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Home General terms and conditions

General terms and conditions

General terms and conditions of the private limited liability company

Hylas B.V., established in Elst, registered in the Commercial Register under file number 09084332, as well as its legal successors under general or special title.

Article 1: Definitions

In these General Terms and Conditions, the following words have the following meanings when written with a capital letter, except if and insofar as the context requires a different meaning:

- Hylas B.V.: the user of these General Terms and Conditions.

- Other Party: the natural person or legal entity that has committed to Hylas B.V. in connection with the provision of Services or products, or is negotiating with Hylas B.V. with the ultimate aim of Hylas B.V. providing the Services.

- Parties: the Other Party and Hylas B.V. jointly.

- Offers: all offers provided by Hylas B.V.

- Legal relationship: the agreement to be concluded or already concluded between the Parties, as well as any amendment or addition thereto, including negotiations, Offers and Orders to which these terms and conditions apply.

- Complaints: the return of an Order, or part of an Order, to Hylas B.V. on account of a defect alleged by the Other Party.

- Cancellation: the withdrawal of an Order already placed.

- Order: an order from the Other Party to deliver products and/or carry out work.

Article 2: General

1. These general terms and conditions are applicable to the formation, content and implementation of all Legal Relationships entered into with Hylas B.V., whereby Hylas B.V. acts as (potential) supplier of products or Services.

2. These terms and conditions shall also apply to future Legal Relationships. The applicability of other terms and conditions is expressly rejected.

3. Deviations must be agreed in writing and shall apply exclusively to the Legal Relationship or Order in question.

Article 3: Offers

Offers made by Hylas B.V. are without obligation. They are based on execution under normal circumstances and during normal working hours, unless expressly stated otherwise.

Article 4: Prices

1. The prices quoted are for delivery ex works and are exclusive of VAT and any other government levies.

2. Unless stated otherwise, all prices quoted are in Euro. Currency fluctuations will be passed on to the Other Party if necessary.

3. If after the date of the formation of a Legal Relationship, circumstances arise that affect the purchase price, such as changes in the prices of raw materials, wages, exchange rates, import duties, etc., Hylas B.V. reserves the right to pass on these price changes to the Other Party.

Article 5: Delivery times

1. The delivery times of Hylas B.V. are based on the circumstances prevailing at the time of entering into a Legal Relationship or placing an Order, and on the timely delivery of the materials ordered for the execution of the Legal Relationship or Order. If as a result of change of circumstances or as a result of non-timely delivery of materials there is a delay in the execution of the Order, the term of delivery shall be extended as much as is reasonable.

2. Exceeding the delivery time shall never give a right to damages, unless it has been stipulated in writing or the exceeding is due to intent or deliberate recklessness.

3. Hylas B.V. reserves the right to deliver Orders in parts and to invoice these parts.

4. If, in the opinion of Hylas B.V., the counterparty's financial position gives reason to do so, Hylas B.V. shall be entitled to suspend (further) delivery until adequate security has been provided for the payment of the costs incurred and to be incurred by Hylas B.V.

Article 6: Complaints

1. Complaints about incorrect execution of an Order, about the quality of the goods delivered, etc., must be reported to Hylas B.V. in writing immediately, but no later than eight days after receipt of the goods. Subsequent Complaints need not be dealt with by Hylas B.V..

2. Claims can only be made with regard to goods that are still in the condition in which they were delivered.

3. With regard to glass fibre cloth, minor deviations in quality, quantity, width, colour, finish or finish, etc., considered acceptable in the trade or technically unavoidable, shall not constitute grounds for Complaints.

4. With regard to acrylic polyester fabric, minor deviations in quality, quantity, width, colour, finish or finish, etc., which are considered permissible or technically unavoidable in the trade, or product properties mentioned in the description of the Bundesverband Konfektion Techniser Textilien e.v. (BKTex), shall not constitute grounds for Complaints.

5. With regard to colourfastness, watertightness and other technical qualities of the textile goods, only those guarantees that Hylas B.V. has received from the supplying textile weaving mills apply.

6. In the event of timely complaints and if the goods exhibit material or manufacturing faults not mentioned in paragraphs 3 and 4, Hylas B.V. will provide for full or partial repair, free of charge, once only and at its discretion. Hylas B.V. is not obliged to any further obligation.

7. The costs of unwarranted returns/storage will be at the expense of the Other Party.

Article 7: Payment

1. Hylas B.V. will invoice the Services it provides by means of an invoice, which invoice must be settled by the Other Party within a period of 30 days. The Other Party is not entitled to setoff.

