1. LANGUAGE, LANGUE

Dutch: These General Terms and Conditions are available in Dutch and French upon simple request. The Dutch version of these General Terms and Conditions is the only authentic version.

  1. DEFINITIONS

2.1 “Recor Bedding”: the public limited company “Recor Bedding”, with registered office at B-3600 Genk, Melbergstraat 6, registered in the register of legal entities in Antwerp, Hasselt department under number 0431.545.773, and known at the VAT administration under the number BE 0431.545.773, judicial district of Limburg.

2.2 “General Terms and Conditions”: these general terms and conditions of sale and delivery.

2.3 “Customer”: any (legal) person who purchases a product and / or service from Recor Bedding, places an order with Recor Bedding, and / or sends a quotation request to Recor Bedding, as well as anyone who, in the name or on behalf of another (legal) person purchases a product and / or service from Recor Bedding, places an order with Recor Bedding, and / or sends a quotation request to Recor Bedding.

2.4 “Registered Letter of Complaint”: a registered letter stating the invoice number, all reference numbers (if applicable) shown on the written agreement between Recor Bedding and the Customer, the order confirmation from Recor Bedding, the delivery note from Recor Bedding and / or the invoice from Recor Bedding, with an accurate identification of the products and / or services and a detailed statement of the non-conformity or the defect.

2.5 “Conformity Of The Delivery” (exhaustive definition): delivery of the correct (types of) products and / or services, without visible defects, at the correct location in accordance with the written agreement between Recor and the Customer or in the absence of any in accordance with the order confirmation issued by Recor Bedding. In the absence of both a written agreement between Recor Bedding and the Customer and an order confirmation from Recor Bedding, the correctness of the (types of) products and / or services and of the location will be evaluated in relation to the order of the Customer.

  1. APPLICABILITY

3.1 Notwithstanding any communication to the contrary in the past or the future, the Customer accepts by sending a quotation request, placing an order and / or entering into an agreement with Recor Bedding, that only the following standards apply to all contractual, pre-contractual and extra-contractual legal relationships between Recor Bedding and the Customer, both current and future (in hierarchically descending order, the following in the absence or silence of the previous): (1) the written agreement between Recor Bedding and the Customer; (2) the written and / or electronic order confirmation issued by Recor Bedding; (3) these General Terms and Conditions; (4) art. 4-88 of the Vienna Sales Convention; (5) the Unidroit Principles; (6) Belgian law, with the exclusion of articles 1-3, and 89-101 of the Vienna Sales Convention.

Other conditions and / or standards, such as the general and / or special conditions of the Customer, do not apply and are explicitly rejected by Recor Bedding. Other (deviating) conditions only apply if Recor Bedding explicitly signs these (deviating) conditions for acceptance. These deviations explicitly signed for acceptance are only valid for the agreement to which they relate and cannot be invoked in any other, even similar agreements.

3.2 These General Terms and Conditions are without prejudice to the statutory rights that are imperatively granted to the Customer under applicable national consumer protection legislation.

3.3 Any nullity of one of the provisions or part of a provision of these General Terms and Conditions does not affect the applicability of the other provisions and / or the rest of the provision. In the event of invalidity of one of the provisions or part of a provision, Recor Bedding and the Customer will negotiate, as far as possible and according to their loyalty and belief, to replace the invalid provision by an equivalent provision that complies with the general spirit of these Terms and Conditions.

3.4 Recor Bedding reserves the right to adjust and / or change these General Terms and Conditions at any time.

  1. QUOTE, ORDER AND ORDER CONFIRMATION

4.1 Recor Bedding reserves the right to rectify any errors in price lists and can withdraw all offers (including - but not limited to - those in the price list) and quotations at any time. In any case, all offers and quotations from Recor Bedding are without obligation and can only be regarded as an invitation to place an order by the Customer.

4.2 As soon as Recor Bedding issues a new price list, this price list replaces all previous price lists. Any offers and / or quotations that have not yet been accepted by the Customer in writing at that time, are automatically deemed to be no longer valid when a new price list is issued.

4.3 The agreement between Recor Bedding and the Customer is only concluded as soon as a person who is authorized to legally bind Recor Bedding confirms the Customer's order in writing and / or electronically, or as soon as Recor Bedding starts the execution of the order. The written and / or electronic acceptance of an order by agents and / or representatives of Recor Bedding does not count as the aforementioned order confirmation and is not sufficient to bind Recor Bedding.

