HELUKABEL Danmark ApS Standard leverings- og betalingsbetingelser
a. Our standard terms and conditions apply exclusively; we do not recognize any conflicting, deviating or supplementing terms and conditions of the Customer unless we have explicitly consented to such conditions in writing.
b. We hereby explicitly reject any incorporation by reference to the Customers standard terms and conditions or to any reference to the standard terms and conditions of third parties. In particular, we decline the related validity of any individual pre-formulated clauses or collections of such clauses referenced by the Customer.
c. Our standard terms and conditions apply to all legal claims of the Customer regardless of legal grounds.
a. The contractual partner of HELUKABEL DANMARK ApS is exclusively the Customer that has directly placed an order and to whom the confirmation of the order has been given.
b. HELUKABEL DANMARK ApS provides its services only for the Customer named in the offer or in the order confirmation. Liability vis-à-vis a third party not named as the ordering Customer is hereby explicitly excluded.
a. A potential Customer must specify the subject of the delivery in question (e.g., a particular cable construction) in writing and state the quantity and delivery details (desired delivery time, type of shipment, transfer of risk) since a reliable review is not possible otherwise.
a. All offers made by HELUKABEL DANMARK ApS are non-binding.
b. Offers made by HELUKABEL DANMARK ApS are explicitly subject to timely self-delivery. HELUKABEL DANMARK ApS agrees to promptly inform the Customer of non-availability and to promptly reimburse any consideration already received.
c. For all its offers, HELUKABEL DANMARK ApS explicitly reserves the right of prior sale. HELUKABEL DANMARK ApS agrees to promptly inform the Customer about any resulting lack of availability and to promptly reimburse any payments already received.
d. Offers are submitted subject to the Customer being accepted as insurable by the commercial loan insurer.
e. HELUKABEL DANMARK ApS reserves the right to correct mistakes and clerical errors in written offers.
f. If the offer has an expiration date, the offer becomes null and void if not accepted within the deadline.
g. HELUKABEL DANMARK ApS is not obligated to accept any order placed after expiration of the expiration of the offer. In particular, all delivery dates in the offer are no longer valid.
h. Catalogue goods are offered only with the qualities evident in the catalogue and the online spec sheets for the respective product whereby the online spec sheets reflect the technical status of qualities governing the offer. HELUKABEL DANMARK ApS reserves the right to make technical alterations. Utilization and suitability for a particular purpose are not subject of the offer.
a. A contract with HELUKABEL DANMARK ApS is reached upon the receipt of a written order confirmation and acceptance of terms and conditions as stated in the written order confirmation.
a. Modifications of an order are valid only if confirmed by HELU KABEL DANMARK ApS in writing.
b. Modification of the order cancels the original delivery schedule, unless it is specifically stated in the written modification that the original delivery schedule applies.
c. The Customer is not entitled to cancel an order. Despite cancellation by the Customer, HELUKABEL DANMARK ApS may insist on acceptance of delivery of the ordered merchandise and payment of the full purchase price.
a. HELUKABEL DANMARK ApS may demand payment in advance.
b. In the case of international transactions, the Customer shall, at the option of HELUKABEL DANMARK ApS, either make payment in advance or post a documentary letter of credit with no payment time limitation.
c. Prices quoted in offers and order confirmations are net prices EX WORKS without packaging, without postage, without insurance, without customs costs and without shipping costs.
d. Packaging, shipping, loading and unloading costs as well as possible customs duties, taxes and fees shall be the responsibility of the Customer.
e. Unless otherwise agreed upon the Customer also bears the costs of freight insurance.
f. The invoiced amount is payable without any deductions immediately after receipt. The Customer is in default without further notice for failure to pay by the agreed deadline. If no special payment deadline is agreed upon with the Customer, the Customer is in default 10 calendar days after receipt of the invoice. In the case of legal transactions not involving consumers, HELUKABEL DANMARK ApS may charge the Customer late payment interest of nine percentage points above the basic interest rate (published by the Danish National Bank).
g. If the Customer has not properly assigned a payment made, an initial check will be made to see if the Customer’s intention is apparent by matching the amount of payment with an open invoice. If no allocation is apparent, the amount of payment will be applied to the most recent invoice presented and then to the immediately preceding invoices.