2. The Other Party must settle the invoice sent by Hylas B.V. within the period specified in paragraph 3, failing which the Other Party will be in default directly and without prior notice of default. In that case, Hylas B.V. is authorised to suspend its commitment or dissolve the agreement.

3. If the case as described in paragraph 2 occurs and Hylas B.V. does not proceed to suspend its commitment or dissolve the agreement, it is entitled to attach different conditions to the execution of orders, including requesting partial or full payment in advance.

4. The Other Party shall owe interest of 1% per month on all amounts due and payable, counting from the due date, until payment has been made.

5. If a case as described in paragraph 2 occurs, the Other Party shall also be obliged to pay all judicial and extrajudicial collection costs. These include in any case - but are not exhaustive - the costs of collection agencies and other third parties engaged by Hylas B.V.. The extrajudicial collection costs are 15% of the amount owed by the Other Party, with a minimum of € 200 excluding VAT.

Article 8: Retention of title

1. Until all claims that Hylas B.V. has and/or will acquire against the Other Party have been paid in full, the goods delivered shall remain the exclusive property of Hylas B.V., either processed or unprocessed, at the expense and risk of the Other Party. The Other Party is not authorised to pledge these goods to third parties or to transfer their ownership.

2. In the event that the Other Party fails to fulfil any obligation arising from a Legal Relationship concluded with Hylas B.V., Hylas B.V. is entitled to take back the goods without any notice of default.

3. In the event that Hylas B.V. invokes its retention of title, the Legal Relationship established will be dissolved without judicial intervention, without prejudice to Hylas B.V.'s right to claim compensation for costs, damages and interest from the Other Party.

Article 9: Cancellation

1. In the event that the Other Party wishes to cancel an Order in full or in part, Hylas B.V. shall be entitled to charge 15% of the total price already agreed as cancellation costs.

2. Cancellation is possible until the Order has been executed.

3. Hylas B.V. reserves the right to claim damages from the Other Party in the event of late cancellation.

Article 10: Force majeure

1. In the event that Hylas B.V., upon the occurrence of force majeure or circumstances that render the normal execution of the Legal Relationship concluded or Order placed temporarily or permanently impossible or unreasonably onerous, the mutual obligations will be suspended for the duration of the temporary impossibility until the aforementioned circumstances have been removed.

2. Force majeure shall in any case include: calamities, natural disasters, government measures, war, riots, strikes, excessive absenteeism due to illness and other unforeseen circumstances affecting the normal business operations of Hylas B.V.

3. If the force majeure situation lasts longer than three months, the Parties shall be entitled to dissolve the Legal Relationship concluded or Order in writing. After dissolution, Hylas B.V. is entitled to invoice the counterparty for the performance that was already delivered by Hylas B.V. before the force majeure occurred. The parties shall not be entitled to claim any form of compensation.

Article 11: Liability

1. Hylas B.V. is not liable, except insofar as this can be attributed to gross negligence or intent, for damage, including trading losses and/or consequential damage, which may arise as a direct or indirect result of

a. force majeure as described in article 10.

b. acts or omissions of the Other Party, its subordinates, or other persons employed by it or on its behalf.

c. negligence of the Other Party with regard to the quality of the delivered products;

d. depreciation of the delivered products as a result of external influences.

2. Without prejudice to the provisions of the previous paragraphs, Hylas B.V.'s liability, for whatever reason, is limited to the amount of the value of the invoice for the delivery in which the problems arose.

Article 12: Applicable law and dispute resolution

1. All Legal Relations shall be governed by Dutch law.

2. All disputes arising from or in connection with Legal Relations as referred to in these terms and conditions shall be adjudicated by the competent court in the district of Arnhem.

Article 13: Final provisions

1. If and insofar as provisions in a Legal Relationship or in these terms and conditions are declared

1. If and insofar as provisions in a Legal Relationship or in these Terms and Conditions are declared non-binding, the statutory regulation that is most in line with the purport of those provisions will take its place. The remaining provisions shall remain in full force and effect.

2. The headings of the articles have no independent meaning.

3. The Other Party is not permitted to transfer the Legal Relationship or Order or rights and/or obligations arising from the Legal Relationship or Order to a third party in full or in part without the prior written consent of Hylas B.V.

4. Hylas B.V. is entitled to amend its general terms and conditions. New general terms and conditions will come into force at the time the Other Party is notified thereof.