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1. igus® product offers are aimed exclusively at entrepreneurs within the meaning of §14 BGB (German Civil Code). These General Terms and Conditions therefore apply exclusively to companies. An entrepreneur is any natural or legal person or partnership with legal capacity that is engaging in its commercial or independent professional activity when concluding the contract.
2. These General Terms and Conditions apply to all contracts between igus® and its customers. In the case of permanent business relationships, they apply to future contracts even if no express reference is made to them, provided that they have been received by the customer with an order previously confirmed by igus®. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.
3. In the event of conflicting terms and conditions or exclusion clauses on the part of the customer, the provisions of German law shall apply exclusively in case of doubt.
1. Orders only become binding upon confirmation by igus®. Quality assurance requirements and the validity of customer-specific agreements must be expressly agreed in writing. Changes and additions to contractual terms and conditions require the written consent of igus®. All offers are subject to change without notice unless they are designated as firm offers. igus® is not obliged to conclude contracts, accept orders or to agree to contract amendments.
2. Declarations and information provided by the customer, in particular orders or call-offs for goods, orders, prices, quantities and delivery dates, which are made by means of electronic data exchange (EDI), are only legally binding if they have been expressly confirmed in writing by igus®. This shall also apply if igus® has agreed to electronic data exchange. igus® shall not be liable for system failures or transmission errors in the context of electronic data exchange.
3. The customer's production release based on the last order or delivery call is valid for three months. Parts manufactured by igus within the scope of this approval must be accepted by the customer within 12 months at the customer's expense.
The prices are ex works excluding freight, customs, additional import duties, and packaging plus applicable sales tax unless otherwise agreed upon.igus® is not bound to previous prices for new orders or follow-up orders.Unless otherwise agreed upon, the prices are valid only for the agreed-upon delivery quantities, delivery lot sizes, or minimum purchase quantities and require compliance with these parameters.
1. Delivery dates are not fixed dates unless they are expressly stated and agreed upon as such. Delivery periods commence upon receipt of all documents required for order performance and of the deposit and the timely ordering of materials if these items have been agreed upon. Upon notification of readiness for shipment, the delivery deadline is met if shipment becomes impossible through no fault of igus®.
2. Unless fixed deadlines have been agreed upon, igus® is in default only after receipt of a written reminder and expiry of a grace period of at least 48 hours. If no delivery is made after the grace period has expired for reasons for which igus® is responsible, the customer is entitled to claim compensation for the damage caused by the delay or to withdraw from the contract if, when setting the grace period, he has pointed out in writing that he will thereafter refuse the service. Except in cases where igus® has acted with gross negligence or intent, damage caused by delay is limited to a maximum of 5% of that part of the delivery not made in accordance with the contract.
3. For call orders without agreement on duration, production lot sizes, and acceptance dates, igus® may demand a binding commitment to these parameters no later than three months after order confirmation. If the customer does not comply with such a request within three weeks, igus® is entitled to set a two-week grace period and, after its expiry, to withdraw from the contract or to refuse delivery and claim compensation.
4. If the customer does not fulfil his acceptance obligations, igus® shall not be bound by the provisions governing self-help sales, without prejudice to any other rights, and may instead sell the delivery item on the open market after notifying the customer in advance. igus® may accept returns of delivery items as a gesture of goodwill if they are in perfect condition and in the original packaging. Delivery must be carriage-free according to the deadline arranged. igus® is entitled to charge reasonable costs arising from the return.
5. If the customer terminates a contract for reasons for which igus® is not responsible, the customer is obliged to accept all finished products in the quantities already ordered or approved at the agreed-upon prices and all unfinished products against reimbursement of igus® production costs.
6. Under- and over-deliveries of +/- 10% for cables conform with contractual agreements. Deliveries can be made in part lengths.
1. Force majeure events shall release igus® from its contractual performance obligations for their duration.Force majeure events shall be considered to be particularly (a) natural catastrophes such as fires, floods, earthquakes, hurricanes or other extreme natural events (b) civil unrest, wars, sabotage, terror attacks, epidemics or pandemics and other similar unforeseeable and unavoidable events (c) strikes, lock-outs and other measures within the parameters of labour struggles (d) electrical power outages or the failure of telecommunications lines (e) measures issued by the lawmakers, the government or by courts or government agencies regardless of their legality.Force majeure events shall also include raw materials shortages or delays or bottlenecks in the delivery of raw materials or replacement parts or in the availability of transportation if and insofar as they have been caused by (i) a force majeure event suffered by a supplier of igus® or (ii) severe market disruptions or (iii) are based upon the fact that a supplier of igus® has discontinued the production or delivery of a raw material or of replacement parts owing to reasons for which igus® is not responsible.
2. In the case of force majeure events, which are not just temporary but make it permanently impossible for igus® to perform its contractual obligations or – duly taking into account the customer’s interests – make it unreasonable for igus® to perform its contractual obligations, both igus® and the customer shall be entitled to withdraw from the portion of the agreement which has not yet been fulfilled.