a. Because of the high metal content it is customary in the Danish cable industry to separately state metal costs („metal surcharge“). HELUKABEL DANMARK ApS is therefore entitled to separately state metal costs („metal surcharge“). In international transactions, HELUKABEL DANMARK ApS reserves the right to quote full material prices.
b. Copper metal calculation: Unless otherwise agreed in writing, net prices for copper contain a €150.00 per 100 kg copper base price (exception for underground cables: Cu basis 0 and telephone cables: Cu base price €100.00).
c. Unless otherwise agreed in writing, the calculation basis for the sale price is our published upper copper price ( https://shop.helukabel.com/de-en/metal-stock-price) quoted on the exchange for copper on the day prior to the day the order is received. The sale price is increased or reduced by the difference between the copper base price and the Westmetall quote1. The copper number is multiplied by the copper difference. If not otherwise stated, the copper number applies per 100 m.
d. Other metal surcharges (e.g., aluminium, nickel, lead) are handled equivalent to the copper calculation. The base price is the value stated in our offers. All metal surcharges are excluded from prompt payment and other discounts.
1 Westmetall quote is defined as German Westmetall GmbH & Co. Kg Copper for Conducting Purposes – current price for copper in EUR, which is calculated and released by a trust agency set up by Westmetall on a daily basis based on the average of various listing.
a. Metal calculation for brass:
Metal surcharges contain a brass base cost of €150.00 per 100 kg of brass. The computational basis for the sale price is the price quoted on the exchange (exchange quotation for MS 58. Processing stage 1) on the day after receipt of the order plus purchase costs. The sale price is increased or reduced by the difference between the brass base cost and brass quotation by allowing a 5% brass surcharge or discount, respectively, for every full €13 per 100 kg. Such surcharges are always quoted on a purely net basis.
b. Metal calculation for copper:
equivalent to cable and conduits (see above).
c. Metal calculation for copper lugs:
the prices contain a copper base cost of €150 per 100 kg of copper. The computational basis for the sale price is the MK price for copper on the day before the day the order is drafted. The copper number is to be multiplied by the copper difference. If not otherwise stated, the copper number is per 100 pieces. All metal surcharges or discounts are always quoted on a purely net basis.
d. Prices quoted assume acceptance of delivery of a complete packaging unit (VE). HELUKABEL DANMARK ApS reserves the right to impose a low quantity surcharge for smaller quantities or open packages.
a. HELUKABEL DANMARK ApS is not obligated to accept orders when the net price without metal surcharge is below €200/1500 DKK.
b. In the instance that an offer below the minimum order value of €200/1500 DKK is accepted, a surcharge of €35/250 DKK for orders within Denmark and €50/375 DKK for exported orders will be added.
a. If HELUKABEL DANMARK ApS agrees to deliver lengths that deviate from normal lengths of those held in inventory, HELUKABEL DANMARK ApS is entitled to apply a per cut surcharge. This surcharge depends on the outside diameter of the cable and is calculated as follows:
- up to 25 mm EUR 20/150 DKK
- up to 35 mm EUR 40/300 DKK
- larger than 35 mm EUR 60/450 DKK
a. All deliveries exclude unloading.
b. Unless otherwise agreed in writing, HELUKABEL DANMARK ApS delivers orders worth €1000/7500 DKK or more (without metal surcharge, without value-added tax, without shipping costs) within Denmark as “Delivery Duty Unpaid”, without unloading, excluding packaging.
c. The Customer bears the cost of deliveries abroad which will be set forth in the respective offer.
a. Packaging material will either be invoiced or made available on a loan basis. Pallet cages and Euro pallets will be delivered on an exchange basis. Disposable drums will be invoiced and cannot be returned.
b. HELUKABEL DANMARK ApS reserves the right to decide whether to ship using drums or rings.
c. HELUKABEL DANMARK ApS is entitled to invoice the drum price for deliveries outside of Denmark. There will be no retrieval.
a. Delivery will be made as set forth in our order confirmation. Partial deliveries are expressly recognized as acceptable.
b. We generally reserve the right to deliver 10% more or less than the ordered quantity. In case of Customer specific special cables, however, this can be + / -15% of the quantity ordered. Special cables are delivered in lengths that depend upon technical production conditions. Partial deliveries are permissible.
