Standard Terms of Business and Delivery
of HELO - Electronic GmbH
§ 1 Area of Application
1. The following terms of business shall apply to all contracts concluded by HELO-Electronic GmbH as seller of the goods in which it deals. All deliveries, services and offers shall be exclusively on the basis of these terms and conditions.
2. Any conflicting standard terms of business of a purchaser shall be non-binding for HELO-Electronic GmbH, even if not explicitly objected to. At the latest upon the receipt of the goods sold by HELO-Electronic GmbH, the latter’s terms of business shall be deemed to have been accepted.
§ 2 Conclusion of Contract
1. HELO-Electronic GmbH offers shall always be subject to change, unless an express declaration of consent to be bound is made.
2. . Orders are only binding for HELO-Electronic GmbH to the extent they are confirmed in writing by HELO-Electronic GmbH or are discharged by sending the goods. Verbal ancillary agreements or warranties of any kind beyond the written conclusion of the contract must always be confirmed in writing by HELO-Electronic GmbH. This also applies to an agreement relating to the revocation of the written form requirement of these terms of business.
§ 3 Delivery
1. Delivery dates or delivery times shall only be binding if they are confirmed in writing by HELO-Electronic GmbH. In the event of effective agreement on retroactive changes to the contract, the delivery date must always be agreed upon again..
2. In case of force majeure or other unforeseen events, which cannot be prevented with the of normal operations and my means of reasonable expenses, such as, e.g., energy and raw material shortage, strike or lockout, delay or absence of deliveries, there shall be no occurrence of default in delivery. The contractual obligations of the parties shall be suspended for the duration of the disruption and to the extent of the effect thereof. In this case, HELO-Electronic GmbH is entitled to postpone delivery of the goods by the duration of the hindrance plus a reasonable start-up time. If the delays resulting therefrom exceed the period of 6 weeks, both parties to the contract are entitled to rescind the contract with regard to the scope of services affected. There shall be no other claims. Changes to the import conditions created by the authorities shall authorize HELO-Electronic GmbH to rescind the contract. In the event of rescission for such reason, HELO-Electronic GmbH shall be obligated, at the request of the purchaser, to conclude a new purchase contract with contents adapted to the amended conditions.
3. Delivery periods shall be extended by the period during which the purchaser is in default with its contractual obligations – in the case of an ongoing business relationship, including those under other contracts.
4. In the event of failure to meet a contractual delivery period by reason of fault, there shall be a delay in delivery on the part of HELO-Electronic GmbH only after a reasonable period of grace has been granted.
5. Call orders are automatically delivered after the expiration of one year.
§ 4 Prices
1. Absent agreements to the contrary, the prices contained in the offer shall include delivery ex works plus VAT at the statutory rate in effect from time to time, without packaging.
2. The prices in effect on the day of delivery shall always apply to the calculation. If these are higher than at the conclusion of the contract, the customer shall be entitled to rescind the contract within 14 days after notification of the price increase, with respect to the quantity not yet accepted.
3. For price quotes with an EC customs rate, HELO-Electronic GmbH shall be entitled to make the invoicing, in deviation from the purchase contract, in accordance with the amended customs regulations if the applicable EC customs rate increases between the date of transfer and the date of delivery. This shall apply only to the extent that HELO-Electronic GmbH was not aware of the new customs rate at the time of the making of the offer. For quota products from countries of origin enjoying preferences for imports into the EC, the foregoing shall apply analogously.
§ 5 Transfer of risk
1. Dispatch route and means of transport shall, unless otherwise agreed, be at the choice of HELO-Electronic GmbH.
2. If the dispatch of the goods is delayed at the request, or due to the fault, of the purchaser, the goods shall be stored at the expense and risk of the purchaser. In addition, the risk shall transfer to the purchaser, upon the transfer of the goods to a shipper, freight forwarder, a dependent carrier used or any other person designated for transport, no later than upon leaving the warehouse of HELO-Electronic GmbH. The goods will be insured against transport damage only at the explicit request, and at the expense, of the purchaser.
§ 6 Warranty and Liability
1. All information on the suitability, workmanship and use of the products sold by HELO-Electronic GmbH, technical advice and other information shall be on its best of knowledge, but shall not release the purchaser from its own tests and trials.
2. The purchaser must promptly examine the delivered goods – including, to the extent reasonable, by means of a sample testing - upon receipt for deficiencies regarding the condition and purpose of use, otherwise the product shall be deemed approved.
3 Complaints will only be accepted if they are submitted in writing within 8 days of receipt of the goods - in the event of latent defects, after the discovery thereof, but no later than 6 months after receipt of the goods – including supporting documents..
4. The warranty obligations of HELO-Electronic GmbH shall be limited to replacement, conversion or reduction, at the option of HELO-Electronic GmbH. Rejected goods may only be returned with the express consent of HELO-Electronic GmbH. Other or more extensive warranty claims of the purchaser are excluded. The warranty of HELO-Electronic GmbH is also excluded for such products, which are no longer present unchanged or which were not used in accordance with normal conditions of use. Any warranty of HELO-Electronic GmbH with respect to persons other than the purchaser, in particular customers of the purchaser, is excluded.
