Terms & Conditions
1. Standard Conditions of Sale and Delivery
These T&C are valid only if you deal with Heliocentris Energiesysteme GmbH or Heliocentris Energy Solutions AG or P21 GmbH (Berlin or Munich)
Section 1 - Validity:
The following Standard Terms and Conditions shall apply only for business transactions with business enterprises and businesspeople, legal entities under public law, and public separate estates. All our sales and deliveries shall be governed by the following Standard Conditions of Sale and Delivery. Other terms and conditions – in particular the customer's Standard Conditions of Purchase – shall only have validity by way of exception, and this must be expressly confirmed by us.
Section 2 - Conclusion, performance and termination of contracts:
1. A contract shall be deemed to have been concluded, if
a) We receive a corresponding written order o the basis of its offer,
b) We send an acknowledgement of order after receiving a written order, or
c) a written contract is signed by both parties to the contract.
2. Illustrations, drawings and details on weights and measurements in our catalog shall not be deemed to be binding. We reserve the right to modify the design and construction of our devices in the interests of further development, as far as such modifications are reasonable considering our interests. In the event of delay in delivery caused by force majeur, e.g. fire, strike or lockout, at our company or one of our suppliers, the delivery period shall be extended accordingly; this shall not give the customer the right to rescind the contract. Should performance of the contract become impossible due to force majeur, both parties to the contract shall be entitled to rescind the contract without further claims for damages. This shall also apply in the event of late delivery to us by our suppliers for which we are not responsible.
3. Penalties for delayed performance or nonperformance shall be excluded.
4. In case of a termination of the contract pursuant to §§ 649 or 627 German Civil Code (BGB), We shall be entitled to half of the agreed costs, if the work has not yet been commenced. The proof of a substantially lower damage shall be reserved for customer. We reserve the right to claim a higher damage.
Section 3 - Delivery:
1. The agreed delivery periods and dates shall be always deemed to be approximate, unless a firm date has been expressly agreed.
2. In the event of excusable operational delays (e.g. caused by force majeur) at our company or our suppliers, the delivery period shall be extended accordingly; this shall not give the customer the right to rescind the contract. Penalties for late delivery shall be excluded.
3. We reserve the right to withhold services, as far as preliminary services of the customer or third parties have not been delivered in accordance with the respective agreement. The customer shall indemnify us for resulting damages.
4. Part deliveries shall be permissible.
5. Orders shall always be shipped ex-works (Incoterm EXW) on the customer's account and at the customer's risk. We are free to choose the carrier. We shall only liable for the accidental loss of the goods until they have been readied for the Carrier ex-works. Separate flat charges shall be made for shipping, packing and delivery insurance. Delivery insurances have to be ordered expressively by the buyer.
6. Should the parties have agreed on the installation of the goods within the customer’s premises the risk of accidental loss shall vest with the customer from the delivery of the goods to the premises of the customer, even if the customer has not yet approved the delivery and the services.
Section 4 - Installation and Assembly:
1. Unless otherwise agreed the following provisions shall apply to a possible installation and assembly:
2. The customer shall be responsible for and provide the following in a timely fashion and at its own expense: (a) all soil, construction and other ancillary work outside of our scope, including any required skilled and assistant workers as well as building materials and tools; (b) equipment and materials necessary for installation, assembly and commissioning materials, such as scaffolding, lifting equipment and other devices, fuels and lubricants, (c) energy and water at the point of use including the connections, heating and lighting, (d) sufficiently sized, suitable, dry and lockable areas at the assembly location for the storage of machine parts, equipment, materials, tools, etc. and appropriate work and dayrooms for the installation staff, including sanitary facilities appropriate to the given circumstances; in all other respects the customer shall be required to take those measures that the customer would normally take in order to protect the customer’s own property in order to protect the our property and the installation staff at the construction site, (e) protective clothing and safety devices required due to the special circumstances of the assembly site, (f) any required permits.
