Terms and Conditions

FLC – Frankfurt Laser Company GmbH · An den 30 Morgen 13, 61381 Friedrichsdorf, Germany · Phone: +49 (0)6172 27978-0 · Fax: +49 (0)6172 27978-10 · E-mail: sales@frlaserco.com · www.flc-laser.com

I. Scope, Formation of Contract and Language

• These General Terms and Conditions of Sale and Delivery (“Terms”) apply to all deliveries and services of FLC – Frankfurt Laser Company GmbH (“Supplier”). They apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law, and to purchasers domiciled outside Germany acting in the course of their trade, business or profession (“Purchaser”). Supplier does not enter into contracts with consumers.
• These Terms apply exclusively. Purchaser’s terms and conditions, including those contained in purchase orders, shall not become part of the contract, even if Supplier does not expressly object to them or delivers without reservation in knowledge of conflicting terms. ANY ACCEPTANCE OF AN ORDER BY SUPPLIER IS EXPRESSLY CONDITIONAL ON PURCHASER’S ASSENT TO THESE TERMS.
• These Terms also apply to future transactions with Purchaser.
• Supplier’s offers are non-binding. A contract is formed only upon Supplier’s order confirmation in text form or upon delivery of the goods. The order confirmation governs the content of the contract. Collateral agreements and assurances are effective only if confirmed by Supplier in text form.
• Legally relevant declarations by Purchaser, in particular notices of defects, setting of deadlines and declarations of rescission, require text form.
• These Terms are available in German and English. In case of any discrepancy, the German version shall prevail.
• Protective devices are supplied only if expressly agreed.

II. Prices, Payment and Duties

• Prices are net FCA (Incoterms® 2020) Supplier’s warehouse, in euros or in the currency stated in the order confirmation, plus statutory VAT and the costs of packaging, shipping and insurance.
• Purchasers domiciled in Germany shall pay within 30 days of the invoice date without deduction, unless otherwise agreed.
• Purchasers domiciled outside Germany shall pay in advance by bank transfer, unless otherwise agreed. Payment by credit card is accepted for invoice amounts up to EUR 5,000 or the equivalent. Bank charges are borne by Purchaser. Payment is deemed made when the full amount is credited to Supplier’s account.
• For deliveries outside the European Union, Purchaser shall bear all import duties, additional and countervailing duties, tariffs, import taxes, fees and other charges in the country of destination, regardless of their legal basis and of when they are introduced. Purchaser is the importer of record and is responsible for the customs declaration in the country of destination.
• If, after conclusion of the contract, statutory or governmental measures change duties or charges that Supplier must bear for procuring or delivering the goods, Supplier may pass on the demonstrable additional costs in their actual amount. Supplier will inform Purchaser without undue delay. If the total price thereby increases by more than 15%, Purchaser may rescind the contract with respect to the part not yet performed.
• In the event of late payment, the statutory provisions apply (Sections 286, 288 BGB). Supplier reserves the right to claim further damages caused by delay.
• Purchaser may only set off claims that are undisputed or have been finally determined by a court. Purchaser may withhold payments on account of defects only in reasonable proportion to the defect. Purchaser may not unilaterally amend Supplier’s invoices.

III. Delivery, Passing of Risk and Force Majeure

• Delivery is FCA (Incoterms® 2020) Supplier’s warehouse, unless otherwise agreed. At Purchaser’s request, Supplier will arrange shipment at Purchaser’s cost and risk. Deliveries DDP or with Supplier acting as importer in the country of destination require express agreement in text form.
• Risk passes to Purchaser no later than upon handover of the goods to the forwarder, carrier or other person designated to carry out the shipment, including for partial deliveries and where Supplier bears the shipping costs. If shipment is delayed for reasons for which Purchaser is responsible, risk passes upon notification of readiness for shipment.
• Delivery dates are non-binding unless expressly confirmed as binding. Delivery periods begin only upon receipt of the order confirmation, receipt of any agreed advance payment, clarification of all technical questions and availability of any required end-use statements and export licenses. Supplier does not enter into fixed-date transactions.
• Partial deliveries are permitted to the extent reasonable for Purchaser.
• If Supplier fails to meet a binding delivery date, Purchaser shall set a reasonable grace period. If this period expires without delivery, Purchaser may rescind the contract with respect to the goods not yet delivered. Damages for delay may be claimed only in accordance with Section VII.
• Force majeure and other events for which Supplier is not responsible extend the delivery period by the duration of the impediment plus a reasonable start-up period. Such events include, in particular, war, epidemics, natural events, labor disputes, governmental measures, export or import bans, sanctions, and non-delivery or incorrect delivery by Supplier’s manufacturers for which Supplier is not responsible. Supplier will inform Purchaser without undue delay. If the impediment lasts longer than three months, either party may rescind the contract with respect to the part not yet performed.
• Purchaser may reject delivered goods only if they do not conform to the agreed specifications. Purchaser may not refuse acceptance because of insignificant defects.
• If Purchaser is in default of acceptance, Supplier may store the goods at Purchaser’s cost and risk. Storage costs are charged at a flat rate of 0.5% of the net value of the goods per commenced calendar week. Either party may prove lower or higher costs.

