HELFEZI AG

General Sales Conditions global
These General Sales Terms and Conditions (hereinafter Terms) apply and govern to all offers, orders, services and deliveries of Helfezi AG, registered at Office 1-333, Freight West, CH-8058 Zurich Airport Switzerland (hereinafter Helfezi) to its business customers/partners for coffee machines, grinding discs, services, accessories, service parts and consumables (“Products”) in- and outside of Switzerland. Deviating general terms and conditions of purchase by the customer are explicitly excluded. Any conditions stipulated by the customer which are in contradiction to these terms shall only be valid if expressly acknowledged by Helfezi in writing.

Offers /Quotations Orders
1.1. Offers/Quotation by Helfezi are non-binding, unless it states an acceptance period.
1.2. Helfezi reserves the right to adjust its price list for the Products and Service at any time with a notice of 1 month.
1.3. A purchase order placed by Customer is valid and binding. A legal contract incorporating this terms is established when it has been confirmed in the written acknowledgment stating acceptance by Helfezi and as specified therein.
1.4. Helfezi shall be entitled to make any changes to the products which lead to improvements.
2. Terms of payment and transfer of benefits
2.1. Unless otherwise agreed in writing, all prices and delivery terms are ex works our Zurich Airport office (Incoterms 2020). Payments are due with immediate effect from receipt of invoice or credit terms granted and must be paid according to the agreed terms of payment.
2.2. If the customer does not adhere to the agreed terms of payment and fails to make payment by the payment date, the customer is liable for interest from the agreed date on which the payment was due at a rate of 8 % p.a. Helfezi may at its option suspend supply of Products/Service to the Customer/Partner, including the withholding of delivery in respect of orders previously made by the Customer/Partner and accepted by Helfezi or ask for prepayment until all amounts owing to Helfezi are paid. The exercise of this remedy by Helfezi does not prevent it from exercising any other remedy Helfezi has under this Agreement or under the law.
2.3. Where payments are made by the Customer/Partner to Helfezi without allocation to specific debts or products, payments will be deemed to have been made on the basis that the oldest debts are paid first.
2.4. Helfezi remains the legal and beneficial owner of all products and retains title until all amounts in accordance with the contract/agreement and secured by the products have been received. The customer undertakes to cooperate in any measures necessary for the protection of Helfezi’s title and at the demand of Helfezi to issue his written consent without delay to the recording of the retention of title according to applicable law.
3. Three year limited statutory warranty
3.1. Helfezi provides a three-year limited statutory warranty for the products (coffee grinders) to its customers from the date of purchase and warrants that all products shall be: (a) be free from all liens, encumbrances, and other claims against title; (b) be new and free of defects in design, material and workmanship, except for the product that is clearly identified for sale to customer as refurbished, remanufactured, or used
3.2. The customer shall inspect the Products for defects within 10 days and shall immediately notify Helfezi in writing of any defect or non-conformity being present at the time of purchase. If the customer fails to do so, the goods shall be deemed to have been accepted.
3.3. Helfezi will at its discretion repair the defective product, replace or reimburse the purchase price of the associated product to the customer upon receipt of satisfactory evidence that the product was defective or non-conform with the contract of sale.
3.4. All deficiencies which cannot be proven to have their origin in bad material, faulty design or poor workmanship e.g. those resulting from normal wear and tear, improper maintenance, failure to observe the operating instructions, excessive or wrong loading, use of any unsuitable material, influence of chemical action, installation work not undertaken by Helfezi requirements, or resulting from other reasons beyond Helfezi’s control are excluded from the Helfezi’s liability for defects.NO WARRANTIES OTHER THAN THE WARRANTIES SET FORTH IN THIS SECTION ARE EXPRESSED OR IMPLIED BY HELFEZI. HELFEZI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT AND ENDUSER WARRANTY.
4. Intellectual Property
4.1. All intellectual property rights pertaining to the products or the product documentation are held by and shall remain with Helfezi. Any usage, copying or modification shall require our approval. The customer agrees that except where expressly set out in this Agreement, nothing in this Agreement confers any contractual or proprietary right upon the customer to use or otherwise deal with or dispose of any trademark of Helfezi or any partner products and that all goodwill relating to use of such trademarks will accrue to Helfezi.
4.2. Nothing in this Agreement, nor any amendments thereto, shall limit or restrict Helfezi with respect to feedback provided to Helfezi related to the products. The customer agrees that Helfezi will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license, incorporate and otherwise use the feedback, including derivative works thereto, for any and all commercial or non-commercial purposes
5. Helfezi’s limitation of liability
