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General Conditions of Sale and Delivery of igus GmbH
(hereinafter called igus)
as of March 2003

I. Scope

The following conditions apply only to dealers, if the contract concerns the operation of their commercial enterprise, legal persons under public law and public special funds.

II. Application

Orders only become binding with the acceptance of the order by igus®. Alterations and additions must be made in writing. All offers are without engagement in so far as they are not described as firm offers. In the case of continuous business relations, these conditions also apply to future transactions which do not refer explicitly to them in so far as the conditions have been received by the customer for an earlier order accepted by igus®. If the customer has differing conditions of purchase these obligate igus® only if they have been explicitly accepted by igus®. Should individual conditions be or become ineffective, the other conditions remain unaffected by this.

III. Prices

The prices are ex works exclusive of freight, customs duty, ancillary import charges and packaging plus the respectively prevailing value added tax, in so far as nothing else has been agreed upon. igus® is not bound to previous prices in the case of new orders (= follow-up orders).

IV. Obligation to deliver and obligation to take delivery

Terms of delivery begin after the following have been received: all documents necessary for carrying out the order, the advance payment and the on-time supply of materials, in so far as these were agreed upon. If, through no fault of igus®, it becomes impossible to ship the goods, the delivery deadline is regarded as having been met when notification is given that the goods are ready to be shipped. If an agreed delivery deadline is not met due to the fault of igus®, the customer is, in so far as igus® has not acted in a grossly negligent or wilful manner, entitled after expiry of an adequate period of grace and under exclusion of further claims to demand compensation for delayed performance or to cancel the contract if the customer has indicated the rejection of the performance in writing when fixing the period of grace. The compensation for delayed performance is limited to a maximum of 5% of that part of the delivery which has not been carried out according to the contract. In the case of blanket orders without an agreement regarding the term, size of the manufacturing lot and appointed times to take delivery, igus® can, at the latest three months after the order has been accepted, demand that these are fixed in a binding manner. If the customer does not meet this demand within three weeks, igus® is entitled to fix a two-week period of grace and to cancel the contract after this period has expired or to refuse to deliver and to claim damages. If the customer does not fulfil his obligation to take delivery, igus® is, without affecting other rights, not bound to the provisions concerning the self-help sale but can sell the delivery item by private contract after having notified the customer. For igus® to take back a delivery item out of good will, the item must be returned in good order and condition, in its original packaging and must be delivered with freight prepaid after a date has been appointed. igus® is entitled to charge a reasonable amount for the costs it incurs through taking back the item. Acts of God entitle igus® to postpone delivery by the length of the hindrance and a reasonable start-up period or, due to the part of the contract not yet fulfilled, to cancel the contract in part or completely. Strikes, lockouts or unforeseeable circumstances, e.g. plant interruptions, which make it impossible for igus®, despite reasonable efforts, to deliver on time, are equivalent to acts of God; igus® must furnish proof in such cases. This also applies when the above-named hindrances occur during a delayed performance or occur to a subcontractor. The customer can request igus® to declare within two weeks whether it wants to withdraw or to deliver within a reasonable period of time. If igus® does not declare itself, the customer can withdraw from the non-fulfilled part of the contract. igus® shall notify the customer immediately if a case of force majeure occurs. It must keep the disturbances caused to the customer to a minimum.

V. Packaging, shipment, passage of risk

In so far as nothing else has been agreed upon, igus® selects packaging, type of shipment and shipping route according to its own best judgment. The risk passes to the customer when the delivery item leaves the igus® factory, even with a freight prepaid delivery. If there is delay in shipping the item and the customer is responsible for this delay, the risk passes to the customer when he is notified that the item is ready for shipping. At the written request of the customer, the goods can be insured at the customer’s cost against damage during storage, damage through breakage, damage during transport and damage due to fire.

