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© Copyright 2003-2023 Helion GmbH, Duisburg, Germany
All rights reserved
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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
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
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
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
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
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.
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
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
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.
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
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.
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
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
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