General terms and 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 customer", is expressly rejected.
3. Should one or more stipulations in these general terms and conditions be null and void or annulled at any time, in whole or in part, 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 meaning of the original provisions.

Article 2: Offers, quotations and orders

1. All prices and conditions mentioned in general offers or catalogues or on Helpo's website are non-binding, unless it is expressly stated in writing that the mentioned prices and conditions are guaranteed for a certain time.
2. Helpo has carefully compiled its general offers, website and catalogues. 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 and descriptions or prices of articles in general offers, the website or catalogues. Typing or programming errors are 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 offer 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 can only be regarded as an indication, 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 increase 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 gross goods value discount to a specific customer for future orders.
   Only a written communication to this effect from Helpo gives entitlement to this standard discount. Helpo is entitled at any time to withdraw, amend, 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, no claim can be made for the standard discount or any other discount.
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) to the agreed discount for any item, if the standard packaging of that item is not ordered.
5. If discounts apply, only one 15% will be deducted. If the order is placed all at once, but is to be delivered at different locations and/or in separate quantities, each consignment 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, transport costs and other additional costs), as shown in the gross price list used by Helpo at any time.

Article 4: Execution of agreements

1. Delivery in Belgium is free domicile via a transport facility to be determined by Helpo. The Netherlands is to be determined. Notwithstanding the above, Helpo reserves the right to charge a surcharge for transport costs for deliveries up to € 500.00 gross value of goods. In the case of deliveries outside the Netherlands and Belgium, transport costs will always be charged, unless expressly agreed otherwise in writing.
2. All delivery dates agreed with Helpo are approximate and should never be considered as deadlines, unless explicitly agreed otherwise. Exceeding a delivery date, even if it is to be considered as a deadline, never gives the right to rescind the concluded agreement or to 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 customer refuses to accept offered deliveries, or is negligent in providing information or instructions necessary for the delivery, or refuses to provide a previously requested proper security for payment of the invoice with additional costs, Helpo's obligation to deliver expires, without prejudice to the customer's obligation to pay the invoice for the goods not taken.
6. If it has been agreed that goods will be delivered on call and/or for a certain period and the customer does not make use of them within the agreed period, Helpo's obligation to deliver lapses, without prejudice to the customer's obligation to pay the invoice relating to the uncollected goods.
7. Helpo is entitled to execute the contract in several phases/deliveries and to invoice the executed part separately.
8. The customer is not entitled to use or have used drawings, descriptions, illustrations and technical data supplied by Helpo in order to manufacture similar products or have them manufactured.

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 manufactured, 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 administration costs, which credit limitation surcharge the customer may deduct from the amount due by him, if payment is made within 10 days of the invoice date.
3. Any recourse to set-off, suspension, discount or compensation, with an invoice from Helpo is excluded.
4. Unless otherwise agreed, the payment term of Helpo's invoices is 30 days from the invoice date, which term is to be regarded as a strict deadline, by which the customer is in default, without notice of default being required.
   If a customer defaults on one invoice, it shall be deemed to be in default from that date 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 buyer is in default or absence in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining satisfaction out of court shall be borne by the buyer. These costs amount to 15% of the invoice amount or, at Helpo's discretion, 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 authorised, without any further notice of default or announcement being required, to suspend the fulfilment of its obligations or dissolve the agreement, if:
   • the customer does not fulfil the obligations under the agreement, or does not fulfil them in full or in time (including the obligation to pay on time);
   • After the conclusion of the agreement Helpo learns of circumstances that give it good reason to fear that the customer will not fulfil its obligations;
   • the customer was requested to provide security for the fulfilment of his obligations under the agreement when the agreement was concluded 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 will be authorised to dissolve the agreement, if circumstances arise of such a nature that fulfilment of the agreement is impossible or that Helpo cannot reasonably be expected to maintain the agreement unaltered.
3. If the contract is dissolved or suspended by Helpo, Helpo's claims against the customer are immediately due and payable. The customer shall be obliged to reimburse Helpo for the damage caused on Helpo's side as a result of the dissolution or suspension. Helpo will never be obliged to reimburse damages and costs incurred on the customer's side as a result of the dissolution or suspension.

Article 7: Complaints and liability

1. Except in the case of a hidden defect, complaints will only be considered and can only lead to compensation if reported to Helpo in writing within eight days of delivery of the goods. In 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 buyer has had the goods processed, incorporated into a larger whole or disposed of.
3. If the composition of a product has changed compared to previous deliveries, but the new composition fulfils the intended purpose, this does not give a right of complaint. A deviation of 5% with regard 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 will cease, if the data and information supplied by the customer, on the basis of which Helpo's advice was given, prove to be incorrect, incomplete and/or faulty.
5. Insofar as the delivery is not made according to the customer's technical specifications, Helpo delivers according to the drawings, descriptions, illustrations and technical data it provides. Should these deviate from reality, this does not give a right to complain.
6. If a complaint is justified, Helpo is free to either replace or repair the goods free of charge, or credit them insofar as faulty or inadequate goods have been delivered, or to pay compensation, at Helpo's discretion. In 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 compensation obligation will in all cases be limited to a maximum of the invoiced amount of 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 shall never be liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
10. The customer is only entitled to return the delivered goods, if previously authorised in writing by Helpo. Only in this case will the returned goods be credited, provided that the returned goods are in good condition and in their original packaging, less a compensation of 10% of the amount to be credited, due to Helpo.

Article 8: Retention of title

1. All goods delivered by Helpo remain the property of Helpo until the moment when all outstanding invoices and other claims of Helpo have been paid by the customer.
2. The customer is prohibited from disposing of, pledging or otherwise encumbering the goods that are subject to retention of title pursuant to paragraph 1. The customer 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 customer 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. Insofar as necessary, the customer undertakes in advance to render its co-operation to everything that may be necessary or desirable in this context.
5. The customer 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 within the scope of exercising its reservation of ownership.

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. Possession of a valid identity card and driving license is required. A copy of this or the ID card will be made by the lessor Helpo bvba.
3. The rental fee must be paid in cash at the start of the rental period.
4. The hirer is responsible for insuring the trailer/trailer throughout the duration of this agreement, insurance abroad is entirely at his own risk. The hirer must therefore insure himself for the hire 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 hirer.
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 lent and/or re-let to third parties during the entire rental period.
8. In case of theft, the current value of the hired trailer/trailer will be recovered from the lessor. The trailer must be locked during the entire rental period. On request, we will lend it out as an extra.
9. The renter is not responsible before what is transported with a trailer/trailer during the rental period.
10. If the rented vehicle/trailer/trailer is not returned by the end of the rental period, the renter is deemed to have bought the vehicle. He/she will then be charged the new-for-old value with VAT. 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 E2500.00) and default interest (7% per year) without prior reminder.
12. Deposit: without prejudice to see the contactual rental conditions article 9 Which the tenant acknowledges having read and approved upon signing The agreement expressly agreed above.

Article 10: Final provisions

1. Only Belgian law applies to all agreements between Helpo and the customer.
2. Every dispute and claim related to the agreement between Helpo and the customer, or to previously concluded agreements between Helpo and the customer, or to further agreements that may result from them, will be settled by the District Court in Tongeren, or when the sector is competent, all this except insofar as mandatory competency rules would 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.