General Terms & Conditions

General Terms and Conditions of Sale

  1. Exclusive Validity of General Terms and Conditions of Sale;
    Subject Matter of Contract
    1. The legal relationship between you and us shall be governed exclusively by the General Terms and Conditions of Sale (the „Terms and Conditions“) set forth herein. Changes and amendments must be in writing. Conflicting provisions of your terms and conditions shall not apply even if they are not expressly opposed by us in each individual case.
    2. Our quotations are not binding; your orders shall become binding on us only upon our written order acknowledgement. If an official license is required for the export of our goods and services and if an application for such a license is not granted, the contract shall be deemed automatically cancelled.
    3. The provisions of the agreed delivery term of INCOTERMS 2020 published by the International Chamber of Commerce (Paris) shall also apply, but in the event of conflict of terms, these Terms and Conditions shall govern.
    4. If any one or more provisions of these Terms and Conditions should be invalid, in whole or in part, the validity of the sales contract shall not in any way be affected thereby.
  2. Prices and Price Quotations
    1. Unless otherwise agreed, prices shall be quoted FCA Jena in accordance with INCOTERMS 2020.
    2. Our prices do not include any sales tax (value-added tax); this must also be paid by you if the sale is subject to such tax. You shall assist us in a suitable manner in any proceedings concerning the collection of any taxes, duties, fees or other charges, and provide us with the necessary documentation. Costs arising from any necessary certification or legalisation of commercial documents, as well as customs duties and other charges, fees and taxes levied outside the Federal Republic of Germany shall be borne by you.
  3. Terms of Payment
    1. Unless otherwise agreed, payment shall be made by irrevocable letter of credit („L/C“) to be opened in our favour and confirmed by a bank in the Federal Republic of Germany. The L/C must be issued in „EURO“. The „Uniform Customs and Practice for Documentary Credits“ of the International Chamber of Commerce (Paris), 1983 edition, shall govern the all costs and charges arising from the opening and maintenance of the L/C shall be borne by you.
    2. Deductions (e.g. taxes, fees) shall not be permitted.
    3. For purposes of determining its timeliness, a payment shall be deemed to have been made on the day the payment is credited to our account, or, in the case of checks and drafts, on the day they are paid.
    4. Your obligation to pay shall be fulfilled only when we are able to dispose freely of the invoiced amount, and there is no reservation for repayment.
    5. We may set off any claims we may have against you against claims for payment which you may have against us. Without prejudice to further claims, we may charge default interest on any past due amounts from the due date at a rate equal to the costs incurred by us (including, without limitation, credit charges and processing costs).
    6. You may set off only claims which are either uncontested by us or which have been adjudicated and are final and unappealable.
    7. If you default in payment or we have reasonable doubt as to your solvency or credit standing, we may, without prejudice to any other rights we may have, accelerate all claims arising out of our business relationship and demand advance payment for further deliveries.
  4. Terms of Delivery
    1. Our compliance with the terms of delivery presumes the timely receipt of all data to be supplied by you, the granting of all necessary permits and releases, your observation of the agreed terms of payment and the performance of all of your (collaborative or anticipatory) obligations, which are preconditions to the performance of our obligations. If these preconditions are not met in a timely manner, the term of delivery shall be appropriately extended. The term of delivery shall be deemed to have been complied with when, within the term of delivery, the products leave our factory or you have been advised that the products are ready for shipment.
    2. If you cause interruption or delay of our contractual performance, corresponding additional costs shall be borne by you, and the term of delivery shall be extended appropriately.
    3. If we are unable to comply with the terms of delivery because of strikes, lockouts or unforeseeable events beyond our control, including, without limitation, mobilisation, war, insurrections, changes in law, acts of government shortages of materials or energy, incorrect or late supplies in spite of careful choice of suppliers, business interruption or transportation difficulties, we may extend the terms of delivery appropriately.
    4. If we are responsible for any delay in delivery, you may either cancel the contract after the expiration of a reasonable extension granted in writing, or claim damages up to a maximum aggregate amount not in excess of 5 % of the value of the undelivered products, provided you can prove that you actually suffered a loss as a result of the delay. Claims for damages, whether on tractual or statutory, in excess of the amount set forth in the preceding sentence shall be subject to the limitations and exclusions of liability stipulated in Section 12 below.
