General Terms and Conditions Laser-Laboratorium Göttingen e.V.

1. General

1.1 The Laser-Laboratorium Göttingen e.V. (LLG e.V.) exclusively and immediately serves a public-benefit purpose. The General Terms and Conditions take the requirements of contract research into account

1.2 All deliveries and services rendered by Laser-Laboratorium Göttingen e.V. (LLG e.V.) are subject to the following terms and conditions.

1.3 Deviations from these General Terms and Conditions shall only be effective if agreed upon in writing.

2. Offer, conclusion of contract, handling time

2.1 The offer describes the tasks set, content and scope of the work, the handling time as well as the research and development objective, if appropriate. If the order contains deviations from the offer, these will not be regarded as agreed until express written confirmation.

2.2 The handling time / term of delivery stated in the offer are without engagement. If Laser-Laboratorium Göttingen e.V. recognizes that the proposed handling time does not suffice, the reasons for this will be stated and an amicable extension of time will be agreed with the contractor.

2.3 If delays occur with regard to the handling time/term of delivery due to force majeure, the term of delivery will be extended appropriately, but not more than half a year. Force majeure includes strikes, lock-outs, breakdowns without fault, sabotage, delays in the delivery of relevant materials required for the performance of the contract.

2.4 LLG e.V. reserves its proprietary rights and copyrights of designs, drawings, etc., as well as of information, also in electronic form. They must be treated as confidential by the contractor and shall only be disclosed to third parties with the consent of LLG e.V..

2.5 Modifications of and supplements to a contract as well as subsidiary agreements require to be made in writing.

2.6 LLG e.V. will not be liable for errors resulting from incorrect, incomplete technical data and submitted performance figures.

3. Prices, payment, insurance

3.1 Our prices are ex works, exclusive of packing, mounting and putting into operation. Value-added tax is not included in the price and will be charged as prescribed by law.

3.2 Payment is to be effected free of deductions into the account specified within 14 days after completion of all services and after invoicing or after receipt of the goods or after taking delivery. Legal provisions shall apply in case of delay of payment.

3.3 In case of plant output, payment on account can be demanded at the rate of the performance value rendered with regard to self-contained performance parts and subject to the legal provisions.

3.4 In case of belated payment, LLG e.V. will be entitled to charge interest for arrears in accordance with legal arrangements. We reserve the right to impose further costs in case of delayed payment.

3.5 The contractor shall only have set-off rights if his counterclaims have legal force, are undisputed and acknowledged by us. If the contractor is an entrepreneur, he will only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

4. Research and development results

4.1 The research and development result will be made available to the contractor after completion of the project in accordance with the offer.

4.2 According to the tasks set, the contractor will be granted a non-exclusive right to exploit the developed inventions and the proprietary rights applied for or granted in this connection. The contractor shall reimburse LLG e.V. for a share (still to be agreed) of the costs incurred by the application for, renewal and defence of the proprietary rights as well as the legal compensation for employee’s invention in case of use.

4.3 On demand and against a separate compensation, the contractor may be granted an exclusive right of exploitation instead of the right in accordance with section 4.2. LLG e.V. keeps a non-exclusive right of exploitation free of charge for its own scientific purposes.

4.4 If already existing proprietary rights are being used in the implementation of the project and if these are necessary for the utilization of the research and development result by the contractor, the contractor will be granted a non-exclusive right of exploitation against payment which has to be agreed upon separately, provided that no other obligations are opposed to this.

5. Reservation of ownership

5.1 The results delivered to the contractor by LLG e.V. as well as the rights of exploitation, objects and the equipment parts installed in his equipment connected with this (reserved goods) remain the property of LLG e.V. until all current claims against the contractor as well as any future ones provided that they are connected with the objects delivered or with the equipment parts installed will be met.

5.2 If the delivery item is levied by third parties, the contractor will be obliged to point out to the reservation of ownership and to inform LLG e.V. immediately. Any damages and costs caused by a breach of this obligation and by necessary intervention measures will have to be refunded to us.

5.3 In case of resale/subletting of the reserved goods, the contractor shall already now assign all claims resulting from the above-mentioned transactions against his customers by way of security until satisfaction of all claims of LLG e.V.. The contractor will still be entitled to recover these debts after assignment. This shall not affect our right to recover the debts ourselves. If the reserved goods are processed, reshaped or connected with another object, we will obtain property in the new object in proportion of the value of the object of sale/work to the other mixed objects at the time of processing/mixing. The object produced through processing shall be regarded as reserved goods in accordance with 5.1. The contractor shall keep for us free of charge the exclusive or joint ownership resulting from this. If the value of security exceeds our claims against the contractor by more than 20 %, we will have to release securities we are entitled to on demand of the contractor and at our option on an appropriate scale.

6. Warranty, passing of risk

6.1 LLG e.V. warrants the application of scientific care as well as compliance with acknowledged engineering standards, but not the actual attainment of the research and development objective.

6.2 If the contract research involves the production of an object, delivery will be ex works. On dispatch of the delivery item, the risk shall pass to the contractor.

6.3 In case that shipment or taking delivery is delayed or does not occur because of circumstances not to be attributed to LLG e.V., risk will pass to the contractor on the day of advice regarding readiness to dispatch or to take delivery. LLG e.V. commits itself to take out the kind of insurance demanded by the contractor at the expense of the contractor.

6.4 Any liability on the part of LLG e.V. ceases on delivery of the goods, with the exception of an obligation in accordance with an explicit, written warranty or imperative statutes.

6.5 The contractor has to inspect the delivery immediately after receipt in the ordinary course of business and to report obvious defects, shortages or wrong shipments found in this inspection within 10 days in writing, stating the reasons for complaint. If complaint is not lodged within the period mentioned above, the warranty claims will expire.

6.6 If the notice of defect is justified, it is LLG e.V.’s choice whether it will effect subsequent performance by substitute delivery or by remedying the defect. If LLG e.V. cannot or not completely fulfil this obligation within an appropriate period, the contractor shall be entitled to demand a reduction of payment or to terminate the contract in case of a not inconsiderable breach of duty.

7. Compensation for damage

7.1 The contractor shall only be entitled to other claims under statutory provisions and particularly to claims for damages, for example because of delayed delivery, impossibility or due to tortious product liability, if guaranteed features have not been complied with, personal damages have occurred or if another damage has been caused by wilful behaviour or gross negligence on the part of LLG e.V., one of its legal representatives or vicarious agents or by a not inconsiderable breach of duty. Otherwise, liability is restricted to the order amount for the delivery item for each damaging event, unless the contractor substantiates a greater loss or a personal damage has occurred.

8. Use of software

8.1 If the scope of supplies includes software, the contractor shall be granted a non-exclusive right to use the delivered software including the documentation involved. It is made available for use on the delivery item intended for this. It is forbidden to use the software on more than one system.

8.2 The contractor shall only be allowed to copy, revise or translate the software or to convert it from the object code into the source code on a legally admitted scope (§§ 69 a following UrhG). The contractor commits himself to not removing manufacturer’s information – particularly copyright notes – and to not changing them without the express prior approval of LLG e.V..

8.3 Any other rights concerning the software and the documentation including the copies remain with LLG e.V. or with the software supplier. It is not allowed to grant sublicences.

9. Statutes of limitation

9.1 The statutes of limitation of 12 months (used items 6 months) for warranty claims shall apply to any claims the contractor may possibly have against LLG e.V. , with the exception of claims resulting from an unlawful act.

10. Secrecy

10.1 LLG e.V. and the contractor will not disclose to third parties information of a technical or business nature that has been provided to each other and declared to be confidential, neither during nor after termination of the contractual relationship. This obligation to secrecy shall also apply to any knowledge that can be identified as confidential and is acquired in the course of the cooperation. This obligation to secrecy shall not apply to information which is available to the public or if LLG E.V. or the contractor have waived confidential treatment in writing.

11. Publications

11.1 The contractor and LLG e.V. shall be entitled to publish the research and development results after prior agreement and by naming the author. The agreement shall take into consideration that e.g. dissertations, diploma theses or protective right applications will not be effected.

11.2 Publications by LLG e.V. concerning the purpose of application and with regard to which the contractor has exclusive rights in accordance with figure 4.3, will be coordinated with the contractor in due time.

12. Termination

12.1 The contractor and LLG e.V. shall be entitled to terminate the contract for serious reasons with immediate effect. Provided that considerable progress has not been made after expiration of at least 6 months since the beginning of the work, termination will be possible subject to one month’s notice for the end of a calendar month.

12.2 After effective termination, LLG e.V. will hand over the result achieved so far to the contractor within 4 weeks. The contractor shall be obliged to refund LLG e.V. the costs incurred so far.

13. Place of performance, place of jurisdiction

13.1 Place of performance for the deliveries and services by LLG e.V. is the company’s registered office in 37077 Göttingen.

13.2 Place of jurisdiction for legal actions against LLG e.V. shall only be Göttingen. LLG e.V. shall also be entitled, however, to make a legal claim on the contractor at the place of his seat of business.

13.3 If the contractor does not have a place of general jurisdiction in Germany or in another EU member state or if the contractor transfers his residence or his customary place of abode outside the EU after conclusion of the contract or if his residence or customary place of abode is not known at the time of the institution of legal proceedings, exclusive jurisdiction for any disputes arising from this contract will be the seat of business of LLG e.V. in Göttingen.

13.4 Disagreements from this contract as well as agreements and legal actions related to this will exclusively be judged by German law. The application of UN sales law shall be excluded.

As at 08/2005