a. The Customer has no right to return goods that are delivered free of defects.
b. If, in exceptional cases, HELUKABEL DANMARK ApS declares that it is prepared to accept the return of delivered items, the condition of the goods will be first determined. For this purpose, the Customer shall return the delivered goods to HELUKABEL DANMARK ApS at its own cost. After receipt, HELUKABEL DANMARK ApS will inspect the merchandise returned for quantity and condition.
c. HELUKABEL DANMARK ApS will make an offer for accepting the return under consideration of age and condition.
d. If the Customer accepts the return offer, HELUKABEL DANMARK ApS will either credit the Customer‘s account or execute the corresponding payment.
e. If the Customer does not accept the return offer, it shall retrieve the merchandise offered to it at its own cost. If despite demand made to do so there has been no retrieval within one month, HELUKABEL DANMARK ApS is entitled to have the corresponding merchandise scrapped and charge the Customer.
a. Customer‘s right to refuse performance (defense resulting from the failure to perform) is excluded if the Customer is required to pay in advance or present a letter of credit.
a. HELUKABEL DANMARK ApS retains ownership of the merchandise delivered until full and unconditional payment of the invoiced amount for the respective item has been received.
b. HELUKABEL DANMARK ApS hereby objects to resale, use and processing before full payment of the purchase price. This also applies in particular to the Customer‘s insolvency administrator.
c. Action taken by the Customer that leads to the loss of HELUKABEL DANMARK ApS‘s ownership is grounds for a compensatory damage claim against the Customer. Besides the Customer, in the case of juridical persons, its legal representative will be personally liable for compensatory damages.
d. The Customer agrees to promptly inform HELUKABEL DANMARK ApS of any judgment execution measures taken by third parties in the goods subject to ownership of the goods. In addition, the Customer shall inform third parties of the ownership of the goods.
e. In the event of resale or lease of the goods subject to ownership, the Customer now does hereby assign to HELUKABEL DANMARK ApS as collateral its receivables claims accruing against its customers until its rights to purchase price have been fulfilled. HELUKABEL DANMARK ApS accepts these assignments of collateral.
f. Where goods subject to ownership have been processed, modified, or bound to another object, HELUKABEL DANMARK ApS shall acquire an immediate property interest in the newly manufactured object which shall subsequently be regarded as goods subject to ownership.
g. If the value of the collateral in the form of receivables claims exceeds the purchase price claims of HELUKABEL DANMARK ApS by more than 20% then at the demand of the Customer HELUKABEL DANMARK ApS shall release the collateral commensurately.
a. All delivery dates stated are approximate. Exceeding an approximate date shall lead neither to an immediate deadline for performance nor default of delivery.
b. HELUKABEL DANMARK ApS may also make partial deliveries. HELUKABEL DANMARK ApS shall not be considered in default with respect to timely partial deliveries.
c. A delivery deadline is deemed met upon timely delivery to the freight forwarder.
d. The delivery will not be immediately due until a reasonable deadline has been set. The deadline must be set in writing.
e. A warning notice shall not put HELUKABEL DANMARK ApS in default until it is given after the immediate due date of the delivery. The warning notice must be given in writing.
f. If the delivery cannot be made because HELUKABEL DANMARK ApS itself has not been supplied, HELUKABEL DANMARK ApS may declare its withdrawal from the contract with respect to the affected merchandise. The Customer‘s claims are limited in such cases to the repayment of any payments made by the Customer. In cases of such failed self-delivery any further rights of the Customer are excluded.
g. Where HELUKABEL DANMARK ApS is at fault, the Customer‘s claims due to default of delivery are limited to 0.5% of the net delivery value of the merchandise affected by the default of delivery per full calendar week not to exceed a total of 5% of the net delivery value of the items affected by the default of delivery. Customer shall have no further claims for damages or Customer‘s financial disadvantage due to default of delivery, in particular to downtimes, business interruption or lost profits. This exclusion shall not apply if HELUKABEL DANMARK ApS caused the damage to the Customer intentionally or by negligence.
a. The place of performance is the registered office of HELUKABEL DANMARK ApS at Hørskætten 6B, 1.th., 2630 Taastrup, Denmark.