VI. Reservation of ownership

Working or processing of the goods by the customer is carried out under exclusion of the acquisition of ownership under § 950 German Civil Code (Bürgerliches Gesetzbuch, BGB); igus® becomes, in accordance with the relationship of the net invoice value of its goods to the net invoice value of the worked or processed goods, co-owner of the item which has come into being in this way and which serves as conditional goods to safeguard igus®’s claims. If the item is processed, combined or mixed with other goods which do not belong to igus®, the provisions of §§ 947, 948 German Civil Code apply with the result that igus®’s share of the co-ownership of the new item is now regarded as conditional goods according to these provisions. The customer is only permitted to resell the conditional goods in normal business on the condition that he also agrees upon a reservation of ownership with his customers in accordance with the above provisions. The customer is not entitled to dispose of the conditional goods in any other way, particularly through pledging or the transferral of ownership as security. If the goods have been resold the customer herewith assigns to igus® all debt claims and other claims on his customers which result from the resale and all ancillary rights until such time as all igus®’s claims have been satisfied. On igus®’s demand, the customer is obliged to give igus® all information and documents which are necessary to assert igus®’s rights over the customer’s customers. If the conditional goods are resold after processing, in accordance with the above provisions, together with other goods which do not belong to igus®, the purchase money claim, in accordance with the above provision, is assigned to igus® only to the extent of the invoice value of igus®’s conditional goods. If the value of the securities existing for igus® exceed igus®’s total claims by more than 10%, igus® is, on the customer’s demand, obliged to release securities at igus®’s option to this extent. Attachments and seizures of the conditional goods by a third party must be reported to igus® without delay. Action costs resulting from this are carried by the customer in every case in so far as they are not to be carried by a third party. If igus®, in accordance with the above provisions, makes use of its reservation of ownership by taking back the conditional goods, igus® is entitled to sell the goods by private contract. The conditional goods are taken back at the price of the proceeds gained, at the most, however, at the price of the agreed delivery prices. Further claims to damages, particularly lost profits, remain unaffected.The deliveries remain the property of igus® until all claims which igus® has on the customer have been satisfied, including when the purchase price for specifically designated claims has been paid; in the case of a current account, the reservation of ownership of the deliveries (conditional goods) acts as cover for igus®’s invoice balance. If igus® sets up a liability under a bill of exchange in connection with the payment of the purchase price, the reservation of ownership does not terminate until the bill of exchange has been paid by the customer as drawee.
 

VII. Warranty and liability for defects

The reference samples are binding for the quality and specification of the products; at the request of the customer, these reference samples can be presented by igus® for testing. The warranty of certain qualities of the delivery item and for the performances of moulds must be made in writing in the order acceptance. The reference to standard technical specifications serves to describe the performance. If igus® has advised the customer outside the contractual performance, it is liable for the operability and suitability of the delivery item only with explicit written assurance of this. The state of technology at the time the order is accepted is decisive. Complaints must be made in writing without delay, at the latest two weeks after receipt of the delivery. In the case of hidden defects, complaints must be made immediately after such defects have been ascertained. In both cases all claims due to defects lapse, in so far as nothing else has been agreed upon, twelve months after passage of risk. Insofar as the law, under §§ 438 paragraph 1 no. 2 German Civil Code, 479 paragraph 1 German Civil Code, 634 paragraph 1 no. 2 German Civil Code, makes longer periods of limitation mandatory, these longer periods apply. In the case of justified complaints – whereby the reference samples released in writing by the customer are binding for the quality and specification – igus® is obliged to supplement its performance. If igus® does not fulfil these obligations within a reasonable period, or if a repeated attempt to rectify the defects fails, the customer is entitled to demand reduction of purchase price or to rescind the contract. Further claims, in particular claims for reimbursement of expenses or damages due to harm caused by a defect or consequential harm caused by a defect, only exist with regard to the regulations under VIII. At igus®’s request replaced parts must be sent back to igus® postage not prepaid. The customer’s own reworking or improper use of the goods result in the loss of all claims for defects. The customer is entitled to rework the goods and demand compensation for reasonable costs only to prevent unreasonably high damage or when there is a delay by igus® in rectifying the defects, and then only after igus® has been notified. Wear and tear through use in conformity with the contract do not result in warranty claims. Claims under a right of recourse, in accordance with §§ 478, 479 German Civil Code, only exist insofar as the consumer was justified in availing himself of these claims and only to the extent laid down in the law. Such claims do not, however, exist in the case of liberal settlements agreed upon with igus®. A prerequisite for the existence of claims under a right of recourse is that the person entitled to recourse observes his own obligations, in particular the requirement to give notice of defects.

