General Terms of
Delivery

1. All deliveries and services of IDS Imaging Development Systems GmbH (IDS) shall be governed exclusively by these General Terms and Conditions of Delivery (GTCD). The GTCD shall form part of all contracts concluded between IDS and its customers (Customer or Customers) in relation to the deliveries and services offered by IDS, unless otherwise agreed in an individual case. The GTCD shall, however, only apply if the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law; IDS does not enter into contracts under these GTCD with consumers within the meaning of Section 13 BGB. Any general terms and conditions of the Customer – whether deviating from or supplementing these GTCD – shall only apply if IDS has expressly consented to them in writing. The requirement of express written consent shall apply in all cases, including, without limitation, in the event of an unconditional acceptance and execution of an order with knowledge of the Customer's general terms and conditions, or a reference by IDS to a document that contains or refers to the Customer's general terms and conditions.
2. These GTCD shall also apply to all future deliveries and services by IDS, even if no further reference is made to them at a later stage.
3. Individual agreements concluded with the Customer on a case-by-case basis (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these GTCD. For evidentiary purposes, the content of such agreements shall be documented in writing (in the case of initially oral agreements, such documentation may be prepared subsequently).
4. IDS reserves all ownership rights, copyrights and other intellectual property rights in and to cost estimates, files, samples, plans, drawings, programs, models, (technical) documentation and specifications, as well as similar information in tangible or intangible form – including in electronic form – (collectively, IDS Documents). IDS Documents shall not be reproduced, made accessible to third parties, or used outside the contractual purpose under these GTCD without the prior consent of IDS.

1. Unless otherwise agreed, the net prices current at the time of conclusion of the contract shall apply Free Carrier (FCA pursuant to Incoterms 2020) Obersulm, IDS premises. Statutory value added tax shall be shown separately.
2. Invoices for deliveries shall be payable within thirty (30) days of the invoice date, without deduction, to the bank account specified by IDS.
3. Invoices for services shall be payable immediately, without deduction, to the bank account specified by IDS.
4. The Customer shall only be entitled to withhold payments or to set off counterclaims against claims of IDS to the extent that such counterclaims are undisputed, have been finally adjudicated, or arise from the same contractual relationship as the relevant claim of IDS.
5. If more than four (4) months elapse between the date of conclusion of the contract and the agreed delivery date, and IDS can demonstrate that price or cost increases have occurred in the "Cost of Production" (that is costs incurred by IDS in the manufacture of the contractual services and products, including electricity costs, heating costs and material prices; Section 255(2) of the German Commercial Code (HGB)) that increase the Cost of Production of IDS by more than five per cent (5%), IDS shall be entitled to demand a correspondingly adjusted price, provided that such increase shall not exceed fifteen per cent (15%) of the originally agreed price. If the Cost of Production decreases, IDS shall be obliged to reduce the price for the ordered service or product accordingly, in the same manner.
6. Bills of exchange shall only be accepted on the basis of a separate agreement. Checks and bills of exchange shall only be accepted on account of performance. Discount charges and bank fees shall be borne by the issuer. Payments shall only be deemed effected upon unconditional credit to the bank account of IDS. If the Customer has issued several bills of exchange and one bill of exchange is not paid when due, all other bills of exchange shall become immediately due to payment.

