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General Terms & Conditions

All IGC Technologies ("IGC") products are rendered exclusively on the basis of the following terms and conditions, which will apply to both this and all future business transactions with any customer with whom IGC does business (hereafter referred to as "Buyer"). Any deviations from these terms and conditions not explicitly acknowledged in writing by IGC, will not be binding on IGC, even if IGC fails to object thereto in a particular instance.

2. Prices and extra charges

a. All calculations used when determining amounts due by Buyer shall be based on gross weight when packaged, and on net weight when supplied in bulk, as determined by IGC.

b. Unless otherwise indicated, all prices specified or otherwise quoted are F.O.B. Point of Origin, and specifically exclude costs of packaging, shipping, insurance and taxes.

c. Buyer shall be solely responsible for all taxes, duties, excises or other similar charges payable to any government organization (national, state, or local), regardless of whether IGC is responsible for collection or payment thereof, unless satisfactory evidence of an exemption for the payment thereof is suppled by Buyer.

3. Acceptance of an order

All orders and other agreements must be confirmed in writing, signed or acknowledged by IGC, with only the contents of this confirmation being effective. If no written confirmation is made, the order will be deemed to have been accepted upon acceptance of the shipment by the Buyer, and the Buyer's agent or a common carrier acting on Buyer's behalf.

4. Terms of payment

a. IGC reserves the right to demand advanced payment or cash on delivery for any shipment and for any past due payments to be paid in full and before any additional shipments are made. IGC is entitled to refuse to render any further product or service until all such payments are received.

b. Checks accepted by IGC will only be acknowledged and credited as payment after the same have cleared from the Buyer's bank and the full amount thereof has been credited to the IGC's account without reservation.

c. All invoices are due for payment in full 30 days after the invoice date. Any deviation to terms of payment will be subjected to separate agreement.

d. Interest shall accrue on all overdue amounts at the rate of one percent (1%) per month, or the maximum percentage allowed under applicable law, whichever is less. Buyer shall be obligated to reimburse IGC for all costs of collection on all past due amounts including without limitation, reasonable attorneys fees.

e. If the Buyer fails to fulfill the terms of payment, or if IGC at any time has any doubt as to the financial responsibility of the Buyer due to the filing of a petition in bankuptcy by or against Buyer, or the appointment of a receiver for buyer, or the insolvency of Buyer or any other reason, IGC may decline to make further shipments except unless the full purchase price plus all past due amounts are paid in cash on delivery.

5. Passage of risk and shipment

a. Title to and risk of loss of all products sold will pass to the buyer upon delivery, F.O.B. Point of Origin.

b. Unless specifically agreed to by IGC in writing, buyer shall be solely responsible for arranging the transportation of all product purchased from IGC.

c. If IGC agrees in writing to pay the cost of freight for a particular order, then IGC shall have the right to select the carrier, routing and means of transportation.

d. Buyer shall inspect all product deliveries before unloading, in order to confirm the amount of product delivered, and to determine if there is any product damage and/or loss. In the event of short shipments of product, the non-conformance must be immediately communicated to IGC via phone, fax, or e-mail and subsequently confirmed in writing so that the surrounding facts and circumstances can be confirmed on site by IGC, at its option. All F.O.B. Point of Origin shipments resulting in a claim for damage or loss of shipment during transportation to the buyer must be reconciled with the Buyer's requested common carrier.

6. Delivery

a. Buyer shall be responsible for providing IGC with written shipping and delivery instructions, which will become binding only if accepted by IGC in writing. Unless otherwise specified, all products will be transported in a single delivery.

b. Delivery deadlines will be considered met if the ordered product is ready for shipment on IGC's premises on or before the date specified in the purchase order. IGC will not be liable for any delays in transportation of the product to the Buyer once product has left its premises. However, IGC will use its best efforts to promptly notify the Buyer whenever there is good reason to believe that a scheduled delivery of product will be late.

c. Acts of God, such as traffic jams, lack of product, trucks and raw material, power outages, strikes, lock-outs, and other operational disturbance as well as obstacles beyond IGC's control which prevent the timely completion of a product order shall extend delivery deadlines as the circumstances reasonably warrant.

