Terms and Conditions

Terms and Conditions

HELPLINE GmbH: General terms and Conditions of payment and supply

I Scope
(1) The following terms and conditions apply for all contracts concluded between HELPLINE GMBH and you as the CUSTOMER (in the following “CUSTOMER”) on the delivery of goods and software. They apply for all future business relationships, even if not explicitly agreed upon. Differing terms & conditions of the CUSTOMER that HELPLINE does not explicitly accept are not binding, even if we do not contradict them explicitly.
(2) If a provision of these General Terms & Conditions is or becomes ineffective or not executable, this does not affect the effectiveness of all other provisions.

II Conclusion of Contract / Period of Commitment / Time Limit
(1) VALIDITY OF QUOTATIONS
If not specified differently in the quotation, quotations are normally valid for 30 days from the date of submission. However, HELPLINE reserves the right to withdraw its offer at any time before the Purchase is commissioned by the Client.
(2) CONCLUSION OF THE CONTRACT
The contract of sale concerning the article(s) selected by the CUSTOMER shall be concluded when HELPLINE accepts the order by notification. Confirmation of receipt of the order shall not constitute the conclusion of a contract.
If no delivery date is explicitly specified the delivery period shall begin with the conclusion of the confirmation of the order but not before all official formalities are completed, any payments due upon conclusion of contract made, any and all securities furnished as agreed and any other preconditions duly fulfilled.
The delivery period is deemed to be fulfilled if HELPLINE has already confirmed readiness to dispatch the goods or if the goods have already left HELPLINE’s premises.
The delivery period may be extended for a reasonable length of time if a delay is due to circumstances arising from industrial disputes, or other cause for which HELPLINE is not responsible, including strikes or lockouts interferes with meeting deadlines (“disturbance”), deadlines shall be extended by the duration of the disturbance, including a resumption phase as required.
The Party within whose area the disturbance occurs shall inform the other Party immediately of the cause and duration of the postponement. The mentioned disturbances also include the work of subcontractors or third party material providers. The mentioned circumstances are also not our domain of responsibility if the delay is caused after previous deadlines already expired.
Partly delivery inside the delivery period shall be permitted in the case that they do not constitute any disadvantages in product usage.

III. Scope of Delivery
The Scope of Delivery will be specified by written order confirmation, confirmation of contract or individual agreements attached.
helpLine shall be permitted to change construction, composition, software, code or form of contracted goods during the period of delivery for reasons of either technical enhancement or compliance with laws and regulation provided the delivered product is not essentially changed and the changes are reasonable.

IV. Cancellation costs
The buyer shall be obliged to pay the amount specified by the contract minus the efforts not yet realized by HELPLINE in the event of the buyer’s unjustified cancellation of contract. HELPLINE may claim an additional 10% of the purchase price as compensation for benefits not realized which will not affect its other rights of compensation or indemnity. The buyer has the right to proof a lesser value.
If services of helpLine outside the helpLine business premises are rendered and the customer does not decrease at least 24 man-hours contiguous, helpLine is entitled to invoice a travel time allowance of 300, – € as travel time compensation plus the other agreed utilities. This also applies to services that are offered including additional costs.

V. Packaging and Dispatching
Packaging will be billed and becomes property of the CUSTOMER. Delivery cost and packaging will be invoiced separately. Choice of Carrier will be made on HELPLINE’s discretion.

VI. Delivery, Transfer of Risk
The CUSTOMER shall take receipt oft ordered goods upon delivery. If not otherwise mentioned delivery takes place on helpLine’s premises.
The buyer shall be entitled to verify the ordered goods during a period of 14 days after notice of readiness or other notification to dispatch on the location of handover. The buyer has the obligation to receive the delivered goods in the same period unless the buyer is temporarily unable to receive without being at fault.
The Risk transfers to the buyer on delivery. In the event of delivery by dispatch on request by the CUSTOMER risk shall transfer to the CUSTOMER no later than handover of the product to the first carrier. In the event of the buyer refusing to accept delivery the risk of loss or degradation by chance transfers to the buyer at the moment of refusal of acceptance.
4. In case of services requested to locations outside helpLine‘s regular office locations and where the amount of requested service hours is inferior to 24 man-hours helpLine shall bill a travel flat rate of EUR 300,- excluding VAT and other costs of provisioning instead of submitting a detailed travel summary.

