Hella Gutmann Solutions GmbH 2013
§ 1 Acceptance
- These Terms and Conditions (Terms) solely govern the sale by Hella, Inc. (“Hella”) of Hella Gutmann hardware and software (together the “Products”; individually the “Hardware” and the “Software”) to Customer. Hella expressly rejects any other terms and conditions.
- The Parties agree that Customer will acknowledge acceptance of these Terms upon the first electronic access to the Software. Hella reserves the right to make amendments to these Terms and Customer will acknowledge its acceptance electronically of any amendments before accessing the Software (by first delivery and every new software update).
§ 2 Delivery and Risk
- Customer will receive Products by physical delivery from Hella or such other intermediary party as Customer chooses.
- The transfer of risk will be in accordance with Incoterms (ex-works).
- The transfer of title to Customer will take place in accordance with the payment terms chosen by Customer outlined in section § 3.
§ 3 Payment terms
- In the absence of a financing agreement with Hella, Customer will pay the full price of Products before delivery is made.
- Customer and Hella may enter into a financing agreement the terms of which will be negotiated by the Parties.
- Customer may select a third-party financing group. Payment will be made in full before the delivery and Hella will not participate in that financing arrangement.
§ 4 Title
- If Customer pays in full either on its own account or through a third-party financing group, title will pass to Customer or the financing group as the case may be at the time of payment. Risk will transfer in accordance with section 2 above.
- If Customer negotiates a financing agreement with Hella, Hella will retain title and not risk until such time as the final payment is made in accordance with the financing agreement concluded between the Parties.
§ 5 Intellectual property, License, Indemnification and confidentiality
- In addition to the hardware Products purchased in accordance with the Terms, Hella hereby grants a limited, non-exclusive license (the “License”) to access and use the diagnostic information (the “Information”) embedded in the hardware Product or accessible through the hardware Product . The Information includes the proprietary diagnostic information formulated by Hella.
- For the first year of this agreement, Hella will provide updates to the Information without charge. Thereafter, Hella will charge an annual fee, payable in advance, for all updates to the Information.
- In its use of the Information, Customer may only load, install, display and run the Information on the diagnostic tool(s) for which it is intended.
- Customer may not assign, transfer or sub-license the Information without the prior written consent of Hella.
- Hella reserves the right to cancel the License at any time for any breach of the License by Customer. See also “Indemnification” below.
- HELLA WILL MAKE ALL REASONABLE EFFORTS TO ENSURE THE COMPLETENESS AND ACCURACY OF THE INFORMATION BUT HELLA DOES NOT WARRANT THE COMPLETENESS OR THE ACCURACY OF THE INFORMATION. HELLA SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY DAMAGES OF ANY NATURE ARISING FROM THE INACCURACY OR INCOMPLETENESS OF THE INFORMATION.
- CUSTOMER ACKNOWLEDGES THAT THE INFORMATION LICENSED TO CUSTOMER IS A DIAGNOSTIC TOOL ONLY. HELLA DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR DAMAGES OF ANY NATURE ARISING FROM THE USE OF THE INFORMATION BY CUSTOMER IN ITS DIAGNOSIS OF ANY ISSUE TO WHICH IT APPLIES THE INFORMATION.
§ 6 Warranty – Hardware Products
- Unless otherwise agreed in writing, Hella offers a one (1) year limited warranty to repair or replace only the hardware Product normal wear and tear excluded. Parts subject to wear such as the OBD connector, USB cable and [lithium battery] have a warranty for manufacturing defects only.
- The warranty covered under this Section 9 is void if: (a) the Customer modifies or allows third parties to modify the hardware Products without Hella’s written consent; and (b) if Customer does not exercised the reasonable care and control of the Products having particular regard to where the Products are being used.
- Customer is responsible for inspecting the Products upon delivery and notifying Hella immediately of any defects.
- The term of this warranty is one year from the date of delivery.
§ 7 Limitation of Liability
HELLA DISCLAIMS ALL LIABILITY FOR ANY DAMAGES, LOSS OF REVENUE OR PROFITS, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED BY CUSTOMER AS A RESULT OF CUSTOMER’S USE OF THE INFORMATION OR THE HARDWARE PRODUCT PURCHASED UNDER THIS AGREEMENT.
THIS LIMITATION OF LIABILITY EXTENDS EQUALLY TO ANY INFORMATION PROVIDED TO CUSTOMER USING THE SERVICES OF THE HOTLINE PURCHASED UNDER A SINGLE OR COMPLETE LICENSE PACKAGE.
Customer agrees that its data may be stored for implementing and executing the contractual relationship and that technical data may be stored for performing data audits relevant to data security, statistical analysis and quality control. The technical data shall be stored separately from personal data and shared only with our contractors. Hella will treat all customer data received confidentially. Hella will only disclose Customer data if required by law or a court of competent authority or with the consent of Customer.
§ 9 Miscellaneous
- This agreement is governed by the laws of the State of Michigan, USA and the courts of Michigan have exclusive jurisdiction.
- The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
- If any provision of this Agreement with Customer, including these Terms, is or becomes completely or partially invalid, the validity of the remaining provisions shall not be affected. The completely or partially invalid provision shall be replaced by a provision that best approximates the commercial intent of the invalid provision.
- No waiver of any breach of any provision of this Agreement will constitute a waiver of any other breach or waiver of such provision.
- These Terms constitute the entire agreement between the Parties and supersede any previous agreement, written or oral.
- Customer may not assign or otherwise transfer this Agreement without the prior written consent of Hella. Hella may assign this Agreement to an affiliate or subsidiary that is at least 50% owned by a common parent company.
- Neither party shall be liable for any delays or nonperformance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, epidemic, strike or labor dispute, war or other violence, or any other law, order, or requirement of any governmental agency or authority.
Components under high voltage!
Severe injuries or even death through electric shock!
Regard the following when working on or close to high-voltage systems:
- Have the high-voltage system de-energized by an "Expert in working with HV-inherent vehicles".
- Any of the working steps shall be done only by "Persons instructed in electronic systems" (EUP).