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.
5.1 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.