3. Prior to commencement of installation and assembly the customer shall provide the required information with regard to the location of concealed power, gas, water lines or similar systems as well as the necessary statistical data without special request. The same shall apply to information concerning local, national and international safety regulations (in English) which are to be taken into consideration. The customer shall designate a person to contact on location with regard to safety matters and when it comes to dealing with authorities.
4. Prior to installation or assembly the provision of materials and items required for commencement of the work shall be at the installation or assembly location and any preliminary work must have progressed so far prior to beginning of installation or assembly that installation or assembly may be begun in accordance with the agreement and performed without interruption. Approach roads and the installation or assembly location must be smoothed and vacated.
5. In the event that installation or assembly is delayed by circumstances for which we may not be held responsible, then the customer shall to an appropriate extent bear the costs of any waiting periods and additionally required travel by the assembly personnel.
6. The customer shall immediately provide us with acknowledgement of the respective working hours required by the assembly personnel as well as the completion of installation and assembly.
Section 5 - Reservation of ownership:
We shall retain ownership of the goods delivered by us until all our receivables arising from the business relationship have been paid in full. In the event of the resale of the goods by the customer, if the customer is a businessperson, an extended reservation of ownership shall be deemed to be agreed. The customer shall be entitled to resell the reserved goods in the normal course of business. The customer already assigns now to us the customer's receivables from the resale of the reserved goods in the amount of the total final invoice amount agreed with us (including value-added tax).
This assignment shall be valid irrespective of whether the reserved goods have or have not been processed before resale. The customer shall remain authorized to collect the receivables after the assignment. Our authority to collect the receivables shall remain unaffected by this. We will not, however, collect the receivables as long as the customer meets its obligations with the revenue received, is not in default of payment, no application has been filed for the initiation of insolvency proceedings, and there has been no stoppage of payments. If the value of all actually realisable security interests exceeds the sum of all secured claims by 10% we will at the request of the customer release a corresponding share of our security interests. We shall be entitled to choose those securities to be released in our own discretion.
Section 6 - Prices:
1. Our prices are quoted net in euros plus the statutory rate of value-added tax.
2. In the case of orders worth less than EUR 75,00 we will charge a EUR 15,00 markup for small-volume purchases. Special terms on minimum order sizes shall apply for marketing partners and resellers. The customer shall bear the costs of monetary transactions.
3. Travel and accommodation costs accrued due to the provision of the services are invoiced seperatly and based on actual costs, as far as those costs are not included in the agreed remuneration. Travel by car shall be calculated based on a fee of € 0,60 excl. VAT per kilometre. If the services at the premises of the customer exceed six (6) hours, We shall be entitled to claim accommodation costs. Such costs shall not exceed 120,00 per night and person, if the services are provided outside of Berlin.
4. If we are obliged to modify products pursuant to the customer’s request or to provide services outside of our premises, we shall be entitled to 50% of the agreed remuneration after execution of the agreement and 40% at delivery of the goods, if the parties have not agreed on different payment terms.
Section 7 - Terms of payment:
1. We reserve the right to ask customers for Letter of credit, cash payment or payment by cash on delivery.
2. Its invoices shall be payable with no deduction 30 days after the invoice date in the currency indicated on the invoice. We shall grant a 2% cash discount if payment is received within 10 days after the invoice date.
3. Different terms of payment can be agreed for orders worth more than EUR 2.500,00 or for deliveries shipped abroad.
4. If the customer is in arrears with a payment, we shall be entitled to charge penal interest in the amount of the maximum legally permissible percentage above the respectively valid base interest rate of the European Central Bank; we reserves the right to prove a higher amount of damage. Furthermore, a flat rate shall be charged for issuing reminders. The customer reserves the proof of a significantly lower damage.
Section 8 - Complaints, warranty and liability:
1. We shall grant a warranty period on products delivered by us of 12 months.
2. The Parties agree that components that are subject to normal wear and tear as a result of their use by the customer must be designed in such a way that they enable the normal use of the product for a period that is average for such components.