    5. Delivery may be made in partial shipments.
  5. Shipment, Risk of Loss
    • 5.1 Unless otherwise agreed, we shall determine the route and mode of transportation.
    • 5.2 The risk of loss of, or damage to the products shall pass to you in accordance with the agreed delivery term of Incoterms 2020. If the dispatch, collection or delivery is delayed or becomes impossible for reasons beyond our control, we shall notify you accordingly and grant you a reasonable period of time for removal of the products. Upon expiration of this period, we may store the products in our warehouse or elsewhere, at your cost and at your risk. Upon such storage, our contractual obligation to deliver shall be deemed to be fulfilled, and the risk of loss of or damage to, the products shall pass to you.
  6. Notice of Defects and Damage in Transit
    1. Obvious defects, incorrect shipments and shortages not caused by transport shall be reported to us in writing immediately, and in any event not later than 4 weeks after receipt of the products.
    2. If delivered by carrier, you may accept products with externally visible damage or loss caused by transport only if you note such damage or loss on the freight documents, and this note is countersigned by the carrier. This also applies when internal or latent damage or loss can be assumed on the basis of the external condition of the shipment (e.g. damaged packing). Damage or loss caused by transport which is not externally visible shall be reported to the carrier immediately after discovery. In both cases you shall notify us immediately by telefax, telex or telegram.
    3. If you do not act in accordance with paragraphs 6.1 and 6.2, the goods shall be deemed to be complete and in conformity with the contract.
  7. Reservation of Title
    1. To the extent permitted by the law of the country to which the products are delivered, we shall reserve title to the delivered products (the „secured products “) to secure the payment of all contractual claims we have against you for payment.
    2. If you have purchased the secured products for resale, you may dispose of such products in the ordinary course of business. This authorisation shall terminate when you default in your obligations, become insolvent, or when legal bankruptcy, reorganisation or similar proceedings are filed or instituted against you.
    3. Upon termination of your authority in accordance with paragraph we may demand the temporary return of the secured products at your expense, in order to secure our title to the secured products.
    4. At our request, you shall furnish us with all relevant information about the location and state of the secured products. You shall notify us immediately of attempts by third parties to take a lien upon and sell the secured products and support us, at your expense, in securing our title to the secured products.
    5. If reservation of title is not permitted by the law of the country to which the products are delivered, we may demand from you offer other, equivalent security (e.g. security interest, charge, or guarantees). You shall be obligated to collaborate in all measures which are necessary and legally permissible to secure our claims, and to notify us immediately if third parties assert claims, liens, or charges which endanger our title to the secured products.
  8. Acceptance
    1. Acceptance tests shall be conducted only if previously agreed. In any event you will bear such costs of testing.
    2. If you waive an agreed upon acceptance test, or do not attend the test in spite of timely notice, acceptance will be deemed to occur upon successful completion of testing by us. Additional costs resulting from the delay of such tests for reasons beyond our control shall be borne by you. In any event, the products will be deemed accepted when you first place them in service.
    3. Acceptance may not be refused because of minor defects, although such acceptance does not relieve us from our obligation to remedy said defects.
  9. Warranty and Liability resulting from Defects
    1. We warrant that the products shall be free from defects in material and workmanship. Subject to the provisions of Section 6 above, if you report any such defect to us, we will, at our option, either replace or repair the product free of charge. We shall decide whether defects will be repaired at the facility where the products are used, or at the facilities of one of our representatives or subsidiaries or at our factory. If we decide not to repair the defects at the facility where the products are used, you shall, at your expense, pack the defective products properly and safe for shipment and send them to the address designated by us. If we do not remedy the defect after the expiration of a reasonable period of time agreed to by you in writing or if several attempts at repair or replacement have failed, you shall be entitled either to reduce the purchase price by a reasonable amount or to return the product and demand a refund of the purchase price.
    2. Unless otherwise agreed, the limitation period for warranty claims and legal deficiency shall be 12 months or 3.000 hours for our Argon-Ion-Lasers (which happens earlier). The limitation period shall commence on the date the risk of loss passes to you.
