Terms of sales

HEPER USA LLC

STANDARD TERMS & CONDITIONS OF SALE

1. Definitions
A. “HEPER” or “Company” means HEPER USA LLC, a Wisconsin Corporation.
B. “Customer” the individual or entity whose name is addressed in the purchase order as the buyer of products supplied by the company
C. “Standard Terms” means the present standard terms and conditions of sale of Products.
D. “Product(s)” means Company’ s outdoor lighting products which are shown on www.heperlighting.com and in HEPER’s printed catalogues.
E. “Order or Purchase Order” means written and/or verbal request and confirmation of declaration of intent to buy Product(s).
F. “Warranty” HEPER’ s warranty for its product(s) which is shown on https://heperlighting.com/wp-content/uploads/2020/09/warranty-EN.pdf
G. “Party” means either HEPER or Customer individually.
H. “Parties” means together HEPER and Customer.

2. Acceptance, Governing Provision and Cancellation
A.
HEPER offers to sell and deliver products in accordance with the standard terms set forth herein. This document is an offer by Company to sell the Products described to the Customer subject to standart terms herein set forth and in any schedules identified herein. These standard terms are not an acceptance of any offer made by Customer, and Company hereby objects to any additional or different terms which may be contained in any of Customer’s purchase order, acknowledgement or other forms, or in any other communication heretofore or hereafter received from Customer.
B. This offer, when accepted by Customer explicitly, by acceptance of services or otherwise, shall constitute the entire agreement between Company and Customer, and shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.
C. No agreement pursuant to this offer may be cancelled or altered by Customer except upon standard terms acceptable to the Company as evidenced by Company’s written consent. In case of breach of this provision, Customer declares, accepts and undertakes that he will be obliged to pay the full amount of the order(s).

3. Prices and Payment
A.
The prices shown in HEPER’ s price sheets/quotes are the prices prevailing at the time the price sheet was published. Prices acknowledged on orders are current prices; “Hold for Release” orders will be billed at prices in effect at time of shipment. Prices and product technical details are subject to change without notice. Federal and State taxes, if applicable, are not included. Invoices are payable in U.S. funds only.
B. Terms of payment shall be identified in the quotation (may be called estimate or pro-forma invoice) and the customer’s purchase order. Failure by Customer to make payments within 10 days as mentioned in the invoice and/or customer’s purchase order shall constitute a breach of the standard terms by Customer. HEPER reserves the right to refuse to manufacture any item that is not in stock, or in the event that the order is too small to run on a production basis. Approval of orders of one or more deliveries shall not be deemed a waiver hereof. Termination in accordance with this clause shall not affect Company’s right to pursue any other available remedies.
C. The prices set forth herein reflect Company’s normal charges where its Customer accepts all present standard terms contained herein, including but not limited to Company’s limited warranty depending on Product type and disclaimer of consequential damage liability.
D. If any shipment made in accordance with the Customer’s instructions is refused for whatever reason, the Customer shall be responsible for full payment for such merchandise, in accordance with the present standard terms as though such merchandise had been accepted at the time of original delivery. Customer shall also be responsible for Company’s standard storage, handling and redelivery charges and shall pay such charges as invoices are rendered to them. Company’ s standard storage charge shall be applied as of zero point three percent (0.3%) per day from the net order amount.
E. HEPER will charge interest on past due amounts at a rate of three percent (3%) per month until paid.
F. Price quotes must be accepted in writing and are valid for thirty (30) days unless otherwise printed on the quote.
G. Additions to orders already processed shall be considered separate orders and shall be priced accordingly.

4. Purchase Orders
A. The acceptance of Customer’s purchase order is contingent upon HEPER’s issuance of a written order confirmation statement.
B. Company hereby gives notice of its objection to any different or additional terms and conditions other than as stated herein. The acceptance of Customer’s order is expressly made conditional on the Customer’s consent to standart terms set forth herein.

5. Taxes and Other Charges.
A.
Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Company and Customer shall be paid by Customer in addition to the prices quoted or invoiced. In the event the Company is required to pay any such tax, fee or charge, Customer shall reimburse Company thereof.

6. Cancellations
A.
Customer orders may be cancelled only with Company’s written permission, signed by duly authorized personnel of Company, obtained by Customer in advance. A cancellation fee equaling thirty (30%) of the net order amount (restocking fee) shall apply to any cancellation received after twenty four (24) hours after an order is released.
B. Orders for customized or non-standard products may not be changed or cancelled for any reason.

7. Shipment and Freight Charges
A.
Standard shipping terms is freight allowed for orders over four thousand U.S. Dollars ($4000). This term is still subject to confirmation by the company and shipment terms shall be handled on a project basis.
B. HEPER will use its own discretion in routing all shipments and reserves the right to select carrier and truck size. If any shipment made in accordance with Company’s instructions incurs additional labor or carrier costs, said costs shall be paid by Customer as invoices are rendered.
C. The shipment date mentioned on HEPER’s order acknowledgement, if any, is HEPER’s best approximation of the probable shipment date and shall not represent a fixed or guaranteed shipment date. HEPER shall not be responsible for any damage or loss resulting from delayed shipments or HEPER’s inability to ship. Delay of one or more shipments shall not relieve buyer of its obligation to accept remaining shipments.
D. HEPER may ship orders in installments, as they become available, unless Customer specifies on the Purchase Order that “no partial shipments” are allowed.
E. Each installment shall be separately invoiced, and payment shall be due as described herein, without regard to subsequent shipments.

8. Packaging
A.
The method of packaging is at Company’s option.

9. Property Rights
A.
Property rights of all products remains with HEPER until paid in full; however, risk of loss shall vest in the buyer at the time of delivery by HEPER to the carrier at the shipping point.

