General terms and conditions of use &amp; sales Heliventure FTO

GENERAL TERMS AND CONDITIONS

of the Belgian limited liability company Heliventure FTO with its registered office at 2547 LINT, Fabriekstraat 38 box 12 with VAT number BE0464.371.365

AND

Maltese Company (LTD) Helicopterflights Ltd with its registered office at SGN 1612 SAN GWANN, The Hub - Suite 102
Triq San Andrija (as operator and AOC holder)

Hereinafter the term Heliventure FTO NV shall mean both companies:

General

These general conditions shall apply to all offers and all agreements of the public limited company Heliventure FTO and its associated enterprises, entered into with third parties. For the purposes of these conditions, 'Client' shall be understood to mean any (legal) person to whom Heliventure FTO NV has made an offer or with whom Heliventure FTO NV has concluded an Agreement. These conditions shall form an integral part of the offers made and/or agreements concluded by Heliventure FTO NV.
The client's order shall be deemed to constitute acceptance of these general terms and conditions. Any applicable terms and conditions of the client shall remain unaffected insofar as they do not conflict with these general terms and conditions. In the event that the provisions in the client's general terms and conditions conflict with the provisions in these general terms and conditions, the provisions in these general terms and conditions shall be binding.
These general terms and conditions may only be deviated from in whole or in part with the written consent of the management of Heliventure FTO NV. Verbal notifications, commitments or agreements shall not bind Heliventure FTO NV.
An invalid, voidable or unenforceable provision in these general terms and conditions, or in the agreements concluded under these general terms and conditions shall not affect the other provisions. The void, voidable or unenforceable provision referred to shall be deemed not to form part of these terms and conditions or of the contracts concluded under these terms and conditions and shall be replaced by a provision which approaches the intention of the void, void or unenforceable provision as closely as possible.

Quotations and offers

All offers made by Heliventure FTO NV shall be without obligation and must be considered as a whole. Prices and conditions, both verbally and in writing, are valid until 14 days after the date of the offer.
Heliventure FTO NV shall have the right to correct errors, including typing and writing errors in price lists, offers, invoices etc., by demonstrating that the prices and/or conditions deviate significantly from the prices and/or conditions normally used by Heliventure FTO NV.
The dimensions, weights and technical data etc. stated by Heliventure FTO NV in offers, brochures, price lists, letters and quotations are as accurate as possible, but are only intended to give a general idea of what Heliventure FTO NV offers, and are not binding.

Agreements

The Agreement shall be concluded at the moment that the quotation, agreement or order form signed by the Client has been received by Heliventure FTO NV and has been approved by the management of Heliventure FTO NV OR by means of a verbal agreement that has been accepted and for which an invoice or order confirmation is drawn up OR by means of a confirmation by e-mail, SMS or any other messaging service.
All agreements entered into with Heliventure FTO NV shall contain the resolutive condition that the Client is sufficiently creditworthy, such at the exclusive discretion of the management of Heliventure FTO NV.

Delivery of physical goods

When it comes to delivery of goods, the delivery times have been set to the best of our knowledge and will be observed as much as possible, but they are not binding. If delivery times are exceeded by more than 14 days, the client will be contacted. Excessive delay shall constitute grounds for the dissolution of the Agreement, on the understanding that the Client must give notice of default to Heliventure FTO NV by registered letter.
An agreed delivery time shall only commence after Heliventure FTO NV has received all necessary information.
In the event of delivery on demand, without any terms having been agreed, Heliventure FTO NV may summon the Client to take delivery of the goods within a reasonable term to be determined by Heliventure FTO NV.
Parts shall be replaced, at the discretion of Heliventure FTO NV, by new or used parts equivalent to the parts being replaced. The replaced parts become the property of Heliventure FTO NV.

Provision of services

In the event of the provision of services (helicopter flights), Heliventure FTO NV shall retain the right to refuse the assignment or service if there is a valid reason or if force majeure does not allow otherwise.
If it appears that the Client does not or cannot comply with the financial conditions relating to the Agreement, Heliventure FTO NV shall be authorised to terminate the Agreement unilaterally, without any right to compensation or indemnification for the Client.
For delivery of services including training, flights, instruction etc. the standard condition is that they must be paid 100% before the service can be delivered.
In case of technical or operational unavailability of one type of aircraft (helicopter), Heliventure FTO NV may decide to use another type of aircraft or to partly modify the flight plan in order to provide the service to the customer. Any differences in price regarding the type of helicopter, flight time, etc. can be settled afterwards between the customer and Heliventure FTO NV.

