by more than 10 %; VIDI retains the right to select the securities to be released.

8. DATA PROTECTION AND SECRECY

(a) VIDI stores personal data for the purposes of contract processing, and will pass the information on to third parties if required for this purpose. The customer expressly agrees to this collection, processing and use of his personal data.

(b) The contract text is stored, and can be examined after conclusion of the contract. The customer is entitled to deny or cancel his approval of the aforementioned use and / or processing of his data at any time by informing: VIDI GmbH, Röntgenstr. 3, 64291 Darmstadt, Germany. After receipt of the denial or cancellation, the relevant data will no longer be used or processed.

(c) The customer shall keep the business and trade secrets of VIDI confidential; this secrecy obligation shall survive the termination of the contractual cooperation. The customer will keep confidential documents of the other party, especially all technical documents, separately and under lock and key.

(d) The secrecy obligation does not apply to any business or trade secrets which at the time of access by the customer is already in possession of customer, is developed by customer independently of such access, is disclosed to customer by a third party without breach of any secrecy obligation of such third party, or is part of the public domain at the time off access. The Customer has the burden of proof that any of such exceptions apply.

9. JURISDICTION AND DOMICILE

(a) If the customer is a ”Kaufmann” in terms of HGB (German Commercial Code), then jurisdiction is the place of business of VIDI; however, VIDI is also entitled to make claims against the customer at the court of his place of residence.

(b) The legal relationships of the parties shall be governed by German law with exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods.