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GENERAL TERMS AND CONDITIONS

I. GENERAL

1. Definitions

HELI: The company HELI NV with its registered office at Vantegemstraat 9, 9230 Wetteren, Belgium, and registered in the Crossroads Bank for Enterprises (CBE) under number 0423.833.085;
Customer: the person or legal entity who requests HELI to provide certain services or to supply goods.
The word "equipment" hereinafter refers to vehicles, machines and all other equipment provided by HELI.
Day: every calendar day

2. Application

These general terms and conditions apply to all offers, invoices, agreements, installations, assignments, rentals, deliveries and training courses. These general terms and conditions are valid as of acceptance by the Customer of a quotation from HELI or the confirmation or delivery by HELI after a request from the Customer to execute an assignment, to rent or sell items, or to provide a training course. The Customer agrees fully and without reservation to these general terms and conditions. Any deviation from these general terms and conditions must be requested in advance in writing by the Customer and approved in writing by HELI. These general terms and conditions take precedence over the Customer's general terms and conditions. These general terms and conditions replace all previous written or oral agreements. In the event of a conflict between the special conditions and these HELI general conditions, the special conditions shall prevail.

3. Prices, quotes and orders

Prices are expressed in euros, excluding VAT. The price quoted by HELI applies exclusively to the assignment, rental, delivery, installation or training course in accordance with the agreed specifications. Any taxes, transport, delivery and other costs shall be borne by the Customer. This summary is not restrictive. All quotations are without obligation, except when HELI has expressly stated otherwise in writing. The validity of an offer is one (1) month. The quotation price only applies to the assignment, rental, delivery, installation or training course described in the quotation.
HELI assumes that the information, drawings and other data provided by the Customer are correct and HELI may use these as the basis for its quotation.
Illustrations, dimensions, capacities, weights, description of equipment and options and other indications of machines and parts, price lists, offers included on the HELI website or demonstration models have been compiled as carefully as possible, but these are only approximative and purely for informative purpose. They are only offered as guiding information, without any obligation. 
An assignment, rental, delivery, installation or training course is validated by the acceptance by the Customer of a quotation from HELI, or by HELI's acceptance of a request from the Customer to execute an assignment or to provide a rental, sale, installation or training course. The above also applies to any changes and/or additions.

4. Delivery and execution periods

Any expressly agreed delivery or execution period will only commence after HELI has been provided with all information and documents required for the execution of the assignment, rental, sale or training course.
Delivery and execution times are approximative and do not constitute a commitment. No delay or change in the delivery or implementation period can lead to termination, suspension or dissolution of the agreement or payment of damages to the Customer's benefit, except in a case of deliberate delay by HELI or an extraordinarily and abnormally long duration that does not correspond with the usual periods for the same action in the sector.  
In the event of non-delivery or non-execution, any advances paid by the Customer will be refunded without interest or other compensation.

5. Payments

HELI invoices are payable in cash, unless stated otherwise. Any disputes must be made in writing to HELI within ten (10) working days from the invoice date.
HELI can transfer any claim(s) it has against the Customer to a third party.
All amounts that remain unpaid on the due date will be automatically subject to interest at ten percent (10%) per year, as of the invoice due date, and without prior notice of default. In addition, the Customer is also legally liable, without prior notice of default, to a flat-rate compensation fee of ten percent (10%) of the invoice amount, subject to a minimum of 150 euros, unless greater damage is proven.
The Customer cannot suspend and/or postpone payment of the amount due, nor apply any form of offset against HELI. However, HELI does retain this right.
The "Raad voor Arbitrage", the Belgian Arbitration Institution charged with appointing arbitrators, shall be authorized to settle any dispute up to a value of €2,000 definitively in accordance with its operating regulations, which can be obtained free of charge from the BAI, 20 Lieven Bauwensstraat, 8200 Bruges (tel. + 32 (0)50 32 35 95 and fax +32 (0)50 45 60 74). Any dispute over the value of €2,000 will be brought before the competent court.