Prices

All prices stated by Heliventure FTO NV shall be exclusive of VAT and other levies imposed by the Belgian or foreign authorities. If Heliventure FTO NV offers various products and services in one offer and states one price, this price shall only apply to the entire offer.
Heliventure FTO NV shall have the right to increase the agreed price if, as a result of unforeseen circumstances arising after the offer was made, the costs of fuel, insurance, safety provisions, personnel, materials or services required for the execution of the Agreement increase, or if other circumstances arise which cause an increase in the costs of execution of the Agreement.
Heliventure FTO NV shall have the right to charge the Client for call-out charges and dispatch costs, should these apply to the services offered or the delivery of certain goods.

Transport and storage

Transport and storage shall take place at the client's expense and risk, unless otherwise agreed in writing. Even if carriage paid delivery has been agreed, the Client shall be liable for all damage suffered during transport. Transport and storage may be insured by Heliventure FTO NV at the request and expense of the client.

Warranty, inspection and complaints

Heliventure FTO NV shall give a guarantee on the physical goods it delivers if and insofar as this is expressly mentioned in writing in the Agreement concluded with the Client or if this is determined by the law. The guarantee granted by Heliventure FTO NV shall never exceed the guarantee actually granted to it by its suppliers. Furthermore, the guarantee granted by Heliventure FTO NV shall only apply if the Client has complied with all of his obligations under the relevant Agreement with Heliventure FTO NV or under these General Terms and Conditions, or has provided security for this to the satisfaction of Heliventure FTO NV.
No guarantee is given for used (second-hand) goods, nor for work carried out on used goods, unless expressly agreed otherwise in writing.
Client is obliged to immediately proceed to accurate inspection upon delivery and/or performance of services, at the risk of forfeiting client's right to invoke shortcomings that could reasonably have been discovered upon accurate inspection immediately upon delivery and/or performance of services. Client can no longer invoke a defect in the delivery or performance of services if no complaint is submitted within 8 calendar days of discovery thereof by Client, whereby Client must indicate what the defect is and when and how it was discovered. The report must be made in writing and must be accompanied by a description of the shortcoming found. The date of the invoice and the invoice number must be stated. Heliventure FTO NV must be given the opportunity to inspect the delivery or the services to which the complaint relates.
The Client may demonstrate the defectiveness of deliveries made or services provided by Heliventure FTO NV by any means, on the understanding that only non-compliance with the specification(s) applicable to Heliventure FTO NV with regard to deliveries or services shall be considered defective.
The delivery of Heliventure FTO NV shall in any case be considered sound between the parties if the Client has taken the delivery, or a part thereof, into use, has treated or processed it, has delivered it to third parties or had it taken into use, has treated or had it processed.
Any shortcomings detected immediately on delivery and/or during the performance of work and, furthermore, any shortcomings which could not reasonably have been detected during the inspection but which are detected within 3 months following delivery or performance and which have been reported within 8 calendar days following detection in accordance with paragraph d of this article, shall, insofar as they can be demonstrated to be attributable to an attributable shortcoming on the part of Heliventure FTO NV or fall under the guarantee provided by Heliventure FTO NV, be rectified by Heliventure FTO NV free of charge by means of repair and/or replacement, at the discretion of Heliventure FTO NV.
An offer made by Heliventure FTO NV for repair, replacement or compensation shall be accepted within 30 days, on pain of the lapse of the offer.
The return of delivered physical goods by or on behalf of the Client may only take place after prior permission from Heliventure FTO NV and must occur in accordance with instructions to be given by Heliventure FTO NV for, inter alia, packaging and transport. The return shipment must be accompanied by the written notification regarding the shortcoming stated by the Client. Returns without the prior written consent of Heliventure FTO NV shall not be accepted by it. If, in such a case, Heliventure FTO NV nevertheless takes receipt of the returned goods, the returned goods shall be stored at the expense and risk of the Client and shall be held at its disposal. Consent to the return or receipt of the returned goods by Heliventure FTO NV shall never mean that Heliventure FTO NV acknowledges the existence of the shortcoming stated by the Client.
The Client shall reimburse Heliventure FTO NV for all costs incurred by Heliventure FTO NV in connection with an unfounded complaint of the Client.
Complaints of any nature whatsoever shall never entitle the client to refuse and/or suspend payment of an invoice.

