Terms & Conditions for Business (Trade) Customers

1 INTERPRETATION
“Buyer” means the person, firm or company who accepts LINDY’s quotation for the sale of the Goods or whose order for the Goods is accepted by LINDY; “Contract” means the contract for the sale and purchase of the Goods; “Goods” means the goods which LINDY is to supply in accordance with these Terms; “LINDY” means LINDY International Limited; “Terms” means the terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed between the Buyer and LINDY; “Working day” means Monday to Friday excluding UK Bank Holidays and UK Public Holidays and the period between Christmas Day and New Year’s Day; “Writing” and any similar expression, includes facsimile transmission and comparable means of communication, including by electronic mail.

2 BASIS OF THE SALE
LINDY shall sell and the Buyer shall purchase the Goods in accordance with these Terms, which shall govern the Contract to the exclusion of any other terms save those specifically agreed in Writing by both parties. These Terms do not apply to a Buyer who is a private person purchasing Goods for private use. No variation to these Terms shall be binding unless agreed in Writing by LINDY. No representations concerning the Goods are binding unless confirmed in Writing by LINDY but nothing in these Terms affects the liability of either party for fraudulent misrepresentation. Any advice or recommendation given by LINDY as to the storage, application or use of the Goods which is not confirmed in Writing by LINDY is followed or acted on entirely at the Buyer’s own risk, and LINDY shall not be liable for any such advice or recommendation which is not so confirmed. Any typographical, clerical or other error or omission in any sales literature, quotation, invoice or other document or information issued by LINDY shall be subject to correction without any liability on the part of LINDY. Where specific makes are mentioned in connection with replacement parts it is not implied that LINDY has any association with the original maker. No part of any LINDY publication may be reproduced, stored or transmitted in any form or by any means without the written approval of LINDY. It is acknowledged that all trademarks and trade names mentioned in any LINDY publication or on the LINDY website other than those owned by LINDY are the property of their respective companies/owners.

3 ORDERS
No order submitted by the Buyer shall be deemed to be accepted by LINDY unless and until confirmed by LINDY which confirmation shall set out the quantity, quality and description of the Goods and any special terms relating to the Contract. The Buyer shall be responsible to LINDY for ensuring the accuracy of any order submitted. Orders received and accepted by LINDY on a Working Day will be dispatched within a reasonable time, subject to stock availability, logistics & customs requirements as well as payment/credit clearance. The Buyer’s telephone calls may be recorded for training purposes and LINDY may refuse to trade with any Buyer at its sole discretion.

4 CANCELLATION OF ORDERS
No order for Goods which have been accepted by LINDY may be cancelled by the Buyer except with the agreement in Writing of LINDY and on terms that the Buyer shall indemnify LINDY in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by LINDY as a result of cancellation. Goods already dispatched will be treated as a standard return as detailed in clause 5 below.

5 RETURNS POLICY
The Buyer shall have the right to return the Goods to LINDY for any reason provided that: (a) the Buyer shall have first obtained LINDY’s prior consent in Writing to the return the Goods (such consent being entirely at the discretion of LINDY) within 14 days of date of delivery or collection of the Goods; (b) the Buyer shall have first completed and submitted LINDY’s ‘Returns Merchandise Form’ (available online or upon request) to LINDY within 14 days of date of delivery or collection of the Goods; (c) the boxes containing the returned Goods are clearly marked with the ‘Returns Merchandise Authorisation Number’ that the Buyer will be sent by LINDY upon submission of the ‘Returns Merchandise Form’; (d) the Goods are securely packed and returned via a postal or carrier service that requires a signature upon delivery and signature is obtained from an authorised person at LINDY; (e) any Goods returned due to an alleged fault within the warranty period, will be credited to the Buyer after they have been received, inspected and tested by LINDY to determine the fault, however, the fault and invoice number must be clearly described in the ‘Returns Merchandise Form’; (f) any unused Goods that are returned to be restocked by LINDY, must be in a saleable condition; undamaged, unmarked, complete with all manuals, components, software seals intact and within their original packaging without markings or added labels. Any returned Goods or packaging that are found not to be in a resaleable condition or if no fault has been found, will be returned to the Buyer at their own cost or held to be shipped back with the next stock order. Goods returned which were ordered by mistake, will incur a handling and restocking charge of the greater of €15 or 15% of the value of the relevant invoice which shall be deducted from any sum returned to the Buyer in respect of the Goods.