    3. You shall immediately notify us of defects which appear and do everything within your power to keep the damage to a minimum.
    4. We shall be obligated to remedy defects only if you comply with your contractual obligations. In particular, agreed payments must be made in accordance with the payment terms, and you may withhold payments only in an amount which bears a reasonable relationship to the defects which have appeared.
    5. Defects resulting from normal wear and tear (especially in working parts) or from mishandling shall not be covered by this warranty. Our warranty
      obligation shall terminate if the products are modified or repaired by you or third parties not authorised by us.
    6. The following provisions shall apply to software:
      We warrant that the software delivered to you corresponds to our Program specifications, provided it has been installed in our corresponding systems and in accordance with our instructions. We shall not be liable nor shall we provide any warranty for software, interfaces, etc., produced by other manufacturers and supplied by us; where appropriate, we shall transfer to you our claims against the manufacturer concerned. Only software defects which can be reproduced at any time shall be considered to be defects covered by our warranty obligation. We shall remedy software defects which substantially impair the use in accordance with the contract, at our option and depending on the extent of the defect, either
      by installation of an improved version of the software or by advice to how to eliminate such defects or to avoid their effects. We do not warrant that the software will function without error in each configuration you select, unless such configuration has been specified by us. Claims based on a data loss shall also require that you have performed a data backup in a machine-readable form at intervals adequate to the application concerned, but not later than at the end of the day on which the software was used, to ensure the restoration of data with a reasonable expenditure.
  10. Industrial Property Rights and Copyrights
    1. Should claims be brought against you for infringement of industrial property rights or copyrights (the „Rights“) existing in your country based on your use of a product delivered by us, we shall defend you against such claims and pay any costs or damages either adjudicated or allowed by us to the owner of such right, provided that you notify us immediately in writing of such claims and all defences and measures to reach a settlement out of court are reserved to us. Under these conditions we shall generally obtain for you the right to continue to use the product. If this proves impossible under commercially reasonable conditions, we shall, at our expense and at our choice, either modify or replace the product so that it no longer infringes the paid to us, adjusted to take into account the age of the product. You shall not have any other or further claims arising out of
      the infringement of the Rights. We shall not be liable for infringement of Rights arising out of a modification of a product delivered by us, use of such product in a manner other than as specified in our publications or use of such product in combination with other products not supplied by us.
    2. We shall not be liable for infringement of Rights based on a product manufactured by us in accordance with your drawings, designs and specifications. In such case you shall indemnify us and hold us harmless against claims of third parties.
    3. You may not change the exterior of a product to allow you or a third party to appear to be the manufacturer, or remove our trademarks from, or affix your trademarks to, the product.
    4. We reserve title and copyright to cost estimates, drawings and other documents supplied by us; they may be made available to third parties only with our prior written consent. Drawings and other documents relating to quotations shall be returned to us immediately upon request if no order is placed with us. The preceding sentences shall also apply to your documents; however, your documents may be made available to such third parties whom we commission, or intend to commission, supplies or services.
  11. Rights to software
    You shall be granted a non-exclusive, non-transferable license to use programs, related documentation and subsequent amendments exclusively in connection with the product on which you initially use such programs, documentation and amendments. You shall have no further rights to the programs, relating documentation or subsequent amendments; we shall remain sole owner of the copyrights. You shall not make these programs, related documentation and subsequent amendments available to third parties, nor – even for your own purposes except for one backup copy – copy or otherwise duplicate them, without our prior written consent. Source programs shall be made available only by separate written agreement.
  12. Liability and Claims for Damages
    1. In any event, if the delivered product does not perform as agreed, then the limitations of available claims stated in this Article 12 will apply.
    2. For any other damages not directly related to the delivered product, we will only be liable in case of:
      • intentional or gross negligence of our corporate bodies or corporate executives,
      • culpable infringement of life, body and health,
      • defects which we have concealed fraudulently or for which we have guaranteed the absence,
      • defects of the delivery item, as far as we are liable regarding the
      • Product Liability Act for personal injury or damages on property of private
        used objects.
