TERMS & CONDITIONS

 

Only for information – Legally binding is the original German version General Terms and Conditions of Sale and Delivery

 

 

 

 

 

 

 

PDF Download (German version)

 

 

I. General Provisions

The provisions of the contract between us, Helion GmbH, and our customers solely underlie these general terms and conditions. Our

offers are exclusively meant for entrepreneurs in the sense of Sections 14 BGB (Civil Code). Deviating business terms of the client,

even if they are known to us, will not become a part of the contract. Our offers are always subject to change without notice. Our

General Terms and Conditions of Sale and Delivery are considered accepted upon placement of order, at the latest upon receipt of

goods. These General Terms and Conditions of Sale and Delivery apply in the case of repeated business relations also for all future

transactions.

 

II. Conclusion of the Contract and Prices

1. By ordering merchandise, the client bindingly declares that he wants to buy the merchandise ordered. He will be bound to this

statement for two weeks. We are entitled to accept the offer of a contract underlying the order within two weeks upon receipt of

the latter by us. The acceptance may be declared in writing, electronically, or by delivery to the client.

 

2. The obligations in electronic commerce according to Section 312e par. I sentence 1 Nos. 1 to 3 and sentence 2 BGB are

excluded.

 

3. The conclusion of the contract takes place subject to the correct and timely delivery by our sub suppliers to us. This applies only

in case we are not responsible for the non-delivery, especially in case of the conclusion of a congruent hedging business

transaction with our sub suppliers. The client will be informed about the nonavailability of the product without delay and the

equivalent, insofar as already paid, will be reimbursed immediately.

 

4. The agreed prices apply by conclusion of the contract. All contractual financial obligations are to be fulfilled solely in EURO.

 

5. Prices are understood to be net as ex factory or supply depot. Freight, packing and import costs, customs duties and other

additional taxes are payable by the purchaser. Domestic deliveries within Germany are free of freight and packing from a net

value of merchandise of 1.000,- EUR upward.

 

III. Period of Delivery and Supply Commitment

1. Our written or electronic order confirmation is decisive for extent, type, and date of the delivery. Partial shipments are allowed.

 

2. A liability in meeting delivery deadlines determined as binding shall only be accepted under the condition of undisturbed flow of

operations and distribution, in particular in cases of acts of God and other disruptive events at our facilities or those of our

suppliers or transport contractors, for example operational or traffic disruptions, fire, flooding, labor-, energy-, or traffic

shortages, strikes, lockouts, official measures as well as technical or technological situations that considerably aggravate the

execution of the contract, release us from liability in punctual delivery or give us the right to stop delivery without obligation for

subsequent delivery.

 

3. If not agreed otherwise, we have the right to deliver earlier than the delivery deadline. As well as, if not agreed otherwise, a

delivery on our part of a maximum of two weeks after delivery deadline is not behind schedule.

 

4. Delivery deadlines are considered met when the goods have left the works or dispatch depot or the purchaser has received notice

by expiration of the deadline of our readiness to deliver. Subsequent alteration of contract is cause for a reasonable extension of

delivery deadlines.

 

5. In the case of contracts whose performance consists of several deliveries, non-performance, defective or delayed performance of

one delivery remains without influence upon the other deliveries of the contract.

 

6. Default of payments, application for the opening of an insolvency proceeding, handing in of a state meant in lieu of an oath of

disclosure in accordance with § 807 ZPO, temporary shortage of liquid funds, or public knowledge of a considerable

deterioration of the financial circumstances of the purchaser entitles us to stop deliveries immediately and to deny performance of

current contracts. At the same time we are entitled to make immediately due and payable those accounts receivable from the

ordering company which are not due yet.

 

IV. Shipment, Passage of Risk

1. Packing, shipping route and method of transportation remain at our discretion unless special agreements have been made.

 

2. The risk of accidental loss and accidental deterioration of the merchandise will pass over to the buyer upon handing it over, in

case of a mail order purchase upon delivery of the matter to the forwarding agent, the carrier, or another person or institution

determined to execute the shipment.

 

3. Merchandise out of call orders shall be accepted within 3 months after issuance of the acknowledgment of order, unless

otherwise agreed.

 

4. Insurance against breakage and transportation risks is only taken out upon special request and will be billed.

 

5. Customs duties and other expenses, also the costs for payment of the necessary papers for import into country of destination, are

payable by the purchaser.

 

V. Payments, Terms of Payment

 

1. Invoicing are payable:

a) within 14 days from date of invoice with 2% cash discount of the invoice end value;

b) within 30 days from date of invoice without cash discount of the invoice end value.

