General Terms and Conditions

General Terms and Conditions Helmacab Holland B.V.

Article 1 Definitions
  1. Helmacab: Helmacab Holland B.V, the User of these General Terms and Conditions, having its registered seat in Gorinchem, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 23084874.
  2. Counterparty: the natural or legal person, with whom Helmacab has concluded an agreement.
  3. Agreement: the agreement concluded between Helmacab and the Counterparty whereby Helmacab has obliged itself to the supply of goods, including without limitation to electro technical equipment, installations, regulation systems and automation systems.
  4. In writing: under communication in writing is also understood communication generated along electronic means.
Article 2 General
  1. These General Terms and Conditions are applicable to each offer and each concluded agreement between Helmacab and the Counterparty.
  2. The applicability of the purchase or other terms and conditions of the Counterparty is explicitly rejected.
  3. Deviations of the content of these General Terms and Conditions can only take place in writing. If the stipulations in the agreement deviate from the stipulations in these General Terms and Conditions, the stipulations in the agreement shall supersede.
  4. When one or more of the present stipulations are or are declared void, then this does not affect the validity of the other stipulations. In such cases the parties are obliged to enter into mutual consultation in order to arrange for a replacement regarding the affected stipulation. Thereby the purpose and purport of the original stipulation should be observed as much as possible.
Article 3 Offer and conclusion of agreements
  1. Each offer and each tender is non binding.
  2. Evident mistakes in the offer do not bind Helmacab.
  3. A Counterparty cannot derive any rights from an offer that is based on incorrect or incomplete information provided by the Counterparty.
  4. Helmacab is never obliged to accept an order.
  5. An offer does not automatically apply for subsequent agreements.
  6. Agreements are deemed to be concluded on the moment that the order placed by the Counterparty is confirmed by Helmacab in writing.
  7. Catalogues or other written documents provided thereto by Helmacab shall determine the agreed features and specifications of the products to be provided, as well as the possible directions with regard to the application and/or processing thereof. The Counterparty can never derive any rights from oral information of advises by Helmacab regarding the features and specifications of the products to be supplied.
Article 4 Delivery
  1. Unless it has been explicitly agreed otherwise, the place of delivery shall be regarded the delivery address stated by the Counterparty.
  2. Regarding deliveries for which in view of the nature or size thereof no offer or order confirmation has been issued, the packing note will be deemed to reflect the agreement correctly and completely.
  3. Helmacab will make the effort to meet with the delivery terms agreed between the parties in a timely manner. However all stated terms are solely indicative, non fatal terms. The Counterparty cannot claim dissolution of the agreement then after he has notified Helmacab in writing of a default whereby he grants Helmacab a reasonable term to comply with the obligations of the agreement and the compliance has still not taken place after the expiration of the last mentioned term.
  4. In case of extension of the stated delivery term the Counterparty is never entitled to refuse to accept the delivered goods and/or not to pay the agreed purchase price. If the Counterparty nevertheless refuses to accept the delivered goods, then Helmacab is entitled to store the delivered goods elsewhere for the account and the risk of the Counterparty, notwithstanding the obligation of the Counterparty to pay the purchase price.
  5. If the goods cannot be delivered as a consequence that can be attributed to the Counterparty, then Helmacab shall store the delivered goods elsewhere for the account and the risk of the Counterparty, notwithstanding the obligation of the Counterparty to pay the purchase price. Upon the first request of Helmacab the Counterparty shall notify within which term the goods will be accepted anyway. This term shall never be longer than three months after the request set forth in the previous sentence. Helmacab is entitled to dissolve the agreement if the Counterparty, after the expiration of the term set forth in the previous sentence, is still in default to take off the goods. The agreed purchase price, all made costs, damages and interests will be eligible for compensation.
  6. Unless it has been explicitly agreed otherwise Helmacab reserves the right to let the delivery take place in parts.
  7. The risk of loss or damage of the goods is transferred to the Counterparty on the moment that goods are received by or on behalf of the Counterparty.
  8. Packaging, crates, pallets, spindles etc. will at all times remain the property of Helmacab. The Counterparty is obliged to return the goods referred to in the previous sentence within thirty days after delivery without damages.
Article 5 Suspension and dissolution
  1. Helmacab is entitled to suspend the execution of the agreement or, if the circumstances justify dissolution, to dissolve the agreement with immediate effect if:
  • After the conclusion of the agreement circumstances that come to the knowledge of Helmacab give good reason to fear that the Counterparty shall not comply with his obligations;
  • The Counterparty does not or not timely or not completely comply with the obligation under this agreement.
  1. If the Counterparty is in a state of bankruptcy, has requested a stay of payments, any seizure of his assets has taken place or in cases wherein the Counterparty otherwise cannot freely dispose over his assets, Helmacab is entitled to dissolve the agreement with immediate effect.
  2. Furthermore Helmacab is entitled to dissolve the agreement if circumstances arise of such nature that compliance with the agreement is impossible or an unchanged maintaining thereof cannot be reasonably required.
  3. All extra costs to be made and damages suffered in relation to a suspension and/or dissolution of the agreement are for the account of the Counterparty.
  4. The Counterparty shall never have any claim to compensation for damages in connection with the right to suspension or dissolution exercised by Helmacab on the basis of this Article.
  5. If Helmacab dissolves the agreement on the ground of this Article all claims on the Counterparty are immediately payable.
Article 6 Force Majeure
