1.1 The following definitions apply in these General Terms and Conditions:
General Terms and Conditions: these General Terms and Conditions.
Buyer: any natural or legal person with whom YALA enters into an Agreement.
Agreement: any agreement between YALA and the Buyer with regard to the goods and/or services to be supplied by YALA.
The Parties: YALA and the Buyer jointly.
Tent(s): tents supplied and installed by YALA on behalf of the Buyer, including furniture and accessories.
YALA: the private limited company incorporated under Dutch law, Luxetenten B.V., with its registered office at Titaniumweg 4, Emmeloord, trading under the name YALA luxury canvas lodges and YALA.
1.2 These General Terms and Conditions apply to all offers, quotations and requests, and the Agreement between YALA and the Buyer.
1.3 Any deviations from these General Terms and Conditions will only be valid if agreed in writing between YALA and the Buyer.
1.4 The applicability of any of the Buyer’s general terms and conditions are expressly rejected; YALA is not bound by them.
1.5 If any of the provisions of these General Terms and Conditions are at any time wholly or partially null and void or are annulled, the rest of these General Terms and Conditions will remain in force. In that case, YALA and the Buyer will consult each other in order to agree to new articles to replace the null and void or annulled articles, respecting the purpose and purport of the original articles as much as possible.
1.6 YALA is entitled to amend these General Terms and Conditions unilaterally. These amendments will take effect at the announced time of their entry into force.
2.1 All quotations and offers from YALA are without obligation, unless otherwise agreed in writing, and are valid for a period of 90 days. YALA is only bound by the quotation or offer if the Buyer has accepted it in writing within the specified period.
2.2 If the acceptance deviates from YALA’s quotation or offer, no Agreement will be concluded, unless the Parties agree otherwise in writing.
2.3 Buyer is not permitted to accept only parts of YALA’s quotation or offer, and YALA is not obliged to only carry out parts of an offer or quotation.
2.4 The provisions of the Agreement prevail at all times over the provisions of these General Terms and Conditions.
2.5 The Buyer is not permitted to transfer the rights and obligations from the Agreement to a third party without YALA’s prior written permission.
2.6 A model, drawing or example shown by YALA only constitutes an indication of the product; the Buyer cannot derive any rights from them, unless the Parties have agreed otherwise in writing.
3.1 Buyer must ensure that all information that YALA states is necessary for the performance of the Agreement, or that Buyer should reasonably understand is necessary, is provided to YALA in good time.
3.2 Buyer is responsible for applying for and obtaining the relevant permits required for the performance of the Agreement.
3.3 If it becomes apparent during the performance of the Agreement that it is necessary to change or extend the Agreement for its proper performance, the Agreement will be amended or extended immediately on YALA’s request. The Buyer agrees that a change or extension of the Agreement may lead to an adjustment of the agreed price and the stipulated term for the performance of the Agreement.
3.4 If the Agreement is performed in phases, YALA is entitled to suspend the performance of a following phase until the Buyer has approved the preceding phase in writing.
3.5 YALA is entitled to have the Agreement (partially) performed by third parties.
3.6 Deadlines included in the Agreement are not strict deadlines, unless the Parties have agreed otherwise in writing.
4.1 The prices specified in the offer, quotation and/or Agreement are denominated in euros, and do not include VAT and other government levies, or other costs that may be incurred under the Agreement, including travel and accommodation, postage and administrative costs, unless stated otherwise.
4.2 Payment must be made within 14 days of the invoice date unless stated otherwise on the invoice.
4.3 YALA is entitled to demand sufficient security from the Buyer for the fulfilment of the Agreement. The Buyer is obliged to provide the security required by YALA immediately on request.
4.4 If the Buyer fails to meet its payment obligations in time, the Buyer will be in default and owe the statutory commercial interest to YALA, whereby part of a month counts as the entire month. In addition, the Buyer is in that case liable for all costs incurred by YALA in connection with the collection of payments. Those costs will amount to at least 15% of the amount to be collected with a minimum of € 500 excluding VAT.
4.5 Payments will be used in the first instance to settle interest and costs due and, secondly, to settle the oldest invoices that are due, even if the Buyer states that the payment relates to a later invoice.
5.1 YALA retains ownership of the Tents delivered under the Agreement until the Buyer has fully complied with all obligations arising from the Agreement(s) entered into with YALA.
5.2 The Buyer is not entitled to pledge or otherwise encumber the Tents, nor to sell them until the Buyer has fully complied with all its obligations.
5.3 If third parties wish to assert rights or take measures related to the Tents, the Buyer will immediately inform YALA of this, and inform those third parties immediately that the Buyer does not own the Tents.
5.4 If the Tents are taken out of the Buyer’s control through measures taken by third parties, the Buyer will inform YALA of this within 24 hours and, if necessary, take steps against this. To protect its rights, YALA is entitled to take all measures it deems necessary, including in the name of the Buyer, and at the Buyer’s expense.
5.5 The Buyer is obliged to clearly register the Tents delivered under retention of title, and to mark them as the property of YALA, to take good care of the Tents, and to insure them properly.
5.6 The Buyer is obliged immediately on YALA’s request to cooperate in the handing over of YALA’s property.
6.1 The Buyer is obliged to take delivery of the Tents at the agreed place and agreed time.
6.2 Delivery of the Tents is Ex Works in all cases, unless the Parties have agreed otherwise in writing.
6.3 The risk of the Tents delivered to the Buyer transfers to the Buyer once the goods have left the YALA warehouse.
6.4 The Buyer is obliged to check the Tents for correctness and quantity immediately on receipt.
6.5 YALA is entitled to deliver the Tents in stages.
7.1 The Buyer is obliged to notify YALA in writing about complaints about the performance of the Agreement within eight days after discovery. Once this term has expired, YALA can no longer be held liable for shortcomings.
