General Terms of Sale and General Terms and Conditions for Private Customers

As of: May 2020

1. Scope, definitions

1.1 These General Terms of Sale and General Terms and Conditions govern the sale of products and articles by heo GmbH, West Campus 1, 76863 Herxheim (“heo”) to you (“private customer” or “customer”), based in or registered resident of the Region of Germany and Austria. For orders placed through our online shop, exclusively these General Terms of Sale and General Terms and Conditions (“GTC”) shall apply in the version that is valid at the time of the order.

1.2 Pursuant to § 13 BGB [German Civil Code], consumer refers to every natural entity, who concludes a legal transaction for a purpose that can be attributed neither to his/her commercial nor his/her independent professional activity.

Business customers (entrepreneurs) should note our separate General Terms of Sale and General Terms and Conditions for business customers as well as anti-corruption clauses for business customers. Pursuant to § 14 BGB, entrepreneur is characterised by the fact that it, as a natural or legal entity or a partnership with legal capacity, makes the contract in exercise of its commercial or independent professional activity and thus pursues economic interests.

1.3 Contrary or deviating conditions, or conditions of the customer supplementing these GTC or otherwise conflicting with them shall not become part of the contract. This shall apply even if heo provides deliveries and/or services to the customer in knowledge of such conditions, unless heo explicitly approves such conditions in writing.

2. Conclusion of contract

2.1 Presentation of the products in the online shop, as well as on data carriers and in electronic media or other advertising communications shall not represent a legally binding offer, but shall only be a non-binding online catalogue.

2.2 The contained information, pictures, drawings, weights and dimensions or other technical details as well as the referred E, DIN, VDE standards and data shall not represent warranties (assurances), but shall only be quality specifications, which can be corrected at any time until the conclusion of the contract. Technical details contained in offers shall represent warranties only if they are explicitly mentioned as a warranty or assurance; for the rest, they shall only be quality specifications.

2.3 Steps for concluding a contract

1. First, add the desired products into the shopping cart.
2. Then go to your shopping cart. Upon clicking the “Continue” button at the end of the shopping cart overview, you go to the next ordering step, the input of your details. Here, you can log in to your existing customer account or register as a new customer.
3. After logging in / registering, you automatically go to an overview page with information about your billing and shipping address, shipping type and payment mode. All details can be edited and saved again. In addition, you also have the option of checking your shopping cart and to modify or delete products if necessary.
4. Please check your order. Finally, you send your order, by accepting these contractual conditions by clicking the “Accept GTC” button and then clicking the “Order and pay” button. Herewith you give a binding order of the products contained in the shopping cart.
5. You immediately receive an automated order confirmation by e-mail, which does not represent acceptance of the offer.
6. The contract with the customer comes into force only when heo gives the declaration of acceptance, which is sent with a separate e-mail (order confirmation); the contract is made in German. heo tries to accept the order by sending another e-mail (shipping confirmation) or by delivering the products within three working days.

2.4 If your order is shipped in more than one package, you may receive a separate shipping confirmation for each package. In this case, for each shipment confirmation, a separate purchase contract is made between you and us about the products listed in the respective shipping confirmation.

2.5 A binding contract can also be made beforehand as below:
If you have selected PayPal as payment mode, the contract comes into force at the time of your confirmation of the payment instruction to PayPal.

2.6 The transfer of obligations and rights of the customer from the contract made with heo GmbH to third parties will require written consent of heo in order to be effective.

3. Right of cancellation

The following right of cancellation applies only for private customers (consumers).

Cancellation policy
You are entitled to cancel this contract within fourteen days without giving reasons. The cancellation period will be fourteen days from the day, on which you or a third party designated by you, who is not the carrier, have / has taken the last product in possession.

To exercise your right of cancellation, simply follow the instructions under the following link:
https://ultimateguard.com/en/dvsn/return-shipment

Consequences of the cancellation:
If you cancel this contract, we must repay you all payments, which we have received from you, including the shipping costs (except the additional costs, which arise if you select a type of delivery different from the most reasonable standard delivery offered by us), immediately and latest within fourteen days from the day, on which we receive the notification about your cancellation of this contract. For this repayment, we will use the same payment method, which you have used for the original transaction, unless otherwise explicitly agreed upon with you; you will, in any case, not be charged any fees due to this repayment.