4.4 All deliveries of products and / or any performance of services that were not explicitly provided for in the written agreement between Recor Bedding and the Customer or in the absence thereof in the order confirmation from Recor Bedding, are deemed to be additional orders and / or additional work. at the request of the Customer, and will be charged as such to the Customer.

4.5 Recor Bedding is free to choose the parties with which it wishes to enter into an agreement, and always has the right to set a minimum invoice amount.

  1. PRICE AND COSTS

5.1 All prices are exclusive of VAT and are expressed in Euro. Recor Bedding issues new price lists from time to time, which revoke the previous price lists from the date stated therein (or lack thereof from the date of publication). Only the prices stated in the most recent price list are valid. A customized price is calculated for each order. This is only valid for a specific order and therefore does not apply to any other, even similar orders.

5.2 In the event of a delay, Recor Bedding has the right to increase the prices stated in the written agreement between Recor Bedding and the Customer or, in the absence thereof, in the order confirmation from Recor Bedding. Delay is understood to include (purely exemplary list): late payment; failure by the Customer to fulfill the obligations set out in Articles 9 and 14 of these General Terms and Conditions; etc.

5.3 Changes of supplier (s) independent of Recor Bedding, currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social security contributions, costs imposed by the government, (environmental) levies and taxes, transport costs, import and export duties or insurance premiums, occurring between the order confirmation and the final delivery of the products and / or services, give Recor Bedding the right to increase the agreed price proportionally.

5.4 Recor Bedding reserves the right to demand an advance, full payment or any other form of security for payment before proceeding to fulfill its obligations towards the Client.

  1. COMMITMENTS OF RECOR

6.1 The obligations of Recor Bedding are limited to the accurate performance of its obligations as described in the written agreement between Recor Bedding and the Customer or, in the absence thereof, in the order confirmation from Recor Bedding. If neither a written agreement has been drawn up between Recor Bedding and the Customer, nor an order confirmation from Recor Bedding, and Recor Bedding has already started the execution of the order, Recor Bedding's responsibility remains limited to the execution of the written order. from the customer.

6.2 Recor Bedding only offers the quality guarantees that are explicitly stated in the written agreement between Recor Bedding and the Customer, in the order confirmation from Recor Bedding, in the quotation drawn up by Recor Bedding and / or in the price lists communicated.

6.3 Recor Bedding guarantees a faithful delivery with the express reservation for minor color and quality deviations.

6.4 Recor Bedding can only provide a guarantee with regard to color matching of upholstery fabrics and leather versions if the Client explicitly requests this and on condition that they place an order at the same time, on the understanding that minor color deviations are never covered by such guarantee.

6.5 Recor Bedding explicitly declares that the dimensions and dimensions as stated in the written agreement between Recor Bedding and the Customer, in the order confirmation from Recor Bedding, in the quotation drawn up by Recor Bedding and / or in the price lists communicated are only approximate. and reserves the right to deliver products that include minor deviations in size and / or changes in shape and appearance.

6.6 Recor Bedding is not responsible for the use and any consequences of the use of materials supplied by (or in the name and at the expense of) the Customer or end customer with a view to the manufacture and / or treatment of the products concerned with these materials.

6.7 Recor Bedding is not responsible for compliance with the respective legal obligations associated with the use of the products that apply in the country where the products will be delivered and / or used, such as (but not limited to) environmental obligations, application permits, quality requirements, etc.

6.8 If certain products and / or components of certain products are not in stock, Recor Bedding and the Customer can agree in mutual consultation to replace these missing products and / or components with a functional equivalent of a different brand or type. The possible replacement of missing products and / or components by a functional equivalent in no way releases the Customer from its obligations under articles 9 and 14 of these General Terms and Conditions, and can in no case give rise to a reduction in price or a dissolution of the agreement between Recor Bedding and the Customer. Any additional cost of such replacement is not included in the price and will be charged to the Customer.

  1. DELIVERY OF THE PRODUCTS PURCHASED AND / OR SERVICE PERFORMANCE

7.1 Unless otherwise agreed, deliveries in Belgium always take place in accordance with the Incoterm® (2010) “Delivery Duty Paid” (DDP) at the place as stated in the written agreement between Recor Bedding and the Customer or, in the absence thereof, on the order confirmation based on Recor Bedding and deliveries outside Belgium always in accordance with the Incoterm® (2010) “Ex Works” (EXW) production location as agreed.

