General igus® Terms and Conditions for Sale and Delivery

I. Scope

These terms and conditions constitute the entire agreement between the parties hereto and supersedes all previous communications, representations or agreements, either verbal or written, between the parties hereto with respect to the subject matter hereof.

II. Application

These terms and conditions apply to all sales or provision of services by igus® whether by purchase order or otherwise. Acceptance by igus® of any order or request for services is expressly limited to the terms and conditions set forth below. Any different or additional terms and conditions proposed in a purchase order or otherwise are hereby rejected by igus® and shall not be incorporated into this agreement.
No one except a duly authorized officer of igus® may modify the terms hereof and any modification must be in a writing signed by such duly authorized officer. If these terms are not acceptable, you should notify igus® at once.

III. Prices

Unless otherwise stated in the acknowledgment, prices are “ex works igus® facility”, exclusive of freight, customs duty, and ancillary import charges. Customer will pay all taxes due on any order, including, but not limited to, sales, use, excise or any direct or indirect tax of a similar nature of federal, state, county, or municipal origin. If igus® is required to collect and/or pay such taxes, Customer shall reimburse igus® for the full amount. igus® not bound to previous prices in the case of new orders, including follow-­‐up orders.
Any fees paid by igus® to internet sites as a result of a request by Customer to register with such site to retrieve purchase orders, quotes, or similar correspondence, may be added to igus’s invoice and shall be paid by Customer.

IV. Obligation to Deliver and Obligation to Take Delivery

igus® agrees only to sell the quantity of goods set forth in Customer’s purchase order. Changes requested by Customer in quantities, specifications, or delivery schedules may only be made with the written consent of igus®. Any change requested by Customer and consented to by igus® which causes an increase in igus’s costs hereunder or in the time required for performance will result in an equitable adjustment in the pricing.
Delivery will be made on or about the date indicated in igus’s acknowledgement, provided that the following have been received: (i) all documents necessary for carrying out the order, (ii) an advance payment, if required, and (iii) the on-­‐time supply of materials, to the extent required.
Notwithstanding the foregoing, igus® cannot be responsible for delays due to any cause beyond its control, including, but not restricted to, acts of God, war, acts of the enemy, hostilities, civil commotion or sabotage, acts of Government, fires, floods, explosion or other catastrophes, accidents, epidemics, quarantine restrictions, differences with workmen, embargos or other transportation delays of any kind, inability to obtain fuel or other material, delays incurred by igus’s suppliers due to such causes, or communication failures due to bandwidth congestion, viruses, unauthorized access, power failures, or similar causes. Any such causes of delay, even though existent on the date of igus’s acknowledgement, shall extend the time of igus’s performance by a period or periods equivalent to the delays so occasioned and to such further extent as may be necessary to enable igus® to make delivery by the exercise of reasonable diligence in view of the circumstances existing after such causes of delay have been removed.

V. Packaging, Shipment, Passage of Risk

Unless otherwise agreed to in writing, igus® shall select packaging, type of shipment and shipping route according to its own best judgment. Risk of loss passes to Customer when the delivery item leaves the igus® facility, even with a freight prepaid delivery. If there is delay in shipping the item and Customer is responsible for this delay, risk of loss passes to Customer when it is notified that the item is ready for shipping. At the written request of Customer, goods can be insured at Customer’s cost against damage during storage, damage through breakage, damage during transport and damage due to fire.

