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For distributors it is possible to arrange separate terms and conditions. In this case please contact InternationalSales@lindy.com.
1.1 The offer as well as in printed catalogues, flyers and brochures is directed exclusively at trade, business, government, public sector and voluntary sector customers for use in their independent, professional or commercial activities.
1.2 These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTC") apply to all contracts between LINDY-Elektronik GmbH, Markircher Str. 20 - 24, 68229 Mannheim, Germany, represented by the managing directors Jürgen Lindenberg & Peter Lindenberg (hereinafter referred to as "LINDY-Elektronik GmbH") and the customer for the sale and delivery of goods and products in business transactions to following European Countries: Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, Greece, Hungary, Latvia, Lithuania, Malta, Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden. These general terms and conditions of LINDY-Elektronik GmbH apply exclusively. Any terms and conditions of the customer which are contrary to or deviate from these GTCs shall not be recognised unless LINDY-Elektronik GmbH has expressly agreed to their validity. This shall also apply if LINDY-Elektronik GmbH performs its services without reservation in the knowledge that the customer's conditions are contrary to or deviate from these GTC. These general terms and conditions shall also apply to all future transactions concerning the sale and delivery of products with the customer.
1.3 For distributors it is possible to arrange separate terms and conditions. In this case please contact InternationalSales@lindy.com.
1.4 It is agreed pursuant to § 312 g para. 5 sentence 2 BGB that the Customer waives the fulfilment of the information duties in electronic business transactions pursuant to § 312 g para. 1 no. 1 to 3 and sentence 2 German Civil Code in conjunction with Art. 246 § 3 Introductory Act to the German Civil Code.
2.1 The offers made by LINDY-Elektronik GmbH in online and printed material are subject to change and do not represent binding offers. You can either order from the online shop at http://www.lindy-international.com or by e-mail, fax and telephone from printed material. With your order you are making a binding offer to LINDY-Elektronik GmbH to conclude a contract with you. Customer orders are accepted by sending an order confirmation within 72 hours of LINDY-Elektronik GmbH receiving the order or by immediate delivery.
2.2 Performance data are only binding if this is expressly agreed in writing. LINDY-Elektronik GmbH's sales staff are not authorised to make verbal collateral agreements or give verbal assurances which go beyond the content of the written contract.
3.1 The delivery period begins with the dispatch of the order confirmation and is deemed to have been met if, by the time it expires, the products to be supplied have left the company headquarters of LINDY-Elektronik GmbH or LINDY-Elektronik GmbH has notified the customer that they are ready for dispatch.
3.2 The delivery period is always subject to correct and punctual supply to LINDY-Elektronik GmbH.
3.3 If the delivery is unreasonably complicated by circumstances for which LINDY-Elektronik GmbH is still responsible or by circumstances for which the customer alone or to a large extent is responsible, the agreed delivery period shall be extended by a period corresponding to the duration of the existence of the relevant circumstance.
4.1 The risk is transferred to the customer at the latest when the goods are handed over to the courier, even if LINDY-Elektronik GmbH has assumed the shipping costs. Unless otherwise agreed, LINDY-Elektronik GmbH shall be free to choose the packaging, dispatch route and means of transport.
4.2 Irrespective of the transfer of risk in accordance with clause 4.1, LINDY-Elektronik GmbH shall in principle take out transport insurance for 0.45 % of the value of the goods, which shall be invoiced to the customer. If the customer does not wish to take out transport insurance, he must inform LINDY-Elektronik GmbH of this when ordering.
4.3 In the case of downloads, the risk shall pass to the customer as soon as the customer receives notification that the possibility of downloading has been opened up. If dispatch or download becomes impossible through no fault of LINDY-Elektronik GmbH, the risk shall pass to the customer when the customer is notified that the goods are ready for dispatch or that they are ready for download.
4.4 If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer when the products to be delivered are sorted out and notification of readiness for dispatch is given.
