In the current sales conditions the below terms will have the following meaning:
“Advertising material”: advertising and promotional material (to be) provided by INTRES XP to the Dealer, amongst which product images
“Dealer”: the Dealer appointed by INTRES XP, as described in detail in the Agreement
“Warranty”: the warranty as given to the Client by INTRES XP or the manufacturer.
“INTRES XP”: BVBA INTRES XP, with registered office in 9820 Merelbeke (BE), Nijverheidsweg 19, and with company number 0536.546.590
“Client”: a client (end consumer, being a natural person) of the Dealer
“Brands”: the brands as mentioned in Appendix 2 of the Agreement
“Agreement”: the non-selective distribution agreement between INTRES XP and a legal person approved to be a Dealer, with regard to the purchase and sale of Products
“Sales location”: one or more physical establishments of the Dealer as determined in (the appendixes of) the Agreement
“Products”: all products traded under the Brands that are offered for sale to the Dealer by INTRES XP, in order to be sold in the Sales Location and on the internet, including (not restrictive): mattresses, cushions and related products.
“Conditions”: the present general sales conditions
2.1 The current Conditions are applicable to the Agreement as well as to all quotations, offers and other agreement between INTRES XP and the DEALER, and to the execution of the Agreement or any other agreement. All other conditions are excluded (including any purchase condition of the Dealer). It is only allowed to deviate from these Conditions save explicit written consent of all parties.
2.2 Quotations and offers by INTRES XP are valid for 30 days, unless the related quotation specifies a different term.
2.3 INTRES XP is entitled to terminate negotiations about (a) non-concluded agreement(s) at any time without it being responsible for any compensation to the Dealer on this matter.
2.4 All quotations and offers by INTRES XP, as well as all prices, compensations and terms announced by INTRES XP are non-binding and can be modified unilaterally by INTRES XP, unless explicitly agreed differently in writing.
2.5 All drawings, models, images, technical descriptions, texts, illustrations, dimensions added to, shown or announced in the quotation or offer, catalogue or product information brochures, in Advertising material or other documents are as accurate as possible, yet non-binding. Typing errors, writing errors, other errors or omissions in sales documents, price lists, confirmations, invoices or any other document or information given by INTRES XP shall not be not binding.
2.6 All quotations and offers with regard to the Products drawn up or provided by INTRES XP shall only result in an agreement after the explicit written confirmation of the Dealer’s order by INTRES XP by a confirmation or, in case it should occur before that, upon the Products’ delivery to the Dealer by INTRES XP. Save proof of the contrary, the administrative details (including email and dealer platform) of INTRES XP are decisive for the Agreement’s content.
2.7 At all times INTRES XP is entitled to decline any application without statement of reasons; the applicant must be informed thereof as quickly as possible by INTRES XP.
3.1 INTRES XP retains the right to modify the Products, for instance in order to meet the legislation or regulation in force, or for technical reasons, also in case these modifications fundamentally do not adversely affect the Products’ quality or performances.
3.2 As opposed to the samples provided to the Dealer, the Products might differ in colour, finishing or texture.
3.3 INTRES XP is not obliged to continue the production and/or distribution of any Product, and maintains the right to add or withdraw Products.
3.4 The Dealer is obliged to timely provide INTRES XP with all data or information useful or required for a proper implementation of the Agreement, and to fully cooperate with INTRES XP.
3.5 The Dealer will explicitly inform INTRES XP in writing of all modifications in address and other (personal) data, at least fourteen (14) days before the regarding modification enters into force. All consequences resulting from the late notification of (address) modifications, shall fully be at the expense and risk of the Dealer.
3.6 In case the Dealer’s solvency is doubted, upon full assessment of INTRES XP, INTRES XP is entitled to demand certainty before INTRES XP proceeds or continues with the implementation of the Agreement.
4.1 The Product price is the price determined in the (updated) price lists of INTRES XP (the price list valid on the date of approval by the Dealer is attached to the Agreement) that is applicable on the date on which the Dealer placed the order.
4.2 INTRES XP is entitled to adapt its prices. INTRES XP will priorly inform the Dealer in writing about any modification in the price list.
4.3 All prices are expressed in euro and are excluding VAT or other duties or taxes imposed by public authorities, due to INTRES XP by the Dealer.
4.4 In case of a provable modification, after conclusion of the Agreement, of one or more cost-determining factors, such as purchase prices for Products or services by thirds, rates, wages, taxes, market changes, etc., INTRES XP is entitled to accordingly modify the agreed prices and to charge them to the Dealer; the changed price will be paid by the Dealer.
5.1 All due payments are done by the Dealer without any right of suspension, adjustment or discount being applied. All payments are in euro (€).
5.2 All payments must be done within a term of 30 days after invoice date, unless explicitly agreed upon differently. Payment is by transfer of the due amount to a bank account number to be provided by INTRES XP. Payment of the due amount to another than INTRES XP, or to a bank account not mentioned by INTRES XP, shall not count as an active payment.
5.3 If the Dealer does not, or not timely, pays the due amounts, or in case the Dealer loses free disposal of his/her assets or of part thereof, has applied for suspension of payment, has been declared bankrupt, or has decided to liquidate, (s)he shall be legally and without proof of default being required, in default, and all INTRES XP claims will be immediately collectable, and the Dealer shall be charged with interests from that moment or from the first day of expiry. The interest is the one as intended in the Belgian law on combating late payment upon trading transactions.
5.4 If any circumstance as intended in Article 5.3 should occur, the Dealer shall be legally and without any proof of default being due, charged with a fixed compensation due to INTRES XP, equal to 10% of the due amount, with a minimum of 250.00 euro.
5.5 If any circumstance as intended in Article 5.3 should occur, INTRES XP is entitled to postpone the (further) execution of its obligations without any notice of default being required, for a period of maximum one month, and to take back the matters it owns, or to annul the current Agreement or Agreements partially or fully, without prejudice to its other rights, amongst which the right of INTRES XP to get a compensation for any damage caused by the Dealer and such without INTRES XP being responsible to pay for any compensation.
5.6 INTREX XP must be duly informed in writing of any objection to the accuracy of an invoice within 7 days after invoice date, in the absence thereof the Dealer shall be esteemed to have accepted the full invoice.
5.7 If the Dealer disputes the accuracy of (part of) the invoice, (s)he shall be liable to pay for the undisputed part. The Dealer shall never be qualified to settle a possibly claimable obligation on his part with INTRES XP’s obligation against him.
5.8 Every payment made by the Dealer shall first be deducted from the due expenses and next from the due interest. Only after payment of these amounts, an payment by the Dealer shall be deducted from the unpaid claims in the main sum, whereby older claims have priority over later ones.
6.1 All delivery terms mentioned by INTRES XP are duly set based on the data known to INTRES XP at the moment of signing of the Agreement. These delivery terms are merely indicative. The sole exceeding of these terms shall not imply that INTRES XP is in default. Exceeding of the set delivery terms shall in no case result in any compensation right.
6.2 Save any other notification on the order form, all deliveries are Ex Works. In case of transport of the Products by INTRES XP, it is done up to the Sales Location (or another location to be identified by the Dealer) upon risk of INTRES XP. In that case, the risk is passed onto the Dealer at the moment of delivery.
6.3 All products are transported as freight by shipping companies by order of and for the account of INTRES XP. If the Dealer wishes to use any other shipment method, it shall be done to the account and at risk of the Dealer.
6.4 In case, for whatever reason, the Products cannot be received by the Dealer on the delivery date, due to an error made by the Dealer, the following will occur:
6.5 With the Dealer signing the delivery receipt, there is proof of the quantity of the shipped Products, unless the Dealer proves differently.
6.7 At the delivery address, the Dealer must provide sufficient and adequate equipment and workers to unload the Products, at his/her own expenses.
6.8 Immediately upon receipt by the Dealer, the Products must be checked to identify any damage. Damages must be reported within 24 hours after delivery to the shipper concerned and to INTRES XP, in the absence thereof the Dealer shall be considered as having accepted the Products free of damage.
7 Retention of title
7.1 For the products supplied to the Dealer in accordance with the stipulations of the Agreement, INTRES XP shall be the owner until:
without prejudice to the remaining rights of INTRES XP, in particular its right to get a compensation.
7.2 For full implementation as intended in Article 7.1 the Dealer is not qualified to sell or pawn the Products, nor to encumber them with rights of third parties. Nevertheless, the Dealer is authorised to sell the Products to Customers within the frame of his/her common management.
7.3 Until the property title of the Products has passed onto the Dealer, INTRES XP is entitled to take back all Products left unpaid. The Dealer irrevocably authorises INTRES XP to return all those Products for the account of the Dealer, and gives INTRES XP the permission to enter his/her Sales Location(s), premises, warehouses, production halls, showrooms, storage areas, etc. with that objective and to recollect them.
7.4 If third parties encumber products with rights, on which retention of title is applicable in accordance with this article, the Dealer shall be obliged to immediately inform INTRES XP in writing of these claims.
7.5 If on the premises of, or to the account of the Dealer, Products are seized and are thus by virtue of the above the property or could be the property of INTRES XP, the Dealer shall be obliged to immediately inform INTRES XP of the seizure, within 24 hours.
7.6 The Dealer is obliged to insure the products mentioned in these articles against fire, theft, storm and water damage. Compensations for damage and loss of the in this article intended products succeed the products concerned. The Dealer assigns herewith to INTRES XP all rights (s)he can possibly make enforceable against the insurance company. This cession is accepted by INTRES XP.
8.1 INTRES XP grants the Customer a warranty for all material and production errors the Products might have, caused with normal use.
8.2 The warranty is invalid when the related Products are damaged due to burn marks or other damages, modifications or grooves (possibly made with an object) with abnormal use, when the related Products are contaminated and unhygienic, when the Products have been modified or repaired without the consent of INTRES XP, when the instructions of INTRES XP (or the manufacturer) for cleaning, maintenance, storage and set-up of the Products have not been followed, when the Products are damaged in whatever way following poor maintenance, uncareful use or any other way, when the Products have commonly turned into firmness or features that do not affect the pressure-lowering features of the material, when the Products have not been used in accordance with the instructions, when the Products were not purchased from a Dealer of INTRES XP, or when it regards non-original INTREX XP Products.
8.3 The Warranty enters into force on the date of the invoicing by the Dealer to the Customer and applies to:
8.4 Mattresses for which a valid complaint has been entered by the Customer for the Warranty after the end of the fifth year from the mattress invoice date to the Customer, the liability of INTES XP is restricted to the granting of a replacing Product upon payment by the Customer of the applicable percentage of the price of the replacing mattress. The percentage is 10% in the sixth year after the date of delivery and shall be increased with 10% of the price for every additional year after the delivery date. For the above-mentioned pro rata warranty the price is set based on the price lists used at that moment.
8.5 If the damