GENERAL TERMS AND CONDITIONS

1. This quotation is based upon the information and documentation provided by Customer at the time of the quote. All changes to the assumptions, specifications or requested services subsequent to initial quote and prior to initial production are subject to the re-quote of pricing.
2. “Deliverables” as used herein shall mean molds, equipment or molded parts supplied by IRUMOLD S.L.U. (“IRUMOLD”) to Customer.
3. This quotation is valid for a period of 30 days from the date of this quotation. IRUMOLD reserves the right to revise this quotation for orders placed past this 30-day period.
4. Unless otherwise stated in the Quote, all prices quoted are payable in EURO funds and do not include any taxes, duties, charges, fees, levies or other assessments imposed by any governmental or taxing authority. Payment is net 30 days of invoice for orders under EUR 10,000. All orders over EUR 10,000 require a payment of one-third with order, one-third at 50% completion (as determined by Seller), and the balance at completion. Mold order terms: 33% with order, 34% at 50% completion and 33% at first sample Customer will be charged one and one-half percent monthly interest on all late payments.
5. Customer is responsible for supplying, in a timely manner, all documentation that IRUMOLD may reasonably require to manufacture the quoted deliverables.
6. All shipments will be delivered at place (DAP) (Incoterms 2010) unless otherwise stated in the quotation.
7. All pricing is subject to adjustment for raw materials prices at time of IRUMOLD purchase and subject to materials handling charges. All excess and obsolete materials costs are responsibility of the Customer. In the event materials are consigned to IRUMOLD, handling charges may apply.
8. IRUMOLD’s know how, design tools, methodologies, software, algorithms, or other means that may be used to (a) design, manufacture, assemble or test products, or (b) to design production means or the processes by which products are designed, manufactured, assembled, or tested shall remain IRUMOLD’s sole and exclusive property. Customer acknowledges and agrees that this quote or any other order or documentation shall not affect the ownership of, nor convey any licenses or rights to any IRUMOLD intellectual property or trade secrets, either expressly, impliedly or otherwise to Customer or any other third party.
9. Customer is responsible for final review, testing, and approval of all features of the Deliverables and acceptance of the results of the services, and (3) Customer has provided IRUMOLD with data, information and/or specifications regarding the Deliverables which have been used by and relied upon by IRUMOLD. Accordingly, Customer shall defend, indemnify, and hold harmless IRUMOLD, its affiliated companies, officers, directors, employees, and agents from and against all claims, actions, losses, expenses, damages and other liabilities (including reasonable attorneys’ fees)  incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third party claims relating to or in connection with the Deliverables, or any products based on or incorporating any the Deliverables, excluding claims based on IRUMOLD’s intellectual property.
10. Unless otherwise set out in the quotation or other document, upon receipt of the Deliverables from IRUMOLD, Customer shall have five (5) days to accept or reject the Deliverables. If Customer determines that the Deliverables fail to satisfy the criteria for acceptance set forth in the quote, then Customer may choose not to accept such Deliverables by written notice to IRUMOLD.  Upon receipt of such a notice, IRUMOLD shall adjust the unaccepted Deliverables and resubmit them to Customer and Customer shall have an additional five (5) days within which to accept such corrected Deliverables.  The parties agree to repeat the procedure set forth in this Section up to two (2) times.  If after two (2) attempts, Customer determines that the non-conformities are not corrected, then either (i) the parties will enter into a mutually agreeable agreement that will allow IRUMOLD to be paid on a time and material basis for the ongoing work or (ii) the Purchase Order may be terminated by Customer or IRUMOLD.  THIS (AND THE REMEDIES SET OUT IN PARAGRAPH 12) ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO THE SERVICES AND DELIVERABLES. All claims for damages in connection with the supply of the Deliverables, including for late delivery or breach of warranty, shall be excluded, except in case of gross negligence or willful intent.
11. Warranty and Standards: Notwithstanding anything in any Quote or otherwise, IRUMOLD represents and warrants that (i) all Molds will be produced as Class 101, and (ii) each cavity on a Mold will be useful for 1 million cycles.  With respect to any equipment manufactured by IRUMOLD, IRUMOLD warrants that the equipment will be free from defects in materials and workmanship from the date the equipment is put into service and expires six (6) months for parts, and ninety (90) days for labor, after the date the equipment is put into service.  This equipment warranty shall not apply to: (a) replacement of consumable items; (b) repairs or alterations performed by any organization other than IRUMOLD; (c) parts, accessories, or other items manufactured by others which are in any way used and/or installed in or on the machine; such machine components may be covered under their own manufacturer’s warranties.  With respect to molded parts manufactured by IRUMOLD, IRUMOLD warrants the molded parts to be free from defects in workmanship, and to conform to Customer’s specifications whichever are applicable for such molded parts, for a period of one (1) year from the invoice With respect to any materials or equipment purchased from a third party, to the extent IRUMOLD actually receives from a vendor the benefit of vendor’s warranty, IRUMOLD shall transfer that benefit to Customer (without any actual liability for such vendor’s warranty obligations). The foregoing warranties are not applicable to: (i) materials; (ii) defects resulting from the Customer-owned molds or adherence to the specifications, or any instructions provided by or on behalf of Customer; (iii) the design of the molded parts; molded parts damaged by, or failures due to: abuse; misuse; alteration; accident; negligence; improper installation; storage or maintenance; use of third party supplied accessories or devices unless pre-­‐approved by IRUMOLD; operation or storage beyond specified ranges including but not limited to temperature, moisture, dirt, shock, vibration, electrostatic discharge or corrosion; lack of maintenance as specified in user manuals, or repair or alteration by anyone other than an authorized representative of IRUMOLD. IRUMOLD’s obligations under the warranty are limited, at IRUMOLD’s sole discretion, to the replacement of the non-­‐conforming Deliverables, the reworking or repair of the non-­‐conforming Deliverables, or the crediting or return of that portion of the purchase price applicable to the non-­‐conforming Deliverables.  The above warranties are given in lieu of any other representation or warranty, express or implied, and including but not limited to the implied warranty of merchantability or fitness for a particular purpose. The sole and exclusive remedies of Customer for a breach of such warranty shall be those specifically set forth herein.
12. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY COST OF SUBSTITUTE PROCUREMENT (INCLUDING INTERNAL COSTS IN CONNECTION WITH ANY SUBSTITUTE PROCUREMENT), OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THE SERVICES OR THE USE OF THE DELIVERABLES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT OR TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY). In addition, in no event shall IRUMOLD’s liability for all claims arising out of or relating to any Deliverable provided for herein exceed the amount paid by Customer for the specific Deliverable to which the claim relates.
13. This quote and any purchase order or other documentation governing the relationship of the parties shall be governed by and interpreted in accordance with the laws of Switzerland without regard to its conflicts of laws provisions. All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.

IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

14. CONFIDENTIALITY. Neither party shall, without first obtaining the other’s written permission, advertise, publish, or disclose the terms, details, pricing or specifications of this quotation. Both parties agree to maintain in confidence those materials and information either has designated as being confidential or proprietary information.