5.1. The liability of Helfezi, irrespective on what ground they are based, are exhaustively covered by these terms, is limited to unlawful intent and gross negligence. Helfezi shall only be liable for direct damages resulting from the product but not for indirect, consequential or similar damages such as loss of profit, loss arising from business interruption, reputational damages etc. Helfezi will not be obligated to defend, settle or be liable for fees, costs and damages for any claims to the extent that the alleged infringement arises out of or from: (i) a combination of the products with other products or technology; (ii) a modification to the products, information or technology where such modification was not provided by Helfezi; and/or (iii) the defect on which a claim is based was not in the product when delivered by Helfezi.
5.2. In the event of a claim or action or suspected infringement of third party rights resulting from the products, Helfezi may at its expense and option either: (i) procure for the customer the right to continue selling products; (ii) replace the products and/materials with non-infringing products and materials; or (iii) terminate this Agreement. Helfezi shall have no liability for continued infringement by the customer after the exercise of option (i), (ii) and/or (iii) above by Helfezi.
5.3. In any event and to the extent permissible by applicable law, Helfezi’s aggregate and total liability (including for any claims made against the customer by a third party) under this Agreement will be limited to the price paid by the customer to Helfezi for Product(s)/Service(s) that are the basis of the applicable claim but in any event it will be limited to the sum of CHF 20’000.–.
5.4. If personal injury or damage to the property of third parties occurs through actions or omissions of the customer or of persons employed or appointed by him to perform any of his obligations, and if a claim is made against Helfezi, then the latter shall be entitled to take recourse against the customer.
6. Data privacy
6.1. Each party has to comply with all applicable data protection law and provision, as amended from time to time, comply with all reasonable directions of the other concerning matters of privacy.
6.2. Personal data will be gathered, processed and used by Helfezi in compliance with the applicable data protection law and all of our employees, Helfezi partner/alliance companies and third party service providers who have access to personal data are obliged to respect the confidentiality of the personal data.
6.3. If Helfezi is provided and receives personal data via customer/partners or a point of sale for such purpose describe above, Helfezi is an independent controller under applicable data protection law.
6.4. Helfezi collects personal data when customer submits it to Helfezi through registration, completion of forms or e-mails, as part of an order for products, after-sales support for products, inquiries or requests about products being ordered and similar situations in which data subject has chosen to provide the information to Helfezi or via a point of sale to Helfezi.
6.5. Some personal data provided (name, address, phone number and email address) will be processed by Helfezi for marketing, advertising or promoting purposes. We assume that this is of mutual interest and for the Data Subject to upkeep a good business relationship and the respective Data Subject can object to the processing of his/her data for this purpose at any time without giving reasons by contacting Helfezi.
6.6. Some of the personal data provided may be stored or processed in other jurisdictions, such as the United States, whose data protection laws may differ from this jurisdiction. In such cases, Helfezi ensures that appropriate protections are in place to require the data processor in that country to maintain protections on the personal data that are equivalent to those that apply in the country of Helfezi.
6.7. Customer/Partner is obliged to inform any point of sale and its end-users that it complies with applicable data protection law and personal data will be processed by Helfezi according to the terms and limitation set forth in this section. Customer shall, without limitation, defend, hold harmless and indemnify Helfezi in the event of damage that is attributable to customer’s transferring of personal data or in breach of applicable data protection law.
7. Miscellaneous
7.1. This Agreement contains the entire understanding of the parties with respect to the Products/Services subject matter and substitutes and merges any previous agreement, particularly any previous warranty agreements, be it written or oral, among the Parties hereto. This Agreement, including this section, may only be amended, waived, rescinded or terminated in writing.
7.2. Should a provision of these terms prove to be in full or partly invalid, the parties shall jointly seek an arrangement which has a legal and economic effect as similar as possible to the invalid provision.
7.3. Export: The re-export of products or services may be subject to Swiss and/or foreign export control provisions. The customer/partner undertakes to ensure that he is informed about the relevant foreign trade regulations and export control provisions, and if necessary, to obtain the permits which may be required to export the products.
8. Jurisdiction and applicable law
8.1. Applicable Law: This Agreement shall in all respects be governed by, and construed and interpreted in accordance with, the substantive laws of Switzerland with the exclusion of the Vienna Convention on the International Sale of Goods (CISG) and the any conflict of laws principles.
8.2. Jurisdiction: Exclusive place of jurisdiction over all disputes arising directly or indirectly out of or in relation with this business relationship shall be at registered office of Helfezi in Switzerland. Helfezi shall however be entitled to initiate action before any other competent court.

Zurich Airport, 1.10.2022