    3. In case of culpable infringement of essential contractual obligations, we are also liable for gross negligence of employees and for slight negligence, in the last case limited to the typical contractual, reasonably foreseeable damages.
    4. Save claims for damages the foregoing are your exclusive remedies in the event of a breach of warranty. ALL WARRANTIES, INCLUDING EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIAL PURPOSE, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW. Any claims for damages, whether contractual or statutory, shall be subject to the limitations and exclusions of liability stipulated in Section 12, in particular claims for compensation for damages not incurred by the product itself (consequential or indirect damages).
    5. If we supply you with software, we – including our employees and our vicarious agents and partners – shall only be liable for the loss or modification of data caused by defective programs if you have fulfilled your obligation to perform a data backup at adequate intervals, but at least once daily.
    6. In no event will we be liable for consequential or incidental damages, including without limitation, damages for lost profit or business interruption. All further claims are excluded.
  13. Duty to accept used products
    1. The ordering party generally undertakes to properly dispose of all supplied products according to the applicable law at its own cost. The ordering party also releases LASOS from all obligations pursuant to § 10 subsection 2 ElektroG or directive 2002/96/EC (WEEE) and all claims raised by third parties.
    2. Notwithstanding 13.1, LASOS is ready to accept the duty of proper disposing of used LASOS products free if these products are returned CPT Jena.
  14. Data handling
    LASOS saves data and information regarding the contractual relationship with the Customer in electronic form. In case personal data are concerned these data will be processed in accordance with the General Data Protection Regulation of the European Union
  15. Place of Performance, Place of Jurisdiction and Applicable Law
    1. Place of performance for delivery shall be our shipping office; place of performance for payments shall be our registered office (Federal Republic of Germany).
    2. If you are a merchant or a body corporate under public law or a body under public law with special assets, at our choice, the courts of Erfurt (Federal Republic of Germany) or of your registered office or place of business shall have jurisdiction.
    3. The law of the Federal Republic of Germany shall govern, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980

Updated February 2021 V1.5

General Terms and Conditions of Purchase

  1. Exclusive Application of the General Conditions of Purchase, closing of contract, subject terms of contract
    1. These General Conditions of Purchase (“hereinafter referred to as “Conditions”) govern the entire relationship between the “Seller” (shall mean the person or legal entity which the contractual relationship is upon) and LASOS in respect of any purchase order issued by LASOS notably to purchase Goods or acquire Services. These Conditions are applicable in full and as the sole end exclusive agreement, supplemented by the particular conditions reflected in LASOS´s purchase order together with all other contractual documents defined in these Conditions.
    2. The Seller waives its general conditions of sale. An additional objection has not to be declared to state these Conditions as exclusive even if LASOS takes over the Goods or Services (“Good”, “Goods” shall mean hereinafter the item, “Service” or “Services” shall mean the Services as described in the purchase order) from the Seller.
    3. The payment of the Goods or Services and the sole takeover of the Goods shall not constitute acceptance of the general conditions of sale of
      the Seller.
    4. After the first inclusion of these Conditions, all future businesses between the Seller and LASOS shall be governed by these Conditions without any necessity of additional reference unless otherwise agreed in future.
    5. No variation to the order or these Conditions shall be binding unless in writing between the authorised representatives of the Seller and LASOS.
    6. The purchase order constitutes an offer by LASOS to purchase Goods and/or acquire the Services subject to these Conditions. The order will lapse unless unconditionally accepted by the Seller in writing within 18 days of its date.
    7. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected thereby.
  2. Prices
    1. All prices for Goods or Services shall be set forth in the purchase order.
      Such prices are fixed and not subject to change by sole declaration of one party. Prices are deemed to “Delivered Duty Paid” (DDP – INCOTERMS 2010) to the agreed place of delivery. The price is expressed on a net basis, exclusive of any applicable value added tax which shall be payable by LASOS subject to a VAT invoice. The agreed price includes all charges for all of Seller´s costs, expenses, charges, costs of packaging, loading, transport as well as insurance costs and risks, the expenses as aforesaid are calculated by the Seller into the net prices which LASOS have the only obligation to pay.
