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General Terms and Conditions of Purchase

Our order is subject to the exclusive application of our general terms and conditions of purchase printed on the reverse side hereof.

Our order is subject to the exclusive application of our general terms and conditions of purchase printed on the reverse side hereof.

  1. Applicability

    1. The following General Terms and Conditions of Purchase apply to all Procurements made by the Customer, irrespective of whether they constitute purchase, contracts for works and services etc. In ongoing business relationships with Suppliers, they shall apply to all future contracts. Individual contractual agreements shall take priority over these General Terms and Conditions of Purchase. This shall only apply to those provisions for which an individual agreement has been reached. For provisions for which an individual agreement has not been reached, these General Terms and Conditions of Purchase shall apply. Individual agreements must be set out in writing.
    2. These General Terms and Conditions of Purchase shall apply exclusively; terms used by the Supplier which conflict with, or deviate from, these General Terms and Conditions shall not be acknowledged by LINDER, except if LINDER has expressly approved the application in writing. These Terms and Conditions of Purchase shall even apply if LINDER is being aware of conflicting or deviating terms used by the Supplier, accepts the Supplier´s delivery without reservations.
    3. Our Terms and Conditions of Purchase shall only apply to entrepreneurs, governmental entities, or special governmental estates in the meaning of the sec. 310 para. 1 BGB (German Civil Code).

  2. Conclusion of Contract

    1. Our orders as well as our supplements and amendments to orders shall not be binding unless they are made in writing or by electronic means. In no event shall the order be binding if, within a period of two weeks, we do not receive an identical confirmation of the order from the Supplier, in writing and quoting the order number.
    2. Every order placed by us shall be deemed to be placed only subject to the express condition that the Supplier does not, in connection with the placement of the order, promise or grant favours or advantages of any kind to any of our employees whatsoever. In the event of a breach of this condition, we shall be entitled to rescind the contract. We also reserve the right to raise claims for damages in respect of such breaches.
    3. Offers received from Suppliers shall be free of charge to us and shall not be binding on us.

  3. Prices

    1. The prices stated in our orders shall be binding. To the extent the parties do not otherwise agree in writing, the price shall cover "free delivery to our factory inclusive of packaging".
    2. The legal rate of VAT is not included in the price.

  4. Payment & Invoicing

    1. A single copy of the invoices is to be sent immediately to the billing address specified in the respective order, at the latest, however, within 5 days after delivery or completed performance according to the contract, quoting all order data.
    2. The interval for payment of the invoice shall only commence after complete and flawless Delivery, performance and after receipt of the invoice.
    3. Unless otherwise noted, payments will be made in every case subject to an audit of the accounts.
    4. Invoices shall be paid within thirty (30) days of the date of receipt with a 3% discount, or within 45 days strictly net.

  5. Subject of Supply – Subject of Purchase

    1. The delivery must conform in design and scope to our order and/or our demands. We shall not be obliged to accept excess amounts. Shortages as to quantities supplied shall oblige the Supplier to make immediate supplemental deliveries. Shortages in weight or quantities supplied of more than 10 percent which interfere with our work flow shall entitle us to rescind from the contract if we have set a reasonable grace period for supplemental deliveries from the Suppliers in writing and the Supplier has failed to comply within such grace period.
    2. Where shortfalls as to quantities arise but the value of the goods does not justify a supplemental delivery, we shall be entitled to abate the invoiced amount by issuing a debit note.
    3. Partial deliveries shall not be permitted unless we have expressly consented thereto. We shall be entitled to demand deliveries in allotments.