7.2 Any execution and delivery terms stated concern the term within which the products can in principle leave the Recor Bedding sites and are always indicative. They do not form an essential part of the obligations of Recor Bedding towards the Customer, nor of the written agreement between Recor Bedding and the Customer, nor of the order confirmation issued by Recor Bedding. If the stated delivery term is exceeded, Recor Bedding and the Customer will agree on a reasonable additional term. No time limit, neither the original nor the additional period (s), can give rise to payment of any compensation, nor to termination of the agreement between Recor Bedding and the Customer. Changes to the quotation request and / or the order of the Customer, changes to the written agreement between Recor Bedding and the Customer, as well as changes to the order confirmation issued by Recor Bedding, automatically result in the predetermined probable delivery terms being canceled. 

7.3 Recor Bedding is in any case not liable for delays incurred as a result of default by manufacturers and / or suppliers of Recor Bedding, the Customer, its customers and / or any other third party.

7.4 Recor Bedding has the right to deliver the purchased products and / or the relevant services in various parts. Partial delivery or execution cannot give rise to payment of any compensation, nor to dissolution of the agreement between Recor Bedding and the Customer.

7.5 If the delivery takes place pursuant to the agreement or in accordance with Article 7.1 of these General Terms and Conditions in accordance with the Incoterm® (2010) “Ex Works” (EXW), the Customer must collect the purchased products himself, at his own expense and risk from the time and place indicated by Recor Bedding or agreed by the parties.

In the absence of collection within five (5) working days, the Customer owes a storage fee of 1% of the full invoice amount per week. As soon as the planned date of collection has passed by two (2) weeks, Recor Bedding has the right to dissolve the agreement between Recor Bedding and the Customer, without prior notice of default and without judicial intervention, with effect from the date of dispatch of the dissolution. . In this case, the Customer owes a lump sum compensation equal to 35% of the total invoice amount, without prejudice to Recor Bedding's right to prove higher damage.

If the parties in the present case agree, at the request of the Customer, that Recor Bedding will arrange the transport of the products to the agreed destination, Recor Bedding will only do this in the name, at the expense and risk of the Customer.

  1. SUBCONTRACTING

8.1 Recor Bedding has the right to subcontract (part of) the agreed works.

8.2 If Recor Bedding acts as a subcontractor, Recor Bedding has a direct claim against the client, up to the amount that the latter owes the co-contractor-main contractor at the time of filing the direct claim.

8.3 If Recor Bedding acts as a subcontractor, Recor Bedding also has a right of pledge on all claims of the co-contractor-main contractor, which arise from the building contract with regard to the work for which Recor Bedding was used as a subcontractor.

8.4 The direct claim referred to in Article 8.2 of these General Terms and Conditions, as well as the right of pledge included in this Article 8.3 of these General Terms and Conditions, not only relate to the relevant claims, but also to the accessories, such as (purely exemplary list): the interest on arrears and any compensation pursuant to a penalty clause.

  1. INFORMATION, SAMPLES, MODELS AND DESIGNS

9.1 The Customer is deemed to be aware of all the characteristics of the products and / or services ordered by him. The Customer cannot derive any rights from the information, samples, models and / or designs that Recor Bedding would provide on its own initiative or at the request of the Customer.

9.2 The Customer bears the exclusive and full responsibility to determine whether the purchased products and / or services are suitable, and meet all quality requirements with regard to the use and / or objectives for which the Customer and / or end customer has the products and / or services. purchased or wish to use.

The Customer will perform the necessary tests for this, and the necessary information (including with regard to the correct use of the relevant products and / or components, the possible dangers associated with these products and / or components, the applications and qualities of these products and / or or components, etc.).

The Client hereby has the explicit obligation to verify the information thus obtained, including with regard to the accuracy of the information obtained, the completeness of this information, and the applicability of the information with regard to the use and / or the objectives for which the Client and / or whether the end customer has purchased or wishes to use the products.

9.3 All information that Recor Bedding provides to the Customer, on its own initiative or at the request of the Customer, has a purely informative value and does not in any way release the Customer from its obligations under Article 9.2 of these General Terms and Conditions. The responsibility of Recor Bedding in this respect is always limited to the responsibility that is imposed on Recor Bedding in a mandatory manner by Belgian law.

  1. ACCEPTANCE, DELIVERY AND COMPLAINTS

10.1 Immediately upon receipt of the purchased products and / or services, the Customer must carry out an initial verification, including with regard to the Conformity of the Delivery.