 

2. Cash discount is only granted when all payment commitments out of earlier deliveries have been fulfilled and the invoice amount

has been punctually paid to us in cash or has been credited to our account by the aforementioned due dates. the drawing of a bill

of exchange can thus not lead to the granting of a cash discount. In case of cashless payment, especially when a check is

submitted, the date of the credit entry will by decisive. A cash discount cannot be granted in the case of payment or credit entry

with limiting conditions or any other restrictions. The purchaser assumes all risks of method of payment. Invoices for tools are

subject to immediate payment without cash discount.

 

3. Bills of exchange and checks are only accepted on account of payment. Corresponding credit entries are made only under the

limiting condition of correct receipt of the complete amount due. We reserve the right to take in external or own acceptances.

Costs and discount expenses are payable by the purchaser. We assume no responsibility for submission and protest. Protest

imposes against the purchaser's own bills of exchange or non-immediate repayment of protested external bills of exchange

entitles us to return all bills in circulation. At the same time we are entitled to make immediately due and payable those accounts

receivable from the ordering company which are not due yet. Post-dated checks are not accepted.

 

4. Interest on defaulted payment of 8% over the discount rate of the German Central Bank referred to in § 247 BGB shall be

charged in the case of missed payment dates. The right of assertion of further damages caused by delayed performance and other

claims remains reserved.

 

5. Advance and part payments are not subject to interest.

 

6. The purchaser is only entitled to offset or withhold payment of his counterclaim is undisputed or has been determined legally

binding. The client may execute a right of retention only if his counterclaim is based on the same contractual relationship.

 

7. Customer and invoice numbers are to be given by the purchaser when invoices are balanced. Delays or incorrect booking

resulting from failure to do so are payable by the purchaser.

 

VI. Retention of Ownership, Factoring

1. The delivered goods remain our property until payment of all claims has been received. The purchaser has the right to resell the

proviso goods within the scope of proper and orderly course of business; however, a pledge or transfer by way of security is not

permissible. The purchaser is required to ensure our rights in the case of resale of proviso goods on credit.

 

2. The accounts receivable by the ordering company based on its resale of the merchandise subject to reservation are transferred to

us in the amount of the invoice value at this time already; we hereby agree to accept this transfer. Regardless of the assignment,

the purchaser retains the right to collect payment under the condition that he fulfills his responsibilities to us according to the

underlying contractual relationship and does not fall into financial decline. Otherwise the purchaser must provide the information

about the assignment necessary for collection upon our demand and notify his debtors of the assignment. In this case we reserve

the right to collect the accounts receivable by ourselves.

 

3. A possible finishing or processing of the merchandise sold subject to reservation will always take place on our behalf and by

order for us, without any obligations resulting for us from this, however. In the case of processing of proviso goods with other

goods not belonging to us, we are entitled to the co-owner portion of the resulting product corresponding to the value of the

proviso goods in relation to the other processed goods. Insofar as here and following the value of the proviso goods is to, it

results out of our invoice value.

 

4. Should the purchaser acquire sole ownership of the new product according to § 947 par. 2 BGB, so is it agreed that the purchaser

grants co-ownership in the proportion of the value of the processed, attached, or mixed proviso goods, and that he protects these

rights free of charge.

 

5. In the case of resale of the proviso goods together with other goods, regardless of with or without processing, attachment or

mixing, the assignment in advance agreed to above is valid only to the extent of the value of proviso goods that were resold

together with the other goods. We are obligated to release on demand the securities entitled as provided above, when the value

exceeds secured payments by 20%.

 

6. The purchaser must immediately notify us and provide the material necessary for an intervention in the case o compulsory

execution by third parties against the proviso goods or the advance assigned claims. Intervention costs resulting there form are

payable by the purchaser.

 

7. The ordering company has to adequately insure the merchandise sold subject to reservation against fire and burglary and has to

prove this to us on demand.

 

VII. Warranty

1. The warranty period is 1 year from the dispatch of the merchandise. This will not apply if the client has not reported the defect to

us in time in the meaning of item 3 of these provisions.

 

2. First of all, we shall remedy a defect or make a substitute delivery at our discretion. In case of failure to rectify defects or to

substitute deliver, the customer can demand rescission of the contract or reduction of compensation. In case there is only a minor

contract violation, especially if there are only minor defects, the client will not have the right of cancellation, however.

 

3. The customer must notify us in writing of any obvious flaws immediately, at the latest within 7 days after receipt of goods, and

must refrain from any eventual working of protested goods. Otherwise the warranty is excluded. The timely dispatch will suffice

for the observance of the warranty deadline. The full burden of proof for all claim prerequisites rests with the ordering company,

especially for the defect itself, for the date of the establishment of the defect, and for the timeliness of the complaint about the

defect.

 

4. Defects which could not be ascertained within this time span despite careful inspection are to be reported to us in writing

immediately upon discovery.