1. Offers made by IDS (that is in catalogues, advertising materials or on the IDS website) are always non-binding. Such offers do not constitute a binding offer within the meaning of Section 145 BGB, and IDS does not assume any procurement risk in this regard. In particular, IDS reserves the right to discontinue or replace products from its product range, to change prices and other terms and conditions, and to modify or correct product characteristics; this right of modification shall no longer apply to the extent that a valid contract has already been concluded with the Customer.
2. Orders by the Customer may be placed orally or in writing and shall be binding on the Customer as an offer within the meaning of Section 145 BGB. A contract with IDS shall only be concluded if IDS, within two (2) weeks of receipt of the order, accepts the Customer's order by way of a declaration of acceptance in the form of an order confirmation, or executes the delivery specified in the order.
3. Information provided by IDS regarding delivery periods are, as a matter of principle, subject to change and non-binding, unless otherwise agreed. The delivery period shall be communicated in the order confirmation and shall be determined on a case-by-case basis, depending on the ordered service or product and the information provided and agreements reached by the Customer. The Customer shall, upon request by IDS in connection with the order, provide all information and any documents required for the proper processing of the delivery before IDS issues a declaration of acceptance in accordance with Section 3, paragraph 2.
4. Compliance with the delivery period shall be subject to correct and timely self-supply, provided that IDS has entered into a congruent covering transaction, to the extent that any incorrect, late or failed self-supply is not attributable to IDS. Where an advance payment prior to delivery has been individually agreed, the indicated delivery periods shall only commence upon receipt of the advance payment by IDS; in the case of a communicated delivery date, such date shall be extended by the time until receipt of the advance payment by IDS.
5. Operational interruptions not attributable to IDS and other events beyond the reasonable control of IDS that could not reasonably have been avoided or overcome by IDS, such as fire damage, floods or other natural disasters, strikes and other similar unforeseeable events ("Force Majeure"), shall release IDS from its delivery obligation for the duration of their effects or, in the case of impossibility, permanently; the period to be observed by IDS shall be suspended for the duration of the disruption caused by Force Majeure. IDS then has a reasonable restart period. IDS shall promptly notify the Customer of the occurrence of a Force Majeure event and the anticipated duration of its effects. If a Force Majeure event renders the delivery or service by IDS substantially more difficult or impossible, and the impediment is not merely of a temporary nature, IDS shall be entitled to withdraw from the contract. To the extent that the impediment is only of a temporary nature, the delivery or service periods shall be extended, or the delivery or service dates shall be postponed, by the duration of the impediment plus a reasonable restart period. To the extent that acceptance of the delivery or service has become unreasonable for the Customer as a result of the delay, the Customer may withdraw from the contract by way of a prompt written declaration to IDS.

1. Unless otherwise agreed, delivery shall be made free carrier (FCA pursuant to Incoterms 2020) Obersulm, IDS premises; the risk of accidental loss or destruction of the delivered goods (Delivered Goods) shall pass to the Customer upon handover to the carrier or any other person designated for (onward) transport at the agreed place of delivery.
2. If shipment by IDS is agreed, such shipment shall – unless otherwise agreed – be made from the IDS premises at the Customer's risk and expense. If (onward) transport by employees of IDS is agreed, the risk of accidental loss or destruction shall – unless otherwise agreed – pass to the Customer upon commencement of the transport outside the IDS premises; the liability of IDS for such transport shall be governed by Section 6.
3. The Customer shall, without undue delay after receipt of the Delivered Goods, inspect whether the Delivered Goods conform to the contractually agreed specifications by way of a reasonable incoming goods inspection; Section 377 of the German Commercial Code (HGB) shall apply subject to the following provisions: In the case of defects that are apparent in the course of such incoming goods inspection (for example transport damage), the Customer shall notify IDS of such defects in writing within a period of five (5) business days. In the case of hidden defects that were not apparent during the incoming goods inspection referred to above but only become evident at a later stage, the Customer shall inform IDS of such hidden defects in writing within a period of five (5) business days after becoming aware of them. A notice of defect shall be deemed to have been given in a timely manner if the notice of defect is dispatched by the Customer within the aforementioned period. Timely dispatch shall also be sufficient if the notification is not delivered through no fault of the Customer.
4. To the extent that a delivery obligation has been agreed, the following shall apply in addition to Section 4, paragraph 3: If the Customer discovers damage to the Delivered Goods after unpacking, the Customer must report such damage to the transport company within five (5) business days after discovering the damage and have the facts of the case recorded. The facts of the case must also be recorded if the packaging is undamaged and the damage is only discovered after unpacking. In the event of damage, the Customer shall be obliged to forward the recorded facts and the available transport documents to IDS within five (5) business days after discovering the damage. Upon receipt of these documents by IDS, the Customer shall in such case receive replacement without delay; the Customer shall not bear any costs in this regard.
5. Partial deliveries shall be permitted, provided that they are reasonable for the Customer.
6. If delivery to the Customer by IDS involves a cross-border shipment, the Customer shall be responsible for compliance with all applicable export regulations, including the obtaining of any required export licences. IDS shall provide reasonable support to the Customer in this regard to the extent required. The Customer shall, upon request by IDS in connection with the order, provide IDS with the documents required for the relevant licence. In the event of a breach of export regulations, IDS shall be entitled to withdraw from the contract.
7. The Customer shall be obliged, upon request by IDS, to provide proof of use and/or end-use certificates, even where such certificates are not required by the authorities.
8. If goods delivered by IDS are exported by the Customer, the Customer shall be responsible for compliance with all laws, regulations and intellectual property rights applicable at the destination.