Liability

Heliventure FTO NV shall not be liable for damage, in whatever form, caused by the provision of services, unless the aforementioned damage was caused by intent or gross negligence on the part of Heliventure FTO NV. In such case, the liability of Heliventure FTO NV shall be restricted to repair, replacement or consequential damage or to the damage covered by the insurer.
Heliventure FTO NV shall not be liable for indirect damage suffered by the Client or third parties, including consequential damage and loss of profits.
Heliventure FTO NV shall not be obliged to perform the agreed services or to deliver goods if this is impossible for it due to force majeure, industrial action, legal basis, financial shortcomings or any other unforeseen circumstances.
The Client shall indemnify Heliventure FTO NV against all liability of third parties for compensation of damage (also) caused by or in connection with helicopters, the use thereof or the condition in which they are found.
With due observance of the above, the liability of Heliventure FTO NV shall never exceed the net amount of the invoice to which the deliveries and/or services concerned relate, whilst the liability of Heliventure FTO NV shall furthermore never exceed the amount paid out in the case concerned by the insurer of Heliventure FTO NV.
The aforementioned exclusion of liability shall also be stipulated for the benefit of employees and workers of Heliventure FTO NV and of third parties who have been employed by or on behalf of Heliventure FTO NV, or whose services Heliventure FTO NV has used. The Client shall be obliged to indemnify Heliventure FTO NV as well as the (legal) persons referred to under these provisions against any claims from third parties.

Force majeure

Force majeure on the part of Heliventure FTO NV shall have the consequence that Heliventure FTO NV, at its own discretion, shall not be obliged to fulfil its contractual obligations and may dissolve the Agreement or suspend the fulfilment thereof, without being obliged to pay any compensation for damages in whichever form.
Force majeure shall include the following non-fulfilment of obligations by suppliers of Heliventure FTO NV and by carriers or third parties involved in the execution of the Agreement, traffic delays, acts of God, war and/or mobilisation, restrictive measures by any government, fire, accidents within the business of Heliventure FTO NV, sickness of employees of Heliventure FTO NV, weather conditions preventing the execution of helicopter flights, medical incapacity of the pilot or operational employee, technical problems to the helicopter(s), maintenance carried out too late or not properly by the appointed maintenance company.

Cancellation

If the Client cancels, either wholly or in part, an Agreement concluded with Heliventure FTO NV and/or refuses to take delivery of the services to be provided by Heliventure FTO NV, the Client shall be obliged to compensate Heliventure FTO NV for the damage it has incurred as a result, subject to a minimum of 50% of the agreed price. Damage shall be understood to refer to Heliventure FTO NV's loss of profit and in any case to the costs already incurred by Heliventure FTO NV for the execution of the Agreement, including the costs of planning, administration, scheduled flying hours of pilots, etc.

Dissolution

In the event that the Client remains in default of payment or if the Client fails to fulfil any other obligation arising for him from the Agreement, or fails to fulfil it wholly or properly, or acts contrary to it, as well as if the Client files a petition for suspension of payment or goes into liquidation, or if he loses free control over (part of) his assets, Heliventure FTO NV shall have the right to dissolve the Agreement extrajudicially without any further notice, without prejudice to the right of Heliventure FTO NV to claim compensation of the agreed price, costs, damage and interest and without prejudice to its other statutory rights.
Paid tickets, vouchers, subscriptions or turn tickets are valid for a limited period of time and are not refundable. At the request of the client, flights, lessons or services paid in advance can be moved free of charge in time, provided that this is communicated at least 1 week before the planned date. In the event of failure to comply with this requirement, Heliventure FTO NV shall be entitled to regard the service/flight as delivered.
Exception to reimbursement is the PERMANENT medical unfitness of a pupil/student. He/she can request the refund of any credits for flight hours (not in theory lessons, book packages, administration costs, etc.). For this purpose, the report of the Aviation Expertise Centre must be submitted as proof. A 15% administrative fee will be deducted from the refund and the refund must be requested by the client within 3 months of learning of the medical disability. All applications outside this period cannot be processed for reimbursement.