b. HELUKABEL DANMARK ApS has met its performance obligation when it has reported readiness to ship or has delivered to the freight forwarder.
c. Unless the order confirmation provides otherwise, delivery EX WORKS is agreed upon.
d. Unless otherwise agreed upon by the parties, the risk of accidental loss or accidental deterioration in the case of sales shipments passes to the Customer upon transfer to the freight forwarder.
e. The Customer must undertake unloading at its own cost. If the Customer does not unload, it is in default of acceptance of delivery.
a. The merchandise delivered is free of defect if it meets the technical specifications as illustrated on the online spec sheet and in the catalogue.
b. HELUKABEL DANMARK ApS cannot determine and review suitability for a particular application or use nor the environmental conditions nor aftereffects on an electrical system. Neither suitability for particular use nor suitability for particular environmental conditions are subject of the contract.
c. If HELUKABEL DANMARK ApS has made recommendations, then such recommendations are conditioned upon the completeness and accuracy of the data supplied by the Customer.
d. Following the delivery of the respective merchandise, the Customer must promptly inspect it and if a defect is apparent promptly submit a written complaint to HELUKABEL DANMARK ApS. The written complaint must contain the invoice number, article number, the quantity involved with every individual complaint individually listed. In case of successive or partial deliveries each delivery must be inspected and protested individually.
e. The responsibility to make an immediate inspection extends in particular to the testing of the merchandise delivered for its functionality and conformity with the data provided on the online spec page and catalogue.
f. The responsibility to conduct an immediate inspection and complaint applies for every individual processing step. If the Customer fails to make immediate complaint at the respective processing stage, the merchandise delivered is deemed approved.
g. HELUKABEL DANMARK ApS hereby contests all clauses according to which the responsibility to inspect falls on HELUKABEL DANMARK ApS. HELUKABEL DANMARK ApS’s ability to inspect at the respective processing steps is factually impossible since HELUKABEL DANMARK ApS is not part of any further processing of the goods.
h. If the Customer does not promptly submit a complaint of defect, the merchandise delivered is deemed accepted.
i. Upon acceptance, all possible rights of the Customer to demand cure and compensatory damages regardless of the grounds are null and void.
j. The warranty period is 12 months following the delivery of the respective merchandise.
a. The Customer must send HELUKABEL DANMARK ApS samples of the allegedly defective merchandise so that HELUKABEL DANMARK ApS can conduct visual and laboratory analysis.
b. In addition, the Customer must grant HELUKABEL DANMARK ApS access to the assembly site so that HELUKABEL DANMARK ApS can inspect the environment and exposure of the merchandise delivered (heat, voltage, amperage, rectifiers, fuses, etc.).
c. Unless HELUKABEL DANMARK ApS acknowledges the defect of the merchandise delivered, the warranty is null and void if the Customer breaches the aforementioned duties.
a. Typically, the Customer will need substitute goods even before clarifying whether the merchandise delivered is defective. For this reason, it is customary in the cable industry to deliver substitute goods only against an invoice and not to grant a credit to until clarification of the facts and then only to the extent of the actual receipt of disassembled goods. This procedure derives from the fact that the overwhelming majority of the price is based on metal content, e.g., copper. HELUKABEL DANMARK ApS adheres to this general industrial custom and will deliver substitute goods only against an invoice.
b. Typically, the Customer has an interest that the substitute goods are being delivered as quickly as possible. For this reason, HELUKABEL DANMARK ApS is entitled to arrange for other manufacturers to deliver equivalent merchandise as substitute goods that, technically speaking, are structurally identical.
c. As soon as a technical inspection of the merchandise that is subject of complaint and its environment can be concluded, HELUKABEL DANMARK ApS will inform the Customer of the result of the testing.
d. If HELUKABEL DANMARK ApS confirms that the complaint of defect is justified, HELUKABEL DANMARK ApS will credit the account to the extent of the return receipt of the defective merchandise.
e. No credit can be given for defective merchandise that is not returned. This provision derives from the high value of the metal content (e.g., copper). In addition, failure to return the merchandise raises a rebuttable presumption that the merchandise delivered will still be used.
a. The Customer is not entitled to a reduction in price or to withdraw from the contract until there has been a failure to cure.
