GENERAL CONDITIONS OF SALE-IGUS UK LTD

1. Definitions

1.1 “The Company” means igus (UK) Ltd.
1.2 “The Purchaser” means the other party to an agreement for the supply of goods or services by the Company.
1.3 “Goods” means the goods (including any Instalments of the goods or any parts for them if applicable) or services supplied by the Company to the Purchaser.
1.4 “Agreement” means an agreement governed by these genera conditions of sale.

2. General

2.1 These conditions shall apply to any agreement between the Company and the Purchaser for the Sale of Goods. All other terms conditions and warranties whether express or implied statutory or otherwise and all representations whether made orally or in writing before or after the date of any order for Goods are (save as may be provided by law) excluded save to the extent that the same appear in these Conditions or are specially agreed after the date of any order in writing by the duly authorised representatives of both parties.
2.2 The Company’s quotation is merely an invitation for an order subject to these Conditions and no agreement will result until the Company’s authorised representative has confirmed such order in writing.
2.3 By making an order subsequent to receipt of these Conditions the Purchaser acknowledges that these Conditions shall prevail over any qualification or condition purported to be imposed by the Purchaser or any previous course of dealing between the Company and the Purchaser.
2.4 In the event that the Purchaser first receives these conditions after the date of the Purchaser’s order but prior to delivery of the Goods the Purchaser shall be deemed to have accepted the conditions if it raises no objection within five days of notification thereof or accepts Goods delivered pursuant to an order which has been confirmed by the Company subject to these Conditions.

3. Publication

3.1 All descriptions and illustrations contained in the Company’s price lists, advertising matter and other publications are to present merely a general idea of the goods described in them and shall not form part of an Agreement unless specifically incorporated therein as provided in Clause 2.1.
3.2 The Company reserves the right to update and amend any specification of Goods (including any spare parts supplied) without prior notice to the Purchaser.

4. Cancellation of Orders

No cancellation of any order will be effective unless in writing and until accepted in writing by the Company. The Company reserves the right to refuse to accept any cancellation and in particular no cancellation will be accepted of orders for Goods to special requirements or not normally stocked by the Company or if the obtaining by the Company of such Goods is in process of being completed.

5. Prices

5.1 Save as otherwise agreed all Goods will be charged at prices current at the time of despatch.
5.2 Unless a binding written quotation is given by the Company, quoted prices may be amended to reflect fluctuations of costs (including increase of wages and material and components costs) between the date of quotation and the date of delivery. Binding quotes will be fixed for the period stated in the quotation or if no period is quoted for 30 days except that in the case of suspension of work due to failure of the Purchaser to provide any information as required by Clause 2.5 above quoted prices may be increased to cover any increase in cost due to such delay or suspension.
5.3 Unless otherwise agreed between the Company and the Purchaser prices quoted for delivery of Goods within the United Kingdom are carriage paid.

6. Terms of Payment

6.1 Payment on credit accounts shall be strictly due by the end of the month following the month in which the Goods were delivered. The Company reserves the right to vary these terms or to make acceptance of any order subject to payment in full on or before delivery of the Goods.
6.2 Overdue accounts shall bear interest at the rate of 2% per month or part of a month that payment is overdue.
6.3 The Purchaser shall not make any deduction from the invoice price of Goods on account of any set-off or claim unless both the validity and the amount thereof have been admitted by an authorised representative of the Company in writing.
6.4 The Company shall be entitled to make a deduction or set-off from any monies owed by it to the Purchaser in respect of the price of Goods supplied to the Purchaser but not paid for.
6.5 Payment of non-credit accounts shall be strictly made at the time of delivery of Goods by any of the following methods: Cash, Credit card or cheques by agreement unless alternative arrangements are made.

7. Delivery

7.1 The Company will make every effort to maintain quoted dates but unless any quoted delivery date is stated in writing by the Company’s representative to be binding such delivery dates shall not form part of any agreement between the Company and the Purchaser and the Company shall not be liable for failure to deliver the goods by such dates.
7.2 Any delivery expressed to be binding shall in any event be extended by such period as the Company confirms to be necessary to reflect unavoidable delay in delivery due to the Purchaser failing to supply information, materials or prompt payment required by the Company or any charge of specification required by the Purchaser or any cause beyond the Company’s control.
7.3 The Purchaser shall indemnify the Company for all storage and other costs incurred by the Company as a result of the Purchaser’s premises during normal business hours or at a time previously agreed by the Purchaser. The Company may dispose of any Goods after 30 days from the date of delivery should the Purchaser fail or refuse to take delivery of the Goods.

