HELM BENELUX B.V.
'General delivery and payment conditions', as lodged with the registry of the District Court in The Hague, Netherlands.
- These general conditions apply to all offers tendered by HELM BENELUX B.V. and to all purchase and other agreements concluded between HELM BENELUX B.V. and other parties.
- HELM BENELUX B.V. rejects under all circumstances the validity of conditions proposed by the other parties insofar as they deviate from these conditions.
- Deviations from and additions to the conditions here below are only valid when agreed in writing.
- All agreements concluded by HELM BENELUX B.V. with other parties are subject to the most recent VLG/ADR - IATA/CAO - IMO -ADR terms.
- Delivery and sales conditions described in agreements and offers shall be interpreted in the light of the most recent edition of Incoterms.
- All orders are placed on the clear and unambiguous understanding on the part of HELM BENELUX B.V., and acknowledgement on part of the Supplier, that the Supplier has ensured that those substances and preparations (chemical products) falling within scope of the new European Community Regulation (EC 1907/2006) on the Registration, Evaluation, Authorization and Restriction of Chemical substances (REACH), have been appropriately pre-registered and registered in accordance with the obligations arising from REACH Regulation. The Supplier warrants that its products are, and will continue to be, in compliance with REACH.
HELM BENELUX B.V. reserves the right to collect or return, at HELM BENELUX B.V.’s choice, any substances and/or preparations that fail to meet these conditions and thus are prohibited from being marketed or sold in the EEA, or are withdrawn from the EEA market for noncompliance with REACH obligations. Supplier undertakes to reimburse HELM BENELUX B.V. for the original purchase price including all related costs of these substances and/or preparations. Supplier also undertakes to reimburse HELM BENELUX B.V. for the cost caused by Supplier’s substances and/or preparations that are collected and destroyed, or for the cost of collection and return, to the relevant Supplier, of such substances and/or preparations that do not comply with REACH obligations.
- All offers made by HELM BENELUX B.V. are without engagement. An agreement shall be considered to be concluded after the other party has accepted HELM BENELUX B.V.'s offer in its entirety and without qualification. The other party shall be deemed to have accepted the general conditions of HELM BENELUX B.V. and the agreement shall be considered to be concluded on the basis of these conditions if the other party has only rejected the applicability of the general conditions of HELM BENELUX B.V., while accepting HELM BENELUX B.V.'s offer, by referring to its own conditions.
- All deliveries shall, unless otherwise agreed, be executed by requisition and at the destination agreed. Delivery dates stated shall serve, unless the subject of explicit written agreement to the contrary, as indication rather than deadline. HELM BENELUX B.V. is at liberty to round off quantities ordered both upwards and downwards on the basis of units of packaging thereof or road-tanker capacities. In cases where goods sold have been custom made and/or packaged for the other party, party is considered to have concluded prior agreement to a deviation from the quantity agreed not to exceed 10%.
- Weights and measures entered on weights and measures notes produced by HELM BENELUX B.V. are definitive for quantities delivered.
- If the other party has had the opportunity to inspect, or have inspected, the goods for quantity and quality prior to delivery and if this inspection has been neglected or its findings not disclosed immediately to HELM BENELUX B.V., the latter dismisses all and any liability for discrepancies of quantity or quality. Costs of inspection are for the other party's account.
- Packaging may be charged to other party's account and shall only be accepted for return if such has been explicitly agreed. Returnable packaging remains explicitly the property of HELM BENELUX B.V.
- HELM BENELUX B.V. retains the right to refuse delivery to a destination, or in a mode of packaging or transport stipulated by the other party if, in the judgement of HELM BENELUX B.V., these fail to meet reasonable standards of reliability, safety, cleanliness, convenience or legality, such right to be exercisable without the other party having any recourse whatsoever to damage claims upon HELM BENELUX B.V. Loading or filling of transport or packaging facilities provided by the other party is, malice or gross negligence on the part of HELM BENELUX B.V. excepted, entirely for the risk of that party.
- HELM BENELUX B.V. offers, unless explicitly agreed to the contrary, no warranty for quality or composition of products, nor for their application or properties. Unless quality, composition or origin are specifically subject of the agreement HELM BENELUX B.V. shall be bound only to deliver product which meets requirements that can be imposed in all fairness.
- Prices published by HELM BENELUX B.V. are, unless agreed in writing to the contrary, exfactory/-depot.
