1. Definition
The following terms and conditions apply to every order received by IRIS Technologies International (IRIS) and every delivery of goods. Exceptions can be made, only when confirmed by IRIS in writing. Purchase orders are only binding if confirmed by IRIS in writing (Fax or e-mail).

2. Payment
Deliveries are due and payable within 30 days Net of invoice date or in advance. Deductions are not allowed. All bank and transfer fees must be paid by the customer. The consequences arising out of delay are due to statutory provisions. Payments are due independantly of an eventual notice of defect.

3. Delivery
Delivery dates are not binding, unless expressly stated in the contract as binding dates. Delay in delivery requires a written reminder and an adequate additional grace period set by the customer. IRIS is only liable for claims for damages according to conditions in section 6.

4. Claims
Provisions for any warranty claim is the immediate inspection of goods upon delivery, and complaint the carrier, and immediate written complaint to IRIS. The complaint must be made within five workdays in case of visible defects or losses.

5. Risk Liability
Delivery is made at the customer's own risk. As soon as the goods leave IRIS's facility, the risk of accidental loss, destruction or deterioration passes to the customer.

6. Warranty and Damages

6.1. Warranty claims IRIS 's liability shall be restricted to the replacement of defective material. Transportation costs are borne by the customer. In case of failure of replacement or repair the customer may demand a reduction in price or cancellation of the purchase order related to the defective material only. The customer has to inspect the goods delivered immediately and shall immediately give written notification of any defects to IRIS, in case of non-obvious defects within 10 working days after delivery at the very latest.

6.2. Claims for damages
The liability of IRIS shall be restricted to intentional acts and acts of negligence, and compensation shall only be due for direct, foreseeable damages. Liability for breach of a material, essential duty of the contract, liability because of personal injury, liability according to the stipulations of the German Law on Product Liability and liability for the lack of the condition of the contract goods guaranteed by IRIS remain unaffected.

7. Third Party rights on industrial or other intellectual property IRIS shall not be liable for the infringement of third party rights founded on industrial or other intellectual property caused by the use of the delivered goods. The customer is fully responsible for the products manufactured with the goods. IRIS is not obliged to indemnify and hold harmless the customer from all claims raised by third parties based on the infringement of their industrial or intellectual property rights by the use of the goods.

8. Property Rights
The ownership of the goods shall remain with IRIS until payment has been received in full. In case of improper treatment of the goods or in case of default, IRIS may demand the return of the delivered goods. This demand entails cancellation of the contract only if IRIS declares it explicitly.

9. Place of Settlement and Court of Jurisdiction
The place of performance is Cursdorf/Germany. Proper venue for all claims is the competent local court at
IRIS's principal place of business – Cursdorf/ Germany. This agreement shall be governed by the laws of the Federal Republic of Germany, excluding the UN-Convention on the International Sale of Goods (CISG).