3. The warranty period begins on the day of delivery and only covers damage that occurs in the context of proper use through no fault of the operator. A warranty for specific features of the fuel cell (including lifetime and performance over time) is not given, as far as no such guarantee has been given in writing.
4. In the case of a purchase agreement we shall be liable for defects as required by law for subsequent performance, rescission of contract or reduction of the purchase price, on condition that the following conditions are met:
a) The customer shall examine the goods and their packing immediately on delivery according to normal commercial practice. If damage is outwardly recognizable, this shall be recorded by the transport contractor, in order to secure possible claims.
b) Evident defects shall be reported to us without delay but at latest within 7 days in writing.
c) In the case of a hidden defect, the customer shall file a complaint without delay after discovering the defect. Apart from this, all defects must be reported within the statutory time limits.
5. In the case of the provision of work services, the approval shall be deemed granted, if customer has not rejected the approval in part or in whole and in writing within 14 days after the request for approval.
6. In the case of the provision of work services customer shall only be entitled to claim reduction of the remuneration, recession of contract or execution by substitution after our second remedy has failed or if remedy is not reasonable considering the circumstances.
7. We shall not be liable for damages caused by ignorance of the security advices or the general technical guidelines provided to the customer, including but not limited to the cases of the use of dangerous materials, unless the damage was caused by us acting on intend or gross negligence.
8. In the case of damage caused to the customer's legal assets including its property by a defect in the purchased object, the erroneous delivery of merchandise other than that stipulated, or packing defects, we shall be liable as follows:
a) insofar as damage could have been avoided if the customer had met its obligation to inspect the delivered goods on receipt, all forms of liability on our part shall be excluded, unless the damage is due to deliberate or grossly negligent conduct on our part.
b) insofar as damage has been caused despite the fact that the customer has met its obligation to inspect the delivered goods, we shall only be liable for deliberate or grossly negligent breach of contract.
9. In general our liability is limited to an estimated maximum damage of € 2.000.000,00.
10. The aforementioned exclusions or limitations of liability shall not apply to cases of injury to a person's life, body or health resulting from a breach of duty by us or in the case of the liability pursuant to the German Product Liability Act (Produkthaftungsgesetz) or as far as an obligation has been breached, which is the basis for the contract, and which breach endangers the purpose of the contract and which breach the customer may under normal circumstances trust not be caused by us.
11. We shall not be liable for the suitability of the goods for the purposes intended by the customer. To the extent that we advise on use, provide information or make recommendations, etc., we shall be only liable for culpably false advice, information or recommendation if this is given, provided or made in writing.
12. The warranty and liability can be excluded for prototypes.
13. It is strictly forbidden to use products or components bought from us in aerospace applications or aerospace models.
Section 9 - Intellectual Property:
1. All underlying technology and/or embedded or delivered software are our sole property or the property of our licensors. The buyer is not entitled to any use, duplication, modification or reconstruction exceeding the purpose of the contract.
2. If goods are produced pursuant to customer’s specifications or if goods are modified pursuant to customer’s specifications, we shall be entitled to provide the some goods and/or modifications to any third party, unless the goods or the modifications are based upon a registered intellectual property right of the customer. The customer has advise expressively and in writing about such registered intellectual property right. The same shall be applicable for additional materials, drafts and sketches, that are produced during the execution of the contract.
Section 10 - Waste Disposal / Recycling
This Section is valid only if you deal with Heliocentris Energiesysteme GmbH
The products distributed by Heliocentris Energiesysteme GmbH may not be disposed as domestic garbage. Such disposal may cause severe ecological damage as well as personal damages. Heliocentris Energiesysteme GmbH is registred with the Stiftung Elektronische-Altgeräte in accordance with the Waste Electrical and Electronical Equipment Directive WEEE-No. DE17233980 and accepts the return of all products that were put on the market after the 23.03.2006 for disposal or recycling, if the customer has his place of business in the European Union or the products were put into the market in the European Union. All such products may be returned to Heliocentris Energiesysteme GmbH subject to prior information under +49-30-340601-700 or support@heliocentris.com. The customer has to bear all costs associated with the transport to Heliocentris Energiesysteme GmbH (Incoterms 2010 “DDP”).
