GENERAL TERMS AND CONDITIONS
As at 12/2021
In these General Terms and Conditions, the terms “we”, “our”, “us” and “Balluff” shall all refer to and mean Balluff Asia Pte Ltd.

1.2
1.3
1.4

1.5

2.
2.1
2.2

2.3
2.4
2.5

2.6

2.7

2.8

3.
3.1

3.2

4.
4.1

General - Additional Agreements/Amendments - Offers
All of our deliveries of products and services (hereinafter referred to as “Service(s)”) are subject exclusively to thefollowing General Terms and Conditions (hereinafter referred to as “Terms and Conditions”). We do not accept
conflicting, differing and/or terms and conditions not contained in these Terms and Conditions unless expressly agreed
upon their application in writing. This also applies in cases where we perform deliveries of products and services withthe knowledge of conflicting, differing conditions or conditions that are not contained in our Terms and Conditions or if
you unilaterally refer in your request, your order or in any other context to the application of other terms and conditions.
Our sales personnel are not authorized to amend any parts of these Terms and Conditions or make any additional
agreements, oral or otherwise.
Unless otherwise expressly agreed upon, our offers for price and performance are not binding. The order does not
become binding for us until we confirm it in writing or tacitly accept it by performance or issuance of an invoice.
All contracts concluded with you are under the condition precedent that the necessary export licenses will be granted
upon application. In particular, there must be no obligations or obstacles falling upon us in our position as an exporter,and there must be no conflicts with any export regulations or conditions imposed by regulators which must be observedby us or our suppliers.
Unless otherwise expressly agreed upon, illustrations, drawings, calculations and other product, application or projectrelated documents which contain valuable know-how or valuable information remain our sole property and are subject toour copyright even if handed over to you; they may not be reproduced or made available to third parties without our priorwritten consent.
Delivery - Date of Delivery - Extension of the Delivery Period - Part Performance
Unless otherwise expressly agreed upon, the time of delivery or performance is not of the essence. Balluff shall use its
reasonable endeavours to meet delivery dates but such dates are approximate only.
The delivery period and the period for service does not commence until all details are clarified and both parties haveagreed on all the conditions of business. The prerequisites for adherence to delivery periods and to periods forservice are:− all documents which are to be provided by you have reached us on time;− all approvals and releases which are to be provided by you have been issued on time;− your contractual obligations, particularly your payment obligations, have been met in full and on time.
Unless otherwise expressly agreed upon, the delivery period is considered to have been met if the operational shipment
has left our plant within the agreed delivery period.
The delivery period shall be reasonably extended if:
the failure to comply with the delivery period is due to force majeure, i.e. an unforeseen event on which we have noinfluence, beyond our reasonable control and which we are not responsible for (including but not limited to official
actions and orders (irrespective if they are valid or invalid), fires, floods, storms, explosions, pandemics or other natural
disasters); Any party's failure to pay or other circumstances which may make the terms of this contract unattractive to a
party shall not be an event of force majeure in any event. This shall also apply if force majeure occurs during an undue
delay in delivery and if a supplier engaged by us is affected by force majeure;− necessary approvals or documentation from third parties which are to be provided by you are not presented in time;− the necessary specifications are not made known by you, to us, in time.
Service(s) may be provided in instalments insofar as you can be reasonably expected to accept this. In such event, weare also entitled to invoice such instalments separately. Any delay in delivery or defect in an instalment shall not entitle
you to cancel any other instalment.
In the event a delivery is delayed at your request or due to circumstances for which you are responsible for, we are,upon demonstration of readiness to ship, entitled to charge you the costs resulting from storage which shall be atminimum, 0.5% of the invoice amount for each week of delay (upon Balluff‘s reasonable discretion), and up to an
aggregated maximum of 10% of the invoice amount. This shall not limit our rights to withdraw from the contract, to claim
damages and to pursue our rights and remedies in law.
No order that has been agreed upon shall be cancelled or modified (or thereof) unless mutually agreed upon. We
reserve the right to charge for losses, cost, damages, charges, and/or expenses incurred when the contract isterminated.
Force Majeure - Cancellation - Failure of SupplierIf it is impossible for us to fulfil the performance within an appropriate period of time due to force majeure (refer to theabove in Section 2.4), both parties are entitled to withdraw in full or in part from the contract. The same applies tosubsequent impossibility of performance of contract which we are not responsible for. No damages may be claimed forsuch a withdrawal. If one party intends to withdraw from the contract due to force majeure reasons it must inform theother party without delay.
You agree that we are released from our contractual obligations without any fault on our part if our suppliers do notsupply us in time with the correct goods needed to fulfil our contractual obligations with you.
Retention of Title
We reserve the legal and beneficial title to all purchased goods until we receive we receive payment in full for all debts
owed by you under all contracts entered between us at any given time. This also applies in cases where payment is due
for certain requests made by you. If the retention of title is linked to special prerequisites or legal formalities in yourcountry, you are required to notify us promptly and to ensure fulfilment at your sole expense.
–1–Doc.-No. 896049.000 · EN · L21 · Replaces I20

