Article IX: Industrial Property Rights and Copyrights; Defects in Title
1. Unless otherwise agreed, the Supplier shall provide the Supplies in the country of the place of delivery only, without infringing any
third-party industrial property rights and copyrights (hereinafter referred to as “IPR”). If a third party asserts a justified claim against the
Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier
shall be liable to the Purchaser within the time period stipulated in Article VIII No. 2 as follows:
(a) The Supplier shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or
whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for the Supplier under
reasonable conditions, the Purchaser may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions;
(b) The Supplier’s liability to pay damages is governed by Article XII;
(c) The above obligations of the Supplier shall apply only if the Purchaser (i) immediately notifies the Supplier of any such claim asserted by
the third party in written form, (ii) does not concede the existence of an infringement and (iii) leaves any protective measures and settlement
negotiations to the Supplier’s discretion. If the Purchaser stops using the Supplies in order to reduce the damage or for other good reason,
it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the
use has been discontinued.
2. Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR.
3. Claims of the Purchaser are also excluded if the infringement of the IPR is caused by specifications made by the Purchaser, by a type of
use not foreseeable by the Supplier or by the Supplies being modified by the Purchaser or being used together with products not provided
by the Supplier.
4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5, 8, and 9 shall apply mutatis
mutandis in the event of an infringement of an IPR.
5. Where other defects in title occur, Article VIII shall apply mutatis mutandis.
6. Any other claims of the Purchaser against the Supplier or its agents or any such claims exceeding the claims provided for in this Article
IX, based on a defect in title, are excluded.
Article X: Conditional Performance
1. The performance of this contract is conditional upon that no hindrances attributable to German, US or otherwise applicable national, EU
or international rules of foreign trade law or any embargos or other sanctions exist.
2. The Purchaser shall provide any information and Documents required for export, transport and import purposes.
Article XI: Impossibility of Performance; Adaptation of Contract
1. To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the
impossibility. The Purchaser’s claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies which,
owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of liability based on intent, gross
negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the
Purchaser. The Purchaser’s right to rescind the contract shall be unaffected.
2. Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic importance or the contents of the
Supplies or considerably affect the Supplier’s business, the contract shall be adapted taking into account the principles of reasonableness
and good faith. To the extent this is not justifiable for economic reasons, the Supplier shall have the right to rescind the contract. The same
applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise its right to rescind the contract, it
shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where
an extension of the delivery period has previously been agreed with the Purchaser.
Article XII: Other Claims for Damages
1. Unless otherwise provided for in the present GL, the Purchaser has no claim for damages based on whatever legal reason, including
infringement of duties arising in connection with the contract or tort.
2. This does not apply if liability is based on:
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