General terms and conditions

I. Scope and Formation of Contract

1. Business customers only

These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). EQ Photonics GmbH (hereinafter “EQ Photonics” or “we”) concludes contracts exclusively on the basis of these GTC. Conflicting or deviating terms and conditions of the customer are not recognised unless we have expressly agreed to their validity in text form.

2. Formation of contract

Our offers are subject to change and non-binding. A contract is only concluded upon written order confirmation or order confirmation in text form by EQ Photonics. Our order confirmation is decisive for the content of the contract. Oral promises or collateral agreements require confirmation in text form by EQ Photonics to be effective.

3. Form

Legally relevant declarations and notifications by the customer in connection with the contract (e.g. orders, notices of defects, declarations of withdrawal) must be made in text form (e.g. letter, e-mail or fax), unless a stricter form is required by law.

II. Prices and Terms of Payment

1. Prices and taxes

Our prices are net FCA (Incoterms® 2020) in euros plus statutory value added tax and any packaging, shipping, insurance and customs costs.

2. Payment terms

Unless otherwise agreed, invoice amounts are due for payment within 30 days of the invoice date without deduction. Receipt of the full amount in our account is decisive for the timeliness of payment.

3. Duties and customs

For cross-border deliveries, the customer bears the customs duties, import charges, taxes and other public charges applicable at the time of conclusion of the contract. If, after conclusion of the contract, the customs duties, charges or comparable public fees relevant to the delivery change as a result of statutory or official measures, EQ Photonics is entitled to pass on the demonstrably increased costs arising therefrom to the customer in their actual amount. EQ Photonics will inform the customer of such changes without delay. If the total price increases by more than 15 % of the net value of the goods as a result, the customer is entitled to withdraw from the contract with respect to the part not yet performed.

4. Default of payment

In the event of the customer’s default of payment, the statutory provisions apply (Sections 286, 288 BGB). We reserve the right to claim further damages caused by default.

III. Delivery, Shipping and Passing of Risk

1. Delivery terms

Unless otherwise agreed, delivery is made FCA (Incoterms® 2020). At the customer’s request, EQ Photonics organises shipment to a destination; the customer bears the costs thereof.

2. Passing of risk

The risk of accidental loss or deterioration of the goods passes to the customer at the latest upon handover to the forwarding agent, carrier or other person designated to carry out the shipment. This also applies if EQ Photonics exceptionally undertakes the transport or if partial deliveries are made.

3. Delivery periods

Stated delivery dates are non-binding target dates unless expressly promised as binding. EQ Photonics endeavours to meet them. If EQ Photonics exceeds a delivery date promised as binding, the customer must set a reasonable grace period. After the grace period has expired without result, the customer is entitled to withdraw from the contract. Further claims due to delay in delivery are excluded, except in cases of intent or gross negligence.

4. Acceptance of goods and default of acceptance

If the customer is in default of acceptance or fails to provide necessary cooperation, EQ Photonics is entitled to store the goods at the customer’s expense and risk. Storage costs are charged at a flat rate of 0.5 % of the net value of the goods per calendar week or part thereof. Upon storage, the risk of accidental loss or deterioration of the goods passes to the customer.

5. Framework agreements and call-off orders

Obligation to accept: In the case of framework or call-off orders without expressly agreed fixed delivery dates, the entire order quantity must be accepted within 12 months of the order confirmation, unless expressly agreed otherwise.

Forecasts and call-offs: Delivery schedules, forecasts or quantity projections serve planning purposes only unless expressly agreed as binding. Binding acceptance obligations arise only through specific call-offs confirmed by EQ Photonics. EQ Photonics is not obliged to reserve material or capacity solely on the basis of non-binding forecasts.

6. Quality assurance

EQ Photonics generally works with manufacturers that maintain a suitable quality management system (e.g. in accordance with DIN EN ISO 9001). Where necessary for the cooperation, corresponding evidence is regularly obtained or updated. The customer acknowledges that EQ Photonics, as a distributor, is neither the operator nor the certificate holder of its manufacturers’ quality management systems and therefore cannot guarantee the continued existence of individual certifications.

IV. Retention of Title

1. Reserved goods

The delivered goods remain the property of EQ Photonics until full payment of all claims arising from the business relationship. In the case of a current account, the retained title serves as security for the balance claim.

2. Resale and assignment of claims

The customer is entitled to resell or process the reserved goods in the ordinary course of business. The customer hereby assigns to EQ Photonics the claims arising from the resale in the amount of the final invoice amount (including VAT). EQ Photonics accepts the assignment. The customer remains authorised to collect the claims until revoked.

3. Processing and combination

Processing of the reserved goods is carried out on behalf of EQ Photonics. In the event of combination or mixing with third-party items, EQ Photonics acquires co-ownership in the ratio of the value of the reserved goods to the other items.

