Terms and Conditions for Business Customers of Lindy Electronics L.L.C.
1. General, Scope of Application of the Terms & Conditions
1.1 These Terms & Conditions apply exclusively to business customers, including trade, business, government, public sector, and voluntary sector entities, for use in their professional or commercial activities. Consumer transactions are excluded. By accepting these Terms & Conditions and signing any contract with Lindy Electronics L.L.C (“LINDY”), customers confirm they are not acting as consumers and acknowledge that consumer protection laws do not apply.
1.2 These General Terms and Conditions of Sale and Delivery (“GTC”) govern all contracts between Lindy Electronics L.L.C., Office 1004-DM-08-0506, Fahidi Heights, Al Hamriya, Dubai, UAE (“LINDY”) and customers for the sale and delivery of goods and services within the Gulf Cooperation Council (GCC) region. These terms apply exclusively. Any conflicting or supplementary terms provided by the customer will not apply unless explicitly agreed to in writing by LINDY. These GTCs also apply to future transactions involving the sale or delivery of goods between LINDY and the customer.
1.3 In cases where specific laws or regulations apply to the sale of electronic products or other goods marketed by LINDY, the customer waives any rights arising from non-mandatory provisions of such laws by accepting these terms. Mandatory legal obligations specific to the customer’s country will apply.
2. Offers and Conclusion of Contract
2.1 Offers presented in LINDY’s online and printed materials are non-binding and subject to change. Customers may place orders via e-mail, fax, or telephone based on these materials. By placing an order, the customer submits a binding offer to LINDY to conclude a contract. LINDY accepts such offers by sending an order confirmation within 72 hours of receipt or by immediate delivery of the goods, subject to stock availability.
2.2 Performance data, including specifications or delivery commitments, are only binding if explicitly agreed upon in writing. Verbal agreements or assurances made by LINDY’s representatives that go beyond the content of written contracts are not binding unless confirmed in writing.
3. Delivery
3.1 Delivery periods begin upon dispatch of the order confirmation and are considered met if the goods have left LINDY’s premises or LINDY has notified the customer that the goods are ready for dispatch within the agreed timeframe.
3.2 Delivery periods are subject to LINDY receiving correct and timely supply from its own suppliers. If supply is delayed or disrupted for reasons beyond LINDY’s control, delivery periods will be extended accordingly. LINDY will inform the customer of any delays as soon as they become aware of them.
3.3 If delivery is delayed due to circumstances attributable to the customer, including incomplete or incorrect information provided to LINDY, the delivery period will be extended to account for these delays. Any additional costs incurred due to such delays will be borne by the customer.
3.4 Partial deliveries are permitted unless expressly prohibited by the customer at the time of placing the order. In such cases, each partial delivery will be treated as a separate transaction under these terms.
4. Delivery, Transfer of Risk
4.1 The risk of loss or damage to the goods passes to the customer when the goods are handed over to the courier or transport company, even if LINDY has agreed to cover the shipping costs. LINDY retains the right to choose the packaging, dispatch route, and means of transport unless otherwise agreed in writing.
4.2 Transport insurance is taken out by LINDY by default, at a cost of 0.45% of the value of the goods, unless the customer explicitly declines this service when placing the order. Customers declining transport insurance bear full responsibility for any loss or damage during transit.
4.3 For goods delivered via download, the risk passes to the customer once LINDY provides access to the download link. If downloading becomes impossible through no fault of LINDY, the risk passes to the customer upon notification that the goods are available for download.
4.4 If delivery is delayed due to circumstances caused by the customer, such as failure to accept delivery or provide necessary information, the risk passes to the customer once the goods are segregated and ready for dispatch.
4.5 LINDY is not liable for delays in delivery caused by events beyond its control, including but not limited to force majeure, strikes, lockouts, extreme weather conditions, regional political instability, or government-imposed restrictions. If such events occur, delivery periods will be extended for the duration of the event plus a reasonable recovery period. Customers may withdraw from unfulfilled parts of the contract if the delay exceeds three months and after providing LINDY with a two-week notice period.