4.5 In the event of a delay in delivery LINDY-Elektronik GmbH shall in all cases only be entitled to exercise its statutory rights after a reasonable period of grace of at least two weeks has been granted. LINDY-Elektronik GmbH shall not be responsible for delays in delivery and performance due to force majeure and due to events which make it considerably more difficult or impossible for LINDY-Elektronik GmbH to deliver or provide the service (e.g. strikes, lock-outs, official orders etc.), even if they occur at suppliers of LINDY-Elektronik GmbH or their subcontractors, even if binding deadlines and dates have been agreed. LINDY-Elektronik GmbH is entitled to postpone the deliveries or services for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled. If the hindrance lasts for more than three months, the customer shall be entitled, after setting a reasonable period of grace which shall not be shorter than two weeks, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if LINDY-Elektronik GmbH is released from its obligation, the customer cannot derive any claims for damages from this. LINDY-Elektronik GmbH can only invoke the circumstances mentioned if it informs the customer immediately. If LINDY-Elektronik GmbH is responsible for the non-observance of bindingly agreed deadlines and dates, or is in default, the customer shall be entitled to compensation for delay at ½ % for each completed week of the delay, up to a maximum of 5 % of the invoice value of the deliveries and services affected by the delay. Claims over and above this are excluded, unless the delay is due to at least gross negligence on the part of LINDY-Elektronik GmbH.
4.6 LINDY-Elektronik GmbH shall be entitled to make partial deliveries and services at any time. Compliance by LINDY-Elektronik GmbH with its delivery and service obligations is subject to the timely and proper fulfilment of the customer's obligations. If the customer is in default of acceptance, LINDY-Elektronik GmbH shall be entitled to demand compensation for any damage it suffers. The risk of accidental deterioration and accidental loss shall pass to the customer when default of acceptance occurs.
4.7 Complaints about transport damage must be made by the customer directly to the courier.
5.1 The prices quoted in LINDY-Elektronik GmbH's order confirmation shall be decisive, plus the respective statutory value added tax. Additional deliveries and services shall be charged separately.
5.2 Invoice amounts are due immediately and payable not later than 20 days of the month following the date of invoice.
5.3 If the customer is in default of payment, LINDY-Elektronik GmbH shall be entitled - without prejudice to other claims and rights - to charge interest on arrears at nine percentage points above the respective base rate of the European Central Bank. In addition, any outstanding (partial) payments shall become due immediately. The maturity of the remaining debt also occurs if bills of exchange with a later maturity date are in circulation.
5.4 If LINDY-Elektronik GmbH has several open claims against a customer from different transactions, payments made by the customer shall first be credited against costs and interest and then against the oldest open claim.
5.5 The purchase price and the charges for ancillary services are due for payment on handover of the delivery item or on completion of the provision of the line or notification of the possibility of downloading, unless otherwise expressly agreed. LINDY-Elektronik GmbH is entitled to demand reasonable payments on account for partial services rendered. These are due for payment upon receipt of the respective partial or partial invoice by the customer. In the event of default LINDY-Elektronik GmbH shall be entitled to claim the statutory interest on arrears.
5.6 If the customer is a merchant, a legal entity under public law or a special fund under public law, the retention of payments due to any counterclaims of the customer not recognised by LINDY-Elektronik GmbH is not permitted, nor is offsetting against such counterclaims. Counterclaims from the same contractual relationship are excluded from this.
5.7 The customer agrees to receive invoices electronically. Electronic invoices are sent to the customer by e-mail in PDF format.
6.1 The reservation of title agreed below serves to secure all existing current and future claims of LINDY-Elektronik GmbH against the customer arising from the supply relationship between the contract partners (including balance claims from a current account relationship limited to this supply relationship).
6.2 The goods delivered by LINDY-Elektronik GmbH to the customer remain the property of LINDY-Elektronik GmbH until all secured claims have been paid in full. The goods and the goods which take their place in accordance with the following provisions and are covered by the reservation of title are hereinafter referred to as "goods subject to reservation of title".
6.3 The customer shall store the goods subject to retention of title free of charge for LINDY-Elektronik GmbH.
6.4 The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realisation (clause 6.9). Pledging and transfer by way of security are not permitted.
6.5 If the goods subject to retention of title are processed by the customer, it is agreed that the processing is carried out in the name and for the account of LINDY-Elektronik GmbH as manufacturer and that LINDY-Elektronik GmbH acquires direct ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the goods subject to retention of title - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership should occur at LINDY-Elektronik GmbH, the customer hereby transfers his future ownership or - in the above-mentioned proportion - co-ownership of the newly created item to LINDY-Elektronik GmbH as security. If the goods subject to reservation of title are combined or inseparably mixed with other items to form a uniform item, and if one of the other items is to be regarded as the main item, LINDY-Elektronik GmbH, insofar as the main item belongs to it, shall transfer to the customer proportionate co-ownership of the uniform item in the ratio stated in sentence 1.
