GENERAL CONDITIONS OF SALE-IGUS UK LTD

1. Definitions

1.1 “Agreement” means the agreement between the Company and the Purchaser for the supply of Goods and/or Services in accordance with these terms and conditions. 
1.2 “Company” means igus (UK) Ltd registered in England and Wales with company number 02600806 and whose registered office is at 51a Caswell Road, Brackmills Industrial Estate, Northampton, England, NN4 7PW.
1.3 “Deliverables” means all documents, products and materials developed by the Company, or its agents, contractors and employees as part of, or in relation to the Services in any form.
1.4 “Goods” means the goods (including any instalments of the goods or any parts for them if applicable) supplied by the Company to the Purchaser.
1.5 “Goods Specification” means any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Purchaser and the Company. 
1.6 “Order” means the Purchaser’s order for the supply of Goods and/or Services, as set out in the Purchaser’s purchase order form, or the Purchaser’s written acceptance of the Company’s quotation, as the case may be. 
1.7 “Purchaser” means the party to an agreement purchasing Goods and/or Services from the Company.
1.8 “Services” means the services, including the Deliverables, supplied by the Company to the Purchaser as set out in the Services Specification. 
1.9 “Services Specification” means the description or specification for the Services provided in writing by the Company to the Purchaser.

2. General

2.1 These conditions shall apply to any agreement between the Company and the Purchaser for the sale of Goods and/or Services. 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 and/or Services are (save as may be provided by law) excluded save to the extent that the same appears in these Conditions or are specially agreed after the date of any Order in writing by the duly authorised representatives of both parties. These conditions apply to the provision of both Goods and Services, except where application to one or the other is specified. 
2.2 The Company’s quotation is merely an invitation for an Order subject to these Conditions. The Purchaser’s Order constitutes an offer by the Purchaser to purchase Goods and/or Services in accordance with these Conditions. No Agreement will result until the Company’s authorised representative has confirmed such Order in writing, or where the Company has begun to start fulfilling or delivering an Order, at which point
and on which date the Agreement shall come into existence.
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 and/or Services, the Purchaser shall be deemed to have accepted the Conditions if it raises no objection within five days of notification thereof, or accepts Goods and/or Services delivered pursuant to an Order which has been confirmed by the Company subject to these Conditions.
2.5 The Company shall have complete discretion on whether to accept any Orders, conclude any agreements with the Purchaser or agree to any changes to the terms on which an Order is fulfilled.
2.6 The company takes Anti Money Laundering and Counter Terrorism legislation very seriously.  igus, therefore, reserves the right to run Anti Money Laundering checks from time to time.
 

3. Specifications

3.1 The Company shall provide the Services to the Purchaser in accordance with the Services Specification in all material respects and the Company shall provide the Goods to the Purchaser in accordance with the Goods Specification in all material respects. 3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification or the Services are to be supplied in accordance with a Services Specification supplied by the Purchaser, the Purchaser shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Goods Specification or the Services Specification. This Clause 3.2 shall survive termination of the Agreement. The Company reserves the right to amend the Goods Specification and/or Services Specification (including any spare parts supplied) without prior notice to the Purchaser if required by quality control, engineering improvement and/or any applicable statutory or regulatory requirements, and the Company will notify the Purchaser in any event. 
3.3 All descriptions and illustrations contained in the Company’s price lists, advertising materials and other publications are to present merely a general idea of the Goods and/or Services described in them and shall not form part of an Agreement unless specifically incorporated therein as provided in Clause 2.1 (and this shall include but not limited to any Goods Specifications and/or the Services Specifications which are incorporated with these Conditions).
 

4. Prices

4.1 Save as otherwise agreed: 
4.1.1 all Goods will be charged at the Company’s list prices current at the time of despatch; 
4.1.2 all charges for Services shall be on a time and material basis, and the charges shall be calculated in accordance with the Company’s standard daily fee rates from time to time in force; and 4.1.3 the Company shall be entitled to charge the Purchaser for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services. 
4.2 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 reasonably required and requested by the Company, the quoted prices may be increased to cover any increase in cost due to such delay or suspension.
4.3 Unless otherwise stated, all prices quoted are exclusive of VAT. 4.4 The Purchaser shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods at the same time as payment is due for the supply of the Services and/or the Goods.  
4.5 Unless otherwise agreed between the Company and the Purchaser, prices quoted for delivery of Goods and/or Services within the United Kingdom are carriage paid. Such delivery charges are not included within the costs of the Goods and/or Services. 
4.6 In case of price discrepancies between Purchaser’s Order and Company’s sales order confirmation and/or invoice, the Company’s prices are applicable (save in respect of manifest error by the Company). 
 

5. Terms of Payment

5.1 Payment on credit accounts shall be strictly due by the end of the month following the month in which the Goods were delivered and/or the Services were completed. 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 and/or the Services having been completed.
5.2 If it has been agreed to invoice on a proforma basis, in respect of Goods, the Company shall invoice the Purchaser on or at any time after completion of delivery. In respect of Services, the Company shall invoice the Purchaser on completion of the Services. All invoices shall be paid within 30 days of the date of invoice in full and cleared funds. 
5.3 In all other circumstances, payment 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.
5.4 Overdue accounts shall bear interest in accordance with the UK statutory interest applicable at the moment when the account becomes overdue.                 
5.5 The Purchaser shall not make any deduction from the invoice price of Goods and/or Services 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.
5.6 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 and/or Services supplied to the Purchaser but not paid for.

6. Delivery of Goods

6.1 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after the Company notifies the Purchaser that the Goods are ready for delivery.
6.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location, signature of any delivery note by any agent, employee or representative of the Purchaser or any other proof considered acceptable by the Company (in its complete discretion) shall be conclusive proof of delivery.
6.3 The Company will make every effort to maintain quoted dates for delivery 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. The Company will not be liable to the Purchaser for any loss or damage sustained by the Purchaser as a result of any failure by the Company to deliver any Goods by the quoted delivery date(s) and time shall not be of the essence for delivery.
6.4 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 change of specification required by the Purchaser or any cause beyond the Company’s control.
6.5 The Purchaser shall indemnify the Company for all storage and other costs incurred by the Company if the Company is required to store the Goods during normal business hours or at a time previously agreed by the Purchaser because delivery could not be completed. 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 without any liability for any loss or damage sustained by the Purchaser.
6.6 Unless otherwise stated in writing, the Company shall be entitled to make partial deliveries or deliveries by instalments and each instalment shall be construed as constituting a separate contract to which these Conditions apply and payment will be due in respect of each instalment as if it were a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.  
6.7 The Purchaser shall not be entitled to reject Goods if the Company delivers 10% more or less than the quantity of Goods ordered. Subject to Clause 7.1 below, if the Purchaser or the Company gives notice to the other that the wrong quantity of goods were delivered within 7 days of the delivery of the Goods actually delivered, a pro-rata adjustment shall be made to the Order invoice or (in terms of delivery) the Purchaser may return the excess Goods delivered (at its sole cost).

7. Non-Delivery and Returns of Goods

7.1 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.
7.2 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. 7.3 If the Company accepts the Purchaser’s claim under Clause 7.2 above it shall be bound to repair or replace the Goods or at its option to allow the Purchaser credit in respect of the Goods which are 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. The Company will arrange a collection of Goods subjects to claim under 7.2 and will notify the Purchaser when such collection will take place. The Purchaser shall ensure that the Goods in question are available for collection at the relevant time and shall provide all reasonable assistance to enable the Company to collect the Goods. If the Goods cannot be collected at the specified time, the Purchaser will be liable to return the Goods to the Company at its own expense.  
 

8. Property and Risk of Goods

8.1 Until all monies due to the Company for any Goods and/or Services, together with any other goods and/or services supplied, have been paid by the Purchaser, the Goods and/or any Deliverables supplied as part of the Services shall remain the sole and absolute property of the Company as legal and equitable owner.
8.2 In the event that delivery of the Goods and/or Deliverables shall be made to the Purchaser prior to the passing of title, the Purchaser shall be in possession of the Goods and/or Deliverables solely as bailee for the
Company until such time as the title has passed pursuant to Clause 8.1.
8.3 Notwithstanding that title to the Goods and/or Deliverables shall remain with the Company, the Goods and/or Deliverables shall be at the risk of the Purchaser as soon as they are unloaded by the Company at the Purchaser’s premises or as otherwise stated in the Order. The Purchaser will insure to their full value with a reputable insurable any Goods and/or Deliverables 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 and/or Deliverables. Any insurance monies payable in respect of such Goods and/or Deliverables shall be held in trust for the Company.
8.4 Until title to the Goods and/or Deliverables shall pass as aforesaid:
8.4.1 the Purchaser shall store and label the Goods and/or Deliverables 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 and/or Deliverables; 8.4.2 the Purchaser shall be bound at the request of the Company to deliver up the Goods and/or Deliverables to the Company and for such purpose the Company may at any time recover from the Purchaser those Goods and/or Deliverables 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 and/or Deliverables are situated;
8.4.3 the Company agrees to permit the Purchaser to dispose of the Goods and/or Deliverables in the course of its business as agent of the Company and pass good title to the Goods and/or Deliverables 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 be revoked upon the Purchaser committing 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; 
8.4.4 without prejudice to the provisions of Clause 8.1 above the Company consents to the use of Goods and/or Deliverables by the Purchaser in the assembly of some other goods incorporating the Goods and/or Deliverables (“the Assembled Goods”), notwithstanding that title in the Goods and/or Deliverables shall not have passed to the Purchaser, provided that such assembly does not result in the Goods and/or Deliverables being changed by any manufacturing process and the Goods and/or Deliverables may be recovered by disassembly of the Assembled Goods; and
8.4.5 in the event of the Goods and/or Deliverables becoming incorporated in Assembled Goods, the provisions contained in Clause 8.4.1 to 8.4.3 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 and/or Deliverables forming a part of the Assembled Goods and the right to retake the Goods and/or Deliverables (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 and/or Deliverables.
8.5 If the Purchaser has not received payment for a disposal under Clause 8.4.3 above; the Purchaser shall, upon notice in writing by the Company, assign to the Company all its rights against its customer in respect of that disposal.
8.6 In the event that the Company exercises its rights of ownership so as to recover possession of the Goods and/or Deliverables or any of them the risk in the Goods and/or Deliverables 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 and/or Deliverables free of any rights whatsoever on the part of the Purchaser to the Goods and/or Deliverables or the proceeds of sale thereof.
 

9. Lien

The Company shall have a general 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.
 

10. Guarantee

10.1 The Company warrants that on delivery, and for a period of 12 months from the date of delivery (the “Warranty Period”), the Goods shall conform in all material respects with the Goods Specification (if applicable) and shall be free from material defects in design, material and workmanship. 
10.2 Subject to Clause 10.4 if the Purchaser alleges that some or all of the Goods do not comply with the warranty set out in Clause 10.1, then they must notify the Purchaser immediately in writing (within the Warranty Period). The Company shall be given a reasonable opportunity of examining and testing such Goods and the Purchaser (if asked to do so by the Company) (i) returns such Goods, or (ii) returns any part or parts of the Goods in which the defect has appeared to the Company’s place of business. 
10.3 If the relevant Goods are found not to comply with the warranty set out in Clause 10.1, 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 Clause
10.4 below, shall, at its option, supply replacement Goods or where appropriate a new part free of charge and carriage paid and forward it to the Purchaser, provided always that the Purchaser has provided notice of the issue within the Warranty Period.  10.4 The aforesaid warranty shall not apply in respect of:
10.4.1 defects or failure reported to the Company in writing within 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;
10.4.2 any failure or damage due to Goods being misused or neglected or operated in excess of their rated capacity or with dirty or unsuitable fuels or lubricating oils or under conditions detrimental to their successful running likely to cause excessive wear or tear; 10.4.3 Goods which have been modified, re-worked or repaired by the Purchaser or any third party;
10.4.4 any further use of the Goods after notification to the Company; 
10.4.5 wilful damage, negligence or abnormal working conditions of the Goods;
10.4.6 any change to the Goods as a result of a change to the Goods Specification in relation to Clause 3.2; and
10.4.7 defects arising as a result of the Company following any drawing design or specification supplied by the Purchaser or using any material supplied by the Purchaser. 
10.5 This warranty (if applicable) shall not be assignable without the written consent of the Company.
 

