• 1 – General
1.1 The following General Terms of Delivery, Sales and Payment apply to all the transactions of LINDE TRADING, including those of the future. We will only accept to supply goods under other conditions if expressly agreed in writing.
1.2 Earlier agreements are canceled if they contradict these conditions.
1.3 The invalidity of one part of the following conditions has no influence on the validity of the other conditions.
1.4 Our terms of delivery, sale and payment apply only to entrepreneurs in the sense of §310 Abs. 1 BGB (German Civil Code).
1.5 Any claims held against LINDE TRADING may not be assigned to third parties. Sections 354a of the German Commercial Code (HGB) shall remain unaffected.

• 2 – Offers
2.1 The order signed by the buyer is a binding offer.
2.2 We are entitled to accept this offer by sending an order confirmation/contract.
2.3 Our offers are always without obligation, unless we have agreed otherwise in writing.
2.4 All information about our goods is for description only. They do not guarantee any quality unless the guarantee is express and written.
2.5 If we accept any orders of yours, our acceptance is subject to these general conditions to the exclusion of any other terms and conditions which you may seek to incorporate.

• 3 – Prices / Payment / Weights
3.1 The price shall be that agreed.
3.2 Unless otherwise agreed, the price shall:
3.2.1 be exclusive of Value Added Tax;
3.2.2 be EXW (Incoterms 2010)
3.3 The Customer is obliged to make the respective payments in accordance with the terms of the confirmation of the order. Unless agreed otherwise our invoices are due net cash no more than seven days after the reception of the copy of the shipping documents by the buyer. A special agreement is required for a discount to be deducted.
3.4 We reserve the right to change our prices accordingly if, after conclusion of the contract, cost reductions or increases occur, in particular due to collective bargaining agreements or – in the case of import goods – import duties. Taxes, expenses and other charges or costs that arise or increase after the conclusion of the contract due to changes in legislation or official measures are always at the expense of the buyer. We will prove this to the customer on request.
3.5 We accept bills of exchange only if agreed in writing. In this case the Customer bears the discount charges. Payment is not deemed made until the amount owed is credited to us irrevocably.
3.6 Should the Customer default on payment, we are entitled to claim interest at the rate of nine percentage points on top of the base rate p.a. stipulated in § 247 BGB as damages for default. The damages can be set higher if we can prove greater loss or damage due to default.
3.7 The weights determined commercially at the place of shipment prior to the departure of the goods shall apply. The departure weight thus determined is always decisive, especially when the invoice is issued. For imported goods, the billing weights of the loader are decisive.

• 4 – Price Variation
In the event:
4.1.1 that there is any variation of the Specification which incurs additional work or materials;
4.1.2 that additional works or replacement materials are required by reason of any defect or modification of the Specification;
4.1.3 that the price of materials or other components required to supply the Goods has increased;
4.1.4 that taxes, duties or other levies have increased the cost of the Goods which we agree to supply;
4.1.5 that any currency fluctuations have increased the cost of the Goods which we agree to supply;
we may, at our option, increase the price by such amount as may be reasonably attributable to such an event or events.

• 5 – Insurance / Loading / Transfer of Risk
5.1 Unless otherwise stated in the order confirmation, delivery is agreed “ex works” (Incoterms 2010). A shipment of the goods is uninsured at the risk of the buyer, even if the goods are transported with our own means of transport. The same applies if “franko”, “cif”, “fob” etc. is sold, so that any damage, weight loss and transport loss arising on the transport route shall be borne by the purchaser.
5.2 At the request of the customer we will cover the delivery by transport insurance; the costs incurred in this respect shall be borne by the buyer.
5.3 Any additional fees or costs due to surcharges in the freight costs and Customs duties will be charged to the buyer.

• 6 – Delivery
6.1 We will use our reasonable efforts to deliver Goods to the place agreed and at the time agreed unless it has been agreed that you will be responsible for the collection of Goods in which case they may be collected from the agreed point of collection. Save as aforesaid, time shall not be of the essence in respect of any delivery of Goods by us.
6.2 You shall effort to inspect the Goods as soon as reasonably possible.
6.3 You agree to give us a reasonable opportunity to inspect any Goods supplied under this contract in respect of which you claim any defect or shortage. We shall be given a reasonable opportunity to carry out tests and take all such copies, photographs, and samples as we may reasonably require.
6.4 You agree to notify us in writing within 7 days of all claims in respect of defects in or shortages of any Goods supplied under this contract where such defects or shortages were or would have been reasonably apparent on inspection. You agree to waive all claims for damages or other relief in respect of any such defects or shortages not notified to us in writing within 7 days.
6.5 We cannot accept any liability if Goods have been altered, modified or have deteriorated whilst in your possession. Neither can we accept liability for Goods which have been subject to abnormal use, misuse or neglect.
6.6 If you are collecting Goods, you are responsible for loading the same at the point of delivery.
6.7 Where we agree to deliver Goods by instalments, a failure to make any particular delivery on time or at all shall not be repudiatory breach of the whole contract.
6.8 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This only applies if the Seller is not responsible for the non-supply and if he has concluded a concrete hedging transaction with the supplier. The Seller shall make all reasonable efforts to obtain the goods. In case of non-availability or partial availability of the goods he shall immediately inform the Client and grant him immediately counterperformance.
6.9 Storage fee at usual rates / at extra cost. If the buyer’s delay in acceptance leads to a delay in the delivery, the buyer must reimburse the seller for the delay period usual for the (the freight forwarding) storage costs. Instead, the seller is also entitled to make the storage of the item at a forwarding agency and to charge the buyer for the actual expenses incurred.
6.10 Partial deliveries are permissible as far as they are reasonable for the buyer.