Section 11 - Duty of notification:
Heliocentris AG, as the sole shareholder of Heliocentris GmbH and P21 GmbH and as a listed company is obligated to publicly announce larger client orders and strategic alliances immediately after the signing of according contracts or receipt of orders. The content of such a publication is to be agreed with the customer. The customer agrees to such a publication.
Section 12 - Place of performance, place of jurisdiction:
Berlin shall be the place of performance for our deliveries and services and for payments by the customer. The place of jurisdiction for merchants , legal entities under public law, and public separate estates shall be the vendor's registered place of business.
German law shall exclusively apply. The application of CISG is hereby excluded. Should any of the above clauses be or become ineffective, the remaining clauses and the agreement as a whole shall remain valid and in force.
2. Standard Conditions of Purchase
Section 1 - Validity
We order and appoint exclusively based on the following purchase conditions. The exceptional validity of other conditions– especially Sales conditions-of the deliverer – has as a prerequisite an explicit written confirmation from us. The inclusion of general business conditions of the contract partner for the remaining cases is herewith explicitly opposed. Any further agreements, alterations or supplementary clauses must be done in writing.
Section 2 - Conclusion of, fulfilment of and withdrawal from the contract
A Contract is considered as concluded, if
a) on the basis of an order a corresponding written confirmation has followed, or
b) a delivery follows on the basis of an order, or
c) a Contract in writing has been signed by both Contract partners.
Depictions, drawings, weight and dimension details are valid as legally binding. If later it is concluded, that only deliveries with deviations in these factors were possible, then we can withdraw from the Contract.
In case of delay in delivery for more than one month, which arises because of faults of the deliverer or of one of his subcontractors, we are allowed without any further end date fixation to withdraw from the contract.
Section 3 - Delivery / Transport risk
a) The agreed delivery dates and –timetable are valid as legally binding. The decisive factor for the keeping of the delivery deadlines is the entrance of the ordered goods to the agreed place of delivery.
b) In case there are any delivery delays, the supplier is obliged to provide a compensation for the damage occurred due to these delays.
c) Partial deliveries are permissible only if such deliveries have been explicitly agreed upon.
d) Deliveries occur principally free of charge until the place of the receiver (Incoterm: DDP (place of delivery)), as long as no other conditions of delivery have been agreed upon. Costs of delivery and packaging as well as any further costs have to be considered in the offer of the supplier. If these conditions have not been explicitly indicated, they are thought to be included in the purchase price. The danger of loss or respectively of damage of goods during transportation is borne by the supplier.
Section 4 - Secrect
a) The supplier is obliged to treat all our commercial and technical details, which become known to him during the business relationship as a business secret.
b) Drawings, models, samples and similar objects may not be handed out or in any other way made accessible to ineligible third parties. The multiplication of such objects is only allowed in the course of the functional necessity of the business and the copy right regulations.
c) Subcontractors to the supplier are to be bound to these obligations accordingly.
d) Suppliers can only advertise their business relationship with us only after receiving a written confirmation from us.
Section 5 - Prices
Sales prices of the supplier are to be stated always net in EUR or USD with the addition of the legally valid VAT. Delivery and packaging costs- are to be considered in the offer of the supplier. If deviations of delivery costs occur, we reserve the right to reduce the amount of the invoice.