Complaints with regard to the Conformity of the Delivery must be made by formulating a reservation on the delivery note, and must be confirmed to Recor Bedding within a period of forty-eight (48) hours after delivery by Registered Letter of Complaint, failing which the Customer is deemed to have delivered the products. and / or to accept services as agreed.

10.2 The putting into use, processing, repackaging and / or reselling of the products delivered by Recor Bedding is considered to be approval and acceptance, constitutes final delivery of the relevant products and / or services, and releases Recor Bedding from its responsibilities. and liability in accordance with Article 12 of the General Terms and Conditions.

10.3 Complaints with regard to hidden defects must be reported to Recor Bedding no later than six (6) months after delivery by Registered Letter of Complaint.

10.4 The Customer will in any case lose the right to invoke any defect if he does not notify Recor Bedding of this by means of a Registered Letter of Complaint, within a period of three (3) working days after he has received this non-Conformity of the Delivery or this. discovered or should have discovered defect.

10.5 In the event of complaints regarding the non-Conformity of the Delivery that are reported to Recor Bedding in a timely and correct manner, Recor Bedding will, at its own discretion and insight: (1) the non-conforming and / or defective products, components and / or services (partially ) replace or repair; or (2) credit the incorrect part to the price stated in the written agreement between Recor Bedding and the Customer or, in the absence thereof, to the price stated in the order confirmation issued by Recor Bedding; or (3) if it concerns visible defects that are not substantial to the use of the purchased products, credit an amount that reasonably corresponds to the nature and extent of the defect in question.

The Client acknowledges that these measures each individually entail full and adequate compensation for any possible damage as a result of the non-Conformity Of The Delivery and accepts that the implementation of these measures cannot be regarded as an acceptance of liability by Recor Bedding.

10.6 In the event of complaints regarding hidden defects that are reported to Recor Bedding in a timely and correct manner, Recor Bedding will, at its discretion and discretion: (1) replace or repair (partially) the defective products, components and / or services; (2) repair the defective products and / or components; or (3) credit an amount that reasonably corresponds to the nature and extent of the defect concerned. The Client acknowledges that these measures each individually entail full and adequate compensation for any possible damage as a result of hidden defects and accepts that the implementation of these measures cannot be regarded as an acceptance of liability by Recor Bedding.

10.7 Any (partial) replacement or repair of products, components and / or services cannot give rise to payment of any compensation, nor to dissolution of the agreement between Recor Bedding and the Customer.

10.8 Without the express and written consent of Recor Bedding, the Customer is under no circumstances entitled to return products or to have third parties carry out work on them.

10.9 Recor Bedding reserves the right to determine the non-Conformity of the Delivery and / or other defects itself, and to investigate the cause thereof. If Recor Bedding so requests, the Customer will deliver the products in question, at its own expense and risk, to Recor Bedding at the location indicated by Recor Bedding within a period of five (5) working days after receipt of the request thereto from Recor Bedding. .

10.10 Complaints and / or any (partial) replacement or repair of products and / or services do not in any case relieve the Customer from his payment obligation within the written agreement between Recor Bedding and the Customer, the order confirmation issued by Recor Bedding, this General Terms and Conditions, and / or the respective invoice term (s).

10.11 The Client is obliged to reimburse costs incurred as a result of unjustified complaints.

  1. GUARANTEE

11.1 The Customer acknowledges and accepts that Recor Bedding grants a limited and conditional warranty to the end customer - first owner of the purchased products and declares that it is familiar with the contents thereof. The Customer undertakes to transfer this warranty claim to Recor Bedding within five (5) working days of becoming aware of a warranty claim from an end customer - first owner, failing which the Customer will be responsible for the warranty obligations, without the possibility. of any story compared to Recor Bedding. The Customer undertakes to provide Recor Bedding with all reasonable assistance in its investigation of the warranty claim, including (but not limited to) by delivering the relevant products to Recor Bedding in accordance with Articles 10.8 and 10.9 of these General Terms and Conditions. Recor Bedding reserves the right to have the work carried out by the Customer in the context of its warranty obligations towards the end customer - first owner.

11.2 The Customer acknowledges and accepts that the aforementioned limited and conditional warranty with regard to the end customer does not apply with regard to products that have served as a showroom model. The Customer acknowledges and accepts that for such products he himself must be responsible for the legal warranty obligations towards the end customer, without any right of recourse against Recor Bedding.

