General conditions

Article 1: General

1. The terms and conditions apply to every offer and quotation by, and agreement with Helpo bvba. hereinafter referred to as “Helpo”, unless the agreement expressly deviates from these terms and conditions in writing.
2. The applicability of any purchasing or other conditions of the other party of Helpo bvba. hereinafter referred to as “the buyer”, is expressly rejected.
3. If one or more stipulations in these general terms and conditions are null and void or annulled at any time, in whole or in part, then the remaining stipulations in these general terms and conditions will remain fully applicable. Helpo and the customer will then consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.

Article 2: Offers, quotations and orders

1. All prices and conditions mentioned in general offers or catalogs or on Helpo’s website are without obligation, unless it is expressly stated in writing that the mentioned prices and conditions are guaranteed for a certain period of time.
2. Helpo has carefully compiled its general offers, website and catalogs. Nevertheless, errors may have crept in, or (the composition of) the articles may have changed and/or be out of stock. Helpo is not liable for errors and deviations in pictures, drawings, descriptions or prices of items in general offers, the website or catalogs.   Typing or programming errors reserved
3. Helpo cannot be held to its quotations or offers if the customer can reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake or slip of the pen. Only an offer tailored individually to the specific customer, can be considered an offer. A quotation with a compound quotation is indivisible, so that only the quotation as a whole can be accepted.
4. If the customer’s acceptance of an offer or quotation deviates (whether or not on minor points) from the offer included in the quotation or quotation, Helpo is not bound by it, unless Helpo indicates otherwise.
5. Customer orders are only binding for Helpo after they have been confirmed in writing by Helpo. Verbal statements by Helpo’s employees are to be regarded as indications only, from which no rights can be derived.
6. Orders confirmed by Helpo are delivered at the prices stated in the order confirmation, but Helpo reserves the right to raise the prices, if between the time of the order confirmation and delivery the purchase prices, taxes, levies, transport costs, storage costs and/or insurance costs to be paid by Helpo have become higher.
7. All prices offered and quoted are exclusive of V.A.T., other government levies, and shipping and handling charges, unless otherwise indicated.

Article 3: Discounts

1. Helpo may offer a standard discount on the gross goods value to a specific customer for future orders.
   Only a written communication to this effect from Helpo entitles the customer to this standard discount. Helpo is entitled at any time to withdraw, change, suspend or attach conditions to the standard discount. The standard discount is in all cases subject to the conditions set out in paragraphs 2 to 5 of this article.
2. For deliveries with a gross goods value of up to €67.50, the standard discount or any other discount cannot be claimed.
3. For deliveries with a gross goods value of € 67.50 to € 202.50, Helpo reserves the right to apply a discount reduction of 15% (percentage points) to the agreed discount.
4. In all cases, Helpo reserves the right to apply a discount reduction of 15% (percentage points) from the agreed discount for any item, if the standard packaging of that item is not ordered.
5. If discount reductions apply, only 15% will be deducted once. If the order is placed all at once, but is to be delivered at different locations and/or in separate quantities, each shipment shall be considered a separate order for the purpose of calculating the discount.
6. The term gross goods value means the sales price (excluding: VAT, transportation costs and other additional costs), as shown in the gross price list used by Helpo at any given time.

Article 4: Execution of agreements

1. Delivery is free domicile in Belgium via a transport facility to be determined by Helpo. The Netherlands is to be determined. Notwithstanding the above, Helpo reserves the right to surcharge transport costs for deliveries up to and including € 500.00 gross value. If deliveries are made outside the Netherlands and Belgium, transport costs will always be charged, unless expressly agreed otherwise in writing.
2. All delivery times agreed with Helpo are approximate and should never be considered as deadlines, unless expressly agreed otherwise. Exceeding a delivery date, even if it is to be regarded as a deadline, does not entitle the customer to rescind the contract or claim damages.
3. If Helpo requires data from the customer for the execution of the agreement, the execution period does not start until after the customer has made these available to Helpo correctly and completely.
4. The buyer is obliged to take delivery of the goods at the time they are made available to him.
5. If the buyer refuses to accept offered deliveries, or is negligent in providing information or instructions necessary for delivery, or refuses to provide a previously requested proper security for payment of the invoice with additional costs, then Helpo’s obligation to deliver expires, without prejudice to the buyer’s obligation to pay the invoice for the uncollected goods.
6. If it has been agreed that goods will be delivered on call and/or for a specified period and the customer does not make use of them within the agreed period, then Helpo’s obligation to deliver expires, without prejudice to the customer’s obligation to pay the invoice for the goods not taken.
7. Helpo is entitled to execute the contract in several phases/deliveries and to invoice the executed part separately.
8. The buyer is not entitled to use or cause to be used drawings, descriptions, illustrations and technical data supplied by Helpo in order to manufacture or cause to be manufactured similar products.