VI. Warranty and Liability for Defects

Except as otherwise specifically provided in writing, igus® warrants only that the goods sold shall conform to igus’s standard specifications or such other mutually agreed-­‐to and documented specifications. This express warranty is in lieu of and excludes all other express warranties and is extended only to Customer. IGUS® EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND MAKES NO WARRANTY AS TO THE FUNCTIONALITY OF THE GOODS OR THE RESULTS CUSTOMER CAN EXPECT FROM CUSTOMER’S USE OF THE GOODS. No one except a duly authorized officer of igus® may modify the terms of the warranty provided herein and any modification must be in a writing signed by such duly authorized officer.
igus® must be notified of any defect within ten (10) business days of receipt of goods. All return requests must be submitted to igus® within sixty (60) days of receipt of goods. Returns will not be accepted without a "Return Authorization Number". All returns must be received by igus® within thirty (30) days of a Return Authorization Number issuance date. Returns are subject to a minimum restocking fee of twenty (20%) percent. Actual restocking fee to be determined by igus® at time of Return Authorization Number issuance. If the return is deemed to be an igus® error, igus® will provide a collect account number to return parts via ground shipment from original destination only. igus® reserves the right to refuse returns that are not in resalable condition. (Determinations of "resalable merchandise" will be made solely by igus®.)
Cable sections under 200 ft in length are non-­‐returnable/non-­‐refundable. Custom cable of any length is non-­‐returnable/non-­‐refundable. Drylin Rail section under 1000 mm (millimeter) in length are non-­‐returnable/non-­‐refundable. Any modified/custom parts are non-­‐returnable/non-­‐refundable. Any parts discontinued by igus are non-­‐returnable/non-­‐refundable.
 

VII. General Limitations of Liability

In all events, igus’s liability to Customer is expressly limited to the replacement or repair of defective goods at its option. Customer shall have no remedies other than those stated above. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL IGUS® BE LIABLE FOR CONSEQUENTIAL DAMAGES OF ANY KIND.

VIII. Terms of Payment

All orders are subject to credit approval. First orders may require a credit card. Unless otherwise agreed to in writing, and signed by an authorized officer of the company, payment is due within 30 days of the invoice date. Orders greater than $25,000 may require a deposit. No cash discount is granted for payments with bills of exchange, by credit cards or COD. igus® reserves the right to refuse checks or bills of exchange. If terms of payment are not observed, or igus®, in its reasonable discretion, has serious doubts about the credit worthiness of Customer, all amounts due to igus® from Customer shall become immediately payable. igus’s rights under this section shall be in addition to all other rights and remedies available to igus® upon Customer’s default. If payment is not made in accordance with said terms of payment, Customer shall pay to igus® all reasonable costs of collection, including reasonable attorney’s fees incurred by igus® in collecting sums due on account of the sale. In the event that payment is not made when due, igus® reserves the right to charge interest on the overdue payment shall be due at the rate of one and one half percent per month.

IX. Molds

igus® is and remains the owner of the molds manufactured for Customer by igus® or by a third party commissioned by igus®.

X. Customer Indemnification

Customer shall defend, indemnify and hold harmless igus® and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including reasonable attorney’s fees) that igus® may incur that result from (i) Customer’s ownership, maintenance, transfer, transportation or disposal of the goods sold hereunder, (ii) Customer’s use of the goods sold hereunder, (iii) Customer’s failure to test the goods or assure itself that the goods are fit for Customer’s intended purpose, (iv) any infringement or alleged infringement of the intellectual property rights of others arising from Customer’s specifications, and (v) Customer’s violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.

XI. Industrial and Intellectual Property Rights

igus® retains exclusive rights in and to any proprietary information, data and materials related to the goods sold hereunder, as well as the rights to all discoveries, inventions, patents and other proprietary rights that igus® may develop in the course of manufacturing the goods. Customer shall not “reverse engineer” any goods sold by igus® or otherwise attempt to obtain any proprietary rights of igus.
Drawings and samples given to igus® which have not led to an order will be sent back on request. igus® may destroy all drawings and samples received from Customer three months after the offer has been submitted. igus® owns all copyrights and, if applicable, industrial and intellectual property rights regarding models, molds, equipment, designs and drawings drawn up by igus® or by a third party under commission to igus®.

XII. No Waiver

Any concession or indulgence made by igus® or its failure to insist on performance of any of these terms and conditions shall not be considered a waiver of any other terms, whether the same or similar. No waiver by igus® of any default or provision hereof shall be deemed a waiver of any subsequent default or provision.

XIII. Governing Law

The terms and conditions shall be deemed to have been made in and shall be governed by the laws of the State of Rhode Island. Any legal action shall be resolved in the courts of the State of Rhode Island.

XIV. Severability

If any provision of this Agreement, or parts thereof, shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

XV. Customer Supplied Material

If Customer supplies material to igus® for use in the manufacture of goods, igus® must be contacted prior to shipping the material and a no charge purchase order must be issued.