We can reject the repayment until we have received the products back in an intact condition or until you have furnished a proof that you have sent the products back in an intact condition, whichever is the earlier.

Return
You must send or give the products back immediately and, in any case, latest within fourteen days from the day, on which you inform us about the cancellation of this contract, to us or to

heo GmbH, Returns Department, West Campus 1, 76863 Herxheim. The term will be adhered to if you send the products before expiry of the period of fourteen days.

You must compensate for any loss in value of the products only if this loss in value is to be attributed to their handling by you, which is not necessary for checking the condition, properties and functionality of the products.

The right of cancellation does not apply for the following contracts:

•  Contracts about the delivery of audio or video recordings or computer software in a sealed package or other sealed products, which are not suitable for return for reasons pertaining to health protection or hygiene, if their seal has been removed after the delivery.
• Contracts about the delivery of products, which are not prefabricated and for whose production an individual selection or determination by the customer is decisive, or which are clearly tailored to the personal needs of the consumer.

4. Prices and shipping costs

4.1 All prices are quoted in Euro and include the respective applicable value added tax plus shipping costs. More information on the amount of the shipping costs can be found here:
https://ultimateguard.com/en/Information/Shipping-and-delivery/

4.2 The corresponding shipping costs are indicated to the customer in the order form and must be borne by the customer.

4.3 In the event of a cancellation, the customer must bear the direct return costs.

5. Payment, due date, default of payment

5.1 heo does not accept a purchase on account or the payment condition and franking, in which the purchase price for a product is paid at the time of its delivery to the customer; it only accepts a prior payment of the purchase price (advance payment). In our online shop, the following payment mode is available to you:

PayPal
If you have selected PayPal as payment mode, the contract comes into force at the time of your confirmation of the payment instruction to PayPal.

The customer can change the payment mode saved in his/her user account at any time.

5.2 Our invoices will be due for payment immediately. heo is entitled to submit partial invoices for partial deliveries.

5.3 For the timeliness of the payments, their receipt in heo’s business account is decisive.

5.4 With expiry of the aforementioned payment term, you will be in default. Interest must be paid on the purchase price at the respectively applicable statutory default interest rate from the time of default and during the default.

5.5 The customer's obligation for the payment of default interest excludes the assertion of further default damages by heo.

5.6 If heo subsequently becomes aware of circumstances, which result in a considerable deterioration in the customer’s assets, which is suitable to endanger heo’s payment claims against the customer (e.g. through an application for the opening of insolvency proceedings), heo will be entitled in accordance with the statutory provisions to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB [German Civil Code]) and/or, if deliveries are still outstanding, to demand advance payment or security deposit. In case of contracts about the production of specific items (individual productions), we can declare the withdrawal immediately; the statutory regulations about the dispensability of setting a deadline will remain unaffected..

5.7 The transfer of obligations and rights of the customer from the contract made with heo GmbH to third parties will require written consent of the heo Management in order to be effective.

6. Self pick-up

We deliver only by shipping. Unfortunately, self pick-up of the product is not possible.

7. Retention of ownership

The object of purchase remains property of heo until complete fulfilment of all claims from the purchase contract.

8. Delivery, transfer of risk and delay in acceptance

8.1 There are the following delivery restrictions: Our products are delivered only to customers, who have their habitual residence (billing address) in one of the following countries and have specified a delivery address in the same country: Germany, Austria. Delivery takes place ex warehouse.

8.2 If the customer makes a purchase that cannot be attributed to his/her commercial or independent professional activity (consumer purchase), heo bears the transport risk up to the handover of the product from the carrier to the customer.

8.3 Delivery periods commence on the date of order confirmation, which again requires a prior payment. If no or no deviating delivery period is specified for the respective product in the heo online shop, this is usually two days. If we cannot comply with the delivery periods for reasons, for which we are not responsible, (non-availability of the service), we will inform this to you and also notify the new delivery period. If the service is not available even within the new delivery period, we will immediately refund any consideration already paid. A case of non-availability of the service in this context will especially refer to non-timely self-supply by suppliers, if we have concluded a congruent hedging transaction, neither we nor our supplier is at fault or we are not obligated for procurement in the individual case.