IDS shall only deliver on the basis of the following retention of title:

1. IDS retains title to the Delivered Goods until full payment of the purchase price (Reserved Goods).
2. The Customer shall be obliged to handle the Reserved Goods with due care. In particular, the Customer shall be obliged to insure the Reserved Goods at its own expense and at replacement value against theft, breakage, fire and water damage.
3. In the event of conduct in breach of the contract, in particular default in payment, IDS shall be entitled, after issuing a reminder, to withdraw from the contract; in such event, the Customer shall be obliged to return the Delivered Goods to IDS.
4. For as long as and to the extent that the retention of title is in effect, the Customer shall be prohibited from pledging or transferring the Delivered Goods by way of security.
5. For as long as title has not yet passed, the Customer shall promptly notify IDS in writing if the delivered goods are seized. This obligation to inform shall also apply if the Reserved Goods are subject to any other third-party interference. To the extent that the third party is unable to reimburse IDS for the court and out-of-court costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Customer shall be liable for IDS's loss to the extent that the Customer is responsible for the interference.
6. The Customer shall be entitled to resell the Reserved Goods in the ordinary course of business. The Customer hereby assigns to IDS all claims against the purchaser arising from the resale of the Reserved Goods, and IDS hereby accepts such assignment. This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing or transformation.
7. The Customer shall be entitled to process and transform the Reserved Goods and to resell the new product in the ordinary course of business. Any processing or transformation of the Reserved Goods by the Customer shall at all times be carried out in the name and for the account of IDS. In such case, the Customer's expectancy right in the purchased goods shall continue in the transformed product.
8. If the purchased goods are processed with other items not belonging to IDS, IDS shall acquire co-ownership of the new product in the ratio of the objective value of the purchased goods to the other processed items at the time of processing. If IDS acquires ownership or a co-ownership share in the new product, IDS shall transfer its ownership or co-ownership share in the new product to the Customer subject to the condition precedent of full payment of the purchase price.
9. If the Reserved Goods are combined or commingled with other goods of the Customer and the Customer's goods are to be regarded as the principal item, the Customer shall transfer to IDS a co-ownership share in the principal item corresponding to the value of the Reserved Goods, subject to the condition subsequent of full payment of the purchase price.
10. If the Customer resells the new product or the product created by combination or commingling, the Customer hereby assigns to IDS, by way of security for the purchase price claim, the claims to which the Customer is entitled against the purchaser of such product. In the event that IDS has acquired a co-ownership share in such products, the Customer shall assign the claims to IDS on a pro rata basis corresponding to the value of the co-ownership share. IDS hereby accepts this assignment.
11. IDS hereby authorizes the Customer to collect the claims assigned to IDS in the Customer's own name and for the account of IDS. If the Customer fails to duly fulfil its payment obligations, IDS shall be entitled to revoke the collection authorization and to assert the claims itself. If IDS revokes the collection authorization, the Customer shall be obliged to notify the debtors of the assignment.
12. The retention of title shall also extend to any other claims of IDS against the Customer existing at the time of conclusion of the contract.
13. IDS undertakes to release, at the Customer's request, the security interests to which IDS is entitled, to the extent that the value of such security interests exceeds the claims to be secured by more than ten per cent (10%).