IV. Retention of Title and Security Interest

• The goods remain Supplier’s property until full payment of all claims arising from the business relationship.
• Purchaser may not pledge the goods subject to retention of title or transfer them by way of security. Purchaser may resell or process such goods in the ordinary course of business. Purchaser hereby assigns to Supplier the resulting claims in the amount of the final invoice total, and Supplier accepts this assignment. Purchaser remains authorized to collect these claims until revoked.
• Processing is carried out on Supplier’s behalf. If the goods are combined or mixed with other items, Supplier acquires co-ownership in proportion to the value of the goods subject to retention of title. Purchaser bears the costs of any third-party intervention.
• If the law of the country of destination does not recognize retention of title, or recognizes it only under further conditions, a security right with comparable effect permitted there shall be deemed agreed. Purchaser shall cooperate in all measures required for this purpose. FOR DELIVERIES TO THE UNITED STATES, PURCHASER HEREBY GRANTS SUPPLIER A PURCHASE MONEY SECURITY INTEREST IN THE GOODS AND THEIR PROCEEDS UNTIL FULL PAYMENT AND AUTHORIZES SUPPLIER TO FILE A UCC-1 FINANCING STATEMENT.

V. Export Control, Sanctions, Origin and Product Regulations

• The goods may be subject to export and re-export restrictions under the laws of the Federal Republic of Germany, the European Union, the United States of America (in particular the Export Administration Regulations and the International Traffic in Arms Regulations) and the United Nations. Purchaser shall comply with these regulations and all applicable sanctions when using or transferring the goods.
• Upon request, Purchaser shall inform Supplier of the end user, final destination and intended use and provide end-use statements. Purchaser shall not supply the goods, directly or indirectly, to sanctioned persons or entities or for prohibited end uses. Purchaser shall not sell, export or re-export the goods, directly or indirectly, to the Russian Federation or Belarus or for use there.
• Supplier may suspend delivery while any required review or license is pending. If a required license is refused, or if there are specific indications of a breach of paragraph 1 or 2, Supplier may rescind the contract. In these cases, Purchaser may claim damages only if Supplier is responsible for the delay or the ground for rescission.
• Supplier states the country of origin based on the information provided by the respective manufacturer. Purchaser is responsible for tariff classification, customs value and the declaration of origin in the import entry. Before ordering, Purchaser shall verify whether the goods are subject to import restrictions or special duties in the country of destination. Supplier owes preferential or other customs benefits only if expressly agreed.
• Unless otherwise agreed, the goods are supplied as components for incorporation into Purchaser’s products. Purchaser is responsible for ensuring that its products comply with the regulations applicable in the country of destination. For laser products in the United States, this includes in particular the requirements of the Food and Drug Administration under 21 CFR 1040.10 and 1040.11, including the reporting obligations under 21 CFR Part 1002. If the goods are not intended for incorporation, Purchaser shall notify Supplier before conclusion of the contract.
• Purchaser shall indemnify Supplier against all claims, fines and costs arising from a breach of paragraphs 1, 2, 4 or 5 for which Purchaser is responsible.

VI. Claims for Defects

• Purchaser shall inspect the goods without undue delay after receipt and give notice of defects in text form: obvious defects no later than 14 days after receipt, hidden defects without undue delay after discovery. In all other respects, Section 377 of the German Commercial Code (HGB) applies.
• In the event of defects, Supplier shall, at its option, remedy the defect or deliver replacement goods. If such cure fails, Purchaser may reduce the price or rescind the contract. Purchaser may claim damages only in accordance with Section VII.
• No claims for defects exist in cases of normal wear and tear, improper handling, operation outside the specifications, or interventions or modifications by Purchaser or third parties.
• Information in data sheets, catalogs and offers describes the characteristics of the goods and does not constitute a guarantee. Supplier assumes a guarantee only if expressly designated as such. Supplier owes suitability for a particular purpose only if expressly agreed. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• Claims for defects become time-barred 12 months after the passing of risk. This does not apply in cases of intent, fraudulent concealment of a defect, injury to life, body or health, assumption of a guarantee, claims under the German Product Liability Act, or in the cases of Sections 445b and 478 BGB.
• Supplier will pass on to Purchaser any further manufacturer warranties to the extent legally possible. These do not constitute a guarantee by Supplier.