11. Services

11.1 The Company shall use reasonable endeavours to meet any performance dates for the Services specified in the Services Specification but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.  11.2 The Company warrants that the Services shall be provided using reasonable care and skill only.
11.3 The Purchaser shall:
11.3.1 co-operate with the Company in all matters relating to the Services; 
11.3.2 provide the Company and its employees, consultants and contractors with access to the Purchaser’s premises and other facilities as reasonably required by the Company to provide the Services; and 
11.3.3 obtain all necessary licences, permissions and consents which may be required for Services before the date on which the Services are to start.
11.4 Unless otherwise agreed in writing, all intellectual property rights in or arising from the Services (including in any Deliverables) (other than any intellectual property rights in any materials provided by the Purchaser) shall be owned by the Company. The Company hereby grants to the Purchaser a nonexclusive licence to any such intellectual property rights arising from the Services or in the Deliverables to copy the Deliverables (solely for the purpose of receiving and using the Services and the Deliverables).
 

12. Liability

12.1 The obligations of the Company under Clause 7 and 10 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 statute 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 to the Purchaser in accordance with the Agreement 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 its servants or agents, (ii) fraud or fraudulent misrepresentation; or (iii) the breach of the Company’s implied undertaking as to title. 
12.3 Notwithstanding Clause 12.2, the Company shall not be liable for any indirect or consequential losses, together with any loss of profit and/or losses of sales/business, when carrying out its obligations under this Agreement. 
 

13. Force Majeure

13.1 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, including (but not limited to):
13.1.1 natural catastrophes such as fires, floods, earthquakes, hurricanes or other extreme natural events;
13.1.2 civil unrest, wars, sabotage, terror attacks, epidemics, pandemics or widespread, international disseminations of infectious diseases and other similar unforeseeable and unavoidable events 13.1.3 strikes, lock-outs and other measures within the parameters of labour struggles;
13.1.4 electrical power outages or the failure of telecommunications lines;
13.1.5 measures issued by the lawmakers, the government or by courts or government agencies regardless of their legality;
13.1.6 raw materials shortages or delays or bottlenecks during the delivery of raw materials or replacement parts if and insofar as they have been caused by a Force Majeure Event:
13.1.6.1 suffered by a supplier of the Company; or
13.1.6.2  resulting in grave market disruptions; or
13.1.6.3 based upon the fact that a supplier of the Company has discontinued the production or delivery of a raw material or of replacement parts owing to reasons for which the Company is not responsible.  (each a “Force Majeure Event”). 
13.2 The Company shall not be in breach of the Agreement nor liable for delay in performing or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including any Force Majeure Event. 
13.3 If a Force Majeure Event prevents the Company from providing any of the Goods and/or Services for more than four weeks, the Company shall, without limiting its other rights and remedies, have the right to terminate this Agreement immediately by giving written notice to the Purchaser. 

14. Export Sales

14.1 In these 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 entered into.
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; and
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 any action of the Purchaser to suspend, or threaten to suspend, payment of its debts or if it is unable to pay its debts as they fall due or it admits inability to pay its debts;
15.1.3 the levying of any distress, execution or other legal process upon any of the Purchaser’s assets;
15.1.4 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; or
15.1.5 any failure by the Purchaser to pay any sums due to the Company as and when due. 
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. 15.3 On termination of the Agreement for any reason:
15.3.1 the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied for but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Purchaser immediately on receipt; and
15.3.2 the Purchaser shall return all materials, equipment, documents and other property of the Company (the “Company Materials”) and any Deliverables which have not been fully paid
for. If the Purchaser fails to do so, then the Company may enter the Purchaser’s premises and take possession of them. Until they have been returned, the Purchaser shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement. 
 