8.4 If no exemplars of the selected product are available at the time of the customer's order, the provider will immediately notify this to the customer in the order confirmation. If the product is permanently unavailable, the provider will refrain from giving a declaration of acceptance. In this case, a contract will not be concluded.

8.5 heo is entitled to make partial deliveries if (i) the partial delivery is usable for the customer within the framework of the contractual intended purpose, (ii) the delivery of the remaining ordered products is guaranteed and (iii) the customer does not incur significant additional expenses or additional costs due to this (unless heo declares its willingness to bear these costs).

9. Campaigns

Campaigns (mainly discount campaigns, free articles) will apply, unless otherwise specified in the respective campaign, only over a specified minimum purchase amount, for a limited period and/or, in case of free articles, as long as the stock lasts. Return of a product from an order as part of the respective campaign will change the purchase amount/order value that is decisive for this. If this amount falls below the minimum purchase amount specified in the campaign, the promised discount will not be considered and the full purchase price will be charged. In case of shipping of a free article, a return of this article and the resulting costs must be borne by you. This will be subject to the regulations on the right of cancellation. If the free article is not returned, it will be charged to you in the amount of the catalogue price or set off with the returned product.

10. Legal warranty rights

10.1 The customer’s rights in case of material defects and defects of title are subject to the legal provisions, especially to §§ 434 et. seqq. BGB, unless otherwise regulated in the following. In all cases, the legal provisions for the final delivery of the product to a consumer will remain unaffected.

10.2 Legal warranty rights for business customers (entrepreneurs) are regulated in the General Terms of Sale and General Terms and Conditions for business customers.

10.3 If heo replaces objects of delivery or parts thereof in the course of the warranty for defects, the customer must return or hand over the replaced objects or parts to heo.

10.4 An additional warranty will exist for the products delivered by heo only if it was explicitly given in the order confirmation for the respective article.

11. Information on the battery law and the electrical and electronics equipment law

11.1 Battery law (BattG)
As far as the BattG applies to our products, the required registration was done with the German Federal Environment Agency. In connection with the sale of batteries or rechargeable batteries or with the delivery of devices containing batteries or rechargeable batteries, we are obligated to indicate the following in accordance with the BattG: Batteries may not be disposed of with household waste. End users are legally obligated to bring old batteries to a suitable collection point. They can also be returned free of cost to the point of sale. Batteries that contain the symbol of a crossed-out dustbin may not be disposed of in unsorted household waste. Adjacent to the dustbin symbol, there also are the chemical designations of the hazardous substances: Pb (lead), Cd (cadmium) and Hg (mercury).

11.2 Electrical and electronics equipment law (ElektroG)
You must hand over electrical equipment, which is subject to the ElektroG, at a municipal collection point. Alternatively, you can return the electrical and electronic equipment delivered by us at the end of their use.

12. Transport damage

If products are delivered with apparent transport damage, the customer must report such errors as soon as possible to the delivery agent and immediately contact heo. The failure to lodge a complaint or to contact will not have any consequences for the legal claims of the customer and their enforcement, particularly for the warranty rights. However, the customer will help heo assert its own claims against the carrier or transport insurance.

13. Customer Service

• Do you have questions about our products?
  E-mail: ticket@ultimateguard.com
• Do you have questions about the online shop or the ordering process?
  E-mail: ticket@ultimateguard.com
• Have you already ordered and are waiting for your order confirmation or do you have questions about delivery, return or warranty?
  E-mail: ticket@ultimateguard.com

14. Liability restriction

14.1 heo will be liable to the customer in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with the statutory regulations for damages or reimbursement of expenses made in vain.