VII. Liability and Indemnification

• Supplier is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealed defects, under an assumed guarantee, and under the German Product Liability Act.
• IN THE EVENT OF A SIMPLY NEGLIGENT BREACH OF MATERIAL CONTRACTUAL OBLIGATIONS, SUPPLIER’S LIABILITY IS LIMITED TO THE FORESEEABLE DAMAGE TYPICAL FOR THE CONTRACT. Material contractual obligations are those whose fulfillment is essential for the proper performance of the contract and on whose observance Purchaser may regularly rely.
• IN ALL OTHER RESPECTS, SUPPLIER’S LIABILITY IS EXCLUDED. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR PUNITIVE OR EXEMPLARY DAMAGES.
• These limitations of liability also apply in favor of Supplier’s officers, employees and agents.
• Purchaser shall indemnify Supplier against third-party claims, in particular product liability claims, to the extent they are based on the design, integration, labeling, instructions, modification or use of the goods by Purchaser or its customers and Supplier is not responsible for them. The indemnity includes reasonable costs of legal defense.
• Purchaser shall maintain product liability insurance with adequate coverage. For deliveries to the United States, such insurance must also cover damage occurring there.

VIII. Intellectual Property and Documents

• Supplier warrants that the goods are free from third-party intellectual property rights in the Federal Republic of Germany. For other countries, in particular the United States, Supplier gives this warranty only if expressly agreed. Where Supplier delivers according to drawings, specifications or other requirements of Purchaser, Purchaser shall indemnify Supplier against third-party claims for infringement of intellectual property rights.
• Supplier retains ownership and copyright in offers, cost estimates, drawings and other documents. They may be made available to third parties only with Supplier’s prior consent in text form and shall be returned upon request if no order is placed.
• Supplier will disclose Purchaser’s documents to third parties only with Purchaser’s consent. This does not apply to disclosure to manufacturers or engaged third parties to the extent required to perform the delivery or service, or to disclosure to EQ Photonics GmbH in accordance with Section X.

IX. Embedded Software

• Purchaser receives a non-exclusive right to use any software supplied solely with the goods delivered. Purchaser may transfer this right only together with the goods.
• Copying, modifying and reverse engineering the software are prohibited unless mandatorily permitted by law. Manufacturers’ license terms take precedence.

X. Cooperation with EQ Photonics GmbH

• Forwarding of inquiries: Where an inquiry, order or request of Purchaser concerns products or manufacturers distributed by Supplier’s affiliate EQ Photonics GmbH, Zeppelinstr. 4, 85399 Hallbergmoos, Germany (“EQ Photonics”), Supplier may forward it to EQ Photonics together with the information required to process it. Purchaser may object to such forwarding at any time in text form, including in the inquiry itself.
• Contracting party: After forwarding, EQ Photonics will submit its own offer to Purchaser. In that case, a contract is concluded exclusively between Purchaser and EQ Photonics on EQ Photonics’ terms. Supplier does not become a party to that contract and assumes no obligations under contracts between Purchaser and EQ Photonics.
• Exchange of customer data: Supplier and EQ Photonics may exchange Purchaser’s business contact and master data as well as information on product interests, applications and previous inquiries and orders. This applies to the extent necessary to assign inquiries, avoid duplicate processing, handle joint projects or maintain customer master data. Purchaser’s respective business relationship with Supplier and with EQ Photonics remains unaffected.
• Confidential information: Information subject to a non-disclosure agreement or marked confidential by Purchaser is excluded from disclosure under paragraphs 1 and 3. Its disclosure to EQ Photonics requires Purchaser’s prior consent in text form. The provisions of any non-disclosure agreement between the parties take precedence over these Terms.
• Data protection: The processing of personal data in connection with paragraphs 1 and 3 is governed by Section 7 of Supplier’s privacy policy at https://flc-laser.com/privacy-policy/. Purchaser shall inform the employees whose contact details it provides to Supplier of this privacy policy.

XI. Governing Law and Dispute Resolution

• These Terms and all contracts with Purchaser are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules.
• For Purchasers domiciled in a member state of the European Union, the exclusive place of jurisdiction is Supplier’s registered office. Supplier may also bring an action at Purchaser’s general place of jurisdiction.
• For Purchasers domiciled outside the European Union, in particular in the United States, all disputes arising out of or in connection with the contract or its validity shall be finally settled under the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts. The seat of arbitration is Frankfurt am Main, Germany. The arbitral tribunal consists of a sole arbitrator. The language of the proceedings is English.
• Notwithstanding paragraph 3, Supplier may also assert payment claims before the state courts at Purchaser’s registered office.

XII. Final Provisions

• Personal data is processed in accordance with applicable data protection law and Supplier’s privacy policy at https://flc-laser.com/privacy-policy/.
• Amendments and supplements to the contract require text form.
• Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.

As of: 01.10.2026