Terms & Conditions

Helios: Helios B.V., having its registered office at Emrikweg, Haarlem, trading under the names of Helios Pro Audio Solutions, Helios Online, Helios Import.

The Client: each natural or legal person on whose instructions Helios delivers Products and/or provides services, or with whom Helios enters into an Agreement or with whom Helios is holding discussions or is entering into negotiations regarding the conclusion of an Agreement.

Agreement: each Agreement coming into being between Helios and the Client, each modification or supplement thereto, as well as all (legal) actions for the preparation and execution of such Agreement. 

Products: all matters, among which included documentation and all (other) results of provision of service by Helios, which are the subject of an Agreement.

Services: all work, in whichever form and under which name, performed by Helios for or for the benefit of the Client.

Order: each assignment from the Client, in whichever form.

These general conditions shall apply to each Offer and/or Agreement between Helios and the Client to which Helios has declared them applicable, as well as to all other Agreements to which Helios is a party. Unless otherwise agreed in writing, deviating conditions or general commercial terms of the Client shall have no validity.

All prices and offers published by Helios are without obligation and under reservation. Unless stated otherwise, all prices published on this website are exclusive of V.A.T. and in Euros. The representation of the products on the websites www.helios.nl, www.helios-online.nl and www.helios-import.nl does not constitute a legally binding offer, but is only a non-binding online catalogue of the product assortment. This also applies to general offers from Helios, which are included in brochures, mailing and the like.

Ordering via the Helios online web shop
By pressing the button "Send Order", the Client makes a legally binding purchase of the products present in the basket at that moment. An order confirmation will follow immediately upon the sending the order. An Order may also be accepted by sending a separate order confirmation by email or fax.

The Order will be processed from the moment the amount due has been paid into the account Helios holds for the purpose thereof.

Terms of payment
Payment of the invoices of Helios shall take place without any deduction or setoff, not later than within the payment term as stated on the invoice. In case of non-timely payment, the Client shall be in default of payment without any notice of default being required. 

In the event of non-timely, or only partial payment of the invoice amounts, an interest of 1,5% per month, calculated from the date of the invoice on the outstanding amount shall be payable. A month shall mean each month or part of a month after the date of the invoice.  

Costs both in and out of court shall be for the account of the Client. These costs shall amount to 15% of the outstanding invoice amount as a minimum, exclusive of the payable interests, or, if they are higher, to the actual costs incurred. 

Retention of title
Services or Products delivered by Helios shall remain the property of Helios until all amounts payable, on whichever basis, have been paid to Helios by the Client.

At the first request of Helios, the Client shall give Helios all necessary assistance in order for Helios to re-obtain the possession of any goods delivered to the Client under retention of title. 

At any moment so wished by Helios, the Client shall provide further security in connection with the fulfilment of his obligations under an Agreement concluded with Helios. The Client shall take care of insurance against normal business risks of the products delivered under retention of title.

If by virtue of any stipulation of the general conditions the Client has become in default, Helios shall have the right to suspend its work or to dissolve the Agreement.

In the event of suspension of the work, Helios, before resuming its work, shall have the right to claim a bank guarantee or a payment in advance for the security of the agreed payment.

Goods will at all times be dispatched by Helios registered and insured. Delivery takes place to the delivery  address as indicated by the Client. The risk for the delivery is transferred to the Client as soon as he or his representative have signed for receipt. Immediately after receipt, goods must be inspected for possible transport damage by the Client or his representative.

In the event that the parcel offered shows visible defects or damage, the person taking receipt must notify the transport provider thereof. When taking receipt of the parcel, the Client or his representative must have the transport company confirm in writing that there was damage to the packing of the parcel. Damages must be notified by the Client to Helios within 24 hours in writing. Helios recommends the Client to refuse to take receipt of any parcel of which  the packing is damaged.

The Client is obliged to take receipt of the purchased goods at the moment they are at his disposal or are delivered to him. 

Should the Client refuse or fail to give information or instructions necessary for the delivery of the purchased goods, Helios, after having notified the Client thereof, will store the goods concerned for the risk of the Client. In such case, all additional costs shall be payable by the Client.

If Helios and the Client agree about the delivery or dispatch, the delivery or dispatch of the purchase shall take place for the account of the Client, unless otherwise agreed between Helios and the Client. Helios remains entitled to invoice the Client separately for the delivery costs. 

In the event that Helios needs information from the Client in the framework of the execution of the Agreement, the delivery time shall begin after this information has been made available to Helios by the Client. 

