GENERAL TERMS AND CONDITIONS
Sect. 1 Scope of validity
The following General Terms and Conditions (GTC) govern solely the contractual relationship between us (Lindenmann GmbH & Co. KG) and entrepreneurs who purchase goods from us. Conditions that oppose or differ from our terms and conditions are not accepted by us.
Sect. 2 Conclusion of contract
(1) The offers on the Internet represent a non-binding invitation to you to purchase goods.
(2) You can put one or more products into the cart. In the course of the order process you enter your data and desires concerning payment method, delivery modalities etc. Once you have entered your information and clicked the order button, you submit a binding offer to conclude a purchase contract. You can also submit a binding order by telephone or by fax. The immediate confirmation by e-mail or fax that your order has been received does not yet constitute acceptance of the offer to buy.
(3) We are entitled to accept your offer by sending an order confirmation by e-mail within 1 working day. If the period in sentence 1 expires without acceptance, your offer is deemed to have lapsed, i.e. you are no longer bound to it. In the case of a telephone order, the purchase contract is deemed valid if we accept your offer immediately. If the offer is not accepted immediately, then you are no longer bound to it.
Sect. 3 Information: Storage of the contractual text
The contract with the item details (e.g. kind of the product, price etc.) will be stored by us. You have no access to this information over the Internet. The GTC we send to you too, you can call the GTC at any time in addition, over our web page. If you like to secure the product description on our shop side for own purposes you can make a screenshot (= screen photography) or alternatively print out the whole side at the time of the order.
Sect. 4 Information: Correction Note
You can amend your entries at any time before submitting the order by using the delete key. We will keep you informed throughout the checkout process of further correction options. You can terminate the order process also at any time by closing of the browser window completely.
Sect. 5 Delivery
The delivery of the Contract Products shall be effected EXW Pforzheim (INCOTERMS 2010) to you.
Sect. 6 Retention of Title
We retain the title to the Contract Products until settlement of all amounts receivable and other claims by us against you which have accrued under this Contract of Sale, including those which will only fall due in the future.
Sect. 7 Suspending Performance of the Seller
(1) Without prejudice to its continuing legal rights, we are entitled to suspend the performance of our obligations or to prevent the handing over of the Contract Products to you so long as, in our opinion, there are grounds for concern that you may completely or partly fail to fulfil your obligations in accordance with this contract.
(2) In particular, the right to suspend performance or to prevent the handing over to you arises if you insufficiently perform your obligations to enable payment to us or a third party or pay late.
Sect. 8 Set off, Suspending Performance of the Buyer
(1) Your legal rights to set off against our claims for payment are excluded, except where your corresponding claim has either been finally judicially determined or recognised by us in writing.
(2) Your legal rights to suspend payment and to raise defences are excluded except where despite written warning we have committed a fundamental breach of our obligations to deliver or transfer the title to the Contract Products arising out of this Contract of Sale, and have not offered any adequate assurance.
Sect. 9 Non-conforming Contract Products
(1) The Contract Products do not conform to this Contract of Sale if at the time the risk passes they are clearly different to the agreed specifications, or in the absence of agreed specifications, the Contract Products are not fit for the purpose usual in your place of business.
(2) We are in particular not liable for the Contract Products being fit for a particular purpose to which you intend to put them.
Sect. 10 Examination and Notice of Lack of Conformity
(1) You must examine the Contract Products as required by law directly, and in any event not later than 10 days after delivery has been effected, and in so doing check every delivery in every respect for any discoverable lack of conformity with the contract.
(2) You shall give notice of any lack of conformity with the Contract of Sale to us as required by law, and in any event directly and in writing and by the quickest possible means by which delivery is guaranteed.
Sect. 11 Consequences of Delivering Non-conforming Contract Products
(1) Following due notice of lack of conformity with the contract, you can rely on remedies provided for by the UN Sales Convention having regard to the terms laid down in this contract.
(2) You are entitled to demand delivery of substitute Contract Products or repair or reduction of the purchase price as set forth in and in accordance with the terms of the UN Sales Convention.
Sect. 12 Avoidance by the Buyer
Without prejudice to comply with the respective applicable legal requirements, you are only entitled to declare this Contract of Sale avoided after you have notified us in writing of your intention to do so and an additional period of time of reasonable length for performance has expired to no avail.
Sect. 13 Avoidance by the Seller
Without prejudice to our continuing legal rights, we are entitled to avoid this Contract of Sale in whole or in part without compensation e.g. (not concluding) if:
– insolvency proceedings relating to your assets are applied for or commenced;
– you do not open the securities properly or in time;
– we do not receive the price properly or in time;
– for other reasons we cannot be expected to fulfil our obligations by means which are unreasonable in particular in relation to the agreed counter performance.
Sect. 14 Force Majeure
(1) “Event of Force Majeure” means, in relation to either party, an event or circumstance beyond the reasonable control of that party, for example without limitation, strikes, lock outs and other industrial disputes, wars or embargoes on imports.
(2) The parties to this Contract of Sale shall not be deemed to be in breach of this Contract of Sale or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this Contract (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an Event of Force Majeure.
Sect. 15 Governing law
(1) The legal relationship with you is governed by the English version of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (UN Sales Convention).
(2) Outside the application of the UN Sales Convention, the contractual and non-contractual legal relationship between the parties shall be governed by and construed in accordance with German Law.
Sect. 16 Governing Language
The official text of this Agreement and any schedules or exhibits attached hereto and any notices given hereunder shall be German. In the event of any dispute concerning the construction or interpretation of this Agreement, reference shall be made only to this Agreement as written in German and not to any translation into any other language.
Sect. 17 Jurisdiction
Each of the parties to this Contract of Sale irrevocably agrees that the courts of the seller’s place shall have exclusive jurisdiction to settle any dispute arising out of this Contract of Sale.