    2. No price increase may be applied without the prior written consent of LASOS.
  3. Performance / Periods of delivery / Delay
    1. The Seller shall set up and maintain the period of delivery and/or execution as established in the order. The delivery and/or execution periods are an essential term of the contractual conditions. The Seller must immediately notify LASOS of any incident that may jeopardize the adherence to such delivery and/or execution periods.
    2. In the event of late deliveries, and without prejudice to the right of LASOS to terminate all or part of the order and/or claim for damages, the
      Seller shall pay a late fee of 0,3 % per started late working day with a maximum aggregate late fee of 5 % of the total amount of the order to which such delivery relates, net of tax. LASOS shall not be required to send a prior notice to the Seller with respect to any late delivery or the imposition of such late fees.
    3. LASOS shall be entitled to reject any Good delivered which are not in accordance with the contract.
    4. LASOS reserves the right to invoice the Seller for all costs resulting from delays in delivery (including, without limitation, assembly line shortage of LASOS customers and/or LASOS itself, late penalties, loss of profit etc.).
    5. A penalty agreed between the parties for the omission of performance by the Seller, whether in due form or in time shall not depend on a declaration of reservation on delivery. LASOS shall be entitled to claim for the agreed penalty until final payment has been done.
  4. Invoices, payments
    1. The Seller shall be entitled to invoice LASOS on or at any time after delivery of the Goods or performance of the Services, as the case may be.
      Each invoice must be sent in duplicate corresponding to an order of LASOS and it must set out a single delivery or performance. The invoice shall contain all the details that allow identification and it shall provide separate VAT details. Any incomplete invoice shall be returned unpaid to the Seller.
    2. Unless otherwise stated in the order, invoices will be payable 30 days from the end of the month in which a proper invoice is received and provided that delivery of the Goods or performance of the Services have occurred.
    3. A cash discount of 3 % shall be allowed for settlement by payment within a period of 30 days after delivery or performance and receipt of the
    4. The payment by LASOS shall not be considered as an acceptance of the compliance of the delivered Goods or Services as with the provisions of the purchase order and these Conditions.
    5. LASOS shall be entitled to retain payments to a reasonable extend if the delivery of Goods or performance of Services do not comply with the requirements of the purchase order or these Conditions.
  5. Security
    The Seller has full liability to comply with the provisions of all applicable laws, rules, technical standards (e.g. ISO, DIN, VDE, DIV), and regulations regarding health, safety and environment. The Seller shall indemnify and hold harmless LASOS from any liability claims, demand or expenses (including attorney fees and other professional fees) arising from or relating to Sellers non-compliance.
  6. Quality assurance
    The confirmation of LASOS`s order by the Seller shall mean the acceptance of the Quality Management System of LASOS and the agreement of strict
    observance of the terms thereof.
  7. Origin of the Goods
    1. The supplier is obliged to provide, at his own expense, all information and explanations, which may be required by regulation (EC) 2015/2447 and
      subsequent related regulations, to allow examinations by customs authorities and to obtain certificates when required.
    2. Seller`s confirmation and invoice have to comply with all state restrictions, including but not limited to, export licences, taxes and customs.
  8. Property and transfer of risk
    1. All risks of loss relating to the Goods shall remain with the Seller until actual delivery of the Goods to LASOS and, if agreed so, with the terminating of the assembly or mounting by the Seller, or acceptance of the Services by LASOS. The sole initial operation by LASOS shall not provide a substitute for a formal declaration of acceptance of the Services.
    2. The Seller undertakes not to stipulate any reservation of title clause in favour of its own suppliers in respect of parts, material or similar which are to be integrated in the Goods sold to LASOS in accordance with the order.
    3. The Seller agrees herewith to the assembly of the Goods delivered to LASOS into the products manufactured by LASOS. Moreover, the Seller agrees to the resale of the Goods by LASOS to the customers of LASOS in the due process of business.
    4. In the event LASOS provides the Seller with material to be part of the Goods, the title of property remains with LASOS in respect to such material. The material has to be marked as property of LASOS by the Seller. The assembly or usage of such material as aforesaid is restricted to the fulfilment of the order, the material may not be utilised for other purposes.
