Terms and Conditions

AGREED TERMS

1. About us

1.1 Company details. Linde MH (UK) Ltd (company number 2791934) (we and us), is a company registered in England and Wales and our registered office and main trading address is at Kingsclere Road, Basingstoke, Hampshire, RG21 6XJ. Our VAT number is 333500149. We operate the Linde MH Webshop located at website https://www.linde-mh.shop/en-gb/ (Webshop).

1.2 Contacting us. To contact us, telephone our customer service team at 0330 678 1478 or email shop@linde-mh.co.uk. How to give us formal notice of any matter under the Contract is set out in 14.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you via our Webshop for goods displayed via the Webshop and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3. Placing an order and its acceptance

3.1. Placing your order. To place an order, you will need to click ‘add to cart’ on the web page of the relevant goods you wish to purchase. This will add the item(s) to your basket. When you are ready to place an order for the goods, you should either click ‘Proceed to checkout’ or ‘Basket’ and will need to follow the onscreen prompts to place an order. You will be able to modify the quantity of the goods prior to completing your order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms. For the avoidance of doubt the Goods presented at the Webshop are a non-binding invitation to you to order the Goods presented and your order will be treated as your offer to purchase such goods subject to our acceptance of such offer.

3.2. Acceptance of these terms and conditions: Your order can only be submitted and transmitted if you have indicated your acceptance of these terms and conditions by clicking on the "Accept " button appearing in the check-out page.

3.3 Checkout page. The check out page will list the Goods and their price and all ancillary items and charges such as the cost of delivery and packaging and any sales tax.

3.4. Registration. You will have the opportunity to register your details and to create an account with us at the time of placing an order. You are not required to create an account to place an order with us. By creating an account this will allow you to access the order status and other functionality available or to be made available to account holders only.

3.5 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.6 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 3.7.

3.7 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence. We may, at the same time, confirm that the Goods have been dispatched (Dispatch Confirmation).

3.8 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

3.9. Correction of errors. Subject to the provisions of clause 9.5 where we discover that there is an error in either the Goods displayed, their description or the price of the Goods displayed on the Webshop after you have placed your Order we may correct such error by providing notice to you. You will have the right to cancel your order by notifying us within 24 hours of receipt of the notification whereupon you will be refunding any price paid by you subject to you returning the goods in a saleable condition. If you fail to cancel the order within 24 hours such non notification shall be deemed your acceptance of the correction and where there was an error in the price we may invoice you for the correct price or invoice for the difference between the price already paid and the correct price which shall be payable by you.

4. Our goods

4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately and accurately depict the Goods, we cannot guarantee that your computer's display of the colours or details of the Goods accurately reflects the Goods. The colour or details of your Goods may vary slightly from those images.

4.2 The packaging of your Goods may vary from that shown on images on our site.

4.3 Any information appearing on the Webshop concerning weights and freights, etc., are illustrative only and are only binding if they are expressly stated either in the Webshop or on the order confirmation as binding. Only those characteristics that are expressly designated as "guaranteed quality" on the Webshop description of the Goods are guaranteed. Although we will use reasonable efforts to accurately describe the Goods any other general description or characteristics appearing on the Webshop concerning the Goods are not guaranteed either expressly or by implication and the contract shall not be deemed a contract by description and the provisions of section 13 of the Sale of Goods Act 1979 is hereby excluded.

4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, and to correct any errors.

4.5 Any deviations in the Goods delivered from the particulars of the Goods stated in the Webshop will not be a ground for rejecting the Goods and treating the contract as repudiated unless the Goods delivered are fundamentally and materially different than the Goods ordered.

4.6 Where you make a request to modify an order once placed, and where the modification is agreed by us, you shall pay an administration fee to us for such change (in addition to any change in Price for the Goods as a result of the modification) of £100 per change to include any of the following modifications : i) modification of configuration of specification, ii) modification of requested delivery date, or, iii) modification of order conditions.

5. Return and refund

5.1 You may not cancel the Contract and receive a refund once you have placed the Order other than for a genuine warranty claim subject to the provisions of clause 11 or unless we otherwise agree or unless clause 3.9 or clause 6.5 applies.

5.2 If you would like to return your Goods after delivery, you must notify us in writing within 14 days of the Goods being delivered. We are not obliged to accept any returns (other than legitimate product warranty returns or accepted cancellations) however if we accept your return, you will be provided with the returns delivery address and we must receive the item within 14 days of our acceptance. Delivery charges for returning Goods will be your responsibility and we will not reimburse you for these. If your Goods are not received within 14 days, we may reject the return.

5.3 Please ensure that you provide us with your order details when writing to us to help us identify it.

6. Delivery and transfer of risk

6.1 Delivery terms shall be deemed EX WORKS (incoterms 2010) to a Linde MH depot in the UK or the depot of our Supplier unless stated otherwise on the confirmation of order. We will arrange at your request for the delivery of Goods to you subject to you paying all related costs of delivery and being solely responsible for the risk in the Goods, all related insurance, import and export arrangements and duties and payment of any relevant tariffs where applicable.