1.
1.1

4.3

4.4

4.5

5.
5.1

5.2

5.3

6.
6.1
6.2
6.3

6.4

6.5

6.6

6.7

6.8
6.9
7.
7.1

Mixing, combining or processing of our products shall take place on behalf of us as the manufacturer, but without any
obligation for us. If (joint) title is terminated due to mixing, combining or processing, it is agreed that we shall acquirejoint title to the new item in proportion to the value of the product supplied by us compared with the other goods at thetime of mixing, combining or processing. You have to store the new item(s) of which we have (joint) title for us at nocharge to ourselves.
Authorized resellers are permitted to resell the goods in the course of ordinary business unless revoked by us. We may
revoke this right of resale if (a) you stop payment, (b) you are in delay of payment, (c) if there are indications ofdeterioration of property, or (d) other circumstances after the conclusion of contract that lead us to reasonably believethat you will be in breach of the contract. For goods in which we have (joint) title, you hereby assign to us by way of
security all rights or proceed arising from resale of the items delivered to third parties or from any other cause to theextent permitted in law in the sum of the invoice value of the corresponding item. On demand you are obliged to provide
us with written proof of assignment. You are authorized to collect the assigned claims against the third party in thecourse of ordinary business in your name. This collection authorization may be revoked by the same reasons as theright of resale. You must keep the proceeds of the sale in a separate, identifiable account until we have been paid in full.
As long as any goods are subject to retention of title or you are subject to any other obligation to vest or to arrange for thevesting of a similar security right on the products, you shall not grant a pledge on the products delivered by us or encumber
them in any way. You shall promptly notify us in writing of any attachment or any other intervention by a third party, provide
all information required, inform the third party of the title of Balluff, and to protect the products subject to retention. To theextent the third party is not able to reimburse us the judicial and extrajudicial costs for enforcing our title, you shall
reimburse and indemnify us the loss and costs sustained by us in this connection.
We undertake at our discretion to release the collateral that we hold upon your request insofar as the value thereof
exceeds the claim to be secured by more than 10 %.
Passing of Risk - Incoterms
Unless otherwise expressly agreed upon, delivery of Service(s) will take place “Ex works” (Incoterms in their latest
applicable version, currently Incoterms 2020) at the place indicated in our offer or in our acceptance or if in our offer. In
the event that no place is indicated, it shall be “Ex works” Singapore.
Unless otherwise expressly agreed upon, the risk of accidental destruction or accidental deterioration of the products
passes on to you as soon as the products have been handed over to the person fulfilling the transport delivery
obligations, and at the latest when the products leave our distribution centre. This also applies if we are the party
handling the delivery. If shipment is delayed for reasons you are responsible for, the risk of accidental destruction or
accidental deterioration of the products shall pass on to you upon us informing you that the products are ready fordelivery.
If internationally customary shipping and risk bearing clauses are used in the contract, these are to be interpreted
according to the international Rules for Interpretation of Trade Terms (Incoterms in their applicable version, currently
Incoterms 2020).
Warranty Claims - Complaint Obligations
Unless otherwise expressly agreed upon, quality and usability are specified exclusively and exhaustively in the technicaldata sheet or in the instruction manual of the respective product.
In the event of a claim for supplementary performance (subsequent improvement or additional delivery) Balluff shallhave the right to choose the most cost-effective alternative, provided that this alternative is not to your detriment.
Insofar as the expenses required for the purpose of subsequent performance are increased by the fact that you havetaken the goods to a place other than the place of performance after delivery, any additional costs incurred as a result
shall be borne by you.
Complaints due to incomplete or incorrect delivery must be made to us in written form immediately but not later than one
week following the delivery (for apparent/patent defects discoverable by physical inspection) or from the discovery of thedefect (for latent defects). Otherwise the claim for warranty shall be null and void.
Warranty claims are subject to a limitation period of 24 months following transfer of risk. If delivery was delayed forreasons beyond our control, warranty claims are subject to a limitation period of 24 months following transfer of risk or
24 months after we first notified you that we were ready to deliver Service(s) (whichever period expires earlier).
If a certain number of operations or switching cycles are agreed for a product, this agreement is only valid until thelimitation periods described in Section 6.5 above. If the agreed number of operations or switching cycles of a product isreached prior to the expiration of the limitation periods described in Section 6.5 above, all performance and warranty
claims resulting from such an agreement shall be barred and we will not be liable for any claims of defect thereon. The
agreement of a certain number of operations or switching cycles is only valid if the product is used under the conditions
specified in the respective technical data sheet or instruction manual and within the limitation period prescribed.
Warranty claims are excluded among other things in cases of:− failure of inspection and complaint of goods receivable as described in Section 6.4 and 6.5 above;− subsequent, unauthorized modification to the product unless there is evidence that the defect was not a result ofsuch a modification.
− defects which occur due to normal wear, improper usage or improper storage.
Compensation for damages shall only be made by us in accordance with Section 8.
You shall perform a reasonable inspection of the products upon delivery of each shipment of products hereunder.
Intellectual Property Rights - Defects of Title
Intellectual Property Rights shall mean patents, utility models, design patents, trademarks, including theirapplications, as well as copyrights (hereinafter referred to as “Intellectual Property Rights”). Unless otherwise
expressly agreed upon, we are obliged to fulfil our contractual obligations free of Intellectual Property Rights only in the
countries where the goods are produced or where delivery of the goods is made. Insofar as a third party raises any
justified claims against you due to an infringement of Intellectual Property Rights through performances by us and usedin conformity with the contract, we shall be liable to you within the period defined in Section 6.5. We shall at ourdiscretion and at our expense either (a) acquire the rights of use for the performances in question, (b) modify them insuch a manner that the Intellectual Property Rights are not infringed, or (c) exchange them. Should any of these options–2–Doc.-No. 896049.000 · EN · L21 · Replaces I20