Section 6 - Due dates / Payment / Invoice / Delivery note
a) Our payments to the supplier shall be made 30 days after the reception of goods, provided there are no other agreements made. The payment is achieved by money transfer or cheque.
b) If deliveries arrive before a particular set date, the payment shall be directed according to the initially agreed due date of delivery.
c) In case of deliveries of defect goods, we are entitled, to retain the payment corresponding to the value of these defect goods until the regular replacement thereof is made.
d) A supplier is not permitted without a written confirmation, to transfer claims against us or to let them be collected by third parties. If a supplier transfers his demands against us, in contradiction with Sentence 1, without our approval,we may withdraw frm he contract.We may at our own discretion make payments to any third party that the claims have been transferred to without our approval. The additional costs arising from such an activity may be set off from any claims.
e) Delivery notes and invoices are to be provided always in a 2-ply copy, to the receiver stated in the order note. Invoices and delivery notes must include, apart from the legal requirements, the following data: Supplier number, our order number, our article number, tax number of the supplier, delivery note number (on the invoice).
Section 7 - Claims for defects, Warranty provision, liability, protection rights
a) Defects must be immediately indicated by us to the Supplier, as soon as they are detected in the course of a regular business conduct. The Parties are in agreement that a claim, which is brought forth within 7 days after delivery, will be deemed to be reported in a timly manner. Depending on the kind of the defect and the requirements to detect such defect we may be entitled to report defects later than the period detailed above.
b) For deliveries of defective goods the Supplier has the opportunity to assort and improve the delivered goods, provided this is not unreasonable for us. If the Supplier is not able to carry this out or he does not carry the replacement immediately, we can withdraw from the contract and send the goods back to the Supplier at the suppliers own risk. In urgent cases we may after a consultation with the Supplier carry out the improvement itself or let it be carried out by third parties. The costs thereof are borne by the Supplier. In case of a repeated delivery of defective goodswe are entitled, to withdraw from the Contract even for the not executed deliveries.
c) The guarantee runs out 24 months after the end delivery of the end products to the end customer, however at the latest 36 months after delivery to us. Claims for indemnification against the Supplier due to material defects according to §§ 478 and 479 BGB (German Civil Code) remain unaffected. We may also assert such claims if the end customer is not a consumer, but rather an entrepreneur.
d) During the warranty period the Supplier shall be fully liable for any damage control measures (e.g. call-back campaign)by us due to defective components.
e) The Supplier is liable for claims, which arise fom the usage of the delivered goods due to the infringement of intellectual property rights and. The Supplier will indemnify us and our Customersr from all these claims resulting from the breach of such protection rights.
This clause does not apply, provided the Supplier has manufactured the delivered objects based on our drawings, models or any other regulations and had no knowledge of a breach of protection rights.
f) The Supplier represents and warrants that he has obtained all mandatory designations and certificates required to to distribute the products within the European Union, including but not limited to the Act on the Security of Equipment and Goods (Geräte- und Produktsicherheitsgesetz) and the Act concerning the Distribution, Return and ecological Disposal of Electro- or Electronical Devices (Gesetz über das Inverkehrbringen, die Rücknahme und die umweltverträgliche Entsorgung von Elektro- und Elektronikgeräten).
Section 8 - Force majeure
Force majeure, worker strikes, riots, governmental measures and any other unpredictable, unavoidable and grave events release the Contract partners for the duration of the impairment and in the amount of their influence, from the contract obligations. This applies also, if the events occur, while one Contract partner is in arrears with its obligations. The Contract partners are obliged, within reasonable limits to provide the required information immediately and to adapt their obligations to the altered circumstances in good faith.
Section 9 - Place of performance, Jurisdiction
Place of performance for deliveries and services is Berlin. The court of jurisdiction for businessmen, legal entities under public law and public – legal special equities is our general place of business.
German legislation is exclusively applied. The application of CISG (UN-Merchant Law) is excluded. Should any of the above clauses be or become ineffective, the remaining clauses and the agreement as a whole shall remain valid and in force.