6.2 The estimated delivery date shall appear on the product page of the Webshop, for standard range Goods. For bespoke Goods we will advise you of any estimated delivery date after the date of Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See 13 for our responsibilities when this happens. Time for delivery shall not be of the essence.

6.3 Delivery is complete once the Goods have been collected from our depot or from our Suppliers depot by the third party allocated transport logistics provider and subject to the provisions of clause 5.1 the Goods will be at your risk from that time.

6.4 Risk in the Goods shall transfer to you on delivery.

6.5 If we are responsible for delivery and fail to deliver the Goods within a period of 8 weeks from the due delivery date, you shall be entitled to cancel the contract and receive a refund for the non-delivered Goods. This shall be your sole remedy in the case of non-delivery. However, this right of cancellation shall not apply, and we accept no liability whatsoever, to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or where the responsibility for delivery is placed upon you as set out in clause 5.1 and we are merely acting as your agent for delivery or any other instructions that are relevant to the supply of goods.

6.6 You must ensure you take out appropriate insurance for cover the risk of damage or loss of the Goods during delivery.

6.7 If you fail to accept delivery when the goods arrive at the delivery location where delivery has been organised by us we may charge you for the cost of storage of the goods and if you do not advise us of an alternative delivery date and accept delivery when redelivered we may resell part of, or all the Goods.

7. Ownership and Title

7.1 Title and ownership to the Goods shall not pass to you until we have received payment in full (in cleared funds) for the Goods and any other goods that we have supplied to you or any group company of yours in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.2 Until title to the Goods has passed to You, You shall:

a.  store the Goods separately from all other goods held by You so that they remain readily identifiable as our property; 
b.  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c.  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
d.  notify us immediately if it becomes subject to any of the following events;
    i.  You take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    ii.You suspend, threaten to suspend, cease or threatens to cease to carry on all or a substantial part of its business; or
    iii.  Your financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy
f.  Shall not allow any third party right charge security or interest to be placed on the Goods and shall prevent any third party from claiming a lien or taking such Goods in full or part satisfaction of any debt owed by you to them and you shall immediately notify us should any of such matters occur; and
    a.  give us such information as we may reasonably require from time to time relating to:
    b.  the Goods; and
    c.  Your ongoing financial position.

7.3 Subject to 6.4, You may resell or use the Goods in the ordinary course of business (but not otherwise) before we receive payment for the Goods. However, if You resell the Goods before that time:

a. you do so as principal and not as our agent;
b.  title to the Goods shall pass from us to you immediately before the time at which resale by you occurs;
c.  you will procure that the proceeds of sale are used in full or part settlement of any amounts due to us. If the provisions of this clause 7.3(c) are found to be unenforceable for whatever reason then they shall be severable from the rest of this agreement and the remaining provisions of this clause 7 are intended to continue to apply subject to the deletion of this clause 7.3(c).

7.4 At any time before payment in full has been made by you to us and before title to the Goods passes to you, we:

a.  may by notice in writing, terminate your right under 7.3 to resell the Goods or use them in the ordinary course of business; and
b.  require you to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, you grant us a right to enter any premises of yours or of any third party where the Goods are stored in order to recover them.

8. No international delivery

8.1 Unfortunately, we do not deliver to addresses outside the UK. Any order specifying a delivery address outside the UK shall be rejected, we may however refer you to one of our associated companies who deal with Goods within the specified delivery address region if applicable but are under no obligation to do so.

8.2. You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.

9. Price of goods and delivery charges

9.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We use our best efforts to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see 9.3 for what happens if we discover an error in the price of Goods you ordered.

9.2 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

9.3 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the checkout process before you confirm your order. We sell a large number of Goods through our site. It is always possible that, despite our best efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9.4 Prices for our Goods may change from time to time. We shall be entitled to adjust the price of the Goods, whether before or after acceptance of the Goods, in the event of any increase howsoever arising in the cost to us of supplying the Goods.

9.5 Where there is a lead time in excess of 120 days between the placement of your order and the due delivery date of the Goods, we reserve the right to adjust the Price for the Goods in line with the change in the producer price index published by the Federal Statistical Office (Destatis) ref: 61241-0006 for product group GP09-2822: Manufacture of Lifting and Handling Equipment.