VIII. General limitations of liability

In all cases in which igus® is obliged, by way of derogation from the above provisions, to pay damages on account of contractual or legal subject-matters, igus® is only liable in so far as it, it’s managerial employees or assistants can be charged with having acted wilfully or with gross negligence or with having injured life, body or health. The liability without fault under the Law pertaining to Product Liability and liability for the performance of a guarantee of quality remain unaffected. The liability for the culpable violation of essential contractual obligations shall remain unaffected; the liability is, however, limited to the foreseeable, contract-typical damage other than the cases mentioned on p. 1. The above regulations do not result in the burden of proof being changed to the disadvantage of the customer.

IX. Terms of payment

All payments are to be made exclusively to igus®. In so far as nothing else has been agreed upon, the purchase price for deliveries or other performances must be paid with a 2% cash discount within 14 days or without discount within 30 days of the invoice date. A prerequisite for the granting of a cash discount is that all undisputed invoices payable on an earlier date have been settled. No cash discount is granted for payments with bills of exchange. If the agreed payment date is exceeded, interest will be charged at eight percentage points above the respective base interest rate in so far as igus® does not prove that it must pay a higher interest rate. The right to refuse checks or bills of exchange is reserved. Checks and eligible bills are only accepted on account of performance, all costs connected with these are carried by the customer. The customer can only offset debt or assert a right of retention when his claims have been found to be undisputed or legally effective. If terms of payment are not observed or circumstances arise which justify serious doubts about the credit worthiness of the customer, all igus®’s claims on the customer become immediately payable. igus® is furthermore entitled to demand advance payments for outstanding deliveries and, after a suitable period of grace, to cancel the contract or demand damages for failure of performance, and also to prohibit the customer from reselling the goods and, at the customer’s cost, to take back goods which have not yet been paid for.

X. Sampling

The costs for one-time sampling do not contain the costs for test and machining equipment or changes caused to be made by the customer. Costs for further sampling which are igus®’s responsibility, are carried by igus®. In so far as nothing else has been agreed upon, igus® is and remains owner of the moulds manufactured for the customer by igus® itself or by a third party commissioned by igus®. Moulds are only used for customer orders as long as the customer complies with his payment and acceptance obligations. igus® is only obliged to replace these moulds free of charge, if these are necessary for the fulfillment of a quantity assured to the customer.

XI. Ordering of materials

If materials are delivered by the customer they must be delivered on time in good order and condition at the customer’s cost and risk and with a reasonable quantity bonus of at least 5%. If these prerequisites are not met the delivery time is extended by a reasonable amount. Except in the case of acts of God, the customer carries the additional costs which arise, including those incurred through manufacturing interruptions.

XII. Industrial property rights

If igus® has to deliver based on drawings, models, samples or using parts supplied by the customer, the customer is responsible for ensuring that the industrial property rights of third parties are not contravened by this. The customer must indemnify igus® against claims of third parties and compensate damages which have occurred. If igus® is prohibited the manufacturing or a supply by a third party by virtue of an intellectual property right belonging to them, igus® is entitled to terminate the work without examining the legal situation. Drawings and samples provided to igus®, but which did not lead to the order shall be returned upon request; otherwise igus® shall be entitled to destroy them three months after submission of the offer. igus® shall be entitled to copyrights and, if applicable, industrial property rights attributable to models, moulds and devices, drafts and drawings designed by it or by third parties on its behalf.

XIII. Place of fulfilment and place of jurisdiction

igus®’s registered office is the place of fulfilment. The place of jurisdiction may be, at igus®’s option, igus®’s registered office or the customer’s registered office; this also applies to legal proceedings regarding legal documents, bills of exchange and checks. Only German law applies. UN Sales Law is excluded.