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 its 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 are held by any competent authority to be invalid or unenforceable in whole or in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby.
16.3 These Conditions and the documents referred to in them constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 16.4 Every Agreement to which these Conditions apply shall be construed and take effect in accordance with the laws of England and Wales and the parties shall accept the non-exclusive jurisdiction of the English Courts.

17. Sanctions and Export Control

17.1 It is very important to the Company to comply with the requirements of the UK government and with other applicable international laws including those relating to sanctions restrictions and export control.
17.2 With the 12th sanctions package of the European Union, a new level of trade restrictions has been introduced across the EU. With immediate effect, EU companies are legally obliged to contractually prohibit the re-export of certain goods to Russia ("noRussia clause") and to agree a re-export clause with the respective business partner. We would like to expressly draw your attention to your obligation to comply with existing export law. Whilst the Company is located in the EU, it has chosen to align with the EU requirements and therefore requires the Purchase to do the same.
17.3 Furthermore, any Agreement concluded between the Company and the Purchaser with immediate effect is subject to the condition that it shall only be deemed to have been concluded with the Company as legally binding once a complete 4156-4631-2229, v. 2 export/shipping license (if required) has been provided to the Company. Failure by the competent authority to issue the required authorisation is a breach of law and the Agreement concluded between the Company and the Purchaser is to be deemed null and void and no claims shall then arise for either party. Any liability for damages on the part of the Company (and any other member of its group) arising from your failure to comply with any sanctions and/or export control is also excluded in full from the Agreement

1. Interpretation

 
1.1 The following definitions and rules of interpretation apply in these Conditions:
 
"Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
 
"Commencement Date" has the meaning given in clause 2.2;
 
"Conditions" these terms and conditions as amended from time to time in accordance with clause 20.6;
 
"Contract" the contract between igus and the Supplier for the supply of Goods and/or Services in accordance with these Conditions;
 
"Data Protection Legislation" the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
 
"Deliverables" all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);
 
"Delivery Location" has the meaning given in clause 4.2.2;
 
"Goods" the goods (or any part of them) set out in the Order;
 
"Goods Specification" any specification for the Goods, including any related plans and drawings that is agreed in writing by the Supplier and igus;
 
"igus" igus (UK) Limited (Company No. 02600806) whose registered office is at 51a Caswell Road, Brackmills Industrial Estate, Northampton, England, NN4 7PW;
 
"igus Materials" has the meaning set out in clause 6.3.9;
 
"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights;
 
"Order" igus' order for the supply of Goods and/or Services, as set out in igus' purchase order form;
 
"Service Specification" the description or specification for Services agreed in writing by the Supplier and igus;
 
"Services" the services, including any Deliverables, to be provided by igus under the Contract as set out in the Service Specification;
 
"Supplier" the party to an agreement providing Goods and/or Services to igus; and
 
"UK Data Protection Legislation" all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended,
 
1.1.1 a reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision;
 
1.1.2 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
 
1.1.3 a reference to writing or written does not include fax. 
 

2.Basis of Contract

 
2.1 The Order constitutes an offer by igus to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
 
2.2 The Order shall be deemed to be accepted on the earlier of the Supplier issuing written acceptance of the Order or any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence ("Commencement Date").
 
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
 
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
 

3. Supply of Goods

 
3.1 The Supplier shall ensure that the Goods shall:
 
3.1.1 correspond with their description and any applicable Goods Specification;
 
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by igus, expressly or by implication, and in this respect igus relies on the Supplier's skill and judgement;
 
3.1.3 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery (or such longer period as the Supplier has offered to igus); and
 
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
 
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
 
3.3 igus may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.
 
3.4 If following such inspection or testing igus considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, igus shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
 
3.5 igus may conduct further inspections and tests after the Supplier has carried out its remedial actions.
 

