General Terms and Conditions of Business

1. Scope of Application

1.1. The following Terms and Conditions of Business apply to all present and future business relations between SEIKO Optical Europe GmbH (hereinafter: "SEIKO Optical") and SEIKO Optical’s contractual partner  (hereinafter: "Purchaser"). The scope of application shall be limited to such Purchasers which are entrepreneurs, companies, legal persons under public law or special funds under public law.

1.2. Differing, conflicting or supplementary general terms and conditions of business of the Purchaser shall not become part of the contract, even if known, unless SEIKO Optical has consented to their applicability in writing.

2. Tenders and Prices

2.1. Our tenders shall be subject to change without notice. SEIKO Optical reserves the right to appropriately increase prices, if costs rise after the conclusion of the contract. SEIKO Optical shall prove such cost increases to the Purchaser on request.

2.2. By placing a written purchase order, the Purchaser bindingly declares its wish to buy the goods ordered. SEIKO Optical shall be entitled to accept the contractual offer contained in the purchase order within two weeks from receipt (hereinafter: "Acceptance of the Order"). Acceptance of the Order may be declared either in writing (fax or e-mail is sufficient) or by actually delivering the goods to the Purchaser.

2.3. Unless otherwise agreed upon, the purchase order shall be governed by SEIKO Optical's prices quoted in the price lists valid at the time the contract is concluded.

2.4. Delivery and shipping costs shall not be included in the prices quoted and must be additionally borne by the Purchaser. The same applies to statutory value-added tax, which shall be separately indicated in the invoice. If the Purchaser is an entrepreneur domiciled abroad within the EU and entitled to deduct input value-added tax SEIKO Optical shall not separately indicate value-added tax in the invoice, provided that it has received the Purchaser's VAT number. If this VAT number subsequently proves to be incorrect, SEIKO Optical shall charge the Purchaser for the corresponding amount of value-added tax.

2.5. Qualities of the goods shall only be deemed agreed upon, if and in so far as they are recorded in the purchase order as product descriptions. Special product designs not specified in the price lists shall be subject to separate written agreement. Public statements, particularly in advertising, shall not constitute a contractual description of the quality of the products. SEIKO Optical reserves the right to make technical modifications and changes in form, colour and/or quantity which are reasonably acceptable to the Purchaser.

2.6. Acceptance of the Order shall be subject to the proviso that SEIKO Optical is correctly supplied in due time by its own suppliers. SEIKO Optical shall without undue delay inform the Purchaser of any and all problems in connection with delivery of the goods ordered.


3. Shipment and Passage of Risk

3.1. Unless otherwise indicated in the Acceptance of the Order, delivery ex works shall be deemed agreed upon. Shipment shall be at the Purchaser's expense and risk.

3.2. The risk of accidental destruction or deterioration of the goods shall pass to the Purchaser at the time they are handed over or, in the case of sale by delivery to a place other than the place of performance, at the time the goods are delivered to the freight forwarder, the carrier or any other person or institution designated to deliver the consignment. In case of a default in acceptance of the goods by the Purchaser the §§ 293 et seq. German Civil Code (BGB) shall be applied.


4. Delivery Dates

4.1 If SEIKO Optical fails to meet an agreed specific delivery period and a reasonable extension period granted by the Purchaser, the Purchaser may cancel the contract. The Purchaser shall only be entitled to damage claims, if default is due to intent or gross negligence.

4.2 SEIKO Optical shall be released from its obligation to deliver, if the Purchaser fails to properly meet its obligations in due time.


5. Payment, Setting Off and Withholding Payment

5.1 Unless otherwise agreed upon, invoices from SEIKO Optical shall be payable within 30 days from the invoice date without any deduction. Payment shall be deemed made when credited to the bank account specified by SEIKO Optical. The deduction of a cash discount shall require special written agreement.

5.2. Invoices for repairs and spare parts shall be payable within 30 days from the invoice date without any deduction.

5.3 In the event of default in payment, the Purchaser shall pay default interest at the rate of 8 % above the base interest rate p.a.. SEIKO Optical shall be entitled to claim compensation for any greater losses caused by default.

5.4 If, after Acceptance of the Order, SEIKO Optical becomes aware of circumstances which justify doubts about the Purchaser's ability or willingness to pay, or if the Purchaser defaults on payment, SEIKO Optical shall be entitled to refrain from performing further deliveries or services, whether under the contract in question or under any other contract concluded, until full payment has been received in advance or reasonable security has been provided. If the Purchaser fails to comply with a corresponding request within a reasonable period, SEIKO Optical shall be entitled to wholly or partly cancel the contract, without the Purchaser deriving any claims whatsoever from this. SEIKO Optical reserves the right to assert further claims. The Purchaser may only set off with counterclaims which have been confirmed by a final and non-appealable court judgement, have been accepted by SEIKO Optical or are undisputed. The same shall apply accordingly to any right of the Purchaser to withhold payment.


6. Reservation of Ownership

6.1. Goods delivered (goods under reservation of ownership) shall remain in the ownership of SEIKO Optical until the purchase price has been paid in full and all receivables from the current business relationship with the Purchaser have been settled, including all current account receivables and all balance receivables from a current account.

6.2. At its own expense, the Purchaser shall hold the goods owned by SEIKO Optical in safekeeping and take care of them on behalf of SEIKO Optical.

6.3. However, the Purchaser shall be entitled to sell goods under reservation of ownership in the ordinary course of its business. The Purchaser shall without undue delay give SEIKO Optical written notification of any sale of goods under reservation of ownership and written notification of the resulting receivables against its customers. The Purchaser already hereby assigns such receivables to SEIKO Optical; SEIKO Optical now hereby accepts this assignment. Despite this assignment, the Purchaser shall, until revoked, be authorised to collect receivables. SEIKO Optical reserves the right to collect receivables itself, in so far as the Purchaser fails to duly meet its payments or defaults on payment. SEIKO Optical shall surrender the above security rights at the Purchaser's request, if and in so far as the value of the security exceeds by more than 20 % the receivable to be secured.