4.2

7.3
7.4

7.5
7.6

8.
8.1

8.2

8.3
8.4

9.
9.1

9.2

9.3

10.
10.1
10.2
10.3
10.4

10.5
10.6

10.7
10.8

Claims against us or our agents due to defect in title over and above or other than those governed in this Section 7 are
excluded.
Ownership of an Intellectual Property Right developed in the course of a contract shall reside solely with Balluff. In theevent where you were significantly involved in the generation of the Intellectual Property Right, you agree to grant Balluff
an irrevocable, royalty-free, non-exclusive right to use the Intellectual Property Right, unrestricted in terms of time,location and content.
Liability
Except as expressly stated in these Terms and Conditions, all warranties and conditions whether express or implied bystatute, common law or otherwise are hereby excluded to the extent permitted by law. We do not limit or exclude ourliability for: death or personal injury caused by our negligence or wilful default; or fraud or fraudulent misrepresentation;or breach of any obligation implied by the Sales of Goods Act (Cap 393) or the Supply of Goods Act (Cap 394) or any
other liability to the extent the same cannot be excluded or limited by law.
Additionally, our liability arising out of or in connection of this contract shall not extend to any indirect losses (including but
not limited to loss earnings or losses resulting from production interruptions loss of/damage to data or information systems,
loss of contract or business opportunities, loss of anticipated savings, loss of goodwill, loss of use and any other indirect,
special or consequential loss or damage).
Our total aggregate liability under or in connection with this contract, whether arising in tort (including negligence), contract
or in any other manner shall not exceed [the total purchase price paid / net contractual amount] in respect of any one
claim or series of related claims.
All limitations of liability shall apply to the same extent to our vicarious agents.
Further, no failure, delay or omission by either party in exercising any right, power or remedy provided by law or under
the contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exerciseof that or any other right, power or remedy.