4.6 Complaints regarding transport damage must be made directly to the courier upon receipt of the goods. Customers are responsible for inspecting the goods promptly and reporting any visible damage or discrepancies to LINDY.
5. Prices and Payment
5.1 The prices quoted in LINDY order confirmation shall be decisive, plus the respective statutory value-added tax. Additional deliveries and services shall be charged separately.
5.2 Invoice amounts are due immediately and payable no later than 20 days of the month following the date of invoice, provided the customer has agreed payment terms with LINDY. Alternatively, if no such terms apply, payments must be received in LINDY’s bank account before the goods are dispatched from the warehouse.
5.3 If the customer is in default of payment, LINDY shall be entitled – without prejudice to other claims and rights – to charge interest on arrears at nine percentage points above the respective base rate of the European Central Bank. In addition, any outstanding (partial) payments shall become due immediately. The maturity of the remaining debt also occurs if bills of exchange with a later maturity date are in circulation.
5.4 If LINDY has several open claims against a customer from different transactions, payments made by the customer shall first be credited against costs and interest and then against the oldest open claim.
5.5 The purchase price and the charges for ancillary services are due for payment on handover of the delivery item or on completion of the provision of the line or notification of the possibility of downloading, unless otherwise expressly agreed. LINDY is entitled to demand reasonable payments on account for partial services rendered. These are due for payment upon receipt of the respective down payment invoice or partial invoice by the customer. In the event of default, LINDY shall be entitled to claim the statutory interest on arrears.
5.6 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the retention of payments due to any counterclaims of the customer not recognised by LINDY is not permitted, nor is offsetting against such counterclaims. Counterclaims from the same contractual relationship are excluded from this.
5.7 The customer agrees to receive invoices electronically. Electronic invoices are sent to the customer by e-mail in PDF format.
6. Retention of Title
6.1 The reservation of title agreed below serves to secure all existing current and future claims of LINDY against the customer arising from the supply relationship between the contract partners (including balance claims from a current account relationship limited to this supply relationship).
6.2 The goods delivered by LINDY to the customer remain the property of LINDY until all secured claims have been paid in full. The goods and the goods which take their place in accordance with the following provisions and are covered by the reservation of title are hereinafter referred to as “goods subject to reservation of title.”
6.3 The customer shall store the goods subject to retention of title free of charge for LINDY.
6.4 The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realization (clause 6.9). Pledging and transfer by way of security are not permitted.
6.5 If the goods subject to retention of title are processed by the customer, it is agreed that the processing is carried out in the name and for the account of LINDY as manufacturer and that LINDY acquires direct ownership or – if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the goods subject to retention of title – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership should occur at LINDY, the customer hereby transfers his future ownership or – in the above-mentioned proportion – co-ownership of the newly created item to LINDY as security. If the goods subject to reservation of title are combined or inseparably mixed with other items to form a uniform item, and if one of the other items is to be regarded as the main item, LINDY, insofar as the main item belongs to it, shall transfer to the customer proportionate co-ownership of the uniform item in the ratio stated in sentence 1.
6.6 If the goods subject to retention of title are resold, the customer hereby assigns by way of security to LINDY the resulting claim against the purchaser – in the case of co-ownership by LINDY of the goods subject to retention of title, in proportion to the proportion of co-ownership. The same applies to other claims that take the place of the goods subject to retention of title or otherwise arise in respect of the goods subject to retention of title, such as insurance claims or claims in tort in the event of loss or destruction. LINDY revocably authorizes the customer to collect the claims assigned to LINDY in his own name. LINDY may only revoke this direct debit authorization in the event of realization.
6.7 If third parties seize the goods subject to retention of title, in particular by seizure, the customer will immediately inform them of LINDY’s ownership and inform LINDY of this in order to enable LINDY to enforce its ownership rights. If the third party is not able to reimburse LINDY for the court or out-of-court costs incurred in this connection, the customer shall be liable to LINDY for this.
6.8 LINDY will release the goods subject to reservation of title and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. LINDY shall have the right to select the items to be released thereafter.