b. HELUKABEL DANMARK ApS will be granted at least three attempts to cure.
c. If the Customer seeks a reduction in the purchase price it must demonstrate to what extent the utility of the merchandise delivered is impaired by the defect. If from a technical point of view the utility of the delivered merchandise is not impaired, there will be no reduction in price granted.
d. Any failure to label the merchandise with the name of the Customer or the "HELUKABEL" name will not justify a price reduction since it does not impair the technical performance capability of the merchandise.
e. Typically, the metal component of the merchandise delivered is not defective, hence the value of the metal remains the same. Any price reduction can therefore apply only to the price of the item without the metal surcharge.
a. HELUKABEL DANMARK ApS is not liable to pay compensatory damages for any defective delivery or performance that is not based upon fault, in particular for any lost profits, downtime or compensation for business interruption.
a. The Customer is only eligible to submit a claim for reimbursement of expenses if attempts to cure have failed and HELUKABEL DANMARK ApS is at fault for the defect of the delivered merchandise or for the failure to cure.
b. If there has been a defect-free cure, claims for reimbursement of expenses are null and void.
c. Reimbursement of expenses may be requested only as a substitute for compensatory damages in lieu of performance.
d. Futile expenses are only those that were rendered useless due to the defect in the delivered merchandise. These include, in particular, only those expenses incurred in reliance upon the delivered goods being free of defect.
e. Reimbursed expenses include only costs incurred after receipt of the order confirmation and that ultimately proved useless.
f. There shall be no claim for reimbursement of expenses to the extent the Customer anticipated or should have anticipated failure to perform.
g. In particular, the right to reimbursement shall not apply where it has arisen for merchandise subject to the reservation of self- delivery.
h. There shall also be no right for reimbursement of expenses when the expenditure is significantly disproportionate to the performance not provided. This applies in particular if the Customer could have readily obtained comparable merchandise from a competitor.
i. Claims for lost profits, downtime, business interruption and own labour costs do not fall within the scope of reimbursable expenses.
j. If the Customer has or could have obtained some use from his expenditures, then the right to reimbursement of expenses shall be reduced accordingly.
a. The Customer shall expressly set HELUKABEL DANMARK ApS in writing a reasonable deadline to cure. The deadline to cure is valid only if at the time the deadline is set the performance owed was due.
b. The deadline set must clearly and unequivocally specify the performance demanded and clearly designate the end of the deadline. The rationality of the time to cure must consider that the merchandise must normally be remanufactured.
c. The Customer is not entitled to demand compensatory damages in lieu of performance for defect-free partial deliveries received.
d. If the Customer has made a legally effective claim for compensatory damages in lieu of performance, the right of the Customer to com-pensatory damages in lieu of performance shall be limited to the difference between a possible higher purchase price for replacement goods of the same type and quality from the same country of origin and the purchase price agreed in the order confirmation.
e. The Customer shall have no further claims for financial harm incurred due to failure to deliver; in particular, for downtime, business interruption or lost profits. Such exclusion shall not apply if the Customer‘s damages were caused by HELUKABEL DANMARK ApS intentionally or by gross negligence.
f. The aforementioned limitations of liability do not apply to compensatory damage claims of natural persons for personal injury, impair-ment to health or death as well as for inalienable rights.
a. If HELUKABEL DANMARK ApS is at fault for the nonfulfillment or poor fulfilment of its duty to deliver, claims based upon downtime, business interruption or lost profits are excluded. Such exclusion shall not apply if the Customer‘s damages were caused by HELUKABEL DANMARK ApS intentionally or by gross negligence.
b. If HELUKABEL DANMARK ApS is not the manufacturer of the merchandise delivered, the fault of the manufacturer shall not be applied to HELUKABEL DANMARK ApS.
a. Compensatory damage claims against HELUKABEL DANMARK ApS for damage to, or the destruction of, any items of property other than the delivered merchandise itself shall exist only if HELUKABEL DANMARK ApS can be shown to have acted intentionally or with gross negligence.
b. Customer‘s claims based on financial damages, in particular for lost profits, production down times or business interruption are hereby expressly excluded.