    5. The samples, models, tools, equipment and forms (hereinafter referred to as “Equipment”) made available to the Seller by LASOS shall remain exclusively the property of LASOS or its respective owner. The Seller shall identify the Equipment with a prominent and non-removable plaque or label containing the name of the owner given by LASOS. The Equipment must be used exclusively for execution of orders from LASOS. The maintenance of such Equipment and the preventative curative adjustments that are necessary for their proper functioning shall be the responsibility of the Seller. The Seller shall return the Equipment upon termination of the order without request. The Seller shall not be entitled to any lien in respect to the Equipment.
    6. The Seller grants LASOS the exclusive right, without limitation as to time, territory and content to use and exploit the subject of the contract. The agreed contract sum and its payment shall compensate for any copyrights. Granting of the rights includes the permission to treat or destroy the subject of the contract as well as the permission to grant rights to third parties. The contractor explicitly waives all rights which he may be entitled to as author, originator or owner of intellectual property rights of the subject of the contract, in particular the right on naming of the name and to get access to the subject of the contract.
  9. Warranty
    1. The Seller, as a specialist in its field, retain full liability for its technical decisions, regardless of the degree of assistance that LASOS may have provided during the fulfilment of the order.
    2. LASOS will do its best efforts to inform the Seller of any apparent defects immediately after such defects should be detected within the normal
      operational process. With respect to that, the Seller waives the exception of late claim.
    3. LASOS shall examine the Goods only by spot checks. LASOS shall be entitled to reject the entire charge if the amount of defect Goods exceeds 20 % of the delivered Goods. A delivery in instalments shall be deemed to be a separate delivery of a single contract and not severable.
    4. Without prejudice to LASOS` right to terminate the order, and/or to assert any claim, and in addition to any legal warranties, Seller grants to
      LASOS a contractual warranty. The Seller represents and warrants as a specialist of its field, to LASOS that the Goods
      • (i) shall be merchantable, and of good material and workmanship,
      • (ii) shall be fit for the particular purpose for which they are intended as specified to the Seller,
      • (iii) shall offer the safety as the laws require and which can be reasonably expected of them at the time of the placement of the order,
      • (iv) shall conform with all drawings, specifications and all definition document of the ordered Good
      • (v) shall be, in respect to non-specified characteristics, in conformity with the initial samples received by LASOS, and
      • (vi) shall be free of all latent defects, as well as design, manufacturing or operational defects
      • The takeover of the performed Services by LASOS shall not constitute acceptance of the aforesaid Services, and shall not discharge the Seller from its responsibility for any hidden defects, whenever such faulty Service may be discovered. Pursuant to these warranties, the Seller is bound by a performance obligation and shall take responsibility notably for the reimbursement to LASOS for all costs directly or indirectly incurred by LASOS in connection with any defective Goods or non-complying or additional Services and all direct and/or indirect consequential damages, including loss of profits, that are incurred directly by LASOS, whether the damage to persons or property, as well as consequential damages caused to third parties, to LASOS or the successors or assigns of LASOS or any third party, as well as their respective employees and/or property. Without prejudice of any other remedy, the seller shall at LASOS´s sole option, repair the Goods or supply any replacement Goods or Services reimburse the purchase price
    5. These warranties are granted for the duration of twenty four (24) months as from delivery date, or up to 6000 operation hours depending on the incident which occurs first. The warranty for Services is granted for the duration of thirty six (36) months as from the acceptance of the Services. The performance of the warranty by the Seller inhibits the expiry of the warranty period until the performance of warranty has been finished.
    6. The appearance of any defect Good within four (4) months after delivery creates the refutable conjecture that the Goods have been defect at the time of transfer of risk.
    7. Where the Seller is unable to perform this warranty correctly within reasonable delay depending on the circumstances, LASOS reserves the right, depending on the case, to buy the Goods and/or arrange for the performance of any Service itself or from another Seller, all at the cost of the defaulting Seller without prejudice to LASOS´s right to assert any claim, and in addition to all legal warranties under the law applicable.