• 7 – Quality
7.1 The quality of the goods to be delivered by us conforms to the specification, unless otherwise agreed in writing.
7.2 If the delivery is agreed “as usual”, the quality of the goods to be delivered must correspond approximately to the average of previous deliveries.
7.3 Unless specific tolerances and permitted shortages are specified in the specification, we shall be permitted to supply goods with such tolerances and shortages as may be reasonable in all the circumstances.
7.4 We may unless the contrary is expressly stated in the Specification substitute any materials with other of a similar standard.

• 8 – Warranty
8.1 Claims of the buyer for defects presuppose that he has duly fulfilled his statutory inspection and complaint obligations.
8.2 Insofar as material defects or defects of title exist, the Seller may first choose whether to render a subsequent rectification to remedy the defect or by delivering a defect-free item (replacement). The seller’s right to refuse the chosen type of supplementary rectification under the statutory conditions remains unaffected.
8.3 The Buyer shall give the Seller the time and opportunity necessary for the subsequent rectification owed, in particular to hand over the rejected goods for examination purposes. In the case of replacement, the buyer must return the defective item to the seller in accordance with the statutory provisions.
8.4 The expenses necessary for the purpose of the examination and supplementary rectification, in particular transport, travel, labor, and material costs as well as possibly removal and installation costs, shall be borne or refunded by the Seller in accordance with the statutory provisions if there is actually a defect. Otherwise, the seller can demand from the buyer the costs resulting from the unjustified remedy of defects (in particular inspection and transport costs), unless the lack of defect was not apparent to the buyer.
8.5 Claims by the purchaser for damages and reimbursement of futile expenses exist only in accordance with the following sections § 9 and § 10 and are otherwise excluded.

• 9 – Our Liabilities
9.1 By placing an order with us you agree to indemnify us against all claims of whatsoever nature howsoever arising including, but not limited to, any claims arising out of our negligence or breach of contract or breach of the law including, but not limited to, claims for damages and claims for consequential loss. You agree that you will have in place insurance cover to meet all such claims.
9.2 Exclusion for minor defect: Claims for defects do not exist in the case of insignificant deviation from the agreed quality or in the event of insignificant impairment of the usability.
9.3 The seller is liable for damages in the context of fault liability for own negligence and the fault of their legal representatives, employees, and other vicarious agents – for whatever legal reason – only for intent and gross negligence. In the case of ordinary negligence, the seller is liable only for damages resulting from injury to life, limb or health, for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and whose compliance the contracting party regularly relies on and can trust); however, in this case the liability of the seller is limited to the compensation of the foreseeable, typically occurring damage.
9.4 Further liability of the seller for damages as provided in § 9 is excluded – regardless of the legal nature of the asserted claim – excluded. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with § 823 BGB.
9.5 Insofar as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, representatives and vicarious agents.
• 10 – Retention of Title
10.1 We reserve the ownership of the purchased item until receipt of all payments from the delivery contract. With respect to entrepreneurs or other persons in the sense of § 310 Abs. 1 Satz 1 BGB we reserve ourselves the property until the fulfillment of all claims which we have for any legal reason from the business relationship with the buyer. In case of breach of contract by the purchaser, in particular in case of non-payment of the due purchase price, we are entitled to withdraw from the contract according to the statutory provisions and/or to demand the goods on the basis of the retention of title. The publication request does not include at the same time the explanation of the resignation; we are rather entitled to just ask for the goods and give us the resignation reserve. If the buyer does not pay the due purchase price, we may only assert these rights if we have failed to give the buyer an unsuccessful one reasonable deadline for payment or such a deadline is dispensable according to the legal regulations.
• 11 – Law and place of Jurisdiction
11.1 Unless otherwise provided herein, any claim, dispute, suit or proceeding arising under or relating to this contract shall be governed by the laws of Germany and subject to the exclusive jurisdiction of the courts of the City of Cologne. The validity of the UN sales law is excluded.