Payment

Payments for which it was specifically agreed that they should not be made on ordering shall be made within 14 days of the invoice date, unless another term is stated on the invoice or it has been agreed otherwise in writing. At Heliventure FTO NV's first request, the Client shall be obliged to furnish adequate security, in the form desired by Heliventure FTO NV, and if necessary to supplement it, for the fulfilment of all its obligations. As long as the Client has not complied with this requirement, Heliventure FTO NV shall have the right to suspend its obligations.
All payments shall be made without any deduction or set-off to a bank account to be designated by Heliventure FTO NV, via the online secure payment system (also known as Mollie) or in cash at the office of Heliventure FTO NV insofar as the total amount does not exceed EUR 3000.
Complaints about invoices sent by Heliventure FTO NV must be submitted to Heliventure FTO NV in writing within 5 working days after the invoice date.
If payment is not made in good time, Heliventure FTO NV shall have the right to suspend the execution of the Agreement or to dissolve the Agreement, without Heliventure FTO NV being obliged to pay any compensation or to give any guarantee.
If payment is not made in time, the Client shall be in default by operation of law without any notice of default being required. In that case Heliventure FTO NV shall have the right to charge the Client, in addition to the invoice amount owed to it, 5% interest per month from the due date of the invoice, whereby a part of the month shall be calculated as a full month.

Unpaid invoices from Heliventure FTO NV to companies / self-employed persons (in possession of VAT number - B2B)

All costs relating to the collection of any amount owed by the client to Heliventure FTO NV - judicial as well as extrajudicial - shall be payable by the client. Extrajudicial collection costs shall be due by the client in each case in which Heliventure FTO NV has secured the assistance of a third party for collection. These costs shall in any case amount to 15% of the amount to be collected, with a minimum of €125, excluding VAT.
If the actual extrajudicial costs incurred by Heliventure FTO NV amount to more, the client shall owe Heliventure FTO NV the actual costs incurred. From the mere fact that Heliventure FTO NV has secured the assistance of a third party, the extent of and the obligation to pay the extrajudicial costs by the client shall appear.

Unpaid invoices from Heliventure FTO NV to consumers (B2C).

Late payment of invoices is subject to costs, which Heliventure FTO NV charges for, among other things, reminders, notices of default, use of collection agency or lawyer, bailiff, ...
A first reminder letter from Heliventure FTO NV to the client (consumer) is FREE of charge
After the first reminder, payment must be made within 14 days
A second reminder costs EUR 25.00
If no payment was obtained after the second reminder, the collection procedure, the costs of which are set by law as follows:

Charged collection costs for recovery of unpaid B2C invoices

Invoices lower or equal to 150 euros: reminder fees are 20 euros.
Invoices between 150.01 euros and 500 euros: reminder fees are 30 euros + 10 percent of the amount due
Invoices higher than 500 euros: dunning fees amount to 65 euros + 5 percent of the amount due with a maximum of 2000 euros

Retention of title

Until all claims that Heliventure FTO NV has or shall have against the Client have been paid in full, the physical goods delivered by Heliventure FTO NV shall remain the property of Heliventure FTO NV, on the understanding that the goods delivered by Heliventure FTO NV shall be at the Client's risk from the moment that they have been delivered to the Client or have been taken into storage by Heliventure FTO NV.
On entering into the Agreement with Heliventure FTO NV, the Client shall be deemed to have given Heliventure FTO NV, or a third party to be designated by it, unconditional and irrevocable permission to enter all those places where Heliventure FTO NV's property rights may be found and to take these goods with it in all cases where Heliventure FTO NV wishes to exercise its property rights.
In the event of loss, theft or damage to the goods delivered under retention of title, Heliventure FTO NV shall have all rights to compensation from insurers.

Applicable law and disputes

Belgian law shall apply to all offers and agreements to which these general terms and conditions apply. Any disputes shall only be submitted to the opinion of the competent judge in the place where Heliventure FTO NV has its office, such without prejudice to the authority of Heliventure FTO NV, if so desired, to apply to the judge in the place of residence/establishment of the Client.

Privacy

Heliventure FTO NV handles all data provided to it in accordance with current legislation, in particular the GDPR legislation.
All data provided by third parties shall only be used by Heliventure FTO NV if this is necessary for the conclusion and performance of the Agreement (including the other provisions, including these Conditions), as well as for the conduct of its business.
Please refer to our Privacy Policy for additional terms and conditions.

Other provisions

If any provision of these Conditions is in conflict with a provision of mandatory law, or is not applicable for any other reason, the validity of these Conditions shall otherwise remain in force and the invalid provision shall be replaced by a new provision permissible by law to be determined by Heliventure FTO NV.
Heliventure FTO NV shall be entitled to send all physical goods to the address given by the Client.
Heliventure FTO NV shall have the right to make use of third parties for the execution of the agreement.
All agreements with Heliventure FTO NV shall be governed solely and exclusively by Belgian law.
Disputes arising from this agreement will also be settled according to Belgian law.

Last update: 25/08/2023 (adjusting collection costs B2C invoices)