Helyss Ltd - Branding and OEM Manufacture

helyss limited

terms & conditions

These General Conditions of Sale are those of the company Helyss Ltd, whose registered office is located at 38 Carey Road
Wokingham – Greater London – RG40 2NP Berkshire – UK, registered with the British Trade and Companies Register, under number 14085219.

1. Purpose and scope
1.1 The general conditions of sale described below detail the rights and obligations of
the company Helyss Limited and its customer in connection with the sale of the
following goods present on the entire site www.helyss.net.
1.2 Any acceptance of the estimate/purchase order, including the clause “I
acknowledge having read and I accept the general conditions of sale attached
hereto” implies the buyer unreserved acceptance of these general conditions of

2. Price
2.1 The prices of the goods sold are those in force on the day the order is taken.
They are denominated in euros and calculated excluding taxes. Consequently, they
will be increased by the VAT rate and transport costs applicable on the day of the
2.2 Helyss Limited reserves the right to modify its prices at any time. However, it
undertakes to invoice the goods ordered at the prices indicated when the order is

2.3 The 10 + 1 promotion is only valid on items not exceeding 100 eur in value

2.4 The 10 + 1 promotion can not be applicable on the categories : RoG GPS Device – Supplements food – RoG Electronic – Medical and Care – Dog training- Hunting accessories – Cameras – Stable Sticks – Birds call – Dog Vests

3. Purchase
3.1 The supplier undertakes to deliver the products ordered by the distributor within
the time limit of 48 hours to 4 months from the date of signature of the order form by
the distributor.
3.2 In the event of late delivery of the products, the supplier undertakes to inform the
distributor thereof within a reasonable time.
3.3 The distributor cannot ask the supplier for any form of compensation in the event
of delay or cancellation of the delivery of the products.
3.4 The parties agree to respect the minimum order requirement which is as follows:
Each MOQ indicated by product reference must be respected to acquire the
corresponding distributor prices.
3.5 If the distributor does not meet the minimum order requirements, the supplier
reserves the right to adjust the corresponding prices accordingly.

4. Discounts and rebates
4.1 The prices offered include discounts and rebates that Helyss Limited may grant
based on its results or the payment by the purchaser of certain services, excluding
spontaneous promotional codes.

5. Non-reproduction
5.1 The non-reproduction of products and prices, which includes the prohibition to the
customer to copy the products marketed by the supplier, to apply the same prices set
up by the Supplier, to offer the same products to their distribution networks without
the prior written consent of the supplier.

6. Terms of resale
6.1 As an independent trader, the customer is free to determine the resale price of
the goods.
6.2 The customer undertakes to keep the goods well maintained, presentable and in
good condition.
6.3 Customer agrees to market and display Supplier's products in a manner that
positively promotes them to Customers.
6.4 The customer undertakes to maintain a sufficient stock of products to meet the
demands of its customers.
6.5 The customer agrees to distribute the products he has referenced and to promote
them throughout the year to his network by all the means in his possession
(commercial, websites, advertisements, S.E.O referencing).

7. Retention of title clause
7.1 Helyss Limited retains ownership of the goods sold until full payment of the price,
in principal and incidentals. As such, if the buyer is subject to receivership or judicial
liquidation, Helyss Limited reserves the right to claim, within the framework of the
collective procedure, the goods sold and remained unpaid.

8. Return & Service
8.1 The warranty period is between 1 year minimum and 3 years maximum
depending on the products sold by the supplier. This period begins from the date of
invoicing of the goods to the customer. The warranty conditions are specified on each
purchase invoice. During the warranty period, the customer has the choice of
requesting a product exchange free of charge or requesting a credit note.

9. Reservation on delivery
9.1 Written:
The reservations must be annotated and dated on the transport document itself by
the recipient so that there is no possible dispute on the day of delivery and,
consequently on the starting point of article L133 -3 of the French commercial code
and the annual prescription.
9.2 Significant:
The reservations must be the equivalent of a photograph of the goods delivered: they
must clearly show the nature and extent of the damage.
Reservations must be clear and precise.
9.3 Complete:
Only the damage mentioned in the reservations is retained as existing at the time of
– nature of the damage; precisely defined;
– extent of damage;
– significance of the damage;
– the quantity of material concerned.
The reservations made by the recipient on delivery on the transport ticket show the
existence of damage and they trigger the mechanism of the presumption of liability
against the carrier.
However, the completion of an additional formality is necessary, namely the sending
to the carrier of a reasoned protest (confirmation of reservations) within 3 days of
delivery (article: L.133-3 of the Commercial Code) and Article 32 of this contract.
9.4 Reservations on the carrier's delivery note:
The recipient confirms his reservations to the carrier by writing to him by registered
letter with acknowledgment of receipt and retains proof of dispatch, receipt and the
duplicate of the letter which may be requested from him subsequently.