  6. General Delivery Conditions

    1. The delivery deadline stated in the order shall be binding.
    2. Periods for delivery begin to run as from the date of the order.
    3. The Supplier shall be obliged to inform us without delay and in writing when circumstances arise or come to the Supplier's knowledge as a result of which it would not be possible to comply with the agreed delivery date. In addition, cases of force majeure, as well as other delays in delivery for which the Supplier does not bear liability and which were unforeseeable to the Supplier, shall be communicated by the Supplier to us without delay when the Supplier learns thereof.
    4. In the event of a default in delivery, we shall be entitled to avail ourselves of all remedies the law provides. In particular, we shall, upon the expiration of a reasonable time during which no supply is effected, be entitled to demand damages rather than performance and/or to rescind the contract. If we demand damages, the Supplier shall be entitled to supply proof that it does not bear liability for the breach.
    5. If the Supplier is in default, then we shall be entitled, without prejudice to our right to submit proof of greater damages, to demand lump-sum damages for default
    6. Incoming consignments by Truck must be advised 24 hrs prior to delivery via: This email address is being protected from spambots. You need JavaScript enabled to view it. Delivery times: Mo-Do 07:30 – 16:00
    7. If documentation is incomplete or delivery is not advised, we will reserve the right to refuse the unloading of the truck / container or will charge penalty for additional efforts of €125,0

  7. SHIPMENT, ACCEPTANCE, PASSAGE OF RISK AND DOCUMENTATION

    1. Deliveries and shipments to us shall be free our factory at the risk and cost of the Supplier unless the parties otherwise agree. This shall also apply to any returns. The Supplier shall bear liability for compliance with stated shipping rules and regulations.
    2. Risk shall pass to us as of such time as the delivery is made to the agreed receiving station.
    3. The Supplier shall include an invoice quoting our order number, identifying the buyer, the date of order and our article and/or signature number in every delivery to us.
    4. If a delivery is sent directly to third parties at our request, then Supplier shall inform us thereof without delay by means of a notice of dispatch. The Supplier shall not disclose prices to any such third party.

  8. INSPECTION OF DEFECTS – LIABILITY OF DEFECTS

    1. We shall be obliged to examine the goods within a reasonable time with respect to possible variations as to quality and quantity; notices of defects shall be timely if they are received by the Supplier within a period of five business days as from the date of the receipt of the goods, and where the defects are hidden, as from the time of the discovery thereof. §377 HGB (immediate rebuke) is explicitly excluded.
    2. We are entitled to assert legal warranty claims without limitation; in each and every case we shall be entitled to demand, at our discretion, that the Supplier either remedy the defect or effect substitute delivery of a new good. We are entitled to effect minor repairs ourselves at the cost of the Supplier after giving a corresponding notice of defect. We expressly reserve the right to demand damages, and in particular with respect to the right to demand damages in lieu of performance.
    3. We shall be entitled to take remedial action ourselves at the expense of the Supplier in cases in which delay would entail risk or where there is a particular need for urgency.
    4. Warranty claims shall be time-barred after 36 month of the passage risk.

  9. CONFIDENTIALITY

    1. The Supplier undertakes to treat as confidential all business and operational secrets (such as illustrations, drawings, specifications and other documents) as well as the Findings and results originated therefrom at the Supplier, also after the termination of the contractual relationship, to not make such Information accessible to third parties, to only use it for the performance of this order, and to neither directly nor indirectly, neither entirely nor in part, exploit them in any manner with copyright relevance.
    2. The Supplier shall also ensure that these obligations are also imposed on its own employees and any independent third parties involved, in any way, in the performance of this agreement.
    3. These obligations shall not apply to information which had already been publicly accessible prior to disclosure by LINDER or which became publicly accessible after disclosure without any involvement on the part of the Supplier.

  10. INTELLECTUAL PROPERTY

    1. The Supplier warrants that no rights of third parties within the Federal Republic of Germany and the European Union shall be infringed in connection with its deliveries.
    2. If we are subjected to claims by third parties for infringement of such intellectual property rights, the Supplier shall be obliged to indemnify us upon our first written demand; we shall not be entitled to enter into any agreements with third parties, including, in particular, the making of any settlements, without the consent of the Supplier.
    3. The obligation of indemnification by the Supplier shall extend to all expenses we necessarily incur as a result of or in connection with claims that are made against us by third parties.

  11. COURT OF JURISDICTION – CHOICE OF LAW

    1. This Agreement shall be governed exclusively by German law, excluding the rules of International Private Law, and in particular excluding UN Sales Law (CISG).
    2. The exclusive forum for disputes are the courts having jurisdiction over Hamburg. We shall also be entitled to file claims against the client at the court having jurisdiction over its registered office.
    3. To the extent our confirmation of order does not otherwise provide, our headquarters shall be the place of performance for all deliveries and payments.