Heliocentris Energy Solutions AG
Heliocentris Energiesysteme GmbH
P21 GmbH
Rudower Chausee 29
12489 Berlin
Internet:
Email:
Phone: +49 (0)30 - 340-601-500
Fax: +49 (0)30 - 340-601-599
Valid from July 1st, 2011
Standard Conditions of Sale and Delivery
These T&C are valid only if you deal with Heliocentris Energy Systems Inc. (Canada)
Section 1 – Validity:
The following Standard Terms and Conditions (“Standard Terms”) shall apply exclusively to all sales and delivery transactions between Heliocentris Energy Systems Inc. (“Heliocentris”) and its customers. Other terms and conditions, including but not limited to any standard terms or conditions of the customer, shall only apply by way of exception and only if such other terms and conditions are confirmed by Heliocentris, in advance, as a written addendum to these Standard Terms.
Section 2 – Contract conclusion, performance & termination:
1. All agreements for sales and delivery transactions shall be deemed to have been concluded, if:
a) Heliocentris sends an acknowledgement of order after receiving a written order from the customer, or
b) a written agreement is signed by both parties to that agreement.
2. Illustrations, drawings and details on weights and measurements in marketing materials provided by or on behalf of Heliocentris shall not be deemed to be binding. Heliocentris reserves the right to modify the design and construction of its devices in the interests of further development, acting reasonably. In the event of any delay in production or in delivery of any product or service caused by force majeure (including but not limited to fire, strike or lockout) affecting Heliocentris, whether directly or indirectly, Heliocentris shall have the right to rescind all affected orders and agreements upon the return to the customer of any monies paid by it in advance to Heliocentris for the supply of such product or service. In the event of a force majeure affecting either Heliocentris or the customer, the customer shall have no right to rescind the order or agreement.
3. Customer shall have no right to assess any penalties for delayed performance or non-performance by Heliocentris.
4. If a customer wishes to terminate an order or agreement for any reason other than breach on the part of Heliocentris, Heliocentris shall be entitled to receive or retain (as the case may be):
a) if manufacturing work had not yet commenced at the time of termination, one-half of the costs specified in the terminated order or agreement; and
b) if manufacturing work had commenced prior to termination, all of the costs specified in the terminated order or agreement, less shipping or handling fees,and the customer agrees that such costs are a genuine pre-estimate of liquidated damages, and not a penalty.
Section 3 – Delivery:
1. The delivery periods and dates shall be always deemed to be approximate, unless a firm date has been expressly agreed by the parties, in advance, by written addendum to these Standard Terms.
2. If the customer fails to perform (whether directly or indirectly) certain services required to be performed prior to the delivery of products or services by Heliocentris, Heliocentris may withhold the delivery of its products or services without penalty, and the customer shall indemnify Heliocentris for any damages that result therefrom.
3. Part deliveries shall be permissible.
4. Orders shall always be fulfilled Ex-Works (EXW) (Incoterms 2000) at a location set out in writing between the parties, at the cost and risk of the customer. Heliocentris shall be entitled to select the shipping agent itself, unless the customer provides written notice to Heliocentris. The customer shall be responsible for procuring the required transport, import or export permits. Upon handover of the goods to the shipping agent, all risk shall devolve to the customer. The customer shall be responsible for separate flat charges for shipping, packing and delivery insurance. The placement of delivery insurance by Heliocentris must be expressly requested by the customer, if desired.
Section 4 – Reservation of ownership:
Heliocentris shall retain legal ownership of all goods provided to the customer until all Heliocentris’ receivables relating thereto have been paid in full. Notwithstanding the foregoing, the customer is entitled to resell the goods in the normal course of its business. In the event of any such re-sale, the customer hereby assigns to Heliocentris the entirety of its claims and receivables arising from the resale or based on any other cause in law. At the customer’s request, Heliocentris shall release security taken in respect of such claims and receivables to the extent they are in excess of 130% of the amount due to the customer as purchase price payments. The customer shall remain authorized to collect the receivables after the re-sale, but Heliocentris shall be entitled to collect the receivables if the customer (a) is in default of its payment obligations to Heliocentris by more than 60 days, or (b) commits an act of bankruptcy (as defined in Section 42 of the Bankruptcy and Insolvency Act (Canada), as amended or replaced from time to time).