8. Non-Delivery and Returns

8.1 Liability for non-delivery of Goods will not be accepted by the Company, unless it is notified in writing within 5 working days of the date of invoice.
8.2 The Purchaser shall inspect the Goods immediately on delivery. Any shortages, breakages or defective Goods must be reported in writing to the Company within 5 working days of delivery. If the Purchaser shall not give notice within such period the Goods shall be conclusively presumed to have been accepted by the Purchaser.
8.3 If the Company accepts the Purchaser’s claim under Clause 8.2 above it shall be bound to repair or replace the goods or at its option to allow the Purchasers credit respect of the Goods the subject of the claim. The Company shall not be liable for any further claims for direct, indirect or consequential damage or loss and its sole obligation shall be making of such repair or replacement or giving of credit as aforesaid.

9. Property and Risk

9.1 Until all monies due to the Company have been paid by the Purchaser the Goods shall remain the sole and absolute property of the Company as legal and equitable owner.
9.2 In the event that delivery of the Goods shall be made to the Purchaser prior to the passing of title the Purchaser shall be in possession of the goods solely as bailee for the Company until such time as the title has passed pursuant to Clause 9.1.
9.3 Notwithstanding that title to the Goods shall remain with the Company the Goods shall be at the risk of the Purchaser as soon as they are delivered by the Company to the premises or otherwise to the order of the Purchaser. The Purchaser will insure to their full value any Goods wherein the risk but not the title has passed to it and indemnify the Company for loss damage to or destruction of any such goods. Any insurance monies payable in respect of such Goods shall be held in trust for the Company.
9.4 Until title to the Goods shall pass as aforesaid:
(i) the Purchaser shall store and label the Goods in such manner that they shall at all times remain separate from the other goods in the Purchaser’s possession and be readily identifiable as the Company’s goods.
(ii) the Purchaser shall be bound at the request of the Company to deliver up the Goods to the Company and for such purpose the Company may at any time (and whether or not the discretion recover from the Purchaser those Goods being in the Purchaser’s possession and for the purpose of such recovery the Company’s servants and agents may enter upon land or buildings upon or in which the Goods are situated.
(iii) the Company agree to permit the Purchaser to dispose of the Goods in the course of its business as agent of the Company and pass good title to the Goods to its customer being a bona fide purchaser of value without notice of the Company’s rights provided that such permission may be revoked at any time by notice by the Company and shall automatically and without notice revoked upon the Purchaser commiting an act of bankruptcy or upon the commencement of liquidation proceedings compulsory or voluntary of the Purchaser or the appointment or a receiver. administrator, administrative receiver or judicial administrator over any part of the Purchaser’s assets. In the event of such disposal the Purchaser shall account to the Company for the proceeds as fiduciary owner thereof and pending its so doing shall be bound to retain such proceeds on trust for the Company notwithstanding that the period or credit allowed to the Purchaser hereunder may not then have expired and the Company shall have the right to trace proceeds thereof but the Purchaser may retain therefrom any excess of such proceeds over the amount outstanding under this contract.
(iv) (a) Without prejudice to the provisions of Clause 9.1 above the Company consents to the use of Goods by the Purchaser in the assembly of some other goods incorporating the Goods (“the Assembled Goods”) notwithstanding that title in the Goods shall not have passed to the Purchaser provided that such assembly does not result in the Goods being changed by any manufacturing process and the Goods may be recovered by disassembly of the Assembled Goods.
(b) In the event of the Goods becoming incorporated in Assembled Goods the provisions contained in Clause (i) to (ii) of this Clause shall apply to the storage, the retaking and the sale and proceeds of sale of the Assembled Goods but so that the Company’s rights shall not in any event be extended beyond the ownership of the Goods forming a part of the Assembled Goods and the right to retake the Goods (without liability for any loss to the Purchaser resulting from the disassembly of the Assembled Goods) and to so much of the proceeds of sale thereof as is attributable to the Goods.
9.5 If the Purchaser has not received payment for a disposal under Clause 9.4 (iii) above and then the Purchaser shall upon notice in writing by the Company assign to the Company all its rights against its costumer in respect of that disposal.
9.6 In the event that the Company exercises its rights of ownership so as to recover possession of the Goods or any of them the risk in the Goods retaken shall revert to the Company on possession being taken by the Company its servants or agents and the Company shall have full and unencumbered right to dispose of the Goods free of any rights whatsoever on the part of the Purchaser to the Goods or the proceeds of sale thereof.

10. Lien

The Company shall have a great lien against the Purchaser of any goods of the Purchaser for the time being in the possession of the Company for amounts overdue under this Contract. If any lien is not satisfied within 3 months of any payment aforesaid becoming overdue the Company may sell such goods as agent for the Purchaser and apply the proceeds towards the monies due and the expenses of the sale and shall upon accounting to the Purchaser for the balance remaining (if any) be discharged from all liability whatsoever in respect of such goods.