6.6 If the goods subject to retention of title are resold, the customer hereby assigns by way of security to LINDY-Elektronik GmbH the resulting claim against the purchaser - in the case of co-ownership by LINDY-Elektronik GmbH of the goods subject to retention of title, in proportion to the proportion of co-ownership. The same applies to other claims that take the place of the goods subject to retention of title or otherwise arise in respect of the goods subject to retention of title, such as insurance claims or claims in tort in the event of loss or destruction. LINDY-Elektronik GmbH revocable authorises the customer to collect the claims assigned to LINDY-Elektronik GmbH in his own name. LINDY-Elektronik GmbH may only revoke this direct debit authorisation in the event of realisation.
6.7 If third parties seize the goods subject to retention of title, in particular by seizure, the customer will immediately inform them of LINDY-Elektronik GmbH's ownership and inform LINDY-Elektronik GmbH of this in order to enable LINDY-Elektronik GmbH to enforce its ownership rights. If the third party is not able to reimburse LINDY-Elektronik GmbH for the court or out-of-court costs incurred in this connection, the customer shall be liable to LINDY-Elektronik GmbH for this.
6.8 LINDY-Elektronik GmbH will release the goods subject to reservation of title and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. LINDY-Elektronik GmbH shall have the right to select the items to be released thereafter.
6.9 If LINDY-Elektronik GmbH withdraws from the contract in the event of behaviour contrary to the contract on the part of the customer - in particular default of payment - (case of realisation), LINDY-Elektronik GmbH is entitled to demand the return of the goods subject to retention of title.
7.1 Delivered goods must be inspected by the customer immediately after delivery, insofar as this is feasible in the ordinary course of business. If a defect is found, LINDY-Elektronik GmbH must be notified immediately. If the customer fails to notify LINDY-Elektronik GmbH, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. If such a defect is discovered at a later date, notification must be made immediately after discovery, otherwise the goods shall be deemed to have been approved even in view of this defect. § 377 German Commercial Code remains unaffected. The customer is not released from his duty of inspection even in the event of recourse by the entrepreneur in accordance with § 478 German Civil Code. If, in such cases, he does not immediately report the defect claimed by his customer, the goods shall be deemed to have been approved even in consideration of this defect.
7.2 The warranty is provided in accordance with the statutory provisions. For all defects occurring during the legal warranty period of two years from delivery, the customer has the legal right to supplementary performance (at your choice: rectification of defects or new delivery) and - if the legal requirements are met - the legal rights to reduction or withdrawal as well as compensation for damages. The customer must grant LINDY-Elektronik GmbH a total of two attempts at rectification if the customer has not previously granted LINDY-Elektronik GmbH a reasonable period of grace which has expired without result. If the type of supplementary performance requested by the customer is only possible at disproportionate cost, the customer's claim is limited to the other type of supplementary performance.
7.3 LINDY-Elektronik GmbH accepts no liability for damage and defects arising from improper use, operation and storage, negligent or incorrect care and maintenance, overuse or improper repair by an unauthorised service partner.
7.4 LINDY-Elektronik GmbH excludes its liability for slightly negligent breaches of duty, insofar as these do not concern duties essential to the contract, damage from injury to life, body or health or guarantees, or claims under the Product Liability Act are affected. The same applies to breaches of duty by LINDY-Elektronik GmbH's vicarious agents.
8.1 When software is supplied, the manufacturer's special licence conditions shall apply in addition to LINDY-Elektronik GmbH's general terms and conditions. By accepting the software, the customer expressly recognises its validity. These are enclosed with the data carrier or are located on it.
8.2 The customer only acquires a simple right of use for all software products sold by LINDY-Elektronik GmbH. In any case, the manufacturer remains the originator of the software. This applies both to the original and to each copy.
8.3 The provisions of these General Terms and Conditions which concern the transfer of ownership rights shall apply mutatis mutandis to the rights of use of software.
8.4 Provisions for templates from LINDY-Elektronik GmbH: The price is payable for the implementation of the templates and for the installation instructions. Each template includes a licence entitling the user to use and commission the template on a server or under an internet address/domain. Passing on, copying or use on further servers or under further domains is not permitted. The purchase of further licences is necessary for this. This also applies to templates copied from these templates.
