Terms & Conditions

1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services between Linquify UG (haftungsbeschränkt), Mittelstraße 11, 40789 Monheim am Rhein (hereinafter referred to as "Provider") and its customers (hereinafter referred to as "Client").

1.2 These terms and conditions apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law (B2B).

1.3 Any differing, conflicting, or supplementary terms and conditions of the client shall only become part of the contract if and to the extent that the provider has expressly agreed to their validity in writing. This requirement of written consent applies in all cases, including, in particular, when the provider performs services without reservation despite being aware of the client's terms and conditions.

2.1 Offers from the provider are non-binding and subject to change unless they are expressly marked as binding or contain a specific acceptance period.

2.2 The order placed by the client constitutes a binding offer to enter into a contract. A contract is only formed upon written confirmation of the order by the supplier or upon commencement of the service.

2.3 The client is obligated to provide all information necessary for the performance of the contract correctly and completely. The provider is not obligated to verify the completeness and accuracy of the data, information, or other services provided by the client, unless there is a reason to do so considering the specific circumstances of the individual case.

3.1 The provider supports the client in the areas of product procurement, purchasing optimization, resale of goods and wholesale by mediating and cooperating with suitable suppliers as well as by providing consulting services.

3.2 The exact scope of services to be provided by the supplier is determined by the respective offer, order confirmation or a separately concluded contract.

3.3 The provider is obligated to provide the agreed service, but not to guarantee a specific economic outcome. Services are provided to the best of the provider's knowledge and belief.

3.4 The provider is entitled to use suitable third parties as vicarious agents to fulfill its contractual obligations.

3.5 When procuring goods, the supplier acts either as an intermediary or as a reseller. The specific role is agreed upon in each individual case or is evident from the circumstances.

4.1 Unless otherwise agreed in a specific case, the prices of the provider valid at the time of conclusion of the contract shall apply. All prices are exclusive of statutory value added tax.

4.2 Invoices are due for payment within 14 days of the invoice date without deduction. The date of receipt by the supplier is decisive for the payment date. Payment is made exclusively by bank transfer.

4.3 The client is in default upon expiry of the payment deadline. In the event of default, the provider is entitled to charge default interest at a rate of 9 percentage points above the base interest rate (Section 288 Paragraph 2 of the German Civil Code). The right to claim further damages for default remains reserved.

4.4 The client is only entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed.

4.5 If, after conclusion of the contract, it becomes apparent that the provider's claim to remuneration is jeopardized by the client's lack of ability to perform, the provider is entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB).

5.1 If the supplier delivers goods to the customer as part of its business activities, delivery is ex works, which is also the place of performance for the delivery and any subsequent performance. At the customer's request and expense, the goods will be shipped to a different destination (sale by dispatch).

5.2 The risk of accidental loss or damage to the goods passes to the customer no later than upon delivery. In the case of a sale involving shipment, the risk of accidental loss or damage to the goods, as well as the risk of delay, passes to the customer upon delivery of the goods to the carrier, freight forwarder, or other person or entity designated to carry out the shipment.

5.3 Delivery times are agreed individually or specified by the supplier upon acceptance of the order. If this is not the case, the delivery time is approximately 4 weeks from the conclusion of the contract.

5.4 If the supplier is unable to meet binding delivery deadlines for reasons beyond its control (non-availability of the service), it will inform the customer immediately and simultaneously provide the expected new delivery date. If the service is still unavailable within the new delivery period, the supplier is entitled to withdraw from the contract in whole or in part; any payment already made by the customer will be refunded immediately.

6.1 The client shall provide the supplier with all information and documents necessary for the execution of the order completely and in a timely manner.

6.2 The client shall designate a qualified contact person who is available to the supplier to provide necessary information and who can make or bring about decisions.

6.3 Delays or additional expenses arising from late, incomplete, or inadequate cooperation by the client shall be borne by the client. The supplier may invoice the resulting additional expenses.

7.1 The provider is liable without limitation for intent and gross negligence, as well as under the Product Liability Act.

7.2 For slight negligence, the provider is liable only for breaches of a material contractual obligation (cardinal obligation) and only up to the amount of the foreseeable damage typical for this type of contract. Material contractual obligations are those whose fulfillment is essential for the proper performance of the contract and on whose compliance the client may regularly rely.

7.3 Liability for indirect and unforeseeable damages, loss of production and use, lost profits, lost savings and financial losses due to third-party claims is excluded in the case of slight negligence.

7.4 The provider is not liable for delays or non-performance due to circumstances beyond its control (force majeure, strikes, natural disasters, pandemics, etc.).

8.1 The statutory provisions apply to the rights of the client in the event of material defects and defects of title, unless otherwise specified below.

8.2 The customer must inspect the delivered goods immediately upon receipt and report any apparent defects in writing without delay, but no later than 5 working days after receipt of the goods. Latent defects must be reported in writing immediately upon discovery. Otherwise, the goods are deemed accepted (§ 377 HGB).

8.3 In the event of justified complaints regarding defects, the supplier has the right to remedy the defect by repair or replacement, at its discretion. If the remedy fails, the customer may, at its discretion, demand a reduction in price or cancellation of the contract.

8.4 The warranty period is one year from delivery or, if acceptance is required, from acceptance.

9.1 The contracting parties undertake to treat all knowledge of confidential information and trade secrets of the other contracting party obtained during the initiation and execution of this contract as confidential and to use them only for the purpose of fulfilling the contract.

9.2 The provider processes the client's personal data for the performance of the contract in accordance with applicable data protection regulations. Further information on data protection can be found in the provider's privacy policy.

9.3 The provider is entitled to name the client as a reference customer, unless the client expressly objects.

10.1 The contract term is determined by the respective agreement. One-off orders end upon complete performance of the service.

10.2 In the case of continuing obligations without an agreed term, the contract can be terminated by either party with a notice period of 4 weeks to the end of the month.

10.3 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a contracting party breaches essential contractual obligations and fails to remedy the breach within a reasonable period despite a warning.

10.4 Notices of termination must be in writing.

11.1 In the case of deliveries of goods, the supplier retains ownership of the delivered goods until full payment of all claims arising from the delivery contract.

11.2 The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the supplier all claims arising from such resale up to the amount of the final invoice (including VAT). The supplier accepts this assignment. The customer remains authorized to collect these claims. The supplier's right to collect the claims directly remains unaffected.

11.3 In the event of attachments or other interventions by third parties, the client must notify the provider immediately in writing.

12.1 The provider retains ownership and copyright of all documents, concepts and other work results handed over in connection with the fulfillment of the order.

12.2 Insofar as work results are created in the course of fulfilling the order and are protected by copyright, the provider grants the client a simple, non-transferable right of use, insofar as this is necessary for the contractual use. Any further granting of rights requires a separate agreement.

13.1 The place of performance for all obligations arising from the contractual relationship is the registered office of the provider, unless otherwise specified.

13.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of the provider. However, the provider is also entitled to bring an action at the general place of jurisdiction of the client.

13.3 All legal relations between the provider and the client are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.4 Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected. In this case, the contracting parties shall agree on a legally valid replacement provision that comes as close as possible to the economic purpose of the invalid provision.

13.5 Amendments and additions to these Terms and Conditions must be in writing. This also applies to amendments to this written form clause.

Linquify UG (haftungsbeschränkt)

Mittelstraße 11

40789 Monheim am Rhein

Email: info@linquify.de

Telephone: +49 157 51362331 / +49 157 50999478

Management: Tim Ponkratov / Tom Ponkratov

Commercial Register: HRB 112874

VAT ID No.: DE454668626

Tax ID: 220/5829/1101