14.2 In other cases, heo will – unless otherwise regulated in para. 14.4 – only be liable in case of violation of a contractual obligation, whose fulfilment enables the orderly execution of the contract in the first place, and the compliance with which the customer may regularly reply on (so-called cardinal obligation); this liability will be limited to compensation for the foreseeable and typical contractual damage. In all other cases, heo’s liability will be excluded subject to the regulation in para. 15.4.

14.3 The limitations stated in para. 14.1 and 14.2 will also apply in favour of the legal representatives and vicarious agents of heo, if claims are asserted directly against them.

14.4 heo’s liability for damages caused by injury to life, limb or health and in accordance with the Product Liability Act will remain unaffected by the aforementioned liability restrictions and exclusions. The above liability restrictions will also not apply if we have maliciously concealed a defect or have assumed warranty for the quality of the product.

15. Copyright

Contents and documents created by heo (“works”) are, if applicable, protected by copyright pursuant to § 2 UrhG [Copyright Act], unless these deal with the customer’s data. These works may also not be used for the commercial and/or personal purpose. In particular, it is prohibited to make these works accessible for or to disclose them to unauthorised third parties. Any commercial disclosure is not permitted and has legal consequences.

16. Confidentiality and data protection

16.1 Personal customer data is only used for order processing. Here, it may be necessary to disclose the data to other affiliated companies of the heo Group of Companies within the meaning of §§ 15 et. seqq. AktG [Companies Act] or to service providers that support heo in the order processing. More details can be found in the following privacy policy.

16.2 During the term of the contract, heo must observe secrecy about information and documents, which it receives through the business relationship with the customer and which are to be considered as confidential according to their nature and/or are marked as confidential, and may use them only for the contractual performance. This does not apply to information and documents that were publicly known or were already lawfully in its possession without a confidentiality obligation or were lawfully sent by a third party after the conclusion of this agreement without a confidentiality obligation. Non-personal data is disclosed to third parties only within the heo Group of Companies and for the purposes of collection and credit assessment. Staff, temporary agents, subcontractors and freelancers are obligated for confidentiality by heo in accordance with the statutory regulations.

16.3 As a responsible body pursuant to art. 4 no. 7 of the General Data Protection Regulation (GDPR), heo is entitled to process all data that is required to fulfil the Contract. To do so, heo can use an IT system that ensures data protection through an authorisation concept and corresponding technical access restrictions. The data processing takes place on its own responsibility, in its own name and free from instructions in compliance with the current legal provisions on data protection.

16.4 The aforementioned obligations will continue to apply even after the end of the contractual relationship.

17. Storage of the contract text

We store the contract text and send you the order data and our GTC by e-mail. You can also check the GTC at any time here on this page. You can see your past orders in your customer login.

18. Choice of law, legal domicile

The language of the contract is German. All legal transactions between heo and the customer are, with regard to their formation and in all their effects, exclusively subject to the law of the Federal Republic of Germany excluding international uniform law, especially the United Nations Convention on Contracts for the International Sale of Goods. In addition, mandatory regulations of the law of the state, where the customer has his/her habitual residence, are applicable if the customer makes a purchase contract, which cannot be attributed to his/her professional or commercial activity (consumer contracts).

18.2 If you are a businessman, legal entity under public law or a special fund under public law, the exclusive legal domicile for all disputes arising from or in connection with the contract made will be the registered office of heo, Landau i.d. Pfalz. heo will however be entitled to file a suit at the general legal domicile of the customer.

18.3 There are no verbal collateral agreements. Further agreements outside this contract have not been made. Changes or additions to these GTC must be in the written or text form for them to be effective. This will also apply for waiver of this written form requirement.

18.4 Should individual regulations of these GTC be fully or partially ineffective or unenforceable or should they lose their validity or enforceability later, the validity of the rest of these GTC will not be affected. The ineffective points will be replaced with legal provisions if any. However, if this would constitute an unreasonable hardship for a contracting party, the contract will become ineffective as a whole. The same will apply if a loophole in need of amendment is found after the conclusion of the contract.

18.5 Any other language versions of these GTC will serve only for the advisability of translation; therefore, only this German version will be decisive and binding.

19. Consumer arbitration

Information pursuant to § 36 VSBG [Consumer dispute resolution law] heo GmbH is neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board.