Section 5 – Prices:
1. Heliocentris's prices are stated in US dollars and are subjectd to all applicable taxes, duties and customs charges, as applicable. The customer shall bear the costs of monetary transactions.
2. For orders worth less than US$100.00 Heliocentris shall charge a US$20.00 service charge. Special terms on minimum order sizes shall apply for marketing partners and resellers, and such customers hereby acknowledge having been provided and agreeing to those terms.
3. Travel and accommodation costs arising from the provision of the services are invoiced separately and based on actual costs. Car travel shall be calculated based on a fee of US$0.87 per kilometre. If the services to be performed at the premises of the customer exceed six (6) hours, Heliocentris shall be entitled to claim accommodation costs. Such costs shall not exceed US$180.00 per night per person for services provided outside of Vancouver.
4. If Heliocentris agrees to modify products pursuant to the customer’s request or to provide services outside of Heliocentris’ premises, Heliocentris shall be entitled to 50% of the agreed remuneration for the delivery of such services after execution of the agreement and 50% at delivery of such services, unless other payment terms are confirmed by Heliocentris, in advance, as a written addendum to these Standard Terms.
Section 6 – Terms of payment:
1. Heliocentris reserves the right to ask customers for letter of credit, cash payment or payment by cash on delivery.
2. Subject to other specific payment requirements set out herein, Heliocentris’s invoices shall be payable with no deduction 30 days after the invoice date in the currency indicated on the invoice. Heliocentris shall grant a 2% cash discount if full payment is received within 10 days after the invoice date.
3. If the customer is in arrears with a payment, Heliocentris shall be entitled to charge interest in the amount of the maximum legally enforceable rate, though Heliocentris reserves the right to prove a higher amount of damage. Furthermore, a flat rate shall be charged for issuing reminders of outstanding payments.
Section 7 – Complaints, warranty and liability:
1. Heliocentris hereby warrants, for a period of 12 months following delivery of the product to the customer, that the product shall function generally in accordance with the documentation provided by Heliocentris accompanying the product at delivery, normal wear and tear excepted. No warranties are available on prototype products.
2. The warranty period begins on the day of delivery and only covers damage that occurs in the context of proper use through no fault of the operator.
3. No warranty is given and all warranties are hereby disclaimed with respect to the specific features of the fuel cell (including lifetime and performance over time).
4. In order to make a warranty claim related to products, the following conditions must be met:
a) The customer shall examine the goods and their packing immediately on delivery according to normal commercial practice. If damage is outwardly recognizable, this shall be recorded by the transport contractor, in order to secure possible claims.
b) Evident defects shall be reported to Heliocentris without delay and no later than 7 days following delivery, in writing.
c) In the case of a hidden defect, the customer shall file a claim with Heliocentris without delay after discovering the defect.
5. In the event of a valid claim concerning a product, Heliocentris shall, at its sole option, provide a new product to the customer; repair the product; or return the full purchase price to the customer.
6. In order to make a warranty claim related to services, the claim must be lodged with Heliocentris within 14 days following the conclusion of the delivery of the services.
7. In the event of a valid claim concerning services, Heliocentris shall, at its sole option, provide the customer with additional services, or a whole or partial refund purchase price paid by the customer.
8. Heliocentris shall not be liable for damages caused by ignorance of the security or general technical guidelines provided to the customer (including but not limited to the cases of the use of dangerous materials).
9. In the case of damage caused to the customer's real property by a defect in the purchased object, the erroneous delivery of merchandise other than that stipulated, packing defects, or the delivery of services, Heliocentris shall only be liable where the damage is due to deliberate or grossly negligent conduct on Heliocentris’ part.