11.3 Recor Bedding sovereignly decides whether a warranty claim meets the conditions of the limited and conditional warranty of the end customer - first owner. Recor Bedding is in no way bound by any statement to this effect from the Client to the end customer.

  1. LIABILITY

12.1 The liability of Recor Bedding with regard to the purchased products is limited to its legal responsibilities as a producer and / or retailer depending on the circumstances.

12.2 Recor Bedding is in no way liable for any damage to, or any damage caused by or with regard to the use of, materials supplied by (or in the name and at the expense of) the Customer or end customer with a view to the manufacture and / or or treatment of the purchased products with these materials.

12.3 If the agreement concerns products that are not manufactured by Recor Bedding, but are only resold by Recor Bedding, Recor Bedding cannot be held liable for any damage other than the Conformity of the Delivery and all complaints and / or damage, other than this with regard to the Conformity Of The Delivery, exclusively the responsibility of the producer (s) and / or supplier (s) from which Recor Bedding has purchased the relevant products. The Customer has the maximum option to invoke such complaints and / or damage, during a period equal to the shortest of the following periods:the warranty period that the respective producer or supplier offers to Recor Bedding; an absolute maximum of 1 year after delivery of the respective products and / or services.

If the Customer notifies Recor Bedding in a timely and correct manner, in accordance with these General Terms and Conditions, of any complaint and / or damage other than with regard to the Conformity Of The Delivery, Recor Bedding will pass this complaint on directly to the respective producer or supplier. In the further handling of this complaints or damage procedure, Recor Bedding only acts as an intermediary between the Customer and the respective producer or supplier. The responsibility of Recor Bedding in this regard is limited to the passing on of information between the respective producer or supplier on the one hand and the Customer on the other, without Recor Bedding being held liable in any way with regard to the actual complaint and / or damage.

12.4 The liability of Recor Bedding is at all times limited to the liability that is mandatory by law in the given factual circumstances, and is in any case limited to the lower of the following two amounts: (1) the respective invoice amount, or ( 2) the amount of the payment of the insurance policies taken out by Recor Bedding.

12.5 Recor Bedding is under no circumstances liable for: (i) indirect damage (including loss of turnover), (ii) damage caused by the Client, end customer and / or third parties, (iii) damage as a result of incorrect or inappropriate use of the purchased products, (iv) damage to purchased products that the Customer or end customer has attempted to change or if the Customer or end customer has used materials that do not meet the parameters as provided by Recor Bedding and / or (v) damage as a result of non-compliance by the Customer, its personnel or employees and / or the end customer with legal and / or other obligations, including the manual supplied with the products.

12.6 In accordance with Articles 9 and 14 of these General Terms and Conditions, Recor Bedding is under no circumstances liable for any damage resulting from the failure of the Customer and / or end customer to request and verify all necessary and useful information. , nor for any damage as a result of incorrect and / or incomplete information that was handed over to the Customer and / or end customer by the Customer, supplier (s) and / or producer (s) of the purchased products and / or any other third party .

12.7 The Customer is solely responsible for the resale of the purchased products, and guarantees that he will comply with all (legal and other) obligations in this respect.

12.8 In accordance with articles 6.2 to 6.5 of these General Terms and Conditions, Recor Bedding is in no way liable for:

any quality guarantees with regard to the delivered products and / or services that are not explicitly included in the written agreement between Recor Bedding and the Customer, in the order confirmation from Recor Bedding, in the quotation drawn up by Recor Bedding and / or in the price lists communicated ;

minor color and quality deviations, and this notwithstanding any guarantee provided by Recor Bedding in accordance with Article 6.4 of these General Terms and Conditions with regard to color matching of upholstery fabrics and / or leather versions;

color matching of upholstery fabrics and leather versions, if the Customer has not explicitly requested Recor Bedding for such a guarantee and / or has not ordered the relevant products and / or services at the same time;

minor dimensional deviations and changes in the shape and appearance of a model with regard to the dimensions, shape and appearance included in the written agreement between Recor Bedding and the Customer, in the order confirmation from Recor Bedding, in the quotation drawn up by Recor Bedding and / or in the communicated price lists.

  1. INDEMNITY

13.1 The Customer will fully indemnify and defend Recor Bedding against all claims and proceedings, including the claims and proceedings of third parties, that may arise from, or are the result of, any act or omission of the Customer, in violation of the written agreement between Recor Bedding and the Customer, the order confirmation issued by Recor Bedding, these General Terms and Conditions, and / or other (legal) obligations of the Customer.

