Terms & Conditions of use
General conditions and terms of delivery of Evergreen Home Decoration B.V.
Definitions as used in these General Conditions of Delivery
Evergreen : is Evergreen Home Decoration B.V., a Dutch, private limited company with registered office in Den Haag, the Netherlands and operating under the name of Evergreen Home Decoration B.V.
Customer: any natural person or legal entity concluding an agreement or with whom Evergreen negotiates the conclusion of an agreement.
Agreement: any Agreement concluded between Evergreen and the Customer, any amendment of or addition to such Agreement, as well as all (legal) acts undertaken for the preparation and execution of that Agreement;
1.1 These Conditions are applicable to all offers and to all Agreements for the purchase, sale or execution of work between Evergreen and the Customer.
1.2 Any standard terms and conditions of the Customer shall not be applicable, unless they have been expressly accepted in writing by Evergreen .
1.3 All offers and quotations submitted by Evergreen shall be without engagement or obligation, unless expressly stated otherwise.
The Agreement, however described, shall not be concluded until after acceptance by Evergreen of a contract of work from the Customer. Such acceptance may be evident from the written confirmation of Evergreen as well as from the fact that Evergreen executes the Agreement.
3.1 If one or more of the price factors are subject to an increase after the Agreement has been concluded, Evergreen shall be entitled to increase the agreed price accordingly, even where such increase is caused by foreseeable circumstances. Evergreen shall inform the Customer of such a price increase as soon as possible. If such a price increase takes place within three months after the effective date of the Agreement, the Customer shall be entitled to terminate the Agreement within seven days after the Customer first became aware of the price increase that has been announced.
3.2 In case the Customer is allowed to pay on a credit basis, payment shall be made within that agreed credit term /days of credit granted/agreed and confirmed in the invoice and order confirmation.
3.3 If the Customer fails to payment within the credit periods, Evergreen shall be entitled to suspend its work.
3.4 The Customer may not deduct any amounts due by Evergreen from any amounts that the Customer owes to Evergreen .
3.5 All amounts owing to Evergreen by the Customer shall be immediately due and payable in the event that the Customer fails to comply with his payment obligations, files for bankruptcy, applies for provisional or definitive suspension of payments, is placed into administrative receivership, if his property and/or claims are attached under a warrant of execution, and in the event of his death, if he goes into liquidation or is dissolved.
4.1 Inside the EU delivery shall be made by trailer / truck to an address to be notified by the Customer. Depending on the total amount of the goods delivered, Evergreen will charge the Customer shipping costs, delivery charges, document charges and import- or custom charges if applicable.
4.2 The delivery period shall commence on the date stated by Evergreen on the order confirmation.
4.3 The delivery period notified by Evergreen is based on the working conditions applicable at the time of the order confirmation and on timely delivery of the materials ordered by Evergreen for the execution of the Agreement. If, through no fault of Evergreen , a delay occurs due to a change in the aforementioned working conditions or because materials that have been ordered in good time for the execution of the work are not delivered in good time, the delivery period shall be extended to the extent necessary. The delivery period shall also be extended if the delay on the part of Evergreen has occurred as a result of the Customer’s failure to perform any obligation arising for the Customer from the Agreement or any failure to provide cooperation that may be required of the Customer.
4.4 Unless in the event of willful misconduct or gross negligence committed by Evergreen , any failure to meet a deadline for delivery shall not entitle the Customer to terminate all or part of the Agreement or to demand or receive compensation for any loss or damage suffered or incurred by the Customer.
4.5 If delivery cannot take place in the agreed manner due to causes not attributable to Evergreen , Evergreen shall be entitled to charge all costs involved to the Customer.
In these General Conditions of Delivery, `force majeure’ entails all circumstances or events beyond the control of Evergreen – even if such circumstances could have been foreseen at the time the Agreement was concluded – that permanently or temporarily prevents performance of the Agreement as well as, to the extent not already included in such definition: war, threat of war, civil war, riot, industrial action, lockout of workers, import and export bans, transport difficulties, fire and other serious interruptions in the business operations of Evergreen or its suppliers.
6.1 In the event the performance of the Agreement is not possible as a result of force majeure, Evergreen shall be entitled with immediate effect either to suspend the execution of all or part of the Agreement for no more than six months or to terminate all or part of the Agreement, without Evergreen being obliged to pay any compensation.
6.2 If the Customer fails to perform any obligation arising for him from the Agreement concluded with Evergreen or from any other Agreement related to it, or fails to perform such obligation properly or in good time, or in the event that there are good grounds for fearing that the Customer is not or will not be able to perform its contractual obligations vis-à-vis Evergreen , as well as in the event of bankruptcy, suspension of payments, close-down or partial transfer of the Customer’s business, Evergreen shall be entitled, without notice of default being required, either to suspend execution of the Agreement for no more than six months or to terminate all or part of the Agreement.
6.3 The agreed price shall become immediately due and payable in the event of suspension or termination within the meaning of paragraphs 1 and 2 above.
7.1 If Evergreen has valid reasons for doubting the Customer’s willingness to pay and his solvency, it shall be entitled, before delivering or performing work or continuing work, to demand security for the performance of all the Customer’s obligations under the Agreement. If such security is refused by the Customer, Evergreen may consider the Agreement as having been terminated, without prejudice to Evergreens rights to compensation for loss or damage, expenses and loss of profit.
7.2 The Customer shall only become the owner of the goods delivered by Evergreen on the condition precedent of payment in full of the agreed price. Evergreen shall remain the owner of the delivered goods for as long as the Customer has not paid the amounts owed by him under the Agreement. As long as the Customer has not yet paid the aforementioned amounts, the Customer shall not be entitled to create a pledge, no possessory or otherwise, on the goods delivered by Evergreen. If the Customer fails to perform the aforementioned obligations, Evergreen shall be entitled to repossess the delivered goods without further notice of default being required.
8.1 Evergreen shall only be liable for loss or damage that has occurred during or upon the execution of the Agreement, if and to the extent that the loss or damage is the result of willful misconduct and/or gross negligence on the part of Evergreen and/or its supervising subordinates and also to the extent that the liability insurance taken out, or to be taken out, by Evergreen under the usual terms and conditions, indemnifies for such loss or damage. Evergreen will under no circumstance be liable to pay compensation in excess of the invoice value.
8.2 Evergreen shall never compensate for consequential loss, loss of profits and damage due to loss of income on the part of the Customer, irrespective of how such may have arisen.
The Customer indemnifies Evergreen against all claims from third parties in respect of product liability as a result of a defect in a product that the Customer has supplied to a third party, unless the Customer can prove that the loss or damage is the result of gross negligence on the part of Evergreen.
Warranties provided by Evergreen with respect to goods that have not been produced by Evergreen shall only be given to the extent that Evergreen ’s supplier has provided a warranty that covers any loss or damage that may have been caused.
11.1 The Customer can only claim defective performance of the Agreement, at the risk of forfeiting all rights vested in him, if he has protested to Evergreen in writing by registered letter within a reasonable period, which is normally understood to be within eight days, after he has discovered or should reasonably have discovered the defect.
11.2 Submission of a claim does not entitle the Customer to suspend all or some of his obligations.
The Agreement shall be governed by and construed in accordance with Dutch law.
Any dispute arising from the Agreement shall be submitted by the parties for exclusive adjudication by the competent court in Den Haag, subject to Evergreen’s right to commence proceedings before another competent court.