For opticians

TERMS OF SALE AND DELIVERY
DER LEICA EYECARE GMBH

  1. Scope of application, conclusion of contract
    1. These Terms and Conditions of Sale and Delivery (“General terms and conditions“), even if their applicability is not expressly indicated, apply to all deliveries and services of Leica Eyecare GmbH (“Leica Eyecare") apply to the contractual partner until the contractual partner is informed by Leica Eyecare of a new version of the General Terms and Conditions. These General Terms and Conditions do not apply to consumers.
    2. Offers are non-binding. Orders become effective only upon order confirmation by Leica Eyecare or upon full or partial delivery of the order by Leica Eyecare.
    3. The validity of any deviating or supplementary terms and conditions of the contractual partner is excluded unless their validity is expressly confirmed by Leica Eyecare in writing. This also applies if the contractual partner has referred to its own general terms and conditions.
  2. Delivery, transfer of risk, packaging, insurance
    1. Delivery dates and delivery times are only binding if they have been agreed as binding in the contract and the contractual partner has timely provided Leica Eyecare with all information and documents required for the execution of such a delivery and has made any agreed advance payments in the manner and amount agreed between the parties. The delivery times agreed between the parties begin on the date of the order confirmation.
    2. Events that are unforeseeable or unavoidable and beyond Leica Eyecare's control and influence, and for which Leica Eyecare bears no responsibility, such as force majeure, war, natural disasters, pandemics, or labor disputes, release Leica Deutschland from its obligation to deliver or perform on time for the duration of the disruption. Delivery and performance times or dates will be extended or postponed by the duration of such a disruption, and the contractual partner will be notified of the occurrence of such a disruption in a timely manner. If the end of such a disruption is not foreseeable or if it extends for more than two months, both parties have the right to withdraw from the contract.
    3. If deliveries are delayed, the contractual partner shall only be entitled to withdraw from the contract if (i) Leica Eyecare is responsible for the delay and (ii) a reasonable grace period set by the contractual partner has expired.
    4. The risk shall pass to the contractual partner upon handover of the goods to the transport service provider. If the contractual partner defaults on acceptance, the risk shall pass to them at that moment. In the event of default on acceptance, Leica Eyecare shall be entitled to (i) store the goods at the contractual partner's risk and expense or to arrange for their storage, and (ii) withdraw from the contract in accordance with statutory provisions.
    5. In justified cases, Leica Eyecare may make partial deliveries, provided this is reasonable for the contractual partner.
    6. Unless expressly agreed otherwise, the contractual partner shall bear the costs of delivery. For Germany, the following applies in addition: A flat shipping fee is payable per delivery day; the amount of the flat shipping fee will be communicated to the contractual partner either in the offer or in the order confirmation.
    7. Leica Eyecare takes out insurance with standard coverage for general transport and shipping risks.
    8. In the event of damage, the contracting partner is obligated to obtain written confirmation from the transport company regarding the damage or loss, stating the quantity and type of goods. If the transport company refuses to provide such confirmation, the contracting partner must refuse acceptance of the delivery. If the damage is only discovered upon opening the packaging, the goods must be left in the packaging in the condition in which they were found, and the contracting partner will request the transport company to attest to the damage and accept responsibility for it. The contracting partner must immediately inform Leica Eyecare of such damage and forward to Leica Eyecare the documents necessary for settling the claim.
  3. Prices, payment conditions
    1. Unless expressly agreed otherwise, the Leica Eyecare list prices valid at the time of contract conclusion apply. These prices are in euros net, EXW Leica Eyecare warehouse, according to INCOTERMS 2020, excluding packaging. All additional costs, including shipping, insurance, transport, import/export, and other permits and certifications, shall be borne by the contracting party. The contracting party shall bear all applicable taxes, fees, and customs duties.
    2. Unless expressly agreed otherwise, invoices are payable within 30 days of the invoice date without deductions. If this payment period expires, the contractual partner is in default. Payments by the contractual partner are only deemed to have been made when Leica Eyecare has received payment. For payments within 14 days of the invoice date, the contractual partner will be granted a 2% discount, and for payments via SEPA direct debit, a 3% discount.