V. Export Controls

1. Compliance with export regulations

The customer undertakes to comply with all applicable export and re-export control regulations of the Federal Republic of Germany, the European Union and – where applicable – the United States of America.

2. Dual-use and end use

The customer shall ensure that goods subject to licensing requirements or dual-use goods are used or passed on only in accordance with the relevant regulations. Upon request, the customer shall provide end-use certificates or comparable evidence.

3. Right to refuse performance and indemnification

EQ Photonics is entitled to suspend deliveries as long as export control reviews or licences are pending. The customer shall indemnify EQ Photonics against all damages and costs resulting from a breach of export control obligations.

VI. Supplied Software

1. Rights of use

The customer receives a simple, non-transferable right to use the software exclusively in connection with the delivered goods.

2. Restrictions

Reproduction, modification, distribution or reverse engineering of the software is not permitted unless mandatorily permitted by law.

3. Rights and breaches of contract

All rights to the software remain with EQ Photonics or the respective licensor. In the event of culpable breaches of contract that are not merely insignificant, EQ Photonics is entitled to terminate the right of use extraordinarily after issuing a warning.

VII. Warranty and Liability

1. Warranty

The warranty period in B2B relationships is 12 months from the passing of risk.

2. Duties of inspection and notification

For commercial transactions between merchants, the duties under Section 377 of the German Commercial Code (HGB) apply.

3. Liability

EQ Photonics is liable without limitation in cases of intent, gross negligence, injury to life, body or health, and under the German Product Liability Act. In the event of a slightly negligent breach of material contractual obligations, liability is limited to the foreseeable damage.

VIII. Consequential Damages and Recall Costs

EQ Photonics is not liable for indirect damages, consequential damages, production downtime, lost profits or recall costs of the customer, unless liability is mandatory by law. This applies in particular in connection with design-in services, development projects or customer-specific adaptations.

IX. Product Life Cycle and Discontinuation

EQ Photonics reserves the right to discontinue products with reasonable notice (“End of Life”). There is no entitlement to long-term availability unless expressly agreed in writing.

X. Development Services, Design-Ins and Project Business

Development services, prototypes, samples or design-in services are provided exclusively on a project basis and do not constitute a guarantee of suitability for series use or series supply. Changes to the scope of services require text form; additional costs and schedule changes may be taken into account appropriately.

XI. Intellectual Property and Know-how

All intellectual property rights, technical concepts, designs, developments and know-how of EQ Photonics remain exclusively with EQ Photonics. Customer-specific developments do not constitute a transfer of intellectual property rights but merely a contractually agreed right of use.

XII. Governing Law and Place of Jurisdiction

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is – to the extent permissible – Munich.

XIII. Cooperation with Frankfurt Laser Company

1. Forwarding of inquiries

Where an inquiry, order or request of the customer concerns products or manufacturers distributed by FLC – Frankfurt Laser Company GmbH, Friedrichsdorf (“FLC”), an affiliate of EQ Photonics, EQ Photonics is entitled to forward it to FLC, including the information required for its processing. The customer may object to the forwarding at any time in text form, including already in its inquiry.

2. Contracting party

After forwarding, FLC will submit its own offer to the customer. In this case, a contract is concluded exclusively between the customer and FLC on FLC’s terms. EQ Photonics does not become a party to the contract and assumes no obligations arising from contracts between the customer and FLC.

3. Exchange of customer data

EQ Photonics and FLC may exchange the customer’s business contact and master data as well as information on product interests, applications and previous inquiries and orders with each other. This applies to the extent necessary to assign inquiries, to avoid duplicate processing, to handle joint projects or to maintain customer master data. The customer’s respective business relationship with EQ Photonics and with FLC remains unaffected.

4. Confidential information

Information that is subject to a non-disclosure agreement or that the customer has marked as confidential is excluded from disclosure under paragraphs 1 and 3. Its disclosure to FLC requires the customer’s prior consent in text form. The provisions of a non-disclosure agreement concluded between the parties take precedence over these GTC.

5. Data protection

The processing of personal data in connection with paragraphs 1 and 3 is governed by Section 10 of the EQ Photonics privacy policy at https://www.eqphotonics.de/en/privacy-policy/. The customer shall inform the employees whose contact details it provides to EQ Photonics of this privacy policy.

XIV. Miscellaneous

1. Force majeure

EQ Photonics is not liable for delays or non-performance due to force majeure.

2. Data protection

Personal data is processed in accordance with applicable data protection law and the EQ Photonics privacy policy at https://www.eqphotonics.de/en/privacy-policy/.

3. Final provisions

Amendments and additions to these GTC require text form. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. These GTC are available in German and English; in case of discrepancies, the German version shall prevail.

Version 01.10.2026