I. Deliveries and services

1. The following delivery and payment conditions exclusively govern our deliveries and services, in accordance with the “Green Delivery Conditions” of the ZVEI (German Electro and Digital Industry Association).

Any deviations require our written confirmation. Conflicting and supplementary purchasing conditions of the purchaser, especially the exclusion of retention of title and the prohibition of offsetting counterclaims, are not recognised by us.

2. LINTEC Electronics GmbH uses an integrated management system for quality assurance, environmental protection, and occupational safety, certified according to DIN EN ISO 9001 and 14001.

3. Surplus or short deliveries of up to 10% are reserved for custom-made products.

4. We reserve all rights to cost estimates, drawings, and other documents without restriction. They may not be made accessible to third parties without our consent.

In the event that we are not granted the contract, all drawings and other documents associated with offers must be returned to us immediately and in full upon request.

5. For standard software, the purchaser has non-exclusive right of use with the agreed performance features in unaltered form on the agreed devices. The purchaser may create a backup copy without express agreement.

6. We are entitled to involve third parties for the delivery or provision of services, and to assign claims arising from our business relationship.

II. Prices

1. Unless otherwise agreed, the prices shall apply for delivery ex works, without installation or assembly, plus statutory VAT. All prices are subject to change. The prices valid on the date of delivery shall apply. If the goods are collected or delivered to Germany by a purchaser from another EU member state without a VAT identification number, VAT will be charged but subsequently refunded if the customer provides the proof required by section 6a of the German VAT Act (UStG) for a VAT exempt intra-community delivery. Any taxes that may arise for the purchase of the goods and services must be borne by the purchaser.

2. Unless otherwise agreed, we deliver freight-free within Germany with returnable packaging to the receiving station (purchaser's usual point of receipt) or across borders “ex works”. The returnable packaging must be returned at the purchaser’s expense.

3. Special packaging, for example, for sea freight, will be charged at cost price.

III. Retention of title

1. Delivered goods remain our property (reserved goods) until all outstanding claims resulting from the contract with the purchaser have been fulfilled, including any balance claims.

2. If delivered goods are subject to retention of title, the purchaser is prohibited from pledging or transferring them as security. Resale is only permitted to resellers in the ordinary course of business and only on the condition that the reseller receives payment from their customer, or makes the reservation that ownership will only pass to the customer once the customer has fulfilled all payment obligations.

3. In the event of resale, the purchaser assigns their claim for payment to us as security in the amount of the sales price charged to the purchaser upon conclusion of the transaction with us, without requiring any further explanations later on.

Should the reserved goods be resold together with other items without an individual price being agreed upon for the reserved goods, the purchaser assigns to us that portion of the total price claim which corresponds to the price of the reserved goods stated in our invoice, with priority over the other claims. Following authentication of a legitimate interest, the purchaser must provide us with the information necessary for us to assert our rights against the customer and hand over any required documents.

Until revoked, the purchaser is authorised to collect the assigned claims from the resale. In the case of an important reason, particularly in the case of payment default or other reasons that suggest that our payment claim is at risk, we are entitled to revoke the purchaser’s authority to collect. In addition, after prior warning and within a reasonable time period, we may disclose the assignment as security, exploit the assigned claims, and require that the purchaser disclose the assignment as security to the customer.

4. The purchaser may process, reshape, mix or combine the reserved goods with other items. The processing, reshaping, mixing, or combination (collectively referred to as processing) is carried out on our behalf. The purchaser shall store the new item with the due diligence of a prudent businessman. The new item is considered reserved goods. If processed with other items not owned by us, we are entitled to co-ownership of the new item in proportion to the ratio of the value of the processed reserved goods compared with the value of the remaining processed goods at the time of processing.