9.6 The price adjustment detailed in clause 9.5 will be calculated as follows:

-   At the time of the placement of your order (month N), the Order Index will be defined and based on the published producer price index at N-2 months
-   6 weeks before date of production of the Goods (month D), the Delivery Index will be defined and based on the published producer price index at D-2 months
-   The Delivery Index and Order Index will be compared as follows to determine the Variation (V) : V= (Delivery index/Order index)-1
-   In case of Variation (V) being less than +/-3%, no price adjustment will be made
-   In the case of Variation (V) being greater than or equal to +/-3%, the Price for the Goods will be adjusted as follows: Price for the Goods as at the time of order placement x (1 + Variation (V)) = adjusted price due for payment by the Purchaser

9.7 We will advise you in writing of any adjustment in the Price of the Goods in line with clauses 9.4 to 9.6 above and payment of any increase due shall be paid by you within 5 days of such notification.

10. How to pay

10.1 You can pay for Goods in the following ways as indicated and as may be updated on the Webstore page:

a.  using a debit card or credit card;
b.  if you are a registered account holder, under arrangements agreed with you as a registered account holder.

10.2 Unless expressly agreed otherwise in writing, payment for the Goods and all applicable delivery charges is in advance. We will dispatch your Goods once we have processed your payment.

10.3 If, for any reason, payment is not successfully received, we will notify you by email and your order will be placed on hold until payment is made. If payment is not made within 5 days of our notification to you, then we reserve the right to cancel the order and will inform you of this by email.

11. Our warranty for the goods

11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

11.2 Unless stated otherwise on the product page of the Webshop, we shall provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:

    a.  subject to 3, conform in all material respects with their description;
    b.  be free from material defects in design, material and workmanship; and
    c.  be fit for any purpose held out by us.

11.3 Subject to e 11.4, if:

    a.  you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in 11.2;
    b.  we are given a reasonable opportunity of examining the Goods; and
    c.  if we ask you to do so, you return the Goods to us at your cost,

we will, at our option and if we accept your warranty claim, repair or replace the defective Goods, or refund the price of the defective Goods in full together with the reasonable costs of returning the Goods to us if applicable. Subject to clause 11.4 this states your entire remedy for any defects in the Goods.

11.4 We will not be liable for breach of the warranty set out in lause 11.2 if:

    a.  you make any further use of the Goods after giving notice to us under 11.3;
    b.  the defect arises as a result of us following any drawing, design or specification supplied by you;
    c.  you alter or repair the Goods without our written consent;
    d.  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
    e.  in case of culpable non-observance of the operating instructions and maintenance instructions;
    f.  you do not allow us adequate time and/or the opportunity to carry out rectification work or replacement delivery;
    g.  you have used oils or lubricants or any other consumables of an unsuitable specification or other unsuitable equipment with the Goods;
    h.  you have used spare parts which have not been expressly approved by us; or
    i.  the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    j.  The Goods are consumables which have a specified life span which has been exceeded.

11.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in 11.2 to the extent set out in this 11.

11.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.

12. Our liability: your attention is particularly drawn to this clause

12.1 References to liability in this 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 If you use the Goods for resale purposes, then our responsibility and liability does not pass to any third party subject to clause 12.3 and we shall not be liable for any losses you may suffer to such third party.

12.3 Nothing in these Terms limits or excludes our liability for:

1.  death or personal injury caused by our negligence;
2.  fraud or fraudulent misrepresentation;
3.  breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
4.  any other liability that cannot be limited or excluded by law.

12.4. Subject to 12.3, we will under no circumstances be liable to you for:

    a.  any loss of profits, sales, business, or revenue;
    b.  loss or corruption of data, information or software;
    c.  loss of business opportunity;
    d.  loss of anticipated savings;
    e.  loss of goodwill;
    f.  any third-party claims; or
    g.  any indirect or consequential loss.

12.5 Subject to 12.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed a sum equal to 110% of the price of the Goods.

12.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

13. Termination

13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract and terminate your registration with immediate effect by giving written notice to you if:

    a.  you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
    b.  you fail to pay any amount due under the Contract on the due date for payment;
    c.  you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
    d.  you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
    e.  your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

13.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14. Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

    a.  we will contact you as soon as reasonably possible to notify you; and
    b.  our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

15. Communications between us

15.1 When we refer to "in writing" in these Terms, this includes email.

15.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

    a.  if delivered personally, on signature of a delivery receipt;
    b.  if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the working day after posting; or
    c.  if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16. General

16.1. Assignment and transfer.

    a.  We may assign or transfer our rights and obligations under the Contract to another entity.
    b.  You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

16.3 Severance. Each paragraph and sub paragraph of these Terms operates separately. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this 15.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision..

16.4 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

16.5. Confidentiality. The parties are obligated not to disclose to third parties any information and documents of the other party that become available to it in connection with the performance of this Agreement or to make them otherwise available to third parties. Each party shall take the necessary precautions in its sphere of operation to ensure compliance with the above obligations. These obligations shall apply in this respect and until the above-mentioned information or documents are demonstrably generally known without the intervention of the party obliged to maintain secrecy.

16.6. Governing law and jurisdiction. This Contract is governed by the laws of England and Wales and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.