10. Warranty
A.
HEPER warrants its products to be free from manufacturing and/or material defects.
B. Customer declares and accepts that all provisions which are shown on https://heperlighting.com/wp-content/uploads/2020/09/warranty-EN.pdf shall apply as Warranty terms & conditions according to present standart terms.

11. Claims and Adjustments
A.
Customer must check each shipment carefully and note any visible damage or shortage on the freight bill before signing it and accepting shipment.
B. Customer must report concealed loss or damage to carrier in writing immediately upon discovery, but not later than seventy two (72) hours after signing for shipment. Claims for shipping errors or concealed shortages will be invalid unless received by HEPER within three (3) days after receipt of shipment.
C. Buyer may not return any product(s) to Heper for any reason without prior written authorization from Heper. Heper shall refuse all returned product(s) without such written authorization.
D. Customer is responsible for ensuring the conformance of delivered product(s) to Customer’s order or governing specifications. Installation of improper Product(s) are done at Customer’s own risk and expense.

12. Returned Goods
A.
All returned product(s) must be accompanied by a Returned Goods Authorization (“R.G.A.”). Requests to return nondefective surplus products must be made within fourteen (14) days from the date of shipment. Returns not to exceed fifty percent (50%) of the original order value. Customized or non-standart product(s) shall not be subject to return. HEPER reserves the right to make exception to this provision within the scope of warranty terms & conditions which are referenced in sub-article 10.
B. Product(s) must be returned in the original factory sealed cartons, plus additional heavy gauge outer cartons and additional (popcorn) cushioning material. All merchandise must reach HEPER in original condition.
C. Authorized returns must be made freight prepaid within fifteen (15) days of the date of issuance of the R.G.A.
D. All returned products are subject to inspection and written consent. Unsaleable, damaged or improperly packaged products will be credited at salvage value or returned to the Customer freight collect. Credit will be issued at prices prevailing at time of shipment or time of return, whichever is lower, less a fifty percent (50%) handling and restocking charge, plus original outbound freight costs if incurred by HEPER.

13. Limitation of liability
A.
HEPER’s liability for any defect in its product(s) shall be, at the sole discretion of HEPER, limited to terms & conditions of Warranty. Customer declares and accepts that HEPER does not have any legal liability except for the limit of liability to be determined through Warranty provisions.

IN NO EVENT SHALL HEPER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF STANDARD TERMS OR WARRANTY, NEGLIGENCE OR OTHER TORT, OR ANY TYPE OF STRICT LIABILITY THEORY OR ANY OTHER THEORY OF LIABILITY.
B. Without limiting the generality of the foregoing, Company specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities, services, labor or salaries, downtime, shutdown or slowdown costs, spoilage of materials or for any other type of economic loss. All the limitations and disclaimers contained in the paragraph and in the rest of this standard terms shall apply to claims of Customer’s clients or third party asserted by Customer against Company or indemnity or contribution, as well as direct claims of Customer against Company.

14. Assignment
Neither party shall assign any of its rights hereunder without prior written consent of the other party, but Company may subcontract some or all of its obligations hereunder without consent of Customer. Subject to any required consent, terms hereof shall inure to the benefit of and shall bind the successors and assigns of the parties hereto.

15. Bankruptcy
If Customer makes an assignment for the benefit of creditors, or admits in writing its failure/inability to pay its debts as they become due, or becomes the subject of an “order for relief” within the meaning of said phrase in the U.S. Bankruptcy Code, or applies for or consents to appointment of a receiver for any of its property. Company may terminate any agreement arising out of this standard terms and /or offer at any time, effective immediately upon notice. Such termination shall not relieve either party from any obligations accrued hereunder up to date of notice of termination.

16. Specifications
A. Product(s) will be shipped in accordance with the standard styles, sizes and specifications as described in HEPER’s catalog and data sheets.
B. In the event of a conflict between a Customer’s written order and a HEPER technical drawing or specification sheet marked “Approved via Seal and Sign” the HEPER’ s technical drawing or specification sheet shall prevail.
C. HEPER reserves the right to change details of design, materials and finish in any way which may alter installed appearance or improve function and performance. Every effort is made to avoid errors in catalogs, price sheets, specification sheets and other data. However, HEPER will not accept responsibility for additional expenses incurred by buyer, or any other liability, resulting from reliance upon such catalogs, price sheets, specification sheets or other data.
D. HEPER will not be bound by general or blanket instructions not contained within the Customer’ s written order. All orders must contain complete written instructions.
E. Orders containing phrases such as “all materials to be supplied as per project plans and specifications” or similar phrases are subject to separate written acceptance by HEPER.
F. Some of HEPER’s products are UL/CSA listed. Please consult HEPER for appropriate listing on any specific product.
G. It is the Customer’s responsibility to ascertain the correct voltage for each order, and to so mark each order with the voltage.

17. General
A.
Any addition, deletion, cancellation, or other change to an order is subject to the standard terms herein.
B. In the event of a conflict between the Customer’ s terms and conditions and HEPER’s standard terms, HEPER’s standard terms shall govern. Customer, by virtue of placing an order with HEPER, expressly acknowledges and agrees to the preceding sentence.
C. HEPER’s field representatives are independent sales contractors. They have no authority to assume or create any obligation, express or implied, nor do they have any authority to accept service or legal process on behalf of HEPER.
D. Only the CEO or COO of HEPER USA LLC may amend these standard terms.
E. Any dispute arising under these standard terms shall be governed by the laws of the State of Wisconsin, without regard to its conflict of law rules.
F. The Terms & Conditions of Sale herein supersede any other terms & conditions of sale previously published by HEPER in U.S.A.