Should the purchaser acquire sole ownership of the new item, the purchaser grants us co-ownership of the new item resulting from processing in the ratio of the value of the processed reserved goods compared with the value of the remaining processed goods at the time of processing. In the event of the sale of the new item, the purchaser assigns to us the claim from the resale against the customer with all ancillary rights as security, without requiring a separate additional declaration. However, the assignment only applies to the amount that corresponds to our invoiced value of the processed reserved goods. The share of the claim assigned to us must be satisfied with priority. Section III.3 applies accordingly with regard to the collection authorisation and the conditions for its revocation.

Should the purchaser combine the reserved goods with real estate or movable property, the purchaser also assigns to us, without the need for any further special explanation, the claim for which the purchaser is entitled as compensation for this combination, with all ancillary rights in the amount that corresponds to the ratio of the value of the combined reserved goods compared with the value of the remaining combined goods at the time of combination.

5. Seizures, confiscations, other provisions, or interventions by third parties must be reported to us immediately.

6. In the event of breaches of duty by the purchaser, particularly in the case of payment default, we are entitled to rescind the contract and recover the goods, after a reasonable grace period established by the purchaser has expired; the purchaser is obliged to surrender the goods. All outstanding discounts and/or bonus payments will be cancelled.

IV. Terms of payment

1. Unless otherwise agreed or stated on the invoice, claims are due immediately and payment must be made no later than 30 days from the invoice date without any deductions

2. Cheques and bills of exchange are considered payment only upon receipt of the equivalent value. The purchaser bears collection and discount expenses. Bills of exchange will only be accepted with our prior approval.

3. The purchaser can only offset claims that are undisputed or legally established.

4. Failure to comply with these conditions will require the immediate payment of the entire balance. Discount will not be granted if an overdue balance exists in our favour at the time of payment.

Payments are applied to the oldest debt and any related additional costs. Should the purchaser be in default of payment, we will charge the default interest at a rate of 8% per annum above the base interest rate of the European Central Bank.

5. We are entitled to carry out further deliveries and services only against advance payment or security if credible information suggests that the financial circumstances of the purchaser have significantly deteriorated after the conclusion of the contract, in particular if the purchaser does not settle outstanding debts with us. If the purchaser is unwilling to do this, we may withdraw from outstanding orders.

V. Delivery period

1. Delivery periods are non-binding for us and are provided by us at our best discretion and adhered to as far as possible. Claims for compensation due to excusable non-fulfillment or due to exceeding the agreed date of delivery, even after a grace period has expired, cannot be asserted.

2. In the event of force majeure, mobilisation, riots, war, legal lockout, strike, shortage of raw materials, accident, fire, flooding, and other circumstances that are unforeseeable and/or unavoidable for us, the delivery period is extended by the duration of the hindrance plus an additional reasonable restart period. The same applies accordingly if the aforementioned events occur with one of our suppliers.

VI. Transfer of risk

1. Risk passes to the purchaser, even if freight-free delivery has been agreed upon: 1. For delivery without installation or assembly, if the ready-to-use shipment has been dispatched or picked up.

2. For delivery with installation and assembly, after completion of these services and acceptance according to 1.7. Insignificant remaining work and improvements are irrelevant.

3. If there is a delay in acceptance and taking delivery, the risk passes to the purchaser, unless this is not the responsibility of the purchaser or their representatives. The resulting additional costs will be charged.

4. For shipments, we provide transport insurance coverage up to the agreed location of transfer of risk.

VII. Receipt of goods and receiving inspection

1. Delivered goods must be accepted by the purchaser, even if they have minor defects.

2. Partial deliveries are permitted, as long as they are reasonable for the purchaser.

3. Upon receipt of the goods, the purchaser must immediately note any obvious shortages and transport damages on the consignment note.

4. Obvious defects in the goods must be reported to us within 7 days of receipt of the goods, and hidden defects must be reported within 7 days of their discovery. The aforementioned deadlines are exclusionary deadlines. If these deadlines are not adhered to, no claims can be made for the defects in question, in accordance with Section VIII.