PLEASE NOTE: the mention "subject to unpacking" has no legal value. Acceptance
of delivery without reservations or, which amounts to the same thing, with
meaningless reservations entails a presumption of receipt in conformity with regard to
the recipient.


9.5 Article 1642 of the Civil Code:
"The seller is not liable for apparent defects of which the buyer has been able to
convince himself".

The customer cannot reproach the supplier for apparent defects that he would not
have noticed himself in an obvious way.

The customer must note the defects of the order upon receipt by opening the
package in front of the carrier. If you accept a package without making any
reservations on the delivery slip, it is presumed to have been delivered complete and
in good condition.
9.6 To whom must the reasoned protest be notified?
In the event that transport is involved:
The goods received have a defect probably related to transport.
It is to the carrier and even more specifically to the one who made the delivery that
the distributor must notify his protest each time the transport document makes it
possible to identify him.
In the event that the supplier is implicated:
The goods received have a defect likely related to manufacturing.
It is to the supplier that the distributor must notify his protest.
9.7 How should it be addressed?
In the event that transport is involved:
This formality must be completed by registered letter with acknowledgment of receipt.
In the event that the supplier is implicated:
This formality must be completed by email mentioning the subject: URGENT

10.1 The order and sale of goods or merchandise is made on the condition of the
edition of an order form validated by the distributor. The distributor has a period of
fourteen days, from the date of publication of the order form, to notify the supplier of
any request for modification or cancellation of the order form.
10.2 The purchase order will be automatically validated by an invoice on the fifteenth
day following its publication.

11.Product Care
Once the supplier's products are in its possession, the customer is responsible for
the maintenance and repair of the products.

12.Information and support
12.1 The supplier undertakes to provide the distributor with all information,
instructions, guarantees and notes relating to the products covered by this contract.
12.2 The customer undertakes to carry out with the supplier, once a year, the
crossing of its referencing with regard to all the references of the supplier.
12.3 The two parties undertake to take stock, once a quarter, of restocking and the
editing of purchase orders.

13.1 Supplier grants Distributor permission to use its brand names through Point of
Sale Advertisements ("Akis Technology" and "ROG Hunting") and their signage in
accordance with this Agreement, for the purposes of promotion and identification of
the supplier's products.
13.2 The Supplier grants the Distributor a free loan of any necessary signage bearing
its brand names (“Akis Technology” and “ROG Hunting”).
13.3 The distributor undertakes to keep the supplier's signage well maintained and in
good condition.

The parties agree to respect the confidentiality of all financial and commercial
information exchanged for the purposes of this agreement. The parties agree to use
this information only for the purpose of complying with the T&Cs.
The client undertakes not to share his access (password and identifier) with a third
party who is not part of his professional structure.
The customer agrees not to communicate the price lists which he has access to from
his account.

15.Intellectual property
15.1 The distributor undertakes to indicate in all relevant documentation, as well as in
its point of sale, that it is an independent trader in order to communicate reasonably
to customers that the supplier is the owner of the intellectual property rights of its
15.2 The supplier owns the intellectual property rights to any brand image, logo,
signage or any other element that identifies its company and its products.

16. Delivery
Delivery is made:
Either by direct delivery of the goods to the buyer;
Either by sending a notice of availability in store to the attention of the buyer;

Either by depositing the goods at the place indicated by the buyer on the order form.
Le délai de livraison indiqué lors de l'enregistrement de la commande n'est donné
qu'à titre indicatif et n'est aucunement garanti.
Consequently, any delay in the delivery of the products cannot give rise to the benefit
of the buyer to:
The award of damages;
Cancellation of the order;
The risk of transport is fully borne by the buyer.
In the event of goods missing or damaged during transport, the buyer must make all
the necessary reservations on the order form upon receipt of the said goods. See
clause N°9.