4. Delivery of Goods

 
4.1 The Supplier shall ensure that:
 
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
 
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the igus part number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
 
4.1.3 igus' Order number is clearly written on every piece of outer packaging when the Goods are delivered;
 
4.1.4 it states clearly on the delivery note any requirement for igus to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier; and
 
4.1.5 all other documentation and paperwork in respect of the Order includes a clear reference to igus' Order number and part number(s). 
 
4.2 The Supplier shall deliver the Goods:
 
4.2.1 on the date specified in the Order or, if no such date is specified, then within 28 days of the date of the Order (time for delivery being of the essence);
 
4.2.2 to igus' premises at 51a Caswell Road, Brackmills Industrial Estate, Northampton, NN4 7PW or such other location as is set out in the Order or as instructed by igus before delivery ("Delivery Location"); and
 
4.2.3 during igus' normal hours of business on a Business Day (being 8am to 5pm), or as instructed by igus.
 
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
 
4.4 If the Supplier:
 
4.4.1 delivers less than 95% of the quantity of Goods ordered, igus may reject the Goods; or
 
4.4.2 delivers more than 105% of the quantity of Goods ordered, igus may at its sole discretion reject the Goods or the excess Goods,
 
and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and igus accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
 
4.5 The Supplier shall not deliver the Goods in instalments without igus' prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle igus to the remedies set out in clause 8.1.
 
4.6 Title and risk in the Goods shall pass to igus on completion of delivery.
 

5. Imports

 
5.1 In these 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 Contract is entered into.
 
5.2 It is hereby agreed between the parties that the uniform law on international sales shall not apply to any contract pursuant to these Conditions.
 
5.3 Where Goods are to be supplied for import into the United Kingdom these Conditions shall apply subject to the following:
 
5.3.1 the terms concerning payment, delivery, risk, insurance and carriage of the Goods shall be specified in igus' Order; and
 
5.3.2 the terminology of igus' Order shall be defined by reference to Incoterms.
 

6. Supply of Services

 
6.1 The Supplier shall from the date set out in the Order (or such other date as agreed in writing between the parties) and for the duration of the Contract supply the Services to igus in accordance with the terms of the Contract.
 
6.2 The Supplier shall meet any performance dates for the Services specified in the Order or that igus notifies to the Supplier and time is of the essence in relation to any of those performance dates.
 
6.3 In providing the Services, the Supplier shall:
 
6.3.1 co-operate with igus in all matters relating to the Services, and comply with all instructions of igus and all additional obligations set out in the Service Specification;
 
6.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
 
6.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
 
6.3.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that igus expressly or impliedly makes known to the Supplier;
 
6.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
 
6.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to igus, will be free from defects in workmanship, installation and design;
 
6.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
 
6.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of igus' premises;
 
6.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by igus to the Supplier ("igus Materials") in safe custody at its own risk, maintain the igus Materials in good condition until returned to igus, and not dispose or use the igus Materials other than in accordance with igus' written instructions or authorisation; and
 
6.3.10 not do or omit to do anything which may cause igus to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that igus may rely or act on the Services.
 

7. Compliance with laws

 
7.1 For the purposes of this clause 7:
 
7.1.1 "Relevant Requirements" has the meaning given in clause 7.2.1;
 
7.1.2 "Relevant Terms" means terms equivalent to those imposed on the Supplier in this clause 7;
 
7.1.3 the meaning of "adequate procedures" and "foreign public official" and whether a person is "associated" with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively; 
 
7.1.4 meaning of "reasonable prevention procedure" shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017;
 
7.1.5 a person "associated with the Supplier" includes any subcontractor of the Supplier.
 
