General Terms and Conditions of Sale and Delivery

1. Scope of application
   1. These general terms and conditions of sale and delivery (hereinafter “Conditions”) apply to all contracts relating to the sale and delivery of products of Skyray Associates (hereinafter “Skyray”) to its customers (hereinafter “Customer”), regardless of whether this is a single transaction or a series of transactions based on a framework agreement between Skyray and the Customer. Any general terms and conditions of the Customer are valid only if they have been specifically accepted in writing by Skyray. These Conditions nevertheless take in any case priority over Customer’s different general terms and conditions.
   2. All orders are accepted and performed on the basis of these Conditions. Differing agreements must be made in writing and apply only to the transaction for which they have been agreed.
2. Prices
   1. Prices are agreed in writing and are quoted net inclusive of VAT.
3. Payments
   1. Invoices are payable within 30 days of the invoice date without any deduction, put aside where otherwise agreed in writing.
   2. In the event of failure to comply with the agreed payment date, the Customer shall be deemed to be in default without any reminder on the part of Skyray from the due date and shall be required to pay a flat-rate administrative charge for each case of default. Skyray reserves the right to enforce further claims for damage.
   3. If the Customer is in default, Skyray is entitled to retain at any time orders which have already been placed and confirmed by Skyray until all the due payments have been settled by the Customer. Moreover, in the event of default or if Skyray has reasonable doubts as to the solvency of the Customer, Skyray may require advance payment for all orders which have already been placed and also for future orders. All further rights of Skyray in the event of default are reserved.
   4. The Customer is not entitled to offset claims of Skyray for the payment of purchase prices against any possible counterclaims.
4. Deliveries
   1. Delivery dates apply subject to unforeseen events. However, Skyray excludes in full all possible claims by the Customer based on late deliveries (in particular claims for compensation).
   2. If dispatch is delayed for reasons for which the customer is responsible or if the Customer declines acceptance, Skyray reserves the right to store deliveries for the account and at the risk of the Customer on its own premises or with third parties.
   3. Returns for which Skyray was not responsible will be charged to the Customer.
   4. Skyray is entitled to make partial deliveries, set aside where otherwise agreed in writing.
   5. An order may only be cancelled with the written consent of Skyray. Where order cancellations are accepted, Skyray will charge a flat-rate handling fee.
5. Warranty and liability
   1. Skyray guarantees the characteristics stipulated in the agreed product specification. All further guarantees extending beyond the contractual specification is excluded. Skyray does not guarantee the purpose of use of the product intended by the Customer.
   2. The Customer must verify the delivery immediately after it has been received.Complaints must be made in writing, before processing and no later than within eight days of receipt of the goods with a detailed description of the defects. In the event of hidden defects, the complaint must be made in writing, immediately General Terms and Conditions of Sale and Delivery after such defects are discovered, but no later than three months after receipt of the goods and before the product’s expiry date, and with a detailed description of the defects. If the complaint is not made in a timely manner, in the correct form or is not adequately specified, no rights under warranty exist. In the event of a warranty claim, Skyray is at liberty to make repairs or replacement deliveries. Claims of the Customer for potential damage, either direct or indirect, for rescission or for reduction of the purchase price are excluded. If Skyray is unable to make a subsequent delivery or if this has been declined by Skyray, the purchase price for the defective part of the delivery will be refunded. Complaints do not release the Customer from the obligation to comply with these Conditions.
   3. Save for the warranty provided by Skyray pursuant to the above sections 5.1 and 5.2, all liability arising out of, or in connection with, the contractual relationship between Skyray and the Customer is excluded in full to the extent permitted by law.
6. Intellectual property rights / confidentiality
   1. All intellectual property rights (trademarks, patent rights etc.) on or in connection with the products delivered remain vested in Skyray.
   2. All documents (including offers) and notes handed over by Skyray to the customer together with the products delivered, or otherwise made available to the Customer in any form whatsoever, must be treated in strict confidence by the Customer and may not be disclosed in any way to third parties without prior written consent of Skyray.
7. Reservation of ownership
   1. The delivered goods remain property of Skyray until such time as the Customer has fully performed all its obligations. Skyray is entitled to make use of this reservation of ownership without intervention of the courts by collecting the goods from the Customer at any time.
8. Further provisions
   1. Amendments and additions to these Conditions are valid only if they are made in writing. This applies likewise to any waiver of the requirement of the written form.
   2. Set aside where otherwise agreed in writing, the place of performance for all contractually stipulated deliveries and services is the registered office of Skyray.