6. Liability

HELI is not responsible for the improper and unlawful use by the Customer of equipment, knowledge, advice, instructions or directions provided by HELI. 
In the event of non-fulfilment of any of its obligations, HELI can only be held liable if it has been given written notice of default by the Customer and has been granted a reasonable period of time to remedy or rectify its alleged breach. Except in the event of intentional error or where the law prescribes such imperatively, HELI can in no way, even in the event of gross or repeated error, be held liable to the Customer, regardless of the basis, to pay an amount of compensation that exceeds the invoice total for the rental of the equipment, nor for compensation related to damage suffered indirectly (such as loss of profit, increase in general costs or other economic or consequential damage).
If HELI is held liable by a third party for damage caused by a defect of or through the use of a sold or rented equipment, an installation or an assignment or a training course, the Customer will fully indemnify HELI and compensate HELI for that which HELI is liable to said third party, unless the Customer proves that the damage was caused by an intention or act on the part of HELI. 
If the Customer is held liable by third parties for all damages caused directly or indirectly by a defect in or through the use of the sold or rented equipment, an installation or an assignment or training course, which was delivered, rented or given to a third party, the Customer has no right of recourse to HELI. Solely the Customer is liable to this third party. 

7. Right of retention

The Customer grants HELI a right of retention on all objects and documents that are provided to HELI in the context of the execution of the agreement, and this shall be as security against all that the Customer owes HELI in whatever capacity and for whatever reason.  

8. Force majeure and changed circumstances

If HELI is unable to execute the agreement due to force majeure, HELI is entitled to immediately terminate the agreement in whole or in part without judicial intervention, or to change or suspend execution thereof. In that case, HELI may ask the Customer for reimbursement to cover the hours already worked, costs incurred and the loss of profit. Force majeure does not entitle the Customer to termination, compensation or severance of the agreement. If a case of force majeure occurs, HELI will inform the Customer as soon as possible.
Force majeure is understood to mean: any circumstance independent of the will of the parties, as a result of which fulfilment of the agreement can no longer reasonably be demanded from HELI by the Customer. In any case, HELI can invoke force majeure for reasons such as the following (non-exhaustive list): strikes by its personnel or those affecting auxiliary persons or suppliers, breaches or delays on the part of other customers, suppliers or auxiliary persons, disruptions and difficulties in transport, governmental measures, climatic conditions such as snow and heavy rainfall, as well as a terrorist attack or serious threat thereof.
If the circumstances assumed by the parties when concluding the agreement change during the term of the agreement in such a way that the Customer cannot expect unaltered maintenance of the agreement according to the standards of good faith, consultation will be held between HELI and the Customer to look into possible changes to the agreement. If, after giving this consultation a reasonable chance, the Customer and HELI cannot come to a negotiated solution, HELI has the right to terminate the agreement without any liability to pay compensation or to fulfil a notice period.

9. Nullity

If a provision of these general terms and conditions or an agreement is annulled or held as void, this will not affect the other provisions provided. In this case, HELI and the Customer undertake to immediately negotiate in good faith the replacement of such a provision with a valid one that is as close as possible to the result intended by the annulled or voided provision.

10. Applicable law and the competent court

Belgian law applies to all legal relationships between HELI and the Customer. The application of the Vienna Sales Convention is expressly excluded.
In case of dispute, only the courts of East Flanders, Ghent department or West Flanders, Bruges department shall be deemed competent.

11. Personal data processing

HELI stores any personal data and personal information of the Customer very carefully. This data is only accessible to HELI and its staff. The data will only be used for the execution of the agreement as well as for conducting informational or promotional campaigns connected with HELI's activity aimed at said customer. If the Customer no longer wishes to receive such information from HELI, it/he/she must inform HELI thereof.
The Customer has the right to request communication and correction of his/her/its data.

II.  RENTAL

We refer to the ‘General Terms and Conditions of Hire’ available from the website at www.heli.be, under the section ‘Hire Terms and Conditions’, or in writing by request, for a number of specific provisions.

12. Rental period

The Customer always rents items for a fixed period agreed with HELI, which is expressed per day, per week or per month. The rental period is calculated from the day of collection or delivery up to and including the day on which the rental is signed off in writing or by e-mail (info@heli.be). If, however, it appears that the equipment has been used after the time when it was signed off, the rental period runs up to and including the day on which the equipment is returned to or collected by HELI. The Customer can only extend the originally agreed rental period with prior written permission from HELI.