6 PRICE OF THE GOODS
The price of the Goods shall be LINDY’s quoted price subject to the date of acceptance of the order. LINDY reserves the right to vary its advertised prices at any time. Prices are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to LINDY, unless is VAT registered within the EU or is located outside the EU.

7 PAYMENT
Save where otherwise confirmed in Writing by LINDY, payment will be received by bank transfer (for at least the very first transaction), debited to the Buyer’s debit or credit card by online payment request or (where credit is extended to the Buyer) LINDY may invoice the Buyer for the price of the Goods at point of dispatch or on or after collection of the Goods, unless the Buyer wrongfully fails to take delivery of the Goods, in which event LINDY shall be entitled to invoice the Buyer for the price at any time after LINDY has notified the Buyer that the Goods are ready for collection or (as the case may be) LINDY has tendered delivery of the Goods. Payment under credit agreement in respect of Goods shall be made by no later than the 20th day of the month following the date of invoice with all bank charges paid. Any overdue accounts will be automatically suspended and no outstanding orders for Goods will be dispatched to a Buyer with an overdue account. LINDY reserves the right to terminate a Buyer’s account and/or to withdraw any terms of credit at its sole discretion and without prior notice to the Buyer. LINDY shall be entitled to recover the price of the Goods, notwithstanding that delivery may not have taken place and the property of the Goods has not passed to the Buyer. The time of payment shall be of the essence of the Contract. Receipts for payment will be issued only on request. LINDY reserves the right to charge interest on any overdue payments at 1% per month from the due date of payment until receipt of payment in full.

8 DELIVERY
Save where otherwise agreed delivery of the Goods shall be made by LINDY delivering the Goods to the address supplied by the Buyer (Standard incoterms: DDP in the EU & DAP outside the EU). LINDY shall use its reasonable commercial endeavours to ensure that orders for Goods received and accepted by LINDY before 2.30pm (CET) are generally dispatched on the same working day (subject to stock availability) although LINDY shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by LINDY in Writing. Each order for Goods shall be subject to LINDY’s current standard or express delivery rate (as applicable and previously agreed with LINDY). Where delivery of an order for Goods incurs additional delivery charges LINDY will contact the Buyer prior to dispatch with details of any additional delivery charges. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by LINDY to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. If LINDY fails to deliver the Goods (or any instalment) for any reason other than any cause beyond LINDY’s reasonable control or the Buyer’s fault, and LINDY is accordingly liable to the Buyer, LINDY’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. In the event of non-delivery of the Goods the Buyer must advise LINDY of such non-delivery in Writing within 4 days of the date on which LINDY confirmed its acceptance of the order in Writing. In the event of a short-fall in the Goods the Buyer must advise LINDY of such short-fall in Writing within 3 days of receipt of the delivery or collection of the Goods. If the Goods are received damaged, the receipt should be signed “Damaged” and LINDY should be notified within 24 hours of the delivery or collection of the Goods and failure to comply with this requirement may result in your claim for repair, refund or replacement of the damaged Goods being invalidated. If the Buyer fails to take delivery of the Goods or fails to give LINDY adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of LINDY’s fault) then, without limiting any other right or remedy available to LINDY, LINDY may: (a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. Where LINDY has confirmed in Writing that the Buyer may collect the Goods from the premises of LINDY (EXW), the collection must take place within 48 hours of such written confirmation and the Buyer must provide proof of export (e.g., waybill) to LINDY’s satisfaction upon collection. Any Goods not collected within this period will be returned to stock and a restocking fee of 15% of the value of the Goods charged to the Buyer.