c. HELUKABEL DANMARK ApS is not liable for financial damages attributable to claims asserted against the Customer by third parties. HELUKABEL DANMARK ApS is not liable in particular for damages whose cause is attributable to the Customer’s waiver vis-à-vis its own customer of the latter’s duty to immediately inspect or object or has assumed such duty on behalf of its own customer.
d. The possible financial damage claims of the Customer are limited to €100,000/750000 DKK.
e. If the liability of HELUKABEL DANMARK ApS has been excluded or limited, the exclusion or limitation of liabilities shall also inure to the benefit of internal governing bodies of HELUKABEL DANMARK ApS, its managers, employees, or vicarious agents.
f. The aforementioned limitations of liability shall not apply to the extent claims are asserted based upon death, bodily injury, impairment to health or inalienable rights (e.g., Product Liability Act, Liability Act).
g. The aforementioned liability limitations and exclusions shall also not apply if HELUKABEL DANMARK ApS is shown to have acted intentionally or with gross negligence.
h. Otherwise, the limitations period for asserting compensatory damages claims for damage to, or the destruction of, any items of property other than the delivered merchandise itself shall be for one year beginning as provided by law. The one-year period for limitations of actions shall not apply to the extent claims are asserted based upon death, personal injury, impairments to health, or inalienable).
a. If the nonfulfillment of delivery or performance by HELUKABEL DANMARK ApS is attributable to force majeure such as, e.g., natural catastrophe, epidemic, war, armed conflict, civil war, revolution, terrorism, sabotage, nuclear reactor accidents, labour strike or other events beyond the influence of HELUKABEL DANMARK ApS, then for the duration of such event, HELUKABEL DANMARK ApS shall be released from its duty to perform, and the time of delivery shall be extended accordingly.
b. HELUKABEL DANMARK ApS shall inform the Customer of the beginning and the end of such circumstances as soon as possible.
c. If the event lasts longer than six months, HELUKABEL DANMARK ApS shall also be entitled to terminate the contract.
a. Unless otherwise agreed the contract language is Danish and/or English.
b. The laws of Denmark, with the exception of its conflict of law provisions and the UN Convention on the International Sale of Goods (CISG) shall apply to all claims in connection with deliveries and performance of HELUKABEL DANMARK ApS irrespective of legal grounds.
c. All disputes in connection with or arising from deliveries or the performance of HELUKABEL DANMARK ApS shall be settled by the Danish Building and Construction Arbitration Board pursuant to Chapter J. Disputes of General conditions for building and construction works and supplies (AB 18).
a. The GTC also apply to contracts that were concluded online via the HELUKABEL DANMARK ApS online shop. Subject to the condition precedent that the purchaser selects payment by an electronic money transfer (e.g., PayPal), the presentation of the goods in the online shop constitutes a legally binding offer. If the customer selects payment by electronic money transfer (e.g., PayPal), they accept the offer by completing the order by clicking the button “Buy Now”. If the purchaser selects another means of payment (e.g., purchase on ac-count), he does not accept the offer of HELUKABEL DANMARK ApS and instead submits a new offer for the conclusion of a contract for the goods in the shopping cart. The contract is then concluded with a separate order confirmation from HELUKABEL DANMARK ApS. Here, HELUKABEL DANMARK ApS is free to decline orders; the decision is at the discretion of HELUKABEL DANMARK ApS. Before completing the order, the purchaser can check his order once again and make corrections, if necessary, by removing goods from the shopping cart or replacing them with others.
b. HELUKABEL DANMARK ApS will confirm receipt of the electronic order by sending an acknowledgement of receipt by e-mail to the purchaser. This confirmation of receipt does not represent a binding acceptance of the purchaser’s offer. Its purpose is only to inform the purchaser that their order has been received. Thus, the purchaser’s offer is only bindingly accepted after issuance of an order con-firmation.
c. After an electronic order via the online shop, the individual contract data of the purchaser are stored by HELUKABEL DANMARK ApS. If the purchaser has a customer account, they can retrieve the contract data via their account after completing the ordering process. Each purchaser can also print out their contract data during the execution of their order and will receive them in their confirmation of receipt (together with the General Terms and Conditions included in the contract). Furthermore, the current version of the GTC can be pulled up and printed out at any time via the HELUKABEL DANMARK ApS website. Contracts via the online shop are concluded in Danish and/or English.