17. Force majeure
17.1 Neither party shall be liable for any delay or breach of its contractual obligations
due to an event beyond its control and which could not reasonably be foreseen.
17.2 In the event of force majeure such that a contractual obligation cannot be
performed, the contract will be temporarily suspended until the end of the event. As
such, the parties agree to consider as force majeure any pandemic-type event,
resulting in confinement of any kind or even a temporary blockage of deliveries or a
disruption in the supply of products necessary for the manufacture of the products
stipulated in the Appendix. 1 of this contract.

18.Change of ownership
18.1 The liability of Helyss Limited cannot be implemented if the non-execution or the
delay in the execution of one of its obligations described in these general conditions
of sale results from a case of force majeure. As such, force majeure means any
external, unforeseeable and irresistible event within the meaning of article 1148 of
the Civil Code.

19. Terms Payments
19.1 The deadline agreed between the parties to settle the amounts due are as
– Payment by bank transfer of the entire order before each shipment.
– Payment by PayPal of the entire order before each shipment.
19.2 The customer must pay this amount when validating his online order.
No payment delay will be granted.

19.4 In the event of non-payment or late payment on orders by bank transfer:
– Late payment penalties are payable by the supplier without a reminder being
necessary. Sending a registered letter is therefore not required to trigger his right to
collect the required late payment penalties.
These run from the day following the payment due date indicated on the invoice, i.e.
14 days after confirmation of the order.
– The penalty rate in the event of late payment is set at 10% of the amount remaining
due on the invoice (for orders delivered) or on the order form (for expected
As of January 1, 2015, the legal interest rate will be revised every 6 months (Order
no. 2014-947 of August 20, 2014).
– In addition, a fixed compensation of €40 is due from the first day following the due
date for payment indicated on the invoice or on the order form, when payment is not
made in full within the time limit provided. .
This compensation is fixed per order and is not renewed on the following days of
Articles 441-10 and D. 441-5 of the Commercial Code.
19.5 This agreement is subject to French law.
Any dispute between the Parties relating to the validity, interpretation or execution of
this contract will be subject to the exclusive jurisdiction of the Commercial Court of
Paris, unless there are mandatory rules to the contrary.

20. Termination clause
If within 15 days following the implementation of the "Late payment" clause, the buyer
has not paid the remaining sums due, the sale will be automatically canceled and
may give rise to the allocation of damages for the benefit of Helyss Limited.
21.Additional charges
PayPal fees will be charged to the customer's invoice when he chooses this method
of payment. These costs are assessed at 3% of the total amount of the invoice.
22.Import Responsibility
The customer remains responsible for his purchases on the www.helyss.net site. The
customer is responsible for imports into his country and must inform himself of the
regulations in force before any importation.
Import charges, such as VAT, customs fees on orders that can be shipped outside
the country of purchase will remain the responsibility of the customer.
I acknowledge having read and I accept the general conditions of sale.

21. Reseller Order and Account Maintenance Conditions

By agreeing to become a reseller of RoG Hunting, you consent to adhere to the following conditions regarding orders and the maintenance of your account:

Minimum Orders: To maintain an active account and benefit from the advantages of our reseller program, you agree to place a minimum order of 750 EUR every 60 calendar days.

Active Account: A reseller account will be considered active as long as the aforementioned minimum orders are met. Failure to comply with this condition will result in temporary deactivation of the account, followed by permanent removal if the minimum orders are not met within the specified timeframe.

Semi-Exclusivity: As a reseller of RoG Hunting, you enjoy semi-exclusivity in your specific geographic region. This semi-exclusivity is subject to adherence to the minimum orders and may be revoked in case of non-compliance with the conditions outlined herein.

Effect of New Conditions: The new reseller order and account maintenance conditions will take effect from April 2024.

By accepting these conditions, you acknowledge the importance of maintaining a mutually beneficial relationship with RoG Hunting and agree to adhere to the directives outlined herein.

For any questions or clarifications regarding these conditions, please contact our customer service at contact@helyss.net.

By placing an order on our website as a reseller, you confirm your acceptance of these conditions.

These Reseller Order and Account Maintenance Conditions are an integral part of RoG Hunting’s General Terms and Conditions of Sale and are subject to their jurisdiction.