VIII. Liability for material defects (warranty)

1. Delivered goods or services provided which prove to have a material defect within the limitation period – regardless of the period of operation – provided the cause of the defect was present at the time of transfer of risk, will, at our discretion, be repaired, delivered or provided again free or charge within a reasonable time period (subsequent fulfilment). Should the subsequent fulfilment fail, the purchaser may withdraw from the contract or reduce the payment. The purchaser cannot demand compensation for wasted expenses.

2. Material defects must be reported to us immediately in writing.

3. Claims for material defects expire after 24 months, calculated from the date of transfer of risk.

4. In the event of complaints regarding defects, the purchaser may only withhold payments to an extent that is reasonably proportionate to the material defects that have occurred and on the condition that the complaint provided by the purchaser is justified beyond a doubt. Should complaints about defects be made unjustly, we have the right to demand compensation from the purchaser for expenses incurred.

5. Claims for defects do not apply if there is only an insignificant deviation from the agreed quality, of there is only an insignificant impairment of usability, in the case of natural wear and tear, or damages that occur after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources, unsuitable operating foundations, or due to external influences that are not assumed under the contract, as well as non-reproducible software errors. If the purchaser or third parties carry out improper alterations or incorrect repairs, there are no claims for defects for this or for any resulting consequences. 

6. If the expenses required for the purpose of subsequent fulfilment – especially transport, travel, labour, and material costs – increase because the delivered goods were subsequently moved to a location other than the purchaser’s delivery location, these costs are borne by the purchaser, unless moving the goods corresponds to their intended use.

7. The purchaser’s recourse claims against us exist only to the extent that the purchaser has not made any agreements with customers that go beyond the statutory claims for defects. The purchaser’s claims for reimbursement of the necessary expenses incurred for the purpose of subsequent fulfilment in relation to their customers are excluded to the extent that they increase due to the fact that the subsequent fulfilment takes place at a delivery location other than the delivery location originally agreed upon.

8. Further or additional claims of the purchaser against us and our vicarious agents due to a material defect, other than those claims regulated by Section VIII, are excluded except as limited by Section IX from any restricted claims for damages.

IX. Liability for damages

1. Claims for damages made by the purchaser, regardless of the legal basis, in particular due to a breach of obligations arising from the contractual relationship and unlawful acts, are excluded.

This does not apply to liability in cases of intent or gross negligence, due to injury to life, body, or health, due to the assumption of a guarantee for the quality of the goods or services, due to the fraudulent concealment of a defect, or due to the culpable infringement of essential contractual obligations endangering the purpose of the agreement (cardinal obligations).

2. In the cases of culpable but unintentional or grossly negligent breach of essential contractual obligations (cardinal obligations), grossly negligent breach of duty by our employees or agents and the assumption of a guarantee by us that does not expressly guarantee the quality of the goods or services, the compensation is limited to the foreseeable damage that is typical for the contract. The purchaser’s claim for damages in accordance with this Section IX.2. expires no later than two years from when the purchaser became aware of the damage or, without this knowledge, from the time of the damaging event.

3. This Section IX. also applies to the purchaser’s claims for damages against our employees or agents.

X. Jurisdiction and applicable law

1. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our company headquarters.

2. German law applies to the contractual relationships. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

XI. Binding nature of the contract (severability clause)

The contract shall remain binding in the remaining parts even if individual points are legally ineffective.

XII. Deliveries abroad

1. Unless otherwise agreed, our deliveries to foreign countries are made against an irrevocable, confirmed line of credit. Payments are to be made without any deductions by means of an irrevocable, confirmed letter of credit, opened in our favour at one of our banks, denominated in euros and payable in Germany.

2. Deliveries abroad are generally made “ex works”. Otherwise, the rules of Incoterms® 2010 apply. All costs associated with border crossings such as customs duties, taxes, inspection fees, and any additional costs are borne by the purchaser.