11. Guarantee

11.1 If agreed in writing between the Company and the Purchaser should any failure of the Goods occur within 12 months (or such other period as shall be agreed in writing between the Company and the Purchaser) from the date of delivery which is proved to the Company’s satisfaction to be the result of defective material or workmanship and not caused by fair wear and tear damage in transit or accident the Company subject to condition 11.2 below will supply replacement Goods or where appropriate a new part free of charge and carriage paid and forward it to the Purchaser. This guarantee (if applicable) shall not be assignable without the written consent of the Company.
11.2 The aforesaid guarantee shall not apply in respect of:
11.2.1 defects or failure reported to the Company with 30 days of the occurrence of failure with the Goods returned to the Company’s supplying location or as otherwise advised by the Company within the same period;
11.2.2 any failure or damage due to Goods being misused or neglected operated in excess of their rated capacity or with dirty of unsuitable fuels or lubricating oils or under conditions detrimental to their successful running likely to cause excessive wear or tear;
11.2.3 goods which have been modified or re-worked by the Purchaser or any third party;
11.2.4 any direct or in direct or consequential liability loss injury or damage (other than death or personal injury) arising through any such failure or defect and the Company’s obligation shall subject to Clause 12 below be limited to the replacement of the defective goods aforesaid.

12. Liability

12.1 The obligations of the Company under Clause 8 and 11 are undertaken by the Company and shall be accepted by the Purchaser in lieu of and to the exclusion of all conditions and warranties express or implied statutory (save for the implied conditions as to the Company’s title to the Goods and for warranties implied by statue in the case of a sale of goods to a consumer) or otherwise. Save as provided in Clause 12.2 the liability of the Company for loss or damage including consequential of indirect loss or damage to the Purchaser shall not in any event exceed the sum of £50,000 whether such liability arises in contract or in tort or otherwise howsoever.
12.2 The limitation of liability referred to in Clause 12.1 shall not apply so as to exclude or restrict the Company’s liability for:
(i) death or personal injury resulting from the negligence of the Company it’s servants or agents or
(ii) the breach of the Company’s implied undertaking as to title.

13. Force Majeure

The Company shall not be under any liability to the Purchaser in respect of any failure to perform or delay in forming any of its contractual obligations to the Purchaser attributable to any cause of whatsoever nature beyond the Company’s reasonable control and no such failure or delay shall be deemed for any purpose to constitute of contract.

14. Export Sales

14.1 In this conditions “Incoterms” means the international rules for the interpretation of trade terms of the international Chamber of Commerce as in force at the date when the Agreement is made.
14.2 It is hereby agreed between the parties that the uniform law on international sales shall not apply to any contract pursuant to these conditions.
14.3 Where Goods are to be supplied for export from the United Kingdom these Conditions shall apply subject to the following:
14.3.1 the terms concerning payment, delivery, risk, insurance and carriage of the Goods shall be specified in the Company’s written quotation;
14.3.2 the terminology of the Company’s written quotation shall be defined by reference to Incoterms.

15. Termination

15.1 The following shall be treated as a breach of the terms of Agreement and the Company shall be entitled without prejudice to its other rights and remedies to treat any such breach as a repudiation of this Agreement and to determine the same accordingly;
15.1.1 any failure of the Purchaser to take delivery of the Goods when required to do so or any failure of the Purchaser to remedy any material breach of its obligations under any contract with the Company within 30 days of written notice from the Company specifying the breach and the remedial action required.
15.1.2 the levying of any distress, execution or other legal process upon any of the Purchaser’s assets.
15.1.3 any arrangement or composition between the Purchaser and its creditors (whether generally or pursuant to proposals made under Section 1 of the Insolvency Act 1986) or any act of bankruptcy of the Purchaser or (if the Purchaser is a corporation) the passing of a resolution or the making of an order for the winding up of the Purchaser or the making of any administration order in respect of the Purchaser of the appointment of any liquidator, judicial administrator or receiver or manager in respect of any parts of the undertaking or assets of the Purchaser or any subsidiary or holding company of the Purchaser.
15.2 any failure on the part of the Company to terminate this Agreement or take any action for enforcement of the Agreement in consequence of any breach by the Purchaser shall not operate as a continuing waiver of the breach in question or prevent the Company from enforcing its rights in respect of any continuing or like breach.

16. General

16.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the Company at its registered office marked for the attention of the Company Secretary and to the Purchaser at it’s registered office or principal place of business or such other address as may at the relevant time have been notified to the Company pursuant to this provisions.
16.2 If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole of in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby.
16.3 Every Agreement to which these Conditions apply shall be constructed and take effect in accordance with law of England and the parties shall accept the non-exclusive jurisdiction of the English Courts.