Article 5: Payment and default

1. In principle, the customer receives the invoice from Helpo almost simultaneously with the delivery. However, Helpo has the right at any time to demand payment in advance (in cash), or adequate security for payment of the invoice and additional costs. Specifically when it comes to specially ordered items or trailers to be made, part of the invoice may be required as payment in advance. A percentage of the invoice amount will then be agreed.
2. Helpo is entitled to increase the amount of each invoice by a credit limitation surcharge of 2%, calculated on the total amount of goods plus freight and handling charges, which credit limitation surcharge the customer can deduct from the amount he owes, if payment is made within 10 days of the invoice date.
3. Any recourse to setoff, suspension, discount or compensation, with an invoice from Helpo is excluded.
4. Unless otherwise agreed, the term of payment of Helpo’s invoices is 30 days from the invoice date, which is to be regarded as a strict deadline, beyond which the customer will be in default, without notice of default being required.
   If a customer defaults on one invoice, then from that date he will also be deemed to be in default with regard to other outstanding invoices whose payment deadline has not yet expired.
5. From the date of default, the customer shall owe Helpo default interest in the amount of 1.5% per (part of a) month on the outstanding invoice balance.
6. If the customer is in default or absence in the (timely) fulfillment of its obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the customer. These costs amount to 15% of the invoice amount or, at Helpo’s option, the actual costs incurred.
7. Payments made by the buyer shall be deducted from the amount due in the order of article 6:44 BW, even if the buyer designates a different allocation.

Article 6: Termination and suspension of the agreement.

1. Helpo is authorized, without further notice or announcement being required, to suspend the fulfillment of its obligations or dissolve the contract, if:
   • The buyer does not, not fully or not timely fulfill the obligations under the agreement (including the obligation for timely payment);
   • After the conclusion of the agreement Helpo learns of circumstances that give good reason to fear that the buyer will not fulfill its obligations;
   • the customer was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
   • as well as in case of liquidation, of (application for) suspension of payments, debt restructuring or bankruptcy, of seizure – insofar as the seizure has not been lifted within three months – at the expense of the buyer, or any other circumstance as a result of which the buyer can no longer freely dispose of his assets.
2. Furthermore, Helpo shall be authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or that the unaltered maintenance of the agreement cannot reasonably be required of Helpo.
3. If the contract is dissolved or suspended by Helpo, Helpo’s claims against the customer are immediately due and payable. The Purchaser shall be obliged to reimburse Helpo for the damage caused on Helpo’s side as a result of the dissolution or suspension. Helpo shall never be obliged to reimburse damages and costs incurred on the customer’s side as a result of the dissolution or suspension.

Article 7: Claims and liability

1. Except in the case of a hidden defect, complaints are only considered and can only lead to compensation if reported to Helpo in writing within eight days of delivery of the goods. In the case of a hidden defect, complaints must be made in writing within eight days of the discovery of that defect.
2. Any right of complaint – including for hidden defects – shall lapse as soon as the customer has had the goods processed, incorporated into a larger whole or disposed of.
3. If the composition of a product is changed from previous deliveries, but the new composition fulfills the intended purpose, this does not give a right to complain. A deviation of 5% with respect to the quantity delivered does not give a right of complaint.
4. Helpo is not liable for the manner in which the customer uses or applies the goods supplied by Helpo, unless Helpo has been advised to do so in writing and the respective items turn out not to be suitable for the application advised by Helpo in writing. Any liability of Helpo shall cease, if the data and information supplied by the customer, on the basis of which the advice was given by Helpo, turn out to be incorrect, incomplete and/or unsound.
5. Insofar as the delivery is not based on the customer’s technical specifications, Helpo will deliver according to the drawings, descriptions, illustrations and technical data it provides. Should these show deviations from reality, this does not give a right of complaint.
6. If a complaint is justified, then Helpo is free to proceed with either free replacement, repair, or crediting as far as faulty or insufficient goods have been delivered, or paying replacement damages, at Helpo’s discretion. In the case of replacement or credit, the customer is obliged to return the replaced or credited goods to Helpo.
7. In the event of an unfounded complaint, the costs incurred as a result, including investigation costs, shall be borne by the customer.
8. Should Helpo be liable in any way for damages incurred by the customer, the amount of its obligation to compensate is in all cases limited to a maximum of the invoiced amount for the goods to which the damages relate and then only insofar as Helpo can recover the amount of damages from its supplier or insurer.
9. Helpo is never liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business interruption.
10. The customer is only entitled to return the delivered goods if prior written consent has been given by Helpo. Only in this case will the returned goods be credited, provided they are in good condition and in their original packaging, less a fee of 10% of the amount to be credited to Helpo.