- Prices are based on the situation prevailing at the time of conclusion of the agreement. If within three months of concluding the agreement alterations occur in the factors determining purchase price establishment, such as, among others, changes in raw material prices, transport costs, government regulations, currency exchange rates, taxes etc., HELM BENELUX B.V. is entitled to increase the price agreed accordingly. The other party shall be deemed to have acquiesced with this alteration unless written notice of cancellation of the agreement is served upon HELM BENELUX B.V. within 7 days of its informing party of such change.
- Unless otherwise agreed in writing payment shall be effected in the currency agreed and within the period of payment relative to the delivery date agreed, composition of debts and taking of discounts not being permitted. HELM BENELUX B.V. is entitled, without necessity of resort to writ or notice of default, to interest-compensation in accordance with the articles 119a and 120 of Book 6 of the Dutch Civil Code,and calculated over the recurring amounts due from delivery date to date of final and complete settlement. If provision has been reached by agreement for payment by instalments, in the event of default by the other party on one instalment all unpaid instalments fall immediately due. HELM BENELUX B.V. is further entitled in this event to suspend all prospective deliveries until the account has been settled in its entirety or the necessary securities have been provided; this with no abatement of HELM BENELUX B.V.'s right to dissolve the contract for this default.
- All costs, both legal and non-legal, incurred by HELM BENELUX B.V. in connection with a purchase price payment default on the part of the other party are for that party's account.
- Payments by the other party, irrespective of their stated specification, shall be applied successively to legal and non-legal expenses, interest charges and claims of the greatest longevity.
- HELM BENELUX B.V. maintains title to all deliveries already made and still to be made until such time as the other party has fully discharged its payment obligations, interest and other contingent costs whereby, where appropriate, compensation for other damages arising from default by the other party are explicitly included.
- If the other party is in default with regard to its payment obligations as prescribed above HELM BENELUX B.V. is entitled to reclaim or have reclaimed from wherever it is located, without further notice and for account of this party its property. The other party grants now to HELM BENELUX B.V. irrevocable power of attorney furnishing unlimited access to HELM BENELUX B.V. and its agents to all party's working premises.
- Liability for damages resulting from materials delivered or packaging is limited to direct damage to persons or property, indirect or consequential damages being excluded. The scope of damages is limited by the net invoice amount. HELM BENELUX B.V.'s liability lapses if the other party sells, uses, modifies or destroys the goods delivered without extending HELM BENELUX B.V. the opportunity for an adequate examination or the conducting thereof. All limitations of and exclusions from liability are irrevocably stipulated for and accepted by employees of HELM BENELUX B.V. and for and by non-employees for whose actions HELM BENELUX B.V. is legally responsible.
- Without prejudice to the prescriptions of article 9 the other party is held to notify HELM BENELUX B.V. of complaints concerning goods delivered expressing the grounds for complaint in writing within 8 days from delivery, failure in which regard releases HELM BENELUX B.V. from any and all further compensation arising from any liability. If the goods have been sold, or are intended for sale, by the other party, HELM BENELUX B.V. is liable only to that party for faults in quality, quantity or composition insofar as party is able to demonstrate that these faults were already present at the time of initial delivery by HELM BENELUX B.V.
- If, due to circumstances for which HELM BENELUX B.V. is not accountable, proper execution of the agreement by HELM BENELUX B.V. is wholly or partially impossible HELM BENELUX B.V. retains the right to suspend discharge or to wholly or partially dissolve the agreement.
- Circumstances that are, in any event, not for HELM BENELUX B.V.'s account are war, threat of war, mobilization, civil disturbances, declaration of martial law, strikes and lockouts, fire, injury to and illness of personnel, disturbances to and reductions of production, faulty packaging material, import restrictions or other restrictive regulations imposed by government, or delivery difficulties consequent upon other government regulatory measures or consequent upon failure to meet obligations on the part of third parties.
- All agreements concluded by HELM BENELUX B.V. with other parties are governed by Dutch law. The provisos of the Uniform Convention for international purchase/sale of goods are precluded.
- All differences between HELM BENELUX B.V. and the other party concerning this agreement shall, with exclusion of every other jurisdiction, be settled by the competent judge in The Hague, unless HELM BENELUX B.V. elects as plaintiff or litigant for the judge qualified by virtue of the statutory domicile of the other party.
- This English version is a translation of the Dutch version. In case of differences of opinion about the interpretation or differences between English and Dutch wording the Dutch version prevails.
- Parties elect for execution of the agreement explicitly domicile in The Hague, Netherlands.