Prices - Price Increases
Our prices are net prices. They are “Ex works” (Incoterms in their latest applicable version, currently Incoterms 2020).
Packing, shipping and insurance shall be billed separately unless otherwise expressly agreed. In addition, the prices are
exclusive of the applicable tax (e.g. Goods and Services Tax).
In cases where the net invoice amount is below SGD 120 (or equivalent in Euro or USD), a shipping surcharge of SGD
20 (or equivalent in EUR or USD) is chargeable by Balluff. If delivery is to be made outside Singapore, the minimum
order value shall be EUR 50.
All quotations are valid for 30 days only or may be extended to any date acceptable to you/at our discretion, and wehave the right to alter the quotation after the expiration of the period or date without giving notice to you.
Payment Terms - Late Interest - Assignment
Unless otherwise expressly agreed in writing by both parties, payment terms are cash in advance and in any case prior
to the delivery of any Service(s).
Prices quoted by us may be in Singapore Dollar, Euros or US Dollars. When making payment to us, you agree to makefull payment in the respective currency and amount quoted.
If payment is made via bank transfer, you shall bear all international and domestic bank charges and any administrative
charges imposed by the banks.
Prices quoted are subject to 7% Goods and Services Tax unless it is for export shipment where the necessary export
documentation are ready and presented to us (e.g. export permit, subsidiary export certificate and note of shipment
document) on the date of shipment or within a week from the date of shipment.
Any payments made on the invoices, including deposit and late interest, are non-refundable and any Service(s)provided or to be provided are non-exchangeable.
If we reasonably believe that your financial situation deteriorates after conclusion of the contract or if we become awareof other facts after conclusion of the contract which justify the presumption that our claim against you is jeopardized by
the inability to perform by you, we may demand corresponding adequate securities for our Service(s) and/ or revoke any
payment terms granted. If you do not present the adequate securities requested by us within a reasonable time, we may
withdraw from the contract without incurring any liability to you. Our existing rights to claim for Service(s) provided andwork done in anticipation of providing the Service(s) shall remain unaffected.
Except with the prior written consent of Balluff, any contractual relationships and the associated rights are nonassignable.
If the costs to us of performing our obligations under any contract with you shall be varied by reason of the creation oramendment after the date of order acceptance of any law or of any order regulation or by-law having the force of law or
any applicable standard, the amount of such increase or decrease shall, as applicable be added to or deducted from thecontract price. This includes but is not limited to varying costs of customs and excise duties, levies, charges, imposts
and the like. For the purpose of Clause 10, the term “cost” is deemed to include overheads and interest to be paid by us.

–3–Doc.-No. 896049.000 · EN · L21 · Replaces I20

7.2

is not possible, you are entitled to withdraw from the contract or obtain a reduction in the price. Compensation fordamages shall only be provided in accordance with Section 8.
We shall only be liable to you in accordance to Section 7.1 only if (a) you immediately inform us of the intellectual property
rights claim by setting out full details of the relevant action, demand or claim (b) do not make any admission of liability or
agrees any settlement or compromise of the relevant intellectual property right claim and (c) let Balluff at its request andown expense have the conduct of or settle all negotiations and litigation arising from intellectual property right claim.
Your claims are excluded insofar as you are responsible for the infringement of the Intellectual Property Rights.
Your claims are also excluded insofar as the infringement of Intellectual Property Rights is due to your special
instructions or due to any use not to be foreseen by us or has been caused by the goods being altered by you without
our authorization. In addition, you shall indemnify us against all losses, damages, liability, costs and expenses (including
reasonable legal fees) incurred by us in connection with any claim arising from such modification or use.

10.9

10.10

11.
11.1

11.2

Exchange rate variation payable shall be calculated at the rate of exchange actually paid by us against the exchange
rate in the quotation. If prices are expressed in different currencies and you seek or require payment in any different
currency, you shall bear any foreign exchange risk arising from such payment.
Payment shall not be deemed to have been made before we have received the payment. Should you make default in
respect of any payment due to us then we shall have the right, in addition to all other rights to which we are entitled atlaw, to: (a) charge interest on the overdue amount at three percent (3%) above the rate charged to us by our major
banker for overdraft accommodation and calculated from the due date of payment to the actual date of full and final
payment. Any payment subsequently made by you to us shall be credited first against any interest so accrued; (b)suspend all deliveries or works and any contract period shall be extended by the period of the suspension; or (c)terminate the contract.
Obligations in case of resale
Where you resell any objects of delivery (i.e. Balluff products) you are obliged to observe all applicable and relevant
regulations including the:a) Customs Act (Cap 70);b) Regulation of Import and Exports Act (Cap 272A);c) Strategic Goods (Control) Act (Cap 300);d) the German Außenwirtschaftsgesetz (AWG);e) German Außenwirtschaftsverordnung (AWV);
f) EU-Dual-Use-Directive (Directive (EU) Nr. 428/2009); andg) US Export Administration Regulations (EAR).
in their current valid version - and to obligate your customers accordingly.
You agree to indemnify us from all damages and costs as a result of the non-compliance with the regulations listed inthis Section 11 and you agree to indemnify us and keep us harmless from any claims raised against us in connection
therewith.