Article 8: Retention of title

1. All goods supplied by Helpo remain the property of Helpo until such time as payment of all outstanding invoices and other claims of Helpo by the customer has taken place.
2. The Buyer is prohibited from disposing of, pledging or otherwise encumbering the goods covered by the retention of title pursuant to paragraph 1. The buyer must always do everything that can reasonably be expected of him to secure Helpo’s property rights.
3. If third parties seize the goods delivered under retention of title, or wish to establish or assert rights to them, the buyer is obliged to inform Helpo immediately.
4. The customer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as theft, and to present the policy of this insurance to Helpo for inspection on first request. In the event of an insurance payment, Helpo will be entitled to this money. As far as necessary, the customer undertakes in advance to lend its co-operation to everything that may be necessary or desirable in this context.
5. The Buyer gives unconditional and irrevocable permission in advance to Helpo and third parties to be appointed by it to enter all those places where Helpo’s property is located and to repossess those goods in the exercise of its retention of title.

Article 9: Rental conditions

1. General terms and conditions apply to all agreements between Helpo and the lessor. In addition, these specific rental conditions mentioned in article 9 apply regarding:
2. Valid identification and driver’s license are required. A copy of this or the ID card will be made by Helpo bvba.
3. The rental fee must be paid in cash at the start of the rental period.
4. The renter is responsible for insuring the trailer/trailer throughout the duration of this agreement, insurance abroad is entirely at his own risk. The renter must therefore insure himself for the rental period. And is liable for both civil and criminal occurring accidents or violations.
5. Traffic violations (see also point 4) made with the trailer/trailer during the rental period are the responsibility of the renter.
6. Damage: in case of damage or theft, this must be reported to Helpo immediately. The lessor remains the owner of the rented vehicle/trailer. The hirer is responsible for any damage to the rented vehicle trailer/trailer, of any kind and he undertakes to pay for any damage in full.
7. The trailer/trailer may not be loaned and/or sublet to third parties during the entire rental period.
8. In case of theft, the daily value of the rented trailer/trailer will be recovered from the lessor. The trailer must be locked during the entire rental period. On request by us as an extra to be lent.
9. The renter is not responsible before what is transported with a trailer/trailer during the rental period.
10. If the renter fails to return the rented vehicle/trailer/trailer on the date of the end of the rental, the renter is deemed to have purchased the vehicle. The new value with VAT, will then be invoiced to him/her. If the trailer is returned dirty after use, we will charge 50,- Euro.
11. Our Invoices are payable in cash and without discount. Any unpaid Invoice will be increased by a flat fee (10% – max. E2500,-) and late payment interest (7% per year) without prior notice.
12. Deposit: without prejudice to see the contact rental conditions article 9 Which the tenant acknowledges to have read and approved at the signing of The agreement which is expressly agreed above.

Article 10: Final provisions

1. Only Belgian law applies to all agreements between Helpo and the customer.
2. Each dispute and claim related to the agreement between Helpo and the Purchaser, or to previously concluded agreements between Helpo and the Purchaser, or to further agreements that may result therefrom, will be settled by the District Court in Tongeren, or where the sector is competent, except insofar as mandatory competency rules prevent this choice.
3. In case of conflict between the Dutch language text of these general terms and conditions and any translations thereof, the Dutch language text shall always prevail.