  1. Helmacab is entitled to suspend the execution of the agreement if it is impeded by Force Majeure to further execute the agreement, without the Counterparty being entitled to any form of compensation for damages. Helmacab will notify the Counterparty of the Force Majeure situation as soon as possible in writing.
  2. There is an instance of Force Majeure if Helmacab as a consequence of a circumstance that cannot be attributed to it on the basis of the law, legal act or the views current in society, is hindered to comply (timely) with its obligations under the agreement.
  3. If the Force Majeure situation lasts longer, or shall last longer than three months, both parties are entitled to dissolve the agreement.
  4. Also in a case of Force Majeure the Counterparty is liable to pay the agreed purchase price for already delivered efforts.
Article 7 Prices and payment conditions
  1. The prices in the stated offer are in Euros, exclusive of VAT and other levies and duties from the government, unless stated differently explicitly.
  2. Helmacab is entitled to request payment in advance of the entire or partial agreed price.
  3. Unless stated differently, payments should take place within 30 days after the date of the invoice, in the manner prescribed by Helmacab.
  4. If timely payment remains absent, the Counterparty is in default by law. From the day that the default becomes effective, the Counterparty shall be liable to pay the trade interest set forth by law. The period over which this interest shall be calculated shall end on the day that the full required payment has been made.
  5. Payments shall firstly serve to reduce the costs, subsequently to pay the due interest and finally for the reduction of the principal amount and the current interest.
  6. All reasonable costs for the completion of the due payments, with regard to which the Counterparty is in default, will be for his account. The out of court costs will be calculated according to the Dutch law “Wet Incassokosten 2012”.
  7. If the Counterparty is in a state of bankruptcy, requests a stay of payments, terminates his business operations or is taken over by a third party, all current claims on him will become payable immediately.
Article 8 Guarantee and liability
  1. The guarantee on all goods supplied by Helmacab to the Counterparty is always limited to the company guarantee related to it by the suppliers of Helmacab.
  2. The guarantee becomes void if the defect of the supplied good is a consequence of a cause from the exterior and/or is not attributable to Helmacab. Such includes without limitation defects as a consequence of accidents, damaging, short-circuiting, inexpert use, wrong application, the non expert of non regular maintenance or having maintained, the application of changes – including repairs that are not executed with the permission of Helmacab.
  3. When for the determination of a defect, for which the guarantee is excluded, examination costs are made, these costs will be for the account of the Counterparty. Helmacab strives to give notification thereof in advance. When such notification does not take place, it does not affect the obligation of the Counterparty to pay these costs.
  4. Except for intent or gross negligence Helmacab does not bear liability for any form of damage. In particular Helmacab is not liable for indirect damages, including suffered losses, missed profits and damage as a consequence of interruption of business. If despite the stipulations of these General Terms and Conditions there should be a ground for compensation for damages, then Helmacab is solely liable for direct damages. Under direct damages is exclusively understood:
  • the reasonable costs for the determination of the cause and the size of the damage, to the extent that the determination relates to the damages in the sense of these terms and conditions;
  • the possible reasonable cost made to let the defect delivery by Helmacab comply with the agreement to the extent that these can be attributed to Helmacab;
  • The reasonable costs, made for the prevention or limitation of damage, to the extent that the Counterparty proves that these costs have led to limitation of direct damages as set forth in these General Terms and Conditions.
  1. Helmacab is not liable for damage that could have been prevented if the Counterparty had duly followed the advice and instructions by Helmacab and damage that has been caused because Helmacab has acted in accordance with the directions of the Counterparty.
  2. Notwithstanding the other stipulations of this Article the liability of Helmacab is at all times limited to the amount that the Counterparty was liable to pay to Helmacab in the framework of the agreement. Albeit to that part of the agreement liability relates.
Article 9 Retention of ownership
  1. Goods supplied by or on behalf of Helmacab remain the property of Helmacab until the Counterparty has duly complied with all his (payment) obligations under the agreement.
  2. It is forbidden for the Counterparty to transfer, encumber with a lien or otherwise encumber the supplied goods on which the retention of ownership applies unless something different is inherent to the nature of business of the Counterparty.
  3. The Counterparty is obliged to keep the goods on which the retention of ownership rests with the observation of reasonable requirements of care and to keep it under him as evident property of Helmacab.
  4. The Counterparty is obliged to notify Helmacab immediately with regard to the goods on which the retention of ownership rests, of the circumstance that:
  • the Counterparty is in a state of bankruptcy;
  • the Counterparty has requested a stay of payment;
  • Any seizure takes place on the goods, whereby the Counterparty informs the curator/receiver or bailiff executing the seizure that the goods are the property of Helmacab.
  1. If the Counterparty is in default regarding his payment obligations then Helmacab is entitled, without prior summation and/or notice of default to request the returning of the goods on which the retention of ownership rests and to dissolve the agreement. The Counterparty grants Helmacab permission in advance and shall provide all opportunity to remove and to retrieve the goods when necessary. Removal and retrieval of the goods takes place for the account of the Counterparty.
Article 10 Final clauses
  1. The laws of the Netherlands apply exclusively to each agreement.
  2. The application of the Vienna Purchase treaty is excluded.
  3. Prior to addressing the courts, Parties are obliged to make an effort to settle the dispute in mutual consultation.
  4. Unless the law deviates here from mandatorily, the competent court within the district (“arrondissement”) of the place of the legal seat of Helmacab is exclusively authorized to treat disputes.

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