9.1 LINDY as manufacturer of LINDY products grants a manufacturer's guarantee. The customer's warranty claims from the contract of sale and legal rights are not limited by this guarantee.
9.2 LINDY grants the manufacturer's guarantee in accordance with the following conditions: LINDY guarantees against defects in LINDY products which are proven to occur within the guarantee period as a result of a material or manufacturing fault. The territorial scope of this warranty is limited to the member countries of the EU and EFTA.
9.3 The guarantee period is
9.4 Excluded from the warranty are
9.5 In the case of a warranty claim LINDY will remedy the defect by either repairing the product free of charge or replacing it with a defect-free product (or a successor model if necessary), at LINDY's discretion. Replaced products or parts become the property of LINDY.
9.6 Claims other than the right to rectify the defect as set out above are not covered by LINDY's manufacturer's guarantee. In particular, the owner cannot derive any claims for damages from the LINDY manufacturer's warranty for accompanying or consequential damage.
10.1 The law of the Federal Republic of Germany shall apply to these General Terms and Conditions and the entire legal relationship between LINDY-Elektronik GmbH and the customer, excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna CISG Convention).
10.2 The place of performance is Mannheim. The place of jurisdiction for all disputes arising in connection with this contract - including actions in summary proceedings based on documentary evidence and bills of exchange - is the registered office of LINDY-Elektronik GmbH in Mannheim.
LINDY-Elektronik GmbH fulfils the legal obligations for deliveries to recipients and consumers in Germany according to the EU WEEE directive/ Electrical and Electronic Equipment Act (ElektroG), the EU Battery Directive/ Battery Act (BattG) and the EU Packaging Directive/Packaging Act (VerpackG).
LINDY-Elektronik GmbH has licensed product and transport packaging subject to compulsory system participation via its DSD system service provider in Germany. In addition, LINDY-Elektronik GmbH concludes an agreement with its B2B customers to the effect that the B2B customer will, at its own responsibility and expense, properly dispose of and recycle any packaging that accumulates on its premises; this applies in particular to transport packaging and other packaging that, according to the Packaging Act, is not subject to compulsory system participation. If LINDY-Elektronik GmbH delivers to other countries on behalf of the customer, or if customers deliver the goods across borders, LINDY-Elektronik GmbH expressly points out that the customer and the recipient must ensure that the corresponding legal obligations in the destination country are fulfilled on their own responsibility. The following country regulations apply:
For deliveries to recipients in Austria, LINDY-Elektronik GmbH assumes the legal obligations according to the EU WEEE and Packaging Directive and its implementation in Austrian law and releases recipients in Austria from the relevant obligations; the necessary details are printed on our invoices and delivery notes. LINDY-Elektronik GmbH does not assume any obligations for the obligations according to the EU Battery Directive and its respective implementation in Austrian law and reminds the customers that they have to meet the obligations themselves.
For deliveries to recipients in Luxembourg, LINDY-Elektronik GmbH assumes the legal obligations in accordance with the EU WEEE directive and the EU battery directive and their respective implementation in Luxembourg law and releases recipients in Luxembourg from the relevant obligations; the necessary details are printed on our invoices and delivery notes. LINDY-Elektronik GmbH does not assume any legal obligations for the obligations according to the EU Packaging Directive and its respective implementation in Luxembourg law and reminds the customers that they have to comply with the obligations themselves.
For deliveries to recipients in Switzerland, Ireland and Portugal, LINDY-Elektronik GmbH assumes the legal obligations in accordance with the EU WEEE, battery and packaging directive and its implementation in Swiss and Portuguese law and releases recipients in Switzerland and Portugal from the relevant obligations; the necessary details are printed on our invoices and delivery notes.
For deliveries to all other countries in Europe, the EEA or the world, LINDY-Elektronik GmbH does not assume any legal obligations according to the EU WEEE, Battery and Packaging Directive and advises customers and recipients that they must comply with these obligations at their own responsibility.
12.1 The customer shall only be entitled to a right of retention or set-off if his counterclaims have been legally established, are undisputed or have been recognised by LINDY-Elektronik GmbH. Furthermore, he shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship in accordance with § 273 German Civil Code.
12.2 Should individual provisions of these general terms and conditions be invalid, the validity of the remaining provisions shall remain unaffected.