General Sales Conditions
Everly, company under Belgian law,

1. Validity of these terms
These sales conditions are exclusively applicable to the sales of Everly, with the exclusion of any
conditions of the customer.

2. Offers
2.1. The offers of Everly 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 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 that rights can be derived from this towards Everly,
2.4. Everly reserves the right, subject to written notification to the customer, to adjust the prices at
any time, and also 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 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 about
the fabric sizes, lengths and/or any additional costs,
3.3. The customer guarantees the free delivery of his COM to Everly,
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’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 is not obliged to return the COM,
3.6. Everly 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
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 for visible defects is in any case 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
will be applied,
4.5. For all direct deliveries to private customers or to shops located in areas where traffic is restricted, or in areas that are
difficult to reach for regular trucks, Everly will make a mandatory estimate depending on the
delivery address, whereby it 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. Since it is technically

impossible to guarantee the same shades over a longer period of time, colors of fabric, leather and material can only be
regarded as an indication and deviations cannot give rise to any liability,
5.2. In the event of a warranty, Everly 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:
a) the product has been provided by the customer with technical changes or additions, or if the customer replaces parts that
have not been approved or supplied by Everly,
b) the defect is caused by incompetent use, insufficient care, poor or lack of maintenance of the product, negligence,
insufficient supervision and control or by rough use,
c) the defect is related to wear and tear.
5.4. Damage control
a) Except in the case of intent or gross negligence, Everly is not liable for damage to a product
other than with due observance of the provisions of this article,

b) Everly is not liable for consequential damage of whatever nature or caused by whoever,
which the customer or a third party may suffer regarding (the use) of a product of Everly,
c) The contractual and legal liability of Everly is in any case limited to the amount of the
purchase price of the product,

6. Billing and payments
6.1. Unless otherwise agreed in writing, the invoice must be paid in advance, without any discount or
recourse to set-off,
6.2. Payment must be made directly to Everly to the bank account specified by Everly,
6.3. In the absence of registered protest within 8 calendar days of the invoice date, the invoice is considered to be accepted,
6.4. Any amount that remains unpaid on the due date will automatically and without prior notice incur an interest of 12% per
annum, plus a flat-rate compensation of 10% of the outstanding amount, legal costs and legal fees,
6.5. Granting payment terms does not entail novation and does not affect the recoverability of the principal debt, interest, and
fees. In the absence of timely payment of an invoice, all invoices will become immediately and fully due and payable.
Discussions regarding warranty, quality of the delivered goods or otherwise do not affect the obligations of the customer
to pay the due and payable invoices of Everly,
6.6. Claims of the customer on Everly can only be settled after written permission from the
management of Everly.

7. Termination
7.1. Each order is binding for the customer and cannot be cancelled unless accepted by Everly,
7.2. Everly is entitled to dissolve the agreement if the customer fails to fulfil one of its contractual
obligations, in particular if it fails to pay an invoice or take receipt of the product for more than 30 days,
7.3. Everly also reserves the right to consider the agreement dissolved by operation of law and
without notice of default in the event of bankruptcy, opening WCO, apparent insolvency, as well as in the event of any
change in the legal situation of the customer,
7.4. In the event of cancellation accepted by Everly as determined in the present article 7.1 or in
the event of dissolution as determined in the present articles 7.2 and 7.3, the customer owes Everly a fixed compensation of 20% of the price of the
order, without prejudice to its right to claim a higher
compensation, subject to proof of actual damage suffered.

8. Retention of title
8.1. Everly retains the right of ownership of the delivered products to full payment of the price,
even if they have been modified, incorporated, alienated or encumbered.

9. Applicable law and competent court
9.1. Only Belgian law applies to an agreement, with the exclusion of the Vienna Sales Convention,
9.2. Disputes fall under the exclusive jurisdiction and competence of the Antwerp Commercial Court, Antwerp division.