1. IDS warrants that the purchased goods (Purchased Goods) shall, at the time of delivery at the place of delivery, conform to the agreed specifications and be free from material defects.
2. In the event of material defects, IDS shall have the choice of either remedying the defect free of charge or delivering defect-free replacement goods free of charge.
3. Replaced items shall become the property of IDS and shall be returned to IDS.
4. The Customer's warranty claims shall become time-barred one (1) year after delivery in accordance with Section 4; the liability of IDS under Section 7 shall remain unaffected.
5. If the Customer rightfully withdraws from the purchase contract due to a material defect or rightfully reduces the purchase price due to a material defect, the Customer's claim for restitution of the purchase price shall become time-barred
   • after three (3) years for the product families IDS uEye Cameras, IDS NXT Cameras and IDS C-Mount Lenses, 36-Month Manufacturer´s Warranty
   • after two (2) years for Ensenso products, and
   • after one (1) year for accessories as well as third-party lenses and IDS S-Mount Lenses.

The limitation period shall in each case commence at the end of the year in which the withdrawal or reduction was effectively declared.

1. To the best of our knowledge and belief, delivery shall be made in the country of the place of delivery free from third-party industrial property rights or copyrights (hereinafter IP Rights). If a third party raises justified claims against the Customer on the grounds of an infringement of IP Rights by goods delivered by IDS and used in accordance with the contract, IDS shall be liable to the Customer as follows: IDS shall, at its own option and at its own expense, either obtain a right of use for the relevant delivery, modify the delivery such that the IP Rights are no longer infringed, or replace the delivery with goods free from defects. If this is not possible for IDS on reasonable terms, the Customer shall be entitled to the statutory rights of withdrawal or price reduction. The obligation to pay damages shall be governed by law, subject to the limitations of liability set out in Section 7.
2. The obligations of IDS set out in Section 6, paragraph 1 shall be exhaustive in the event of an infringement of IP Rights. Such obligations shall only exist if:
   1. the Customer without undue delay notifies IDS of any infringement of IP Rights asserted by third parties;
   2. the Customer provides IDS with reasonable support in defending against the asserted claims or enables IDS to carry out modification measures;
   3. IDS retains the right to take all defensive measures, including out-of-court settlements;
   4. the defect of title is not based on an instruction of the Customer;
   5. the defect of title is not based on other information provided by the Customer to IDS;
   6. the infringement was not caused by the Customer's unauthorized modification of the Delivered Goods or by use in a manner not in accordance with the contract.

1. IDS shall be liable without limitation:
   1. for intent and gross negligence;
   2. for culpable injury to life, body or health;
   3. for claims under the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG) or under other mandatory statutory liability provisions or causes of action, but only in accordance with the provisions set out therein;
   4. under any guarantee assumed by IDS.
2. Furthermore, IDS shall be liable for the culpable breach of a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the compliance with which the Customer may regularly rely ("Cardinal Obligation"), in the case of ordinary (slight) negligence, however, limited to the damage that was reasonably foreseeable at the time of conclusion of the contract.
3. Subject to the cases set out in Section 7, paragraphs 1 and 2 of these GTCD, and unless otherwise individually agreed, the liability of IDS for damages or reimbursement of futile expenditure, irrespective of the legal grounds, shall otherwise be excluded.
4. The foregoing provisions in Section 7, paragraphs 1 and 2 of these GTCD shall apply mutatis mutandis in favour of the vicarious agents, legal representatives, agents, employees and workers of IDS with respect to the scope of their personal liability.

The Customer shall have the option to return a Business-to-Business device placed on the market by IDS to IDS at the end of its useful life. The Customer shall be obliged to actively contact IDS via one of the available contact options in order to arrange for such return. IDS shall then ensure the proper disposal of the device. The costs for the return and disposal of the end-of-life equipment shall be borne by the Customer.

By way of derogation from Section 15(1), first sentence, of the German Packaging Act, the Customer shall bear the costs for the return of packaging to IDS.

1. All legal relationships between IDS and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict-of-laws rules of private international law and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive — including international — place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Heilbronn. IDS shall, however, in all cases also be entitled to bring proceedings at the place of performance of the delivery obligation under these GTCD or any prevailing individual agreement, or at the Customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdictions, shall remain unaffected.