 

5. If the client opts for a withdrawal from the contract because of a legal imperfection or a physical defect aber a failed subsequent

fulfillment, then he will not be additionally entitled to a claim for compensation because of the defect. If, after a failed

subsequent fulfillment, the client opts for the compensation of the damage, then the merchandise will remain with the client if

this can be expected of him. The compensation is restricted to the difference between the purchase price and the value of the

defective product.

 

6. Goods which we have replaced become our property.

 

7. Claims cannot be made for damages that resulted from the customer culpably:

a) improperly handling or over stressing the purchased item or

b) altering the purchased item in an unapproved manner or

c) not following the instructions of the mounting or operating manual or

d) not observing the complaint and delivery responsibility according to Points 3 and 4 above or

e) further using the purchased item after ascertaining the defect.

f)Natural wear and tear is excepted from the warranty.

 

VIII. Liability

1. In case of simply negligent violations of obligations our liability will be restricted to an average damage predictable for the type

of merchandise, typical for such a contract, and immediate. This also applies in case of simply negligent duty violations of our

legal representatives or employees. We shall not be held liable in case of a simply negligent violation of nonessential contract

obligations.

 

2. The liability by virtue of warranted properties as well as due to product liability remains unaffected; the same applies in case of

bodily harm or health impairment attributable to us or in the event of loss of life of the client.

 

3. Compensation claims of the client because of a defect will superannuate after one year from the delivery of the merchandise to

the client. This will not apply if we may be charged with gross negligence as well as in case of bodily harm or health impairment

attributable to us or in the event of loss of life of the client.

 

4. The liability for further damages is excluded.

 

IX. Returns

Properly ordered and delivered goods shall in brad principle not be taken back. Returns that have been arranged with us are the

exception. In addition, the following prerequisites must be met:

1. the products must have been acquired directly from us or from one of our works depots;

 

2. flawless and unaltered condition of the goods;

 

3. in principle, return shall only be possible when the articles in question are still in the program of delivery;

 

4. return shipment must be "free domicile" to the appropriate works depot with accompanying delivery note date and number.

 

5. In case of return of as good as new merchandise, dependent on the age of the goods there will be a value reduction; in each case

separately, the value reduction is to be stipulated with us. Technical inspection and completion of the credit slip shall be carried

out under consideration of eventual value reduction upon receipt of the articles. Freight costs, insofar as any occurred to us for

the original shipping, reduce the remaining value.

 

X. Industrial Property Rights and Non-disclosure Agreements

1. The ordering company is held liable to us for the exemption from industrial protection rights of third parties on custom-made

articles ordered, indemnifies us against any possible claims of third parties and has to reimburse any damage to us possibly

resulting from a violation of this obligation.

 

2. Our designs and design proposals are to be kept confidential and may not be passed on to third parties.

 

3. All drawings, construction plans, and samples which the ordering company has received, will remain our intellectual property.

 

4. Due to order trends, Rights of Use and Non-disclosure Agreements negotiated separately for each case apply.

 

XI. Place of Fulfillment, Jurisdiction, and Other Agreements

1. On principle, the product description of the manufacturer is understood to be decisive for the characteristics of the goods. Public

statements, sales talks, or advertisements made apart from this do not represent a contractual description of the characteristics of

the goods. Samples and specimens serve as approximate illustrative articles for quality, measurements and color. Legal claims

cannot be inferred from this. Technical changes as well as alterations in shape, color, and/or weight are reserved within the scope

of what may be expected of a client.

 

2. If the client receives a faulty assembly instruction, we shall only be obliged to furnish a faultless assembly instruction, and this

only if the fault of the assembly instruction is in contradiction with a proper assembly.

 

3. The client does not receive warranties in the legal meaning from us; warranties of the manufacturers will remain unaffected by

this.

 

4. Place of fulfillment for our deliveries ex works is the delivery works, for delivery ex storage the warehouse. Place of fulfillment

for all payments is Duisburg/North Rhine-Westphalia, Germany.

 

5. The exclusive place of jurisdiction for all litigations from this contract is Duisburg/North Rhine-Westphalia, Germany. This

applies to lawsuits based on a check or bill of exchange, too.

 

6. The Law of the Federal Republic of Germany is governing these provisions. The provisions of the UN Purchase Law are not

applied. The wording of the German-Language version of our "General Terms and Conditions of Sale and Delivery" only is

decisive for these General Business Terms.

 

7. Additionally applicable are the special terms of our products published with the appropriate price lists.

 

8. The ordering company itself is responsible to examine the goods for the intended final usage.

 

9. German Law (BDSG) requires us to inform you that all data of our clients are electronically saved.

 

XII. Severability Clause

Should any individual provisions in the General Terms and conditions of Sale and Delivery be or become invalid, either in part or in

full, or impracticable, this will not affect the validity of the other provisions. The invalid or impracticable provision will be replaced

by a ruling that is as close as possible in economic purpose to the invalid or impracticable provision in a legally effective and

practicable form.

 

 

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