9 RISK AND PROPERTY
Risk of damage to or loss of the Goods shall pass to the Buyer: (a) where Goods are collected by the Buyer from LINDY’s premises, when LINDY notifies the Buyer that the Goods are available for collection; or (b) where Goods are delivered by LINDY to the Buyer’s address, at the time of taking delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when LINDY tenders delivery of the Goods. Notwithstanding delivery and the passing of risk, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until LINDY has received payment in full of the price of the Goods and all other goods for which payment is then due and until such time (a) the Buyer shall hold the Goods as LINDY’s fiduciary agent and bailee, and shall keep the Goods separate from all other goods and properly stored, protected and insured and identified as LINDY’s property (but the Buyer may resell or use the Goods in the ordinary course of its business) and (b) provided the Goods are still in existence and have not been resold, LINDY may at any time require the Buyer to deliver up the Goods to LINDY and, if the Buyer fails to do so forthwith, enter on the Buyer’s premises or any third party where the Goods are stored and repossess the Goods. If the risk and property in the Goods has passed to the Buyer and the Goods are subsequently returned to LINDY for whatever reason, the risk in the Goods will not pass back to LINDY until the Goods are signed for by authorised personnel at LINDY.

10 WARRANTIES AND LIABILITY
All Goods are covered under at least a 2-year warranty from the date of invoice (except for sale Goods which have a limited warranty period of 7 days) whereby LINDY warrants that it shall repair, replace (with same or equivalent product) or refund the purchase price on all faulty Goods supplied. This is subject to a claim being made in Writing by the Buyer within the relevant warranty period plus an additional 90 days due to the movement of Goods between countries, and stocking and sale to the Buyer’s customers). Any warranty provided by LINDY is subject to the following conditions: (a) the Goods shall have been returned to LINDY by the Buyer at its own cost; (b) LINDY shall be under no liability in respect of any fault arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow LINDY’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without LINDY’s approval; (c) LINDY shall be under no liability under any warranty (or any other warranty or condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. Except in respect of death or personal injury caused by LINDY’s negligence or liability for defective products under the Consumer Protection Act 1987 LINDY shall not be liable to the Buyer by reason of (i) any representation (unless fraudulent), or (ii) any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of LINDY, its employees or agents or otherwise) which arise out of or in connection with the Contract (including any delay or failure to supply the Goods) or use or resale of the Goods by the Buyer and LINDY’s entire liability under these Terms shall be limited to the lesser of the price for the Goods paid by the Buyer or the sum of €150,000 save as expressly provided in these Terms. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. LINDY shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of LINDY’s obligations under the Contract caused by circumstances beyond LINDY’s reasonable control, including (but without limitation): an “act of God”, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, or civil disturbance.

11 INTELLECTUAL PROPERTY
If a claim is made against the Buyer that the Goods infringe any third party’s intellectual property rights LINDY shall indemnify the Buyer against all loss, damages, costs and expenses incurred by the Buyer in connection with the claim provided that the Buyer shall: (a) give LINDY full control of any proceedings or negotiations in connection with the claim; (b) give LINDY all reasonable assistance for the purposes of such proceedings or negotiations; (c) not (except pursuant to a final award) pay or accept the claim, or compromise any such proceedings without LINDY’s consent; (d) do nothing which would or might vitiate any policy of insurance or cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do); (e) LINDY shall be entitled to the benefit of, and the Buyer shall accordingly account to LINDY for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and (f) without limiting any common law duty of the Buyer, the Buyer shall take such steps as LINDY may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which LINDY is liable under the indemnity in this clause.

12 INSOLVENCY OF BUYER If the Buyer goes into liquidation or a receiver is appointed over any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; then, without limiting any other right or remedy available to LINDY, LINDY may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13 GENERAL These Terms do not apply in respect of scheduled orders or export accounts in respect of which separate terms and conditions apply and are available on request and shall be supplied on quotation. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by LINDY of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the rest of the Contract and the rest of the provision in question shall not be affected. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts in respect of any dispute in connection with the Contract. The Vienna Convention on Contracts for the International Sale of Goods is excluded.