13.2 The Customer will indemnify Recor Bedding for all damage, including legal and other costs, that arise as a result of its defense regarding the claims and / or proceedings referred to under Article 13.1 of these General Terms and Conditions.

  1. OBLIGATIONS OF THE CUSTOMER

14.1 The Customer bears full and exclusive responsibility to:

  • to hand over all data to Recor Bedding in a timely manner, including with regard to the data of which Recor Bedding indicates that it is necessary or useful for the performance of its obligations towards the Customer, and with regard to the data which the Customer should reasonably understand to be necessary or useful are for the performance of the obligations of Recor Bedding towards the Customer;
  • To inform Recor Bedding, prior to the delivery of the purchased products and / or services, of possible standard and legal conditions that these products must meet;
  • To inform Recor Bedding in writing and in good time of the specific requirements that the purchased products and / or services must meet;
  • to comply with the special obligations associated with the use of the products that apply in the country where the products will be delivered and / or used, as stated in Article 6.2 of these General Terms and Conditions, regardless of whether these obligations under the law of the country where the products are delivered and / or used to Recor Bedding;
  • in the event of delivery “Delivery Duty Paid”, (i) to inform Recor Bedding in good time about the times when it is available to receive the delivery, (ii) to immediately inform Recor Bedding of any objections with regard to the time proposed by Recor Bedding. of delivery, and (iii) provide sufficient storage and delivery space to facilitate delivery;
  • to thoroughly inspect the products and / or services within 48 hours after delivery, and in any case has the obligation to test the products and / or services in an adequate manner before using, processing and / or reselling them; the to treat and use products at all times in accordance with the manual supplied with the products.
  • to handle and use the products at all times in accordance with the manual supplied with the products.
  • to adequately inform its customers about the safety instructions and the operating instructions (as communicated in the manual, the content of which the Customer declares to know);
  • to conclude the necessary insurance contracts, including with regard to the retention of title as set out in Article 18 of these General Terms and Conditions. The Customer grants Recor Bedding permission to inspect the policies and proofs of payment for the aforementioned insurance policies upon first request.

14.2 If the Customer does not fulfill his obligations as set out in the written agreement between Recor Bedding and the Customer, the order confirmation based on Recor Bedding, these General Terms and Conditions, and / or if the Customer does not comply with all his other (legal) obligations, Recor Bedding has the right to (temporarily) suspend its obligations. The costs associated with this suspension are fully at the expense of the Client. These costs relate, among other things, to (purely exemplary list): extra working hours, storage fees, etc.

  1. FORCE MAJEURE AND HARDSHIP

15.1 Recor Bedding is not liable for a shortcoming in the fulfillment of its obligations caused by force majeure or hardship.

15.2 In the event of force majeure or hardship, Recor Bedding can, at its own discretion and discretion, without prior notice of default or judicial intervention being required, and without any right of recourse against Recor Bedding: (1) propose to the Customer that the missing products and / or replace components with a functional equivalent; (2) temporarily suspend the performance of its obligations; (3) extrajudicially dissolve the agreement between Recor Bedding and the Customer; and / or (4) invite the Customer to renegotiate the agreement between Recor Bedding and the Customer. If the Customer does not participate in these renegotiations in good faith, Recor Bedding can, in accordance with Article 24 of these General Terms and Conditions, request the court to determine new contract conditions and / or to order the Customer to pay compensation.

15.3 Force majeure and hardship include (purely exemplary list): unavailability and / or scarcity of certain materials; resource scarcity; currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social security charges, government-imposed costs, levies and taxes, transport costs, import and export duties or insurance premiums, occurring between the order confirmation and final delivery; ice cream; special weather conditions; strike; mobilization; war; disease; accidents; communication and computer disruptions; government measures; export ban; delay in supply; transport and / or movement obstacles; including lack or withdrawal of transportation options; export barriers; entry barriers; breakdown; file; etc.

  1. INVOICE AND PAYMENT

16.1 Recor Bedding reserves the right to invoice products and / or services immediately after delivery, and this also in the case of partial deliveries.

16.2 The Customer must report complaints regarding invoices to Recor Bedding within eight (8) calendar days of receipt of the invoice by Registered Letter of Complaint.

16.3 Unless explicitly agreed otherwise, all invoices must be paid within a term of thirty (30) calendar days after the invoice date.