12.

Return of electrical equipment
You are obliged to dispose the delivered products after the end of their use in accordance with the statutory provisions,in particular the Resource Sustainability Act (if applicable to you) and any other relevant regulations.

13.
13.1

Data privacy
With entering this agreement, it is deemed that you agree that we may collect, store and use personal information in
relation to you or your company’s directors and officers, for the purposes of considering any credit application from youor any other purpose related and incidental to the business relationship between you and Balluff Asia Pte Ltd.
When we disclose your Personal Data to our affiliates, business partners, and other parties, this will mean that your
Personal Data may be transferred to countries outside Singapore, which have no comparable level of data protection sothat an appropriate protection level is not guaranteed.
If this is the case, we ensure that data protection is sufficiently guaranteed. This is possible through binding company
rules, standard contractual terms on the protection of personal data, certificates, or recognized codes of conduct. Pleasecontact our Data Protection Officer if you would like more information on this topic.
Please note that particularly in the case of transmission to the USA there is a risk that your data may be processed by
US authorities for control and monitoring purposes and you may not be entitled to any legal remedies.
We will not disclose any of your personal information to any third party except to obtain credit information, make anentry on your credit report, to enforce these Terms, or to comply with laws, regulations and authorities.
Please see our privacy statement for further information.

13.3
13.4
14.
14.1
14.2
14.3

Place of Fulfilment - Place of Jurisdiction - Arbitration
Place of fulfilment for all duties resulting from the contractual relationship is Singapore.
This Terms and Conditions shall be governed by the laws of Singapore.
Any dispute arising out of or in connection with this Terms and Conditions, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore
International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International
Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The
seat of the arbitration shall be Singapore, with arbitration proceedings in English to be heard before a single arbitrator.

Doc.-No. 896049.000 · EN · L21 · Replaces I20

13.2

–4–

Supplementary software conditions

15.
15.1

15.2

15.3

15.4
15.5

15.6

15.7

15.8
15.9
15.10

15.11

Rights of use – Permitted Software Rights
We grant you the non-exclusive right to use the software for its intended purpose. The scope of intended use can befound in the respective software datasheet or the operating instructions for the software. The right of use is limited to theagreed period, in the absence of such an agreement the right of use shall be for an indefinite period.
You may only use the software with the hardware specified in the datasheet or the operating instructions, in the absenceof such reference only with the Product delivered together with the software. The usage of the software with anotherdevice requires our prior written consent; You are not allowed to use the software contrary to any restriction or in a waythat is not expressly permitted by the data sheet or the operating instructions. Otherwise, we are entitled to demand an
appropriate additional remuneration, without limitation to all our other rights and remedies.
If several devices are mentioned in the datasheet or operating instructions, you may only use the software on one ofthese devices at the same time (single license), unless a multiple license (cf. Clause 15.11) has been agreed. If there
are several workstations for one device where the software can be used independently, then the single license only
covers one workstation.
The licensing of the software is effected solely in machine-readable format (object code).
If reasonably necessary, you may only make one copy of the software which can be used for backup purposes only
(backup copy), provided that you keep accurate and up-to-date records of such copying containing such information as
we reasonably request. Apart from that, you may only copy the software if a multiple license has been agreed as an
exception.
Without prejudice to Section 239 Copyright Act 2021 (decompilation), you are not permitted to change, reverse
engineer, adapt, disassemble, remove or translate the software, or any part of it, nor arrange or create derivative works
based on the software. You may not remove alphanumeric and other identifications from the data carriers. They are to
be transferred unmodified to every backup copy.
If there is good cause, we grant you the revocable right to transfer the right of use to the software to third parties. A
transfer to a third party may only be effected together with the Product that you purchased in connection with thesoftware. In the case of a transfer of the right of use to third parties, you shall ensure that no further rights of use to thesoftware are granted to the third party other than you are entitled to according to these terms and conditions and thosein the respective datasheet or the operating instructions, and that the third party shall be obliged to comply with at least
the same obligations as are imposed herein with regard to the software. In the case of a transfer, you may not retain any
copies of the software.
You are not entitled to grant sublicenses, assign, distribute, license, sell or otherwise deal in or encumber the software.
If you transfer the software to a third party, then you are responsible for compliance with any export requirements andshall indemnify us against any and all such cases of a culpable breach of duty.
Provided that we license you the software, for which we only have a derived right of use (third-party software), the terms
of use agreed between us and the licensor shall apply in addition to the provisions of these supplementary software
conditions. If and to the extent that we license you an open source software, the terms of use governing the open
source software shall apply in addition to the provisions of these supplementary software conditions. We shall makereference to the existence and terms of use of licensed third-party and open source software in the datasheet or theoperating instructions, as well as give you access to the terms of use upon request. In the case of a breach of theseterms of use, our licensor or Balluff will be also entitled to assert any and all claims and rights in their own name.
You require a right of use to be agreed separately for using the software on several devices or simultaneously at several
workstations. The same shall apply to the use of the software in networks, even if the software is not copied. In the
aforementioned cases (hereinafter referred to as “multiple license“), the following provisions (a) and (b) apply in addition
to the provisions according to 15.1 to 15.11 and also take precedence:a) A prerequisite for a multiple license is express written confirmation from us about the number of permissible copies
which you may create of the software, and about the number of devices or workstations on which the software may
be used. For multiple licenses Clause 15.7 applies, however, on condition that the multiple licenses may only betransferred by you to third parties if they are transferred together and with all devices on which the software may beused.
b) You shall observe the instructions on copying provided by us together with the multiple license. You shall keep logsof the locations of all copies and present these to us on request.