7.2 In performing its obligations under the Contract, the Supplier shall:
 
7.2.1 comply with all applicable laws, statutes, regulations and codes from time to time in force relating to:
 
7.2.1.1 anti-slavery and human trafficking laws including the Modern Slavery Act 2015;
 
7.2.1.2 anti-bribery and anti-corruption including the Bribery Act 2010; and
 
7.2.1.3 the facilitation of tax evasion including the Criminal Finances Act 2017,
 
  collectively the "Relevant Requirements",
 
7.2.2 not engage in any activity, practice or conduct that would constitute;
 
7.2.2.1 an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;
 
7.2.2.2 an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
 
7.2.2.3 UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or
 
7.2.2.4 foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017;
 
7.2.3 have and shall maintain in place throughout the term of the Contract its own policies and procedures to ensure compliance with the Relevant Requirements, the Mandatory Policies and this clause 7 and will enforce them where appropriate;
 
7.2.4 notify igus (in writing) immediately if:
 
7.2.4.1 it becomes aware of any breach of clauses 7.2.1 or 7.2.2;
 
7.2.4.2 it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract; 
 
7.2.4.3 it has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the Contract; 
 
7.2.4.4 a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier; or
 
7.2.4.5 it (or any of its employees, agents or representatives) receives a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of the Contract,
 
7.2.5 at all times maintain a complete set of records to trace the supply chain of all Goods and Services provided to igus in connection with the Contract;
 
7.2.6 permit igus and its third party representatives to inspect the Supplier's premises, records, and to meet the Supplier's personnel to audit the Supplier's compliance with its obligations under this clause 7;
 
7.2.7 provide and procure that its employees, agents, officers, consultants and advisers all reasonable assistance to igus and its third party representatives in responding to any questions they may have in respect of the Supplier's compliance with its obligations under this clause 7, including providing any information igus (or its third party representatives) may reasonable request; and
 
7.2.8 ensure that any person associated with the Supplier who is performing services in connection with the Contract or is otherwise a direct subcontractor or supplier of the Supplier does so only on the basis of a written contract which imposes on and secures from such Relevant Terms. The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to igus for any breach by such persons of any of the Relevant Terms.
 
7.3 The Supplier represents and warrants that:
 
7.3.1 it not has been convicted of any offence nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking, anti-bribery and anti-corruption and/or the facilitation of tax evasion; and
 
7.3.2 it has no foreign public officials as direct or indirect owners, officers or employees at the Commencement Date.
 

8. igus' remedies

 
8.1 If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or both, igus shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights and remedies:
 
8.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
 
8.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
 
8.1.3 to recover from the Supplier any costs incurred by igus in obtaining substitute goods and/or services from a third party;
 
8.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
 
8.1.5 to claim damages for any additional costs, loss or expenses incurred by igus which are in any way attributable to the Supplier's failure to meet such dates.
 
8.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, igus shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
 
8.2.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
 
8.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
 
8.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
 
8.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
 
8.2.5 to recover from the Supplier any expenditure incurred by igus in obtaining substitute goods from a third party; and
 
8.2.6 to claim damages for any additional costs, loss or expenses incurred by igus arising from the Supplier's failure to supply Goods in accordance with clause 3.1.
 
8.3 If the Supplier has supplied Services that do not comply with the requirements of clause 6.3.4 then, without limiting or affecting other rights or remedies available to it, igus shall have one or more of the following rights and remedies:
 
8.3.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
 
8.3.2 to return the Deliverables to the Supplier at the Supplier's own risk and expense;
 
8.3.3 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
 
8.3.4 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
 
8.3.5 to recover from the Supplier any expenditure incurred by igus in obtaining substitute services or deliverables from a third party; and
 
8.3.6 to claim damages for any additional costs, loss or expenses incurred by igus arising from the Supplier's failure to comply with clause 6.3.4.
 
8.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
 

9. igus' obligations

 
9.1 igus shall:
 
9.1.1 provide the Supplier with reasonable access at reasonable times to igus' premises for the purpose of providing the Services; and
 
9.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request.
 

10. Charges and payment

 
10.1 The price for the Goods:
 
10.1.1 shall be the price set out in the Order; and
 
10.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by igus,
 
unless otherwise expressly agreed in writing by igus.
 
10.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by igus, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
 
10.3 In respect of the Goods, the Supplier shall invoice igus on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice igus on completion of the Services. Each invoice shall include such supporting information required by igus to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
 
10.4 In consideration of the supply of Goods and/or Services by the Supplier, igus shall pay the undisputed invoiced amounts within 60 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
 

10.5 All amounts payable by igus under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time ("VAT"). 
 
10.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from 7 days after the dispute is resolved until payment.
 