16.4 All invoices are payable in cash at the registered office of Recor Bedding or by transfer to the bank account number stated on the invoice. The Customer is not allowed to make payments to intermediaries.

16.5 No discount is allowed for cash payments. Only receipts signed by persons who are authorized to legally bind Recor Bedding are valid.

16.6 In the event of non-payment or incomplete payment on the due date of one of the invoices:

(1) the Client shall, by operation of law and without prior notice of default, owe an annual capitalized interest of 1 % per month on the outstanding balance - without prejudice to any issue of a bill by and to the Client;

(2) the Customer is owed by operation of law and without prior notice of default a fixed compensation equal to 10% of the invoice amount with a minimum of five hundred euros (€ 500.00), without prejudice to the right of Recor Bedding to prove higher damage;

(3) the Customer is legally and without prior notice of default liable for all judicial and extrajudicial collection costs;

(4) by operation of law and without prior notice of default, all other, even non-overdue invoices from Recor Bedding become immediately due and payable on the Customer; and

(5) Recor Bedding has the right by operation of law and without prior notice of default to reclaim the delivered products from the Customer, to suspend and / or dissolve the (further) implementation of the relevant and / or one or more other agreements with the Customer. , without a prior notice of default or judicial intervention being required.

Sections (4) and (5) also apply in case of (imminent) bankruptcy, judicial or conventional dissolution, application of the Belgian law dated. January 31, 2009 regarding the continuity of companies, payment arrears, or any other fact as a result of which Recor Bedding reasonably loses confidence in the creditworthiness of the Customer.

16.7 Acceptance of partial payment is made subject to all reservations and is charged in the following order: (1) collection costs, (2) compensation; (3) interest; (4) principal sums.

16.8 The entry of the outgoing invoice in the outgoing invoice book of Recor Bedding applies as presumption of sending and receipt of the relevant invoice.

  1. CANCELLATION

17.1 Recor Bedding reserves the right to cancel the agreement between Recor Bedding and the Customer and / or the order of the Customer, without any form of compensation and without any right of recourse against Recor Bedding, in whole or in part if certain products and / or or components of certain products are not in stock.

17.2 With the express and written agreement of Recor Bedding, the Customer is not permitted to cancel its order or the agreement between Recor Bedding and the Customer. In the event that the agreement between Recor Bedding and the Customer is canceled by or at the expense of the Customer, even with the explicit and written agreement of Recor Bedding, the Customer is obliged to pay fixed compensation of 25% of the total invoice amount, or 50 % of the total invoice amount if the canceled agreement relates to seating furniture and customization, without prejudice to the express right of Recor Bedding to claim higher compensation if proof of this is provided.

  1. RETENTION OF OWNERSHIP

18.1 The property rights to the delivered products only transfer to the Customer at the time of full payment of price, costs, interests and all other accessories. The Customer bears the risk for the delivered products from delivery in accordance with Article 7.1 of these General Terms and Conditions.

18.2 The retention of title also applies to products that were given for safekeeping or consignment with a view to sale at the expense of Recor Bedding.

18.3 The Customer must always do everything that can reasonably be expected of him to secure the ownership rights to the unpaid products. If third parties seize these products or wish to establish or assert rights to them, the Customer is obliged to immediately notify Recor Bedding thereof.

18.4 Furthermore, the Customer undertakes to insure the unpaid products against fire, explosion and water damage and theft. Any payment under these insurance policies will accrue to Recor Bedding.

18.5 If the Client does not fulfill its obligations, or if Recor Bedding suspects that the Client will not fulfill its obligations, the Client will return the products concerned to Recor Bedding at its own expense and risk within 24 hours at the first and simple request of Recor Bedding. . Exercise of this right results in the immediate and automatic termination of the agreement between Recor Bedding and the Customer. As a result, the Customer is legally and without prior notice of default due the following amounts: (1) the loss of profit, estimated at 15% of the total invoice amount; and (2) a flat-rate compensation of 5% on the total invoice amount, for the (extra) management and administration costs. All this without prejudice to Recor Bedding's right to prove higher damage. Upon receipt of the products, and insofar as these products are still found to be in good condition, the amounts already paid will be refunded to the Customer after deduction of the aforementioned amounts due.

18.6 In the event of a violation of the retention of title, Recor Bedding automatically obtains a right of pledge on the realized sales price of the products concerned, and the Customer owes Recor Bedding a fixed compensation of 35% of the total invoice amount.