3. The customer shall be entitled to retain any payment for goods and services that igus® shall not be obliged to deliver or render as the result of a force majeure event until such event ends.igus® shall not be liable for any damages or costs incurred by, or as a result of, any force majeure event.
Unless otherwise agreed upon, igus® will choose packaging and delivery method and route according to its best judgement. Even with carriage-free delivery, the risk is transferred to the customer when the goods leave the igus® factory. When there are dispatch delays for which the customer is responsible, risk is transferred with the notification of readiness for shipment. If the customer so requests in writing, the goods will be insured at his expense against storage, breakage, transport, and fire damage.
1. The goods delivered by igus® (reserved goods) remain the property of igus® until all claims igus® has on the customer have been met in full. If the value of the security interests exceeds the amount of all secured claims by more than 15%, igus® will release a corresponding portion of the security rights at the customer's request; igus® is entitled to choose between various security rights upon release.
2. While retention of title persists, the customer is prohibited from pledging the goods or using them as security and may resell them only in the ordinary course of business and only under the condition that he also reserves title with his own customers in accordance with the provisions set out in this section (Section VII).
3. If the customer continues to sell goods that are subject to retention of title, he now assigns his future claims arising from the resale with all ancillary rights to igus® as security without the need for further special declarations. If the reserved goods are resold together with other items without a separate price being assigned to them, the customer assigns to igus® that part of the total claim that corresponds to the net price of the reserved goods invoiced by igus®.
4. The customer is entitled to process the reserved goods or to mix or combine them with other items. Processing is carried out for igus®; if the reserved goods are combined or mixed with other items not owned by igus®, igus® is entitled to joint ownership of the new item at the ratio of the net price of the combined or mixed reserved goods invoiced by igus® to the value of the remaining items at the time of combination or mixing. The new item created as a result of processing, combining, or mixing is considered a reserved item. The provision governing assignment of claims in accordance with Number 3 above also applies to the new item; however, the assignment is only up to the amount corresponding to the net price invoiced by igus® for the processed, combined, or mixed reserved goods.
5. Until further notice, the customer is authorised to collect claims assigned to igus® as security. For cause, and specifically in the event of payment default or suspension, the opening of insolvency proceedings, or justified evidence of over-indebtedness or imminent insolvency on the part of the customer, igus® is entitled to revoke the customer's collection authorisation. igus® is entitled to disclose the security assignment at any time or to demand its disclosure by the customer.
6. In the event of seizures, confiscations, or other dispositions or interventions by third parties, the customer must notify igus® immediately. At the request of igus®, the customer is obliged to provide igus® with all information and documents necessary to assert the rights of igus® against the customer's end customers.
7. If igus® exercises its right of withdrawal, the customer is obliged to surrender the reserved goods. Neither the acceptance of returned reserved goods nor the assertion of title retention constitutes withdrawal from the contract unless igus® expressly states that it does.
1. The customer agrees to examine the delivered goods for obvious defects and transport damage immediately after they are received. Obvious defects include the lack of manuals, incorrect items, and insufficient quantities. Such obvious defects must be reported to igus® in writing within two weeks of delivery. If there are hidden defects, the complaint must be lodged immediately after discovery. If the obligation to examine and notify is not fulfilled, the goods are considered approved with respect to the defect in question.
2. Defects in the delivered item, including the manuals, will be remedied within the limitation period after notification by the customer. igus® is entitled to choose whether this is done by means of free rectification or replacement delivery. If there is a replacement delivery, the customer agrees to return the defective item.
3. If the defect cannot be rectified within a reasonable period of time, or if the rectification or replacement delivery is considered to have failed for other reasons, the customer has the option of demanding a reduction in remuneration or withdrawing from the contract. Rectification can be considered to have failed only if igus® has been given sufficient opportunity to rectify or replace the delivery and efforts have not produced the desired success, if the rectification or replacement delivery is impossible, if igus® refuses to provide it or unreasonably delays it, if there are justified doubts about the chances of success, or if rectification or replacement is unreasonable on other grounds.
4. The limitation period is 24 months from transfer of risk.
5. Product quality and design are determined by the type samples, which igus® will present to the customer for testing by upon request. Assurance of certain delivery item specifications and of mould performance must be made in writing in the order confirmation. References to technical standards serve only to describe the service and do not represent a quality guarantee. If igus® has advised the customer outside of its contractual performance, it is liable for the delivery item's functionality and suitability only if there is express written assurance. The state of the art at the time the order is accepted is decisive.
6. For supply chains in which the end customer is a consumer, igus® is liable for recourse only to the extent permitted by law and not for goodwill arrangements not coordinated with igus®. If igus® is liable in connection with recall actions, that liability applies only to those actions which have been declared mandatory by the competent authorities, not to voluntary recall actions.
1. In all cases deviating from the above provisions in which igus® is obliged to compensate for damages or expenses on the basis of contractual or legal claims, igus® is liable only if it or its vicarious agents are guilty of intent, gross negligence, or injury to life, limb, or health. Strict liability under the German Product Liability Act (Produkthaftungsgesetz) and liability for fulfilling a quality guarantee remain unaffected.