Unless a certain delivery time has been agreed in writing, delivery times stated are indicative and fundamentally non-binding. 

Helios shall not be liable for possible damage as a consequence of any non-fulfilment of the obligations as mentioned in the preceding paragraph of this article on the part of the Client. 

If delivery is not possible
Helios reserves the right to not deliver the agreed performance if after the conclusion of the Agreement it is established that the product or products is/are not available, even though a correct businesslike transaction was concluded. Is such case, the Client shall be informed immediately. Possible payments already realized by the Client will be returned immediately. Any other claim on the part of the Client is excluded.

Guarantee and exclusion
Unless otherwise agreed, Helios provides a  standard guarantee period of 12 months for new products. Consumer items such as vacuum tubes and CD-recordable are excluded of this standard guarantee.

This guarantee period starts with the transfer of risk to the Client. The guarantee period for used products is three months. The guarantee period for demo/B-stock goods is six months.

Excluded from the guarantee obligation is non- or inadequate functioning of the products as a consequence of upgrading or implementing changes in any other way by the Client or by third parties of the soft- and hardware and/or products comparable therewith, sold by Helios. 

The guarantee obligation shall end as soon as the Client infringes the terms of guarantee, whether or not by means of third parties, or implements changes, repairs or replacements to the products and services provided without the permission of Helios.

Defects or damages caused by negligent or incompetent acting, incorrect installation or use of incorrect accessories are excluded from guarantee. Normal tear and wear shall in any event be excluded from guarantee. 

Guarantee claims based on existing transport damage shall only be valid if the Client has complied with the obligation of inspection and notification as described in "Dispatch", paragraph 2.

Complaints with regard to visible defects to products must have been submitted to Helios within 7 days after the delivery of the products.

Complaints with regard to invisible defects to products must have been submitted to Helios within 7 days after the defects have been, or reasonably ought to have been, discovered.

Complaints must exclusively be submitted to Helios by email or by registered mail. 

In the event that complaints are not received within the term stated for that purpose, Helios shall be deemed to have complied with its obligations under the assignment or under the Agreement.

Complaints must be submitted not later than until three months after the delivery of the products. 

In the case of a recognized complaint, Helios, at its discretion, shall repair the defect or compensate the Client for the damage with due regard to these general conditions.

Force majeure
If, as a result of force majeure, the fulfilment of the Agreement may reasonably no longer or not in its entirety be demanded from Helios, Helios shall have the right to dissolve the Agreement partly or completely and/or suspend the execution thereof, without any obligation to compensate damages towards the Client

Each liability for compensation of damages towards the Client shall be restricted to no more than the amount of the agreed payment for the assignment.

The liability of Helios BV shall be restricted to direct damage, unless this damage is caused by intent or gross negligence. Helios shall not be liable for indirect damage, resulting damage, loss of profit or any other damage of any other nature.

Helios shall not be liable for defects caused by circumstances which are for the account and risk of the Client and/or third parties. 

The client indemnifies Helios against all claims of third parties, of whichever nature and on whichever basis.

If an assignment or order is cancelled partly or entirely by the Client, the Client shall be obliged to compensate Helios for all costs reasonably incurred in respect of the assignment or order, without prejudice to the entitlement ofHelios BVof compensation of loss of profit and other damage arising from the cancellation.

Changes and Dissolution
Changes to the Agreement may only be agreed in writing, signed by both parties. Either of the parties is entitled to partly or entirely dissolve the Agreement in accordance with the provisions of Book 6 of the Dutch Civil Code. Dissolution shall have no effect on the right on compensation towards the party in breach.

Unless intent or gross negligence can be demonstrated, requests for compensation of damage towards Helios based on non-fulfilment or delay shall be excluded.

Amounts due and payable
Claims Helios BV has on the Client shall become immediately due and payable if Helios BV becomes aware of circumstances giving it reasonable doubt that the Client will not be able to fulfil its obligations, like for instance in the event of suspension of payment, seizure or liquidation.

In the aforementioned cases Helios shall have the right to suspend any further execution of the current assignments or to dissolve the current Agreements, all this without prejudice to its right to compensation.

Applicable law / the court having jurisdiction
Dutch law shall apply to all deliveries, assignments and agreements under these General Conditions.

In the event of disputes, the Haarlem District Court shall have exclusive jurisdiction.

Final stipulation
If any of the above stipulations cannot be realized on whichever basis, this shall have no effect on the remaining stipulations.