6.4. The Purchaser shall without undue delay give SEIKO Optical written notification of any seizure of the goods by a third party, such as a levy of execution for example, any damage to or destruction of the goods, any change of possession of the goods and any change of the Purchaser's registered office.

6.5. In the event of cessation of payment by the Purchaser or in the event of extrajudicial or judicial composition proceedings or insolvency proceedings against the Purchaser, the goods delivered by SEIKO Optical shall be automatically segregated and be made available to SEIKO Optical with a written notice. The Purchaser hereby irrevocably permits SEIKO Optical to collect goods under reservation of ownership and to enter upon notice during normal business hours, without hindrance, its business and storage premises for this purpose. Further rights of SEIKO Optical shall not be affected by the collection of goods under reservation of ownership.

6.6. If the Purchaser acts in breach of the contract, particularly if the Purchaser defaults on payment or breaches a duty under the above subsections, SEIKO Optical shall be entitled to cancel the contract and reclaim possession of the goods. If the reservation of ownership is asserted or goods under reservation of ownership are taken in execution by SEIKO Optical, this shall not constitute cancellation of the contract.

6.7. Any reworking or processing of the goods by the Purchaser shall always be in the name of and on behalf of SEIKO Optical. If the goods are processed with objects not belonging to SEIKO Optical, SEIKO Optical shall acquire co-ownership of the new article in the ratio of the value of the goods delivered by SEIKO Optical to the value of the other objects processed. The same shall apply, if the goods delivered are mixed with other objects not belonging to SEIKO Optical.


7. Information and Advice

All information provided in writing or verbally regarding the suitability or possible applications of the goods shall be based on SEIKO Optical's best knowledge and belief. However, such information shall not constitute a description or guarantee of quality, but shall merely represent SEIKO Optical's experience. The Purchaser itself shall be responsible for the product's suitability for the intended purpose.


8. Warranty

8.1. The Purchaser shall give SEIKO Optical written notification of obvious defects in the delivered goods within one week from receipt of the goods. Otherwise, the warranty shall be excluded. SEIKO Optical's warranty shall lapse, if the delivered goods are altered or processed. The warranty also excludes defects due to improper use, including use of unsuitable cleaning or cleaning materials. Only in the event of intent or gross negligence shall SEIKO Optical be liable for damage arising from transmitting or sending data files, programmes or emails to the Purchaser. If the goods are manufactured based on drawings from the Purchaser, the Purchaser shall assume liability for any infringement of third-party intellectual property rights.

8.2. If the goods are defective, SEIKO Optical shall at its option either rectify the defects or deliver a replacement.

8.3. If SEIKO Optical fails to render supplementary performance within a reasonable period fixed by the Purchaser, the Purchaser may at its option either claim a reduction of the purchase price or, in the event of significant defects in the goods delivered, cancellation of the contract, without the Purchaser deriving from this any additional damage claim or claim for the reimbursement of expenses. In the event of cancellation, SEIKO Optical may make a decision on possession of the goods, provided that the decision is reasonable for the Purchaser.

8.4. The Purchaser's claims shall lapse, if they are not asserted within one year from delivery of the goods.


9. Limitations of Liability / Limitation of Claims

9.1. SEIKO Optical accepts no liability for any breach of immaterial contractual duties caused by slight negligence.

9.2. This limitation of liability shall not apply to any claims of the Purchaser based on product liability in the event of damages of life, injury to body or injury to health or injury to property.

9.3. Damage claims of the Purchaser shall be subject to a one-year limitation period from delivery of the goods. This shall not apply, if SEIKO Optical has acted with intent or gross negligence, as well as in cases of damages of life, injury to body or injury to health or injury to property attributable to SEIKO Optical.


10. Making Products or Materials Available on Loan or for Testing

If products or materials are made available to the Purchaser on loan or for testing, these shall remain in the ownership of SEIKO Optical. SEIKO Optical shall have the right to reclaim these objects at any time giving 2 weeks' notice. If the Purchaser fails to meet this obligation in due time, the products shall be deemed purchased at the respective list price, if this consequence is mentioned in the reclaim notice.


11. Place of Performance and Jurisdiction

11.1. The exclusive place of performance and jurisdiction is SEIKO Optical's principal place of business.

11.2. The laws of the Federal Republic of Germany apply exclusively. The UN Sales Law is inapplicable.


12. Individual Agreements

Individual agreements, particularly the content of dealer contracts separately concluded by SEIKO Optical, shall take precedence over these General Terms and Conditions of Business. They must be in writing.


13. Data protection regulation

In order to assure quick and correct handling SEIKO Optical processes and stores the Purchaser’s personal data. This is done in accordance with the German data protection regulations. The Purchaser furthermore permits SEIKO Optical to use his data for consulting and promotional purposes. SEIKO Optical will not pass them on to third parties. Should the Purchaser disagree with the use of his data for consulting and promotional purposes, the Purchaser can send the Customer Service Centre of SEIKO Optical an informal letter or e-mail at any time.


14. Salvatorius Clause

If individual provisions of the contract between SEIKO Optical and the Purchaser, including these General Terms and Conditions of Business, are or become wholly or partly ineffective, this shall not affect the validity of the other provisions. The wholly or partly ineffective provision shall be replaced with a provision which is, in so far as possible, consistent with the ineffective provision in terms of the commercial outcome.

February 20th, 2012