Sales Conditions Everly BV

Company under Belgian law, BE1013000593

1. Validity of these terms

These sales conditions are exclusively applicable to the sales of Everly BV, with the exclusion of any conditions of the customer.

2. Offers

2.1. The offers of Everly BV are not binding but constitute at most an invitation to formulate an offer.
2.2. The prices are: ex works, in EUR and excluding taxes, transport, postage, insurance, or any other additional shipping and/or transport costs.
2.3. Everly BV reserves the right to make technical and/or model deviations from images, descriptions in catalogues, folders, internet pages, and other written information, as well as model, construction, and material changes in the sense of technical improvements, without rights being derived from this towards Everly BV.
2.4. Everly BV reserves the right, subject to written notification to the customer, to adjust the prices at any time, even after ordering, in the event of market price changes.
2.5. If the customer orders products in different fabric and/or leather categories, the price of the higher category applies for the whole.

3. Customer Own Material (COM)

3.1. If the customer wishes to use his COM, a separate price list drawn up by Everly BV applies.
3.2. This COM must meet the following requirements: a width of 140cm applies to plain fabrics. For fabrics with a pattern or for specific alignment requests, the customer must obtain the prior agreement of Everly BV about the fabric sizes, lengths, and/or any additional costs.
3.3. The customer guarantees the free delivery of his COM to Everly BV.
3.4. The customer must indicate the front, back, top, bottom, and sides of its COM. In the absence of this indication, the COM will be processed according to Everly BV’s own work criteria.
3.5. When placing the order, the customer must indicate whether the remnants of his COM must be returned. In the absence of this indication, Everly BV is not obliged to return the COM.
3.6. Everly BV is not responsible for the aesthetic result, performance, wear, and/or durability of the COM.

4. Delivery

4.1. The delivery times are indicative. No delay, for whatever reason, can lead to liability of Everly BV or to full or partial dissolution of the agreement.
4.2. Delivery is made at the expense and responsibility of the customer, to whom the risk passes as soon as the product, ex works, has been handed over to the forwarder, carrier, or other persons, or as soon as the product has left the shipping address.
4.3. The customer must report visible defects and complaints regarding non-conform deliveries by registered letter within 48 hours after delivery. The liability of Everly BV for visible defects is limited to replacement of the goods, to the exclusion of all costs or damage. A claim for hidden defects must be submitted within one month of discovery, on pain of forfeiture.
4.4. If the customer places an order for a value of less than €2.000, a transport surcharge to be determined by Everly BVwill be applied.
4.5. For all direct deliveries to private customers or to shops located in areas where traffic is restricted or difficult to reach for regular trucks, Everly BV will make a mandatory estimate depending on the delivery address and reserves the right to charge any additional costs to the customer.

5. Warranty and liability

5.1. The delivered goods are covered by a warranty for material or manufacturing defects of 1 year. Colors of fabric, leather, and material can only be regarded as indicative, and deviations cannot give rise to any liability.
5.2. In the event of a warranty, Everly BV is entitled to carry out a repair and/or supply replacement material. The transport or shipping costs remain at the customer’s expense.
5.3. Warranty claims are excluded if:

  • The product has been provided by the customer with technical changes or additions.
  • The defect is caused by incompetent use, insufficient care, or negligence.
  • The defect is related to wear and tear.
    5.4. Damage control:
    a) Everly BV is not liable for damage other than as stated above.
    b) Everly BV is not liable for consequential damage, regardless of its cause.
    c) The contractual and legal liability of Everly BV is limited to the purchase price of the product.

6. Billing and payments

6.1. Unless otherwise agreed in writing, the invoice must be paid in full, 100% advanced payment.
6.2. Payment must be made directly to Everly BV’s specified bank account.
6.3. Invoices are considered accepted if not protested within 8 calendar days.
6.4. Unpaid amounts incur 12% annual interest and a 10% flat-rate compensation.
6.5. Granting payment terms does not affect the recoverability of debts, interest, or fees.
6.6. Claims on Everly BV can only be settled with written permission.

7. Termination

7.1. Each order is binding and cannot be canceled unless accepted by Everly BV.
7.2. Everly BV may dissolve the agreement if the customer fails to fulfill contractual obligations.
7.3. Dissolution may occur automatically in cases like bankruptcy or insolvency.
7.4. In case of termination, the customer owes Everly BV a fixed compensation of 20% of the order price.

8. Retention of title

Everly BV retains ownership of products until full payment.

9. Applicable law and competent court

Belgian law applies, excluding the Vienna Sales Convention. Disputes fall under the jurisdiction of the Antwerp Commercial Court, Antwerp division.