8.1 The guarantee period for the Tents supplied by YALA is 24 months. This period commences after delivery and after the Tents have been installed, if applicable. YALA can no longer be held liable for shortcomings once this guarantee period has expired. The guarantee does not apply:
1. to second-hand goods;
2. in the event of improper use on the part of the Buyer, or if instructions, such as maintenance and safety instructions, are not followed;
3. if the Buyer has installed the Tents incorrectly or third parties hired by the Buyer have installed the Tents incorrectly.
4. if the Buyer and/or third parties have made adjustments to the Tents without prior written permission;
5. as long as the Buyer has not met its payment obligations;
6. if Buyer removes names or brands affixed by YALA or affixes the name of another brand;
7. if the defect is caused by circumstances beyond the control or the will of YALA, such as vandalism.
8.2 In the event of a well-founded claim within the guarantee period, YALA has the option of repairing the defect or replacing the Tent at its own discretion.
9.1 YALA’s liability is limited to the provisions of this article, except in the event of intentional act or deliberate recklessness on the part of YALA.
9.2 YALA is only responsible for direct damages. ‘Direct damages’ exclusively means the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these General Terms and Conditions; any reasonable costs incurred to make an inadequate performance on the part of YALA comply with the Agreement, to the extent that these costs can be attributed to YALA; and reasonable costs to prevent and/or limit damage, insofar as these costs have led to limitation of direct damage as referred to in these General Terms and Conditions.
9.3 YALA is not liable for indirect damage, including consequential damages, loss due to business interruption, loss of profit and/or losses suffered, loss of savings, loss due to delay and damages suffered by third parties. YALA is also not liable for damages due to third parties engaged by YALA.
9.4 Without prejudice to the foregoing, YALA’s liability is limited per incident to the amount for which YALA is covered by liability insurance. If, for whatever reason, this insurance does not provide cover or does not pay out, YALA’s liability per incident is limited to 10% of the invoice value of the Agreement, up to a maximum of € 20,000, whereby YALA’s total liability for all incidents pursuant to the Agreement combined is also capped at € 20,000.
9.5 Any of the Buyer’s rights to claim against YALA for whatever reason expire after the mere expiry of one year after delivery of the Tents.
9.6 The Buyer indemnifies YALA against all third-party claims that are a result of, arise from or are related to the implementation of the Agreement.
10.1 ‘Force majeure’ means all circumstances (foreseen and unforeseen) that take place beyond the control or the fault of YALA, but that affect the fulfilment of the obligations, including in any case (to be determined in YALA’s reasonable opinion) weather in which work cannot be carried out, operational failures, fire, burglary, sabotage, a general lack of required raw materials, breach of contract by suppliers, weather conditions, roadblocks, accidents, transport difficulties, delivery problems suffered by third parties, and IT failures and power outages.
10.2 In the event of force majeure, YALA has the right to suspend the performance of the Agreement for a period of at most six months or to cancel the Agreement entirely or in part, without YALA owing the Buyer any compensation for this.
10.3 If the period of force majeure lasts longer than six months, both Parties are entitled to terminate the Agreement without any obligation to compensate for damages.
10.4 If, at the time of the force majeure circumstances, YALA has already partially fulfilled its obligations or can still partly fulfil them, YALA is entitled to invoice the Buyer separately for the performed or still to be performed part of the Agreement, and the Buyer is obliged to settle those invoices.
11.1 YALA is entitled to suspend performance of the Agreement or to cancel the Agreement entirely or in part, without notice of default or judicial intervention being required, and without prejudice to all other rights that YALA has, in the following cases:
1. The Buyer fails to fulfil the obligations under the agreement at all, fully or in good time.
2. In the event of suspension of payment, bankruptcy or full or partial liquidation of the Buyer, or if a petition for bankruptcy or suspension of payment has been submitted.
3. YALA can no longer be expected to comply with the Agreement under the originally agreed conditions and according to the information provided by the Buyer.
11.2 If YALA terminates the Agreement entirely or in part, YALA’s claims against the Buyer will be immediately due and payable. In that case, the Buyer will be obliged to compensate YALA for the work already performed by YALA.
11.3 If the Buyer cancels the Agreement entirely or in part, the Buyer will be obliged to compensate YALA for all costs already incurred by YALA and the damages suffered by YALA, including lost profit.
12.1 All existing and future intellectual property rights, including but not limited to copyright, that are in any way related to the Agreement, including drawings, sketches and models, are vested exclusively in YALA.
12.2 The Buyer is not permitted to use the aforementioned intellectual property rights for purposes other than for the implementation of the Agreement without YALA’s written permission, nor may they be made available to third parties for inspection, nor be copied or used and they may not be used in such a way that this would prejudice YALA in any way.
12.3 YALA is entitled to use the Buyer’s name for promotional activities.
13.1 The Buyer has a duty to maintain confidentiality with regard to the content of the Agreement and all of YALA’s company information that has come or has been brought to his knowledge.
13.2 The Buyer is obliged immediately on YALA’s request to destroy or remove all information that the Buyer has received, both physically and digitally, or to return it to YALA.
14.1 All Agreements between YALA and the Buyer are governed by Dutch law. The application of all other laws and regulations, including the Vienna Convention on Contracts for the International Sale of Goods, is excluded.
14.2 All disputes between YALA and the Buyer that arise from the Agreement or are related to it, will in the first instance be submitted exclusively to the competent court at the District Court of Amsterdam.
Version June 2020