16.

Transfer of risk
When software is licensed using electronic communication media, for example via the Internet, the risk shall pass to you
when the software leaves our sphere of influence (e.g. at the time of download).

17.
17.1

Obligations to cooperate and liability
You shall take all necessary and reasonable measures to prevent or restrict damage by the software. In particular, you
shall ensure the regular backup of programs and data.
Failing which, we shall not be liable for the consequential loss or damages arising thereof, particularly, not for the
replacement of lost or damaged data or programs.

17.2

18.
18.1
18.2

Material defects
The parties agree that software generally cannot be created without errors; this also applies to the software covered bythese Terms and Conditions.
Material defect claims related to the software become time-barred after 12 months of the transfer of risk. This does not
apply to any statutory limitation periods such as a liability for death or personal injury arising from negligence.
–5–Doc.-No. 896049.000 · EN · L21 · Replaces I20

For the use of separately purchased software (“Software as a Product“), our Terms and Conditions for the licensing of standard
software for a fee or our Terms and Conditions for the free licensing of standard software or our Terms and Conditions for theadaption of standard software (customizing) in return for a fee shall apply with priority. Insofar as software is included in thescope of delivery of a Product and this is made available for use, whether for payment or free of charge, the following provisions
shall apply in addition, whereby in the event of contradictions between the above and the following provisions with regard to
Software, the following provisions shall take precedence:

18.3

18.4

18.5

19.
19.1

Software is considered to have a material defect only if you can prove that there are reproducible substantial deviations
from the specification in the datasheet or the operating instructions. A material defect does not exist if it does not exist in
the version of the software last transferred to you and its use is deemed reasonable for the buyer.
Material defect claims do not exist− for damage arising as a result of incorrect or negligent use of the software− for damage arising from special external factors that are not preconditions in accordance with the contract− for unauthorised modifications made by you or third parties− for software expanded by you or a third party beyond an interface envisaged by us for this purpose− in a situation where the software is not compatible with the data processing environment used by you.
The claim for supplementary performance is fulfilled as follows in the case of software: We provide you with a newedition (Update) or a new version (Upgrade) of the software, at our discretion and provided we have such or it can beprocured by us at a reasonable cost.
Intellectual Property Rights – Defects of title
If a third party lodges claims on the grounds of an infringement of intellectual property rights ("IPR Claim”) in relation to
the software, we shall be liable according to Clause 7 within the period defined in Clause 18.2. However, we shall haveno such liability if you:
− do not notify us in writing setting out full details of any IPR Claim of which you have notice as soon as is reasonably
possible;− make any admission of liability or agree any settlement or compromise of the relevant IPR Claim without the priorwritten consent of us (which shall not be unreasonably withheld or delayed);− does not let us at our request and own expense have the conduct of or settle all negotiations and litigation arisingfrom the IPR Claim; or− do not, at our request and own expense, give us all reasonable assistance in the circumstances described above.

Doc.-No. 896049.000 · EN · L21 · Replaces I20

Balluff Asia Pte Ltd
18 Sin Ming Lane
Midview City #06-41
Singapore 573960
Phone +65 6252 4384
balluff@balluff.com.sg
www.balluff.com.sg–6–