    8. The warranty granted by the Seller shall constitute an additional contractual warranty which does not restrict the right of LASOS to claim out of warranties contained in the provisions of the applicable laws.
  10. Non-Performance
    LASOS reserves the right to withdraw from the entire contract or demand for compensation in the event the Seller continues to deliver the same or essentially the same Goods with defects or performs the Services inadequate or fails to deliver or perform in time despite of a dissuasion declared by LASOS.
  11. Intellectual / Industrial Property / Indemnification
    1. The Seller shall not use, for the purpose of fulfilling any order, Intellectual Property and/or Industrial Property Rights that belongs to a third party without the prior written consent of such third party. Any fees, royalties, or other payments that may be payable in connection with such utilisation shall be borne exclusively by the Seller.
    2. The Seller shall indemnify, defend and hold harmless LASOS from and against any legal or out of court claims made against LASOS at any place whatsoever by third parties, based on Intellectual and / or Industrial Property or Patent Rights relating to the Sellers fulfilment of the order. LASOS shall immediately inform the Seller of any such third party claims. In the event of any lawsuit, arbitration or other proceeding concerning the rights in sentence one of this number 11.2., instituted against LASOS, whether substantiated or not, the Seller undertakes, by virtue of the above mentioned guarantee, at the choice of LASOS, either to collaborate with and actively assist LASOS during proceedings or to undertake to take all necessary measures to resolve the dispute with the third party, while keeping LASOS informed.
    3. If LASOS must cease using all or part of the Goods then, without prejudice to the right of LASOS to withdraw the order, the Seller shall immediately do one of the following, at its sole and exclusive costs: obtain the right for LASOS to continue the use of the Goods , or modify or replace the Goods so that the rights to use cannot be disputed, it being stipulated that the Seller shall ensure, at its own expense, the recovery of any items of Goods to which all Intellectual Property Rights have not been granted that have been delivered to LASOS.
    4. In the event that LASOS is liable based on strict liability and the Goods purchased of the Seller have cause, whether in full or partly, the Seller shall indemnify LASOS of the liability in relation to the customer of LASOS, to that extend that the Seller would be liable if the customer would have claimed against the Seller directly.
    5. The Seller shall indemnify and hold harmless LASOS from any claim of customers of LASOS based on the advertisements which are announced by the Seller with respect to its Goods or Services or the advertisements which LASOS issues relying on the information of the Seller.
  12. Confidentiality
    1. The Seller agrees to keep secret all Confidential Information (as hereinafter defined) and will take all steps which may be necessary to maintain the secrecy of the Confidential Information. The term “Confidential Information” shall mean all information disclosed to the Seller or otherwise acquired by the Seller in connection with the fulfilment of its obligations under any order, concerning or relating in any way to the technical or commercial documents, specifications, formulae, drawings, plans, know-how, data, tools or samples, as well as the outcomes that result there from, markets, customers, products, procedures, plans, operation experience, employees of LASOS, the subsidiaries or affiliates of LASOS. This confidentiality obligation shall be binding on the Seller, its employees, agents, representatives and subcontractors.
    2. This obligation of confidentiality shall be maintained throughout the execution of the order and for a period of two (2) years thereafter.
    3. Upon termination or completion of any order, the Seller shall immediately cease to use the Confidential Information and shall return to LASOS all documents and copies in its possession or control which in any way embody or evidence the Confidential Information.
    4. Any document, product, drawing, study, information, specification, calculation, etc. entrusted by LASOS to the Seller for the purpose of execution of the order, is and remains the exclusive property of LASOS and must be identified as such.
    5. In no event and in no form whatsoever shall the orders entitle the Seller to execute any direct or indirect advertising using drawings received from LASOS or naming LASOS as reference, unless a prior written consent has been declared of LASOS.
  13. Choice of Law, Jurisdiction – European Contracts (EU)
    1. The entire agreement between LASOS and the Seller shall be governed by the laws of the Federal Republic of Germany under exclusion of the United Nations Convention on the international sale of Goods provided that Seller’s office is located within the territory of the European Union at the time of the confirmation of order. The relevant office shall be determined of the place which the confirmation of order is sent off or the branch, stock or the place of the instigation of the delivery or performance. In the event the places as referred aforesaid are different, the place of instigation the delivery or performance shall prevail.