VII. Price Changes
Price changes shall be permitted if the time span in between acceptance of contract and delivery exceeds more than 4 month. In the event of increase in salaries, increase of costs of underlying materials or market prices in that period, helpLine shall be entitled to adjust the price accordingly. The buyer is only entitled to cancel the contract if the increase in the product price is significantly above the general increase in living costs in the same period.
If the buyer is a commercial businessperson, legal entity of public law, or a public legal fund the period for the price adjustment period in between purchase and accepted delivery may be applied if it exceeds more than 6 weeks.

VIII. Defects
The buyer has a right to claim repair of defects for a period of 12 month after acceptance of delivery. A defect is only valid if the underlying source code itself impairs significantly the value or the serviceability of the product, unless the products usability has been explicitly guaranteed for a specific Hard- or Software environment. In the event that HELPLINE is unable to comply with the guarantee by eliminating the underlying source code error and further attempts of repair are not acceptable the buyer shall be entitled to choose cancellation or partly refund instead of further repair.
Rights of recourse shall depend on whether the CUSTOMER has complied with its obligations to notification of defects.
The guarantee shall cover neither natural wear nor damages incurred as a result of incorrect or negligent handling or failure to use the product in accordance with its specifications or the contract including but not limited to interference with the product or modifications thereto by the CUSTOMER or third party.
In no case shall the liability exceed the provisions mentioned under §IX.

IX. Retention of Title
HELPLINE shall retain title to all goods until receipt of full payments for amounts due under the delivery contract.
HELPLINE shall be entitled to claim return of delivered goods if the CUSTOMER fails to meet its contractual obligations
particularly failure after reminder to comply with payment periods shall oblige the CUSTOMER to return delivered goods.
Exercising return of and /or seizure of delivered goods does not constitute cancellation unless explicitly confirmed in writing by HELPLINE or otherwise enforced by German law.
If the CUSTOMER is a commercial businessperson, legal entity of public law, or a public legal fund the additional shall apply:
The CUSTOMER shall be entitled to resale of the goods delivered in the ordinary course of business. Nonetheless, he hereby agrees to assign any and all claims to the amount of the purchase price (including VAT) agreed between ourselves and the CUSTOMER as may accrue to the CUSTOMER from such resale, irrespective of whether the goods delivered are being resold without or after further processing.
Unless revoked by HELPLINE, the CUSTOMER shall be entitled to collect such receivables after they have been assigned. This provision shall apply without prejudice to our right to collect such receivables ourselves. Nonetheless, we agree not to collect any such receivables as long as the CUSTOMER meets his obligation to pay as agreed and payment is not delayed. In the latter case, however, we shall be entitled to request the CUSTOMER to give notice of the claims thus assigned and to disclose the names of the debtors concerned, to furnish any and all information required for collection, to provide documentation relevant thereto and to inform the debtors (Third Parties) of such assignment accordingly.
Any processing or conversion of the goods by the CUSTOMER is deemed to be effected for the benefit of HELPLINE. In the event that the goods delivered are combined with other objects not owned by us, we shall possess co-ownership in the new objects equivalent to the proportion of the value of the goods delivered to the other objects processed at the time of processing.
The CUSTOMER shall safe keep the joint title on our behalf.
The CUSTOMER shall neither pledge nor transfer the goods delivered by way of security. The CUSTOMER shall be under the obligation to immediately notify HELPLINE of any attachment, seizure or other pledging by Third Parties and to furnish any and all information and documentation as may be required to protect HELPLINE’s rights. Executors and/or Third Parties shall be notified of HELPLINE’s ownership accordingly.
We agree to release any collateral securities due to us on the CUSTOMER’s request to the extent the value thereof exceeds, by more than 20%, the debts to be secured and for which payment is still outstanding.