10. Except as expressly provided herein, to the greatest extent permitted by all applicable laws Heliocentris provides its products and services “as is” and “as available” and makes no representations or warranties or promises of condition with respect thereto, whether express or implied. Except as expressly provided herein, Heliocentris hereby expressly disclaims all representations, warranties and conditions of any kind, whether express, implied, statutory or otherwise, including any warranty of merchantability, capability, functionality, availability or fitness for a particular or any purpose. Heliocentris shall not be responsible for determining the suitability of the goods for the customer’s purposes.
11. Notwithstanding any other provision herein, Heliocentris shall not under any circumstances be liable for any indirect, incidental, consequential or special losses or damages including financial loss, loss of revenue or loss of profit for any reason whatsoever, and in no event shall the liability of Heliocentris for any matters arising hereunder exceed the lesser of the monies paid by the customer under this contract for the applicable good and US$500,000.00.
12. It is strictly forbidden to use products or components bought from Heliocentris in aerospace applications or aerospace models, and use in such applications immediately voids all related product and service warranties.
Section 8 – Intellectual Property:
1. All underlying technology and/or embedded or delivered software are the sole property of Heliocentris or its licensors. The customer is not entitled to any use, duplication, modification or reconstruction exceeding the purpose of the contract.
2. If goods are produced or modified pursuant to customer’s specifications Heliocentris shall be entitled to provide the same goods and/or modifications to any third party, unless the goods or the modifications are based upon a registered intellectual property right of the customer, which has been provided to and acknowledged by Heliocentris, in writing, prior to Heliocentris’ delivery of services. The same shall be applicable for additional materials, drafts and sketches that are produced during the performance of the contract.
Section 9 – Duty of notification:
Heliocentris and / or its affiliates are companies whose shares are publicly traded, and as such Heliocentris is obligated to publicly announce larger client orders and strategic alliances immediately after the signing of according contracts or receipt of orders. The content of such publication is to be agreed with the customer. The customer agrees to such publication.
Section 10 – Place of performance & jurisdiction, and general:
Vancouver, Canada shall be the place of performance for our deliveries and services and for payments by the customer. These Standard Terms constitute the entire agreement between the parties with regard to the matters dealt with herein, and supersedes all prior representations, negotiations, understandings and agreements, oral or written, between the parties, with respect thereto. All purchase orders, forms of acceptance, invoices and other documentation respecting an order or agreement to which these Standard Terms relate shall be issued or be deemed to have been issued or given by each of the parties for administrative purposes only, and any and all terms and conditions contained therein shall be of no force and effect except and to the extent the information contained therein is required pursuant to these Standard Terms or unless contained in a written addendum to these Standard Term signed by Heliocentris and the customer. Customer hereby acknowledges and agrees that it has not relied on any warranty, representation or undertaking except as expressly set out herein. These Standard Terms are governed exclusively by the laws of the Province of British Columbia, except that British Columbia’s choice of law rules do not apply for the purposes of applying the laws of another jurisdiction. The courts of the Province of British Columbia shall have exclusive jurisdiction with respect to all matters pertaining to these Standard Terms. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and all implementing legislation thereunder. Should any of these Standard Terms be or become ineffective, the remaining provisions and these Standard Terms as a whole shall remain valid and in force. No waiver or amendment of any provision of these Standard Terms shall be effective unless made in writing and signed by both parties. Time is of the essence in these Standard Terms and for all related matters.
Heliocentris Energy Systems Inc. (Vancouver)
902-610 Granville St., Vancouver, BC V6C 3T3
Internet: www.heliocentris.com
Email: infoheliocentris.com
Phone: 604.684.3564
Valid from January 1st, 2010
These Standard Terms and Conditions are a translation of Heliocentris's German-language Standard Terms and Conditions and are provided as a service for our English-speaking customers. Only the German version, however, is authoritative
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Terms and Contitions as PDF file
Heliocentris Energy Solutions AG as a listed company is obligated to publicly announce larger client orders and strategic alliances immediately after the signing of according contracts or receipt of orders. The content of such a publication is to be agreed with the customer. The customer agrees to such a publication.