2. In all other cases igus® shall only be liable for simple negligence in the event of breach of essential contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may rely (cardinal obligations). igus’ liability shall be limited to the direct damage typical for the contract; in determining the amount of the compensation claims to be fulfilled by igus®, the type, scope and duration of the business relationship, any causation and fault contributions of the contractual partner and a particularly unfavourable installation situation of the goods shall appropriately be taken into account. In particular, the compensation payments, costs and expenses to be borne by igus must be in reasonable proportion to the value of the goods. In application of these principles, igus®’ liability is limited to the lower of the following two amounts: (a) the amount equalling three times the turnover (net) made by igus® with the contracting party in the last 12 months before the occurrence of the damage event, or (b) the amount of EUR 1,000,000.
3. If defects of the same kind occur repeatedly in products delivered by igus®, the reference market procedure to determine the extent of liability applicable to igus® requires an underlying reference market that is at least 40% of the overall market.
4. The provisions above do not imply a change in the burden of proof to the customer's disadvantage.
1. Unless otherwise agreed, the purchase price for deliveries or other services shall become payable without any deductions within 30 days of the invoice date.
2. Agreed payment terms are subject to a positive credit check. igus® reserves the right to carry out a credit check during the term of the contract. If this leads to a different assessment of the customer's creditworthiness than at the time the contract was concluded, igus® may demand that the payment terms are adjusted accordingly, in particular that payment terms are shortened, advance payments are made or securities provided.
3. If payment is not made until the agreed payment date, interest shall be charged at the rate of nine percentage points above the respective base interest rate; the right of igus® to document a higher payment default damage amount shall remain unaffected.
4. If the customer is in payment default, igus® shall be entitled to withhold any outstanding deliveries or to demand advance payments as well as, after setting an appropriate grace period, to withdraw from the agreement or demand damages for non-performance.
5. The customer may offset or assert a right of retention only if its claims are undisputed or have been awarded by a final judgment.
1. The tools used to manufacture the contractual products are always the sole property of igus®, even if they were exclusively manufactured or acquired on behalf of the customer for certain products, and irrespective of whether the customer has contributed to the costs of tool manufacture or acquisition.
2. Tooling and/or set-up costs to be paid by the customer according to the agreement, including pro rata costs, shall become due for payment after presentation of initial samples in the proper, agreed-upon condition and of corresponding documentation according to AIAG (Automotive Industry Action Group), VDA (Association of the Automotive Industry), or standard industry documentation, without formal approval by the end customer.
3. Costs for one-time sampling do not include the costs for equipment for testing and processing or for changes initiated by the customer. Costs for further sampling for which igus® is responsible are borne by igus®.
If it is has been agreed upon that the customer will deliver material, the material must be delivered on time and in perfect condition at the customer's expense and risk with a reasonable quantity surcharge (at least 5%). If this obligation is not met, the delivery time will be extended accordingly. Except in cases of force majeure, the customer bears the additional costs accruing to igus® from late material provision or provision not in accordance with the agreement, and specifically for production interruptions.
1. igus® is entitled to all copyrights and industrial property rights arising as a result of or in connection with the production and delivery of contractual products created at the igus® premises, and specifically to models, moulds and devices, concepts, and drawings designed by igus® or by third parties at the behest of igus® unless, in individual cases, and specifically in cases of joint or fee-based development contracts, another agreement has been expressly made in writing.
2. If igus® has to deliver according to drawings, models, or samples or using parts provided by the customer, the customer is responsible for ensuring that no third-party property rights are violated as a result. The customer must indemnify igus® against third-party claims and pay compensation for the damage caused. If a third party enjoins igus® from producing or delivering based on that party's property rights, igus® is entitled to stop work without examining the legal situation. Drawings and samples provided to igus® and not resulting in an order will be returned upon request; otherwise, igus® is entitled to destroy them three months after offer submission.
The place of jurisdiction is the registered igus® company headquarters. igus® may choose as the court of jurisdiction either the court responsible for its headquarters or for the customer's headquarters. The contractual relations of igus® and all disputes arising therefrom are governed exclusively by the laws of the Federal Republic of Germany, excluding any conflict-of-law or choice-of-law provisions that would require the application of any other law. The UN Convention on Contracts for the International Sale of Goods is excluded.
It is very important to igus® SE & Co. KG to comply with the requirements of the German government and the European Union. The European Union's 12th package of sanctions has introduced a new level of trade restrictions. With immediate effect, companies are legally obliged to contractually prohibit the re-export of certain goods to Russia ("No-Russia Clause") and to agree a re-export clause with the respective business partner. We would like to expressly draw your attention to your obligation to comply with existing export law. Furthermore and with immediate effect, any contract concluded with you is subject to the suspensive condition that it shall only be deemed to have been concluded with igus® SE & Co. KG as legally binding once a complete export/shipping licence (if required) has been provided. Failure by the competent authority to issue the required authorisation is a breach of law and the contract concluded with you shall be deemed null and void and no claims shall then arise for either party. Any liability for damages on the part of igus® SE & Co. KG is also excluded in full.