13. Rental price

The rental price is calculated per item of equipment based on eight (8) operating hours per Day, five (5) eight-hour Days per week or twenty (20) eight-hour Days per month. For each started working hour that exceeds the aforementioned maximum number of operating hours, HELI will apply an additional rental charge based on a pro-rata calculation of the agreed rent. HELI is always entitled to record the hour meter reading of the machine, to allow it to know the actual number of operating hours worked by the Customer. In the event of an approved extension, HELI will charge an additional rental fee for the additional rental period based on a pro-rata calculation of the agreed rental price, unless otherwise agreed.
The rental price shall always apply, even if the Customer cannot use the equipment due to a strike or any other cause. If the Customer rents the equipment for longer than one (1) year, the rental price will be revised based on the consumer price index, base year 2013. The index start figure is the last published index figure for the month before the start of the rental period.
The rental cost shall be billed after the rental period. But if the rental period extends over several months, HELI will invoice on a monthly basis, charging the portion of the rental period used during that specific month.

14. Rental guarantee

HELI can ask the Customer for a rental guarantee and/or an advance payment. HELI reserves the rental guarantee in case the Customer fails to fulfil any obligation whether wholly or in part.

15. Condition of the rented equipment

The equipment is rented in the condition in which it is delivered. The Customer examines the equipment upon delivery and checks it for defects, shortcomings and, if necessary, that its installation is correct. Acceptance of the equipment without immediate protest covers visible defects. The Customer must notify HELI immediately, in writing, about any hidden defects, which are discovered during the rental period, and do so at the latest within a maximum period of ten (10) working days after discovery thereof. Failing this, the Customer is deemed to have accepted the hidden defect and waived any right to a claim against HELI with regard to the alleged hidden defect. The Customer shall demonstrate when the hidden defect was discovered.
The Customer will inform HELI in writing within 24 hours if the equipment is damaged, stolen and/or destroyed, and shall also do so in case of an accident with it. The Customer also undertakes to notify HELI within 24 hours of any reminder, summons or other judicial or extrajudicial deed relating to an accident or claim. In the event of an accident or claim, the Customer will immediately cooperate fully in the assessment of the damage and liability, handling the claim and collection of reports of all useful or necessary evidentiary materials. 
At the end of the rental period, the Customer returns the equipment in the same condition as it was at the start of the rental period, and with a full tank/fully charged battery. The Customer shall return the equipment to HELI with all documents and accessories that were in or with it on delivery. Any damage, which is determined at the end of the rental period during the technical check at one of our depots, with the exception of normal wear and tear, is deemed to have been caused by the Customer, who must compensate this damage based on the new value. If the equipment is destroyed, lost or stolen or is no longer suitable for use or repair, the Customer is also obliged to pay compensation equal to the new value of the equipment, without prejudice to HELI's right to claim any additional damages. 

16. Maintenance and repairs

In the event of a required repair of a defect or damage to the equipment solely due to normal wear and tear, HELI agrees to provide assistance and similar replacement equipment free of charge and as soon as possible. For all other repairs, the costs of both the assistance and the replacement of the equipment are borne by the Customer. The Customer is in any case obliged to pay the rental during the period in which HELI carries out maintenance and repairs.

17. Customer obligations

The Customer shall:

18. HELI's rights

HELI or its authorized representative is always entitled to free access to the Customer's buildings and premises or other places where the equipment is located, in order to inspect or approve the equipment. 
HELI also has the right to replace the equipment in whole or in part with similar equipment and to retract it in a case of force majeure or misuse, as well as if the Customer does not comply with one of its/his/her obligations or if HELI is unable to rent out the planned equipment due to circumstances. In every such case, the Customer bears all the costs incurred for retrieving the equipment.
HELI has the right to suspend the performance of any obligation, if the Customer, on its/his/her part, fails to perform an obligation under this or any other agreement with HELI. The customer does not retain this right.

19. Insurance

HELI provides all equipment with Public Liability insurance. All vehicles, which HELI specifically states may be used on public roads, are also provided by HELI with a Public Liability insurance for vehicles and registration with the Vehicle Registration Service.
Unless expressly agreed otherwise in writing, the Customer's own goods are not covered by the insurance contract entered into by HELI.

20. Cancellation of the rental

If the Customer cancels the rental of equipment, operation and/or crane work:

21. Early termination of the lease by HELI

Without prejudice to any of HELI's other contractual or legal rights, HELI has the right at any time, without prior notice of default and without judicial intervention, to terminate the agreement with immediate effect by registered mail, without any obligation of compensation or any period of notice to the Customer, in any of the following cases:
a summons and/or bankruptcy petition, apparent inability and/or suspension of payment as well as any change to the Customer's legal situation; if the Customer fails to comply with the provisions of these general terms and conditions and any other agreements made; in the absence of timely full or partial payment; serious attributable shortcomings on the part of the Customer, such as, but not restricted to: a conviction for theft or other serious crime, loss, resale or incurring security or other charges on the rented equipment or seizure thereof, non-compliance by the Customer with its/his/her information obligations, etc.; in case of serious damage to the rented equipment; if the Customer also fails to fulfil any obligation after the notice of default within the stated term in said notice; if the Customer ceases its/his/her professional activities; any damage that the Customer causes to HELI's reputation, image and/or good name.  
For the aforementioned reasons, HELI also retains the right to decide to make the rental price for the entire rental period immediately and validly payable. Premature termination of the rental by HELI cannot give rise to any obligation by HELI to return the rental payments received from Customers. In any case, HELI retains the right to all other claims for compensation and redress.

III. SALE

22. Purchase price

HELI has the right to ask the Customer to pay a deposit or full payment before delivering a piece of equipment.

23. Transfer of ownership and risks at sale

The Customer bears the risks and responsibility for the delivery of a piece of equipment. Ownership of equipment transfers upon occurrence of the last of the following events: upon delivery of the sold equipment or upon full payment of the purchase price.

24. Condition of the equipment sold

HELI reserves the right to make all necessary and/or useful changes before delivery of the equipment it sells to the Customer .
The Customer examines the equipment upon delivery and checks it for defects, shortcomings and, if necessary, that it is correctly installed. Acceptance of the equipment without any immediate written protest, and at least within 24 hours from delivery, covers all visible defects.
Hidden defects must be communicated to HELI in writing by the Customer immediately and at the latest within an expiry period of ten (10) working days after the Customer has determined these defects or should normally have discovered them. Failing this, the Customer is deemed to have accepted the hidden defect and waived any right to a claim against HELI with regard to the alleged hidden defect. The Customer shall demonstrate when the hidden defect was discovered.
Hidden defects are subsequently determined in an inter-party manner. If there is a hidden defect and this has been reported to HELI by the Customer in a timely manner, HELI itself decides to either repair the equipment and/or the installation, to replace it, to allow a price reduction or to dissolve it with repayment of the purchase price and return of the equipment sold. In this case, the Customer cannot claim additional compensation.

25. Certificate

At the express request of the Customer, HELI can inspect any equipment that relates to fall protection. After the inspection, HELI can provide the Customer with an inspection certificate.

26. Cancellation of the sale

If the Customer wishes to cancel the purchase of equipment, said Customer is obliged to compensate HELI for all damages and costs resulting from the cancellation.

IV. TRAINING COURSES

27. Registration

The Customer or the persons specified by the Customer shall report to HELI any physical or mental disorder that may affect following a training course, and shall do so by the time of registration at the latest. HELI can refuse the Customer or the persons specified by said Customer if they are unable to follow the training course safely. By registering, the Customer declares that it/he/she and/or the persons it/he/she has designated are suitable, competent and insured for attending the chosen course.
All courses are held subject to sufficient registrations. HELI can cancel the training course if there are insufficient registrations. A cancellation by HELI cannot give rise to any right to payment of damages.

28. Training course contents

HELI takes all reasonable measures to provide the Customer or the persons it/he/she has designated with the most complete and correct information possible. However, HELI gives no guarantee and assumes no responsibility that the training courses fully meet the Customer's specific requirements. After the Customer or the persons that it/he/she has designated has/have completed the training, HELI can provide a certificate showing participation in the course. Taking a course does not automatically entitle you to a diploma. The right to a diploma only arises after the Customer or its/his/her designated persons pass a test or an exam and after payment of the agreed price. 

29. Cancellation or postponement of the course

HELI will take all reasonable measures to ensure that the courses ordered take place. If the Customer one of its/his/her designated persons cannot attend a training course, that person can always be replaced. The Customer will notify HELI of this replacement in good time.  The Customer may also cancel its/his/her participation in a training course in writing or postpone it free of charge up to one (1) month before the start of the course. Any invoices paid are refunded at the request of the Customer without interest or any other compensation. In the event of cancellation or postponement made less than one (1) month prior to the start of the training course, as well as in the event of non-appearance, the full price of the course with a cost-reimbursement surcharge equal to 25% of the price of the course is due.

30. Intellectual property

Subject to legal exceptions, the content, approach and documentation of a course may not be reproduced, translated, adapted or stored in any form or in any way, in whole or in part, or in any way, nor may the content and documentation of a course be shared wholly or in part or communicated to the public in any form or by any means without prior written permission from HELI.

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