6.9 If LINDY withdraws from the contract in the event of behaviour contrary to the contract on the part of the customer – in particular default of payment – (case of realization), LINDY is entitled to demand the return of the goods subject to retention of title.
7. Duty to Give Notice of Defects, Warranty, Liability
7.1 Delivered goods must be inspected by the customer immediately after delivery, insofar as this is feasible in the ordinary course of business. If a defect is found, LINDY must be notified immediately. If the customer fails to notify LINDY, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. If such a defect is discovered at a later date, notification must be made immediately after discovery, otherwise the goods shall be deemed to have been approved even in view of this defect.
The customer is not released from his duty of inspection even in the event of recourse by the entrepreneur. If, in such cases, he does not immediately report the defect claimed by his customer, the goods shall be deemed to have been approved even in consideration of this defect.
7.2 The warranty is provided in accordance with the statutory provisions. For all defects occurring during the legal warranty period of 6 months from delivery, the customer has the legal right to supplementary performance (at your choice: rectification of defects or new delivery) and – if the legal requirements are met – the legal rights to reduction or withdrawal as well as compensation for damages. The customer must grant LINDY a total of two attempts at rectification if the customer has not previously granted LINDY a reasonable period of grace which has expired without result. If the type of supplementary performance requested by the customer is only possible at disproportionate cost, the customer’s claim is limited to the other type of supplementary performance.
7.3 LINDY accepts no liability for damage and defects arising from improper use, operation and storage, negligent or incorrect care and maintenance, overuse, or improper repair by an unauthorized service partner.
7.4 LINDY excludes its liability for slightly negligent breaches of duty, insofar as these do not concern duties essential to the contract, damage from injury to life, body, or health, guarantees, or claims under the Product Liability Act are affected. The same applies to breaches of duty by LINDY’s vicarious agents.
8. Software
8.1 When software is supplied, the manufacturer’s special licence conditions shall apply in addition to LINDY’s general terms and conditions. By accepting the software, the customer expressly recognises its validity. These are enclosed with the data carrier or are located on it. However, when there may be contradiction between the licence conditions of the manufacturer and the general or particular conditions contracted with LINDY, shall apply in preference the conditions, general or particular, agreed with LINDY with regard to the obligations and rights that may affect LINDY.
8.2 The customer only acquires a simple right of use for all software products sold by LINDY. In any case, the manufacturer remains the originator of the software. This applies both to the original and to each copy.
8.3 The provisions of these General Terms and Conditions which concern the transfer of ownership rights shall apply mutatis mutandis to the rights of use of software.
8.4 Provisions for templates from LINDY: The price is payable for the implementation of the templates and for the installation instructions. Each template includes a licence entitling the user to use and commission the template on a server or under an internet address/domain. Passing on, copying or use on further servers or under further domains is not permitted. The purchase of further licences is necessary for this. This also applies to templates copied from these templates.
9. LINDY Manufacturer’s Warranty
9.1 LINDY as manufacturer of LINDY products grants a manufacturer’s guarantee. The customer’s warranty claims from the contract of sale and legal rights are not limited by this guarantee.
9.2 LINDY guarantees against defects in LINDY products which are proven to occur within the guarantee period as a result of a material or manufacturing fault. The territorial scope of this warranty is limited to countries where LINDY operates, subject to local laws.
9.3 The guarantee period is:
- 3 years for all Lindy products,
- 10 years on all Lindy cables without moving components such as lynch pins or retractable cables,
- 25 years on all cables designated Gold Line
9.4 Excluded from the warranty are defects due to external influences, improper use, abnormal environmental conditions, operating conditions, or modifications.
10. Legal System, Place of Jurisdiction, Contractual Language
10.1 These General Terms and Conditions are governed by the laws of the United Arab Emirates (UAE), unless mandatory legal provisions of the customer’s country of operation dictate otherwise.
10.2 The exclusive place of jurisdiction for disputes arising under or in connection with these Terms and Conditions shall be the United Arab Emirates (UAE), unless otherwise agreed in writing.
11. Legal Obligations
LINDY complies with the relevant laws and regulations in each GCC country where it operates. Customers are responsible for ensuring compliance with any additional laws applicable to their business activities or locations.