5. No warranty is assumed for the usability of the goods for the purpose intended by the purchaser.
6. To the extent legally permissible, the obligation of HELO-Electronic GmbH for the payment of damages shall, irrespective of the legal basis, be limited to the invoice value of the quantity of goods delivered by HELO-Electronic GmbH and directly involved in the incident causing the damage. This shall not apply to the extent that HELO-Electronic GmbH is liable without restriction on the basis of mandatory legal provisions by reason of intent or gross negligence.
§ 7 Terms of Payment
1. All invoices shall be payable, net, within 30 days after the date of the invoice.
2. The delivery of bills of exchange requires the consent of HELO-Electronic GmbH, the fees and costs, as well as the risk of timely presentation and protest, of which shall be borne by the purchaser.
3. If the delivery is delayed at the request of the customer, invoicing shall be at the time of readiness to deliver.
4. If the payment deadline is exceeded, interest shall be charged at the normal bank rate for debit interest, but at least 3% above the Bundesbank discount rate from time to time, under reservation of claims for additional damages.
5. In the event of a delay in payment and justified doubts as to the solvency or creditworthiness of the purchaser, HELO-Electronic GmbH shall - without prejudice to other rights – be entitled to demand collateral or advance payments for outstanding deliveries and to make all claims arising from the business relationship immediately payable.
6. Only undisputed and legally established claims shall entitle the purchaser to set-off or retention of the goods.
§ 8 Export Control Regulations/Resale
The export from the Federal Republic of Germany, and the resale or export to enterprises of the nuclear industry or for nuclear purposes, of goods delivered by HELO-Electronic GmbH shall only be possible with the consent of the Federal Office of Commercial Economy in Eschborn/Taunus and the Office of Export Control in Washington DC 20230.
§ 9 Headings
Headings in these standard business terms serve solely the purpose of easier readability, but do not bindingly reproduce the content of the provisions following.
§ 10 Retention of Title
1. HELO-Electronic GmbH shall retain the title to all goods delivered by it until complete payment of its claim from the business relationship by the purchaser. The purchaser shall be entitled to process and sell the goods in the ownership of HELO-Electronic GmbH in the context of its duly conducted operations. It is not, however, authorized to dispose of such goods in any other way - for example, by pledge or security. The purchaser must promptly notify HELO-Electronic GmbH by registered letter of any enforcement measures affecting the goods of HELO-Electronic GmbH in the possession of the purchaser. If the purchaser is in breach of contract, in particular by default of payment, HELO-Electronic GmbH shall be entitled to take back the goods subject to retention of title. Such taking back of the good shall not constitute a rescission of the contract.
2. The retention of title shall extend to products arising from the processing, mixing or incorporation of the goods delivered by HELO-Electronic GmbH at the full value thereof, whereby HELO-Electronic GmbH shall be deemed the manufacturer. If, in the event of processing, mixing or incorporation with goods of third parties the ownership right of which exists, HELO-Electronic GmbH shall acquire joint ownership in proportion to the invoice values of such processed goods.
3. The purchaser hereby assigns to Helo-Electronic GmbH, as security, the claims against third parties arising from the resale, in total, or in the amount of any joint ownership share of HELO-Electronic GmbH (cf. number 2). It shall be entitled to collect the same until revocation or the cessation of its payments to HELO-Electronic GmbH for the account of the latter. The purchaser shall not be entitled to assign such claims, even for the purpose of collection of claims by means of factoring, unless there is simultaneously established obligation of the factor to pay directly to HELO-Electronic GmbH the consideration in the amount of the proportionate claim of HELO-Electronic GmbH, for as long as there are claims HELO-Electronic GmbH against the purchaser.
4. If the value of the collateral exceeds the claim of HELO-Electronic GmbH by more than 20%, HELO-Electronic GmbH shall, at the request of the Purchaser, release collateral of its choice.
§ 11 Partial Voidness
The voidness of individual provisions in these Standard Business Terms shall not result in the invalidity of the entire contract.If one of the above provisions shall be ineffective, there is agreement that an effective provision that is as close as possible thereto shall be deemed to have been agreed upon and that the foregoing provisions shall remain unchanged otherwise.
§ 12 Place of Performance, Venue, Applicable Law
The place of performance and exclusive venue for deliveries and payments (including complaints relating to checks and bills of exchange) as well as for all disputes arising between the parties shall, to the extent the purchaser is a registered merchant, a legal person under public law or a public-law special fund, be the registered office of HELO-Electronic GmbH or, at the option of HELO-Electronic GmbH, a court applied to by the latter in the country of the purchaser, if the latter has its seat abroad. Solely the law of the Federal Republic of Germany shall be deemed to be agreed upon, even if a mandatory foreign venue required.
General terms & conditions of Helo Electronic GmBH apply.