X. Liability
We shall assume liability for any other damages incurred by our contracting partners only if and when caused by intent or gross negligence on the part of HELPLINE, one of his legal representatives or other persons employed in pursuing their duties. In all other respects, any claim for damages as may be filed by our contracting partner for violation of duties, unlawful acts or other legal grounds shall be excluded. The provisions regarding any exemption or limitation of liability shall also apply to the personal liability of our staff members and persons employed. In any case, the aforementioned exemption from liability shall also refer to indirect damages though shall not apply to any claims lodged on the basis of the German law on product liability.
a) If and when the damage has been caused on account of ordinary negligence, our liability shall be limited to the infringement of substantial contractual obligations particularly relating to contract-specific and reasonably foreseeable damages.
b) Our liability for personal injury is covered by existing liability insurance to the maximum amount of EUR 2 Mio. In case of damage to material or property the claim shall not exceed the total of EUR 750.000,00 for each case.
We shall remedy defects in data media by replacing the defective unit with one that is in perfect working order. With respect to the procurement of data medium material, the replacement duty shall not include expenditure incurred in the replacement or restore of lost data and information.
c) The period of limitation for any and all claims filed shall expire one year after delivery. This does not include claims caused by culpable or gross negligence on the part of HELPLINE, one of his legal representatives or other persons employed in pursuing their duties.
Any further rights in relation to defects and damage other than those contained in this Contract for whatever reason whatsoever are excluded particularly in relation to any claims due to interruption of production, loss of profit, loss of data or information or incidental damage due to breach of any duty arising from a debtor relationship, any tortuous acts as well as any defects existing at the time of the conclusion of the Contract.

XI. Terms of payment
If not otherwise mentioned the goods shall be invoiced together with contracted, related service fees at the time of dispatching the goods.
All invoices shall be made without any deductions or discounting bank fees. Money transfers shall be delivered in favor of HELPLINE to the bank and account detailed in the invoice.
Cheques and bills of exchange shall be accepted as a valid form of payment only after they have been formally honored and after deduction of any bank and service fees. Bills of exchange shall only be accepted with our prior written approval.
In case of default of payment, we are entitled to charge interest on such defaulted payments amounting to at least 8% above the basic interest rate applicable at the time of such default without having to furnish evidence of any damage caused by delayed performance.. The interest can be assessed at a higher rate if HELPLINE proves charge at a higher interest rate.
Any default on the part of the CUSTOMER exceeding 14 days shall, upon fruitless expiry of a second grace period of 14 days granted along with pertinent notification to this effect, entitle us to withdraw from the contract or claim damages for nonperformance. Without the need of rendering any proof thereof, our claim for damages shall amount to 30% of the net value of the goods. However, this provision shall not exclude our right to claim compensation for damages in excess thereof. The second grace period is not necessary if the CUSTOMER denies acceptance of delivery or if it is obviously evident that the CUSTOMER is unable to comply with its obligation of payment.
Setting off any of our claims against counterclaims raised by the CUSTOMER and contradicted by us shall not be admissible neither is discounting from the total of the invoice to balance against such claims.
Export control regulations
In the event that the goods are intended for export, the CUSTOMER shall be under the obligation to check the unlimited release of the delivered goods for export. CUSTOMER shall be responsible to comply with these export regulations until the goods have reached the end user. Any violation of these regulations shall be liable to prosecution.

Export control regulations
In the event that the goods are intended for export, the CUSTOMER shall be under the obligation to check the unlimited release of the delivered goods for export. CUSTOMER shall be responsible to comply with these export regulations until the goods have reached the end user. Any violation of these regulations shall be liable to prosecution.

XII. Place of performance and Jurisdiction
Jurisdiction
The agreement shall be governed by the law of Switzerland, without recourse to the UN Convention on Contracts for the International Sale of Goods, even if the CUSTOMER places an order from abroad or if goods are delivered to an address outside of Switzerland. If the CUSTOMER’s legal domicile or usual place of residence is outside Switzerland, the place of jurisdiction for any claims arising from the order shall be Switzerland. HELPLINE shall also be entitled to bring an action at the general place of jurisdiction of the CUSTOMER’s main offices.

XIII. Other criteria
Any transfer of rights or obligation resulting from contracts with HELPLINE shall not be valid unless confirmed in writing.
In the event of inconsistencies in between the English and German Version of the helpLine General Terms and Conditions, the German version shall prevail.