    2. Any dispute arising under or in connection with this agreement as stated in this Article 13 shall be referred exclusively to the courts at the seat of LASOS in Jena, Germany. Additionally, LASOS shall be entitled to sue the Seller at any place with competent jurisdiction.
  14. Choice of law, Arbitration – Non-EU Contracts
    1. The entire agreement between LASOS and the Seller shall be governed by the UNIDROIT principles of international commercial contracts provided by the International Institute for the unification of private law in Rome in its actual version (currently 2004), supplemented where necessary by the laws of England provided that Seller’s office is located outside of the territory of the European Union at the time of the confirmation of order. The relevant office shall be determined of the place which the confirmation of order is sent off or the branch, stock or the place of the instigation of the delivery or performance. In the event the places as referred aforesaid are different, the place of instigation the delivery or performance shall prevail.
    2. Any dispute under or in connection with these Conditions or the sale of the Goods or performance of Services out of these agreements as defined in this Article 14 shall be referred exclusively to arbitration by a single arbitrator appointed by agreement of LASOS and the Seller or, in default, nominated on the application of either party. The arbitration shall take place in Jena applying the rules of the International Chamber of Commerce, Paris. The arbitration award shall be binding on both parties.
  15. General
    1. The order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the contract without prior consent of LASOS.
    2. No waiver declared by LASOS in respect of any breach of the contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
    3. The Seller shall inform LASOS of any sale of shares, voting rights, securities, assets or the change of control in the management. In any of such event, LASOS shall have the right to terminate the whole order or a part of it without prior notice.
    4. The Seller shall provide LASOS with all information and advice that is indispensable to the storage of any the Goods, the integration of any Good into any other product, and to its usage. It is required that the information and advice are sufficient and pertinent in this regard.
    5. LASOS saves the dates and information of the contractual relationship with the Seller in electronic form. In case personal data are concerned these data will be processed in accordance with the General Data Protection Regulation of the European Union.

Updated May 17th, 2018 V1.3

Conflict Minerals Policy Statement

LASOS Lasertechnik GmbH is committed to social and ecological responsibility both in its own ctivities and in the supply chain. In addition to our commitment, we must meet the legal requirements for specific customer requirements when they are approached. LASOS Lasertechnik GmbH supports the goals and tasks of US legislation with regard to conflict minerals. Our processes and efforts of Due Diligence are corresponding to the relevant parts of the Organization for Economic Co-operation and Development (OECD) internationally recognized framework for responsible supply chains of minerals from conflict-affected and high-risk areas.

On August 22, 2012, the US Securities and Exchange Commission published the rules for section 1502 of the Dodd Frank Act. Conflict minerals are tin, tantalum, tungsten, and gold (also known as “3TG”), which are derivatives of tinstone, columbite-tantalite, and tungstenite, regardless of their origin, processing, or sale. The provisions of the DoddFrank Act are intended to serve the humanitarian purpose of ending the violent conflict in the D.R. Congo and neighboring countries, which was partly funded by the mining and trade of conflict minerals.

Although LASOS Lasertechnik GmbH is not a US listed company, we tend to comply with these rules as part of our community responsibility. We regularly contact our suppliers to raise their awareness and responsibility regarding sources of origin of the conflict minerals.

If it turns out that our products contain 3TG from facilities in the conflict area that are not considered “conflict-free”, we will do our best to make it a conflict-free product. We strive to avoid the purchase of products from unaudited smelters or refineries. However, LASOS Lasertechnik GmbH does not intend to prevent its suppliers from purchase with reference to tested mines in the D.R. Congo and neighboring countries, as this could harm the legitimate economy and the populations of those countries. Suppliers are encouraged by us to continue to support audited smelters in the conflict area; they are also advised to take similar actions with their suppliers to ensure consistency and traceability throughout the supply chain back to the smelter.

LASOS Lasertechnik GmbH will take the appropriate measures to comply with applicable regulations and help our customers achieve our common goal of building a socially and environmentally responsible supply chain.

If you wish to request information or ask a question, please send an email to