10.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow igus to inspect such records at all reasonable times on request.
 
10.8 igus may at any time, without notice to the Supplier, set off any liability of the Supplier to igus against any liability of igus to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by igus of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
 

11. Intellectual property rights

 
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any igus Materials) shall be owned by the Supplier.
 
11.2 The Supplier grants to igus, or shall procure the direct grant to igus of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding igus Materials) for the purpose of receiving and using the Services and the Deliverables.
 
11.3 igus grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by igus to the Supplier for the term of the Contract for the purpose of providing the Services to igus.
 
11.4 All igus Materials are the exclusive property of igus.
 

12. Indemnity

 
12.1 The Supplier shall indemnify igus against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by igus arising out of or in connection with:
 
12.1.1 any claim made against igus for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding igus Materials);
 
12.1.2 any claim made against igus by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
 
12.1.3 any claim made against igus by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
 
12.2 This clause 12 shall survive termination of the Contract.
 

13. Insurance

 
During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on igus' request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
 

14. Confidentiality

 
14.1 Each party undertakes that it shall not at any time during the Contract and for a period of seven years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
 
14.2 Each party may disclose the other party's confidential information:  

14.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
 
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
 
14.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
 

15. Data protection

 
15.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 15 in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 15, "Applicable Laws" means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and "Domestic UK Law" means the UK Data Protection Legislation and any other law that applies in the UK.
 
15.2 The parties acknowledge that for the purposes of the Data Protection Legislation, igus is the controller and the Supplier is the processor.
 
15.3 Without prejudice to the generality of clause 15.1, igus will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
 
15.4 Without prejudice to the generality of clause 15.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
 
15.4.1 process that personal data only on the documented written instructions of igus unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify igus of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying igus;
 
15.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by igus, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
 
15.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
 
15.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of igus has been obtained and the following conditions are fulfilled:
 
15.4.4.1 igus or the Supplier has provided appropriate safeguards in relation to the transfer;
 
15.4.4.2 the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
 
15.4.4.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
 
15.4.4.4 the Supplier complies with reasonable instructions notified to it in advance by igus with respect to the processing of the personal data;
 
15.4.5 assist igus, at igus' cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
 
15.4.6 notify igus without undue delay on becoming aware of a personal data breach;
 
15.4.7 at the written direction of igus, delete or return personal data and copies thereof to igus on termination of the Contract unless required by Applicable Law to store the personal data; and
 
15.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 15 and allow for audits by igus or igus' designated auditor and immediately inform igus if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
 
15.5 igus does not consent to the Supplier appointing any third party processor of personal data under the Contract. 
 
15.6 Either party may, at any time on not less than 30 days' notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
 

16. Termination

 
16.1 Without affecting any other right or remedy available to it, igus may terminate the Contract:
 
16.1.1  with immediate effect by giving written notice to the Supplier if:
 
16.1.1.1 the Supplier's financial position deteriorates to such an extent that in igus' opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
 
16.1.1.2 the Supplier commits a breach of clause 7 (Compliance with relevant laws).
 

16.1.2  for convenience by giving the Supplier one months' written notice.
 
16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
 
16.2.1  the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
 
16.2.2  the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
 
16.2.3  the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
 

17. Consequences of termination

 
17.1 On termination of the Contract, the Supplier shall immediately deliver to igus all Deliverables whether or not then complete, and return all igus Materials. If the Supplier fails to do so, then igus may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
 
17.2 Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
 
17.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
 

18. Assignment and other dealings

 
18.1 igus may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
 
18.2 The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of igus.
 

19. Notices

 
19.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
 
19.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
 
19.1.2 sent by email to the address specified in the Order. 
 
19.2 Any notice shall be deemed to have been received:
 
19.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
 
19.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
 
19.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19.2.3, business hours means 8.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
 
19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
 

20. General

 
20.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision of the Contract is deemed deleted under this clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
 
20.2 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
 
20.3 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
 
20.4 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
 
20.5 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
 
20.6 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
 
20.7 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.