  1. LEGAL PROCESSING

The possible or even repeated non-application by Recor Bedding of any right can only be considered as tolerating a specific situation and does not lead to forfeiture of rights.

  1. NETTING

20.1 In accordance with the Financial Security Act of 15 December 2004, Recor Bedding and the Client automatically and by operation of law compensate and set off all current and future claims in respect of each other. This means that in the permanent relationship between Recor Bedding and the Customer, only the largest amount receivable on balance remains after the aforementioned automatic settlement.

20.2 This set-off will in any case be enforceable against the curator and the other concurrent creditors, who will therefore not be able to oppose the set-off carried out by the Client and Recor Bedding.

  1. SUSPENSION AND DISSOLUTION

21.1 In the event of any change in the Client's condition, such as death, conversion, merger, acquisition, transfer, liquidation, cessation of payments, collective or amicable agreement, request for deferment of payment, cessation of activity, seizure or any other circumstance that could damage the confidence in the creditworthiness of the Customer, Recor Bedding reserves the right, on account of that mere fact: either to suspend the execution of one or more agreements with the Customer until the Customer provides adequate security for its payment; or to declare one or more agreements with the Customer dissolved from the date of dispatch of the dissolution, without prior notice of default and without judicial intervention, without prejudice to the right of Recor Bedding to claim additional compensation.

21.2 If the agreement between Recor Bedding and the Customer is terminated, whether or not under application of the right of dissolution described in Article 21.1 of these General Terms and Conditions, the Customer loses the right to require Recor Bedding to comply with its obligations with regard to the terminated agreement. .

  1. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

22.1 Recor Bedding remains the exclusive holder of all intellectual property rights it holds on the products and / or services it supplies. The Customer guarantees Recor Bedding that the information provided by the Customer does not infringe the intellectual property rights of third parties.

22.2 The Customer is expressly forbidden to advertise or have advertised the products and / or services of Recor Bedding without the prior written consent of Recor Bedding.

22.3 All documents, information, models and / or designs of any nature that are provided to the Customer during the negotiations regarding and / or the execution of the agreement between Recor Bedding and the Customer, and / or which are mentioned in each any document issued by Recor Bedding, including the order confirmation and the delivery note issued by Recor Bedding, must be treated confidentially. The aforementioned documents must be returned at the first request of Recor Bedding.

22.4 These documents, information, models and designs remain the property of Recor Bedding and may not be communicated to third parties, nor copied, nor used (in) directly, in whole or in part, for purposes other than those for which they are intended, unless expressly and written permission from Recor Bedding.

22.5 The obligation of confidentiality continues to exist, even after the termination or the end of the agreement between Recor and the Customer, at least until the relevant documents, information, models and / or designs are known to the public without error on the part of the Customer.

  1. PERSONAL DATA AND IMAGE MATERIAL

23.1 The Customer gives Recor Bedding permission to include all personal data provided by the Customer in an automated data file. This data will be used with a view to conducting information or promotional campaigns in connection with the products and / or services offered by Recor Bedding. The Customer gives Recor Bedding permission to transfer this information to third parties.

23.2 The Customer can always request communication and correction of these data. If the Customer no longer wishes to receive commercial information from Recor Bedding, the Customer must inform Recor Bedding of this.

23.3 The Client gives Recor Bedding permission to use visual material of the products and / or services delivered to the Client for: (purely exemplary list) general information, publicity purposes, publication on the Recor Bedding website, publication in folder (s) ), etc.

23.4 The Customer guarantees Recor Bedding that any personal data provided by him of the end customer has been collected and processed with due observance of the applicable legislation regarding the protection of personal data and that the Customer has received express permission to process and use personal data from the person on whom these personal data relate.

23.5 In the context of the protection of personal data, Recor Bedding undertakes to take appropriate technical and organizational measures to the best of its ability, which are necessary for the protection of any personal data it processes against accidental or unauthorized destruction, accidental loss, as well as against the modification of, or access to, and against any other unauthorized processing of such personal data.

  1. DISPUTES

Recor Bedding and the Customer undertake to apply the CEPANI media regulations for all disputes arising from or relating to this or any other agreement between Recor Bedding and the Customer. The seat of the mediation is Hasselt and the language of the mediation is Dutch. If the mediation is unsuccessful, the dispute will be finally settled according to the CEPANI arbitration rules, by one arbitrator appointed in accordance with these rules. The seat of the arbitration is Hasselt and the language of the arbitration is Dutch

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