7. Technical consulting

Any advice furnished by IGC concerning the Buyer's use of IGC's products shall be regarded as gratuitous advice and shall represent supplier judgment, and is acted on solely at the risk of the Buyer. IG does not make any representations or warranties with regard to such advice, and does not accept any liability with regard to the same.

8. Warranty

a. IGC warrants that in the design, manufacture and delivery of product for sale complies at all times with applicable state, federal and local laws, rules and regulations. IGC also warrants that all product is properly manufactured and undertakes the guarantee within the statutory period of warranty . IGC DOES NOT WARRANT THAT THE GOODS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR USE.

b. Buyer has sole responsiblity for determining whether the product is of any kind whatsoever suitable for its intended use (whether or not such use is known to IGC). Buyer shall promptly examine and test each shipment for product conformity upon delivery to the Buyer and before any of the product has been changed from its original condition. Any non-conformity of the product must be communicated to IGC in writing immediately after discovery by stating the type and extent of the non-conformity.

c. Buyer waives any claim for defective materials, for imperfect manufacture, for shortage in count, or for any other cause, unless such claim is made within ten days after delivery of the product hereunder.

d. IGC has the right at its option to cure any product defect within a reasonable period or to replace the product concerned. Should it be impossible to remedy the non-conformity or to replace the non-conforming product, Buyer sole remedies shall be to either negotiate with IGC a mutually acceptable reduction or credit for non-conforming product, to have the defective product replaced with new product, or to cancel the order. Except as herein provided, IGC shall have no other liability of any kind whatsoever to Buyer.

e. Should the product be damaged or lost after the risk has passed to Buyer due to improper storage or handling, IGC will neither be obliged or remedy the damage, replace the product, or grant a reduction or credit in price or cancel the contract.

9. Miscellaneous

a. This instrument is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement , explain, or vary any of the terms of this agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall be relevant or admissible to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objection. No representations, understandings, or agreeements have been made or relied upon in the making of this agreement other than those specifically set forth herein. This agreement may be modified only by an instrument signed by both parties or their duly authorized agents.

b. Each party shall indemnify and hold the other party harmless and will, upon request, defend the other against all actions, proceedings, claims, demands, suits, outlays, damages or expenses, including reasonable legal fees and other costs that may be assessed against the other, and which the other may incur in defending any proceedings in which the damage sustained arose from a failure of the defaultng party to meet its obligations under this Agreement, or from any other act or omission of the defaulting or breaching party, its representatives, agents or employees.

c. Any controversy, claim or dispute between the parties, directly or indirectly, concerning this Agreement or the breach hereof, or the subject matter hereof, shall be finally settled by arbitration as provided herein. In the event a dispute is to be submitted to arbitration, the dispute shall be settled by arbitration in the City of Milwaukee, Wisconsin, and judgment upon the award rendered by be entered in any court having jurisdiction thereof. Except as specifically provided herein, the arbitration shall proceed in accordance with the laws of the State of Wisconsin. The party requesting arbitration shall give a written demand for arbitration to the other party by registered or certified mail. The demand shall set forth a statement for the nature of the dispute, the amount involved and the remedies sought. No later that thirty (30) calendar days after the demand for arbitration is served, the parties shall jointly select and appoint an agreed upon third party to act as the arbitrator. If the parties do not agree on the selection of an arbitrator, the party seeking arbitration shall apply to the circuit court for Milwaukee County for the appointment of an arbitrator. The arbitration award shall be final and binding regardless of whether one of the parties fails or refused to participate in the arbitration. The resultsof such arbitration shall be conclusive and binding, provided, however, that both parties shall have the right to apply to a court of competent jurisdiction for such equitable relief as is necessary to preserve and enforce their rights under this Agreement. Notwithstanding, any of the foregoing provisions, either party may join the other party to any action, suit or proceeding with respect to which the party seeking such joinder is a defendant, if the other party is required to defend, indemnify, and hold harmless such defendant in accordance with the terms and provisions hereof.

d. This agrement is not assignable nor the performance of buyer's duties delegable without Seller's prior written consent.