    3. Leica Eyecare is entitled to issue partial invoices for partial deliveries in accordance with Section 2.5.
    4. The contractual partner must make payments in euros.
    5. For all payments, the contractual partner's customer number, the invoice date and the invoice number must be stated.
    6. The contractual partner is only entitled to offset if its counterclaim is undisputed, ready for decision, or has been legally established. The contractual partner is only entitled to assert a right of retention to the extent that its counterclaim is based on the same contractual relationship and is undisputed, ready for decision, or has been legally established.
    7. If the contractual partner defaults on payment, Leica Eyecare is entitled to charge interest on the outstanding payments at a rate of 9% above the base interest rate of the European Central Bank. Interest payments do not release the contractual partner from the contractual payment obligation in accordance with these provisions. The right to further compensation for damages resulting from the default remains unaffected.
    8. If the contractual partner defaults on a payment obligation, or if Leica Eyecare becomes aware of the risk of the contractual partner's inability to perform after the conclusion of the contract, Leica Eyecare is entitled to carry out outstanding deliveries only against advance payment or the provision of security. If the advance payments or security are not made even after the expiration of a reasonable grace period, Leica Eyecare may withdraw from individual or all affected contracts in whole or in part. Leica Eyecare remains free to assert further rights.
  4. Retention of title
    1. The goods remain the property of Leica Eyecare until the purchase price and all incidental costs, including (but not limited to) bank fees or check and bill cashing fees, have been paid in full. If the retention of title is not recognized by the contracting party's national law and Leica Eyecare is granted an equivalent right as set forth below, Leica Eyecare shall be entitled to assert such other rights available to protect its title to the goods, and the contracting party shall make every effort to promptly grant Leica Eyecare corresponding rights for security purposes. The contracting party is obligated to cooperate in all measures such as registration, publication, etc. that are necessary and expedient for security purposes with regard to the validity and enforceability of these rights.
    2. Through processing, the contractual partner does not acquire ownership of the goods produced in whole or in part (“Sachen"); the processing is carried out free of charge exclusively for Leica Eyecare as manufacturer within the meaning of Section 950 of the German Civil Code (BGB). Should Leica Eyecare's retention of title nevertheless expire due to any circumstances, the contractual partner and Leica Eyecare hereby agree that ownership of the items shall pass to Leica Eyecare upon processing, Leica Eyecare shall accept the transfer of ownership, and the contractual partner shall remain the custodian of the items free of charge.
    3. Until the purchase price and all incidental costs have been paid in full, goods subject to retention of title may be sold in the ordinary course of business. However, they may not be pledged as security, deposited, transferred, pledged, or otherwise encumbered with the rights of third parties. In the event of a sale, the contractual partner assigns to Leica Eyecare the sales price achieved up to the amount that the contractual partner owes Leica Eyecare; Leica Eyecare accepts such an assignment. The contractual partner is revocably authorized to collect the claims assigned to Leica Eyecare in trust in its own name. Leica Eyecare may revoke such authorization and the right to resell the goods if the contractual partner is in default with the fulfillment of material obligations, such as the payment obligation.
    4. The contractual partner must immediately inform Leica Eyecare of the initiation of settlement or insolvency proceedings, attachments, or other measures by third parties in connection with the goods subject to retention of title, and must provide Leica Eyecare with the requested information regarding the goods subject to retention of title or the claims assigned to Leica Eyecare at any time. At the same time, the contractual partner must inform third parties of Leica Eyecare's retention of title. The contractual partner shall bear the costs incurred in defending against third-party claims and access.
    5. If the contractual partner defaults on essential obligations, such as payment, and Leica Eyecare withdraws from the contract, Leica Eyecare may, notwithstanding any other rights, demand the return of the goods subject to retention of title and otherwise utilize them to satisfy outstanding claims against the contractual partner. In this case, the contractual partner must grant Leica Eyecare or Leica Eyecare's authorized representative immediate access to the goods subject to retention of title and return them.
    6. If the realizable value of the collateral exceeds all of Leica Eyecare's secured claims by more than 10%, the contractual partner is entitled to demand release of the collateral.
  5. Rights of the contractual partner in the event of defects
    1. The goods supplied by Leica Eyecare are manufactured and tested according to specific quality standards.
    2. Leica Eyecare warrants that the goods are free from defects at the time of transfer of risk.
    3. The contractual partner's rights due to defects only exist if the contractual partner has inspected the goods immediately upon receipt and notified Leica Eyecare of any defects in writing within ten working days of receipt of the goods. If the defect was not detectable during a normal inspection, such a defect must be reported to Leica Eyecare in writing within ten working days of its discovery.
    4. At Leica Eyecare's request, the contracting partner must immediately return the defective goods to Leica Eyecare. If the contracting partner's notification of defects proves to be unfounded and the contracting partner notices this before submitting the notification of defects or negligently fails to notice it, the contracting partner is obligated to reimburse Leica Eyecare for all costs incurred in this connection, such as travel or shipping costs.
    5. Leica Eyecare will remedy defects at its own discretion by removing the defect free of charge for the contractual partner or, alternatively, by supplying a defect-free item free of charge (collectively "Subsequent performanceThe contractual partner will grant Leica Eyecare the appropriate time and opportunity necessary for subsequent performance. Parts replaced by Leica Eyecare must be returned to Leica Eyecare upon request.
    6. The contractual partner's rights due to defects are excluded if the defect is due to natural wear and tear or circumstances for which the contractual partner is responsible, such as (i) improper handling, repair or modification of the goods by the contractual partner, end customer or by third parties, (ii) incorrect handling (e.g. excessive use) or (iii) the use of unsuitable accessories, tools or unsuitable spare parts.
    7. If the subsequent performance fails, is unreasonable for the contractual partner or has been refused by Leica Eyecare in accordance with Section 439 Para. 3 of the German Civil Code (BGB), the contractual partner may, at its discretion and in accordance with the statutory provisions, withdraw from the contract or reduce the purchase price and/or demand compensation in accordance with Section 6 or reimbursement of its wasted expenses.
    8. The limitation period for the contractual partner's rights due to defects is twelve months starting from the delivery of the goods to the contractual partner.
    9. The provisions applicable to the original goods shall apply equally to replacement deliveries.
  6. Liability
    1. Leica Eyecare’s liability for damages is limited as follows:
    2. Leica Eyecare's liability for breaches of material contractual obligations is limited to the amount of damage typically foreseeable at the time of conclusion of the contract. Leica Eyecare is not liable for breaches of non-material contractual obligations.
    3. The aforementioned limitation of liability does not apply to damages caused intentionally or through gross negligence, to culpably caused personal injury, to liability under the Product Liability Act, and to other mandatory liability provisions. Furthermore, it does not apply if and to the extent that Leica Eyecare has provided a guarantee.
    4. The contractual partner is obliged to take appropriate measures to prevent and mitigate damage.
  7. Warenrücksendung
    1. Returned goods must be marked with the contractual partner's customer number, the invoice date and the invoice number.
    2. Leica Eyecare cannot issue a credit note or accept any claims for goods returned without the contractual partner's customer number, invoice date, and invoice number, and will return such goods to the contractual partner at the contractual partner's risk and expense.
  8. Right of termination
    1. In the event of suspension of payments or the initiation of composition or insolvency proceedings, Leica Eyecare shall be entitled to withdraw from the contract, without prejudice to the granting of a reasonable grace period, provided the situation is remediable. Other rights remain unaffected.
  9. Place of fulfillment
    1. The place of performance for deliveries is Heuchelheim.
  10. Advertising materials, brands
    1. The distribution of advertising materials is prohibited, regardless of the circumstances. Leica Eyecare reserves the right to reclaim advertising materials at any time.
    2. Any use of Leica Eyecare trademarks (regardless of whether Leica Eyecare is the trademark owner or licensee of the trademark in question) requires the prior express written consent of Leica Eyecare. The intended usage concept must be attached to the request for consent.
  11. Place of jurisdiction, applicable law
    1. The exclusive place of jurisdiction for all legal disputes arising from or in connection with this Agreement and the purchase agreements concluded in its execution shall be the registered office of Leica Eyecare. However, Leica Eyecare reserves the right to bring legal proceedings before the court having jurisdiction over the registered office of the contracting party.
    2. These Terms and Conditions and all contracts concluded pursuant to these Terms and Conditions are subject to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  12. General provisions
    1. The contracting party shall comply with all laws and regulations relevant to the subject matter of the contract, including anti-corruption and export control laws.
    2. Should these provisions be partially ineffective or invalid, the validity of these provisions as a whole shall remain unaffected.
    3. Amendments and additions to the contract and/or these General Terms and Conditions, as well as any ancillary agreements, must be made in writing. The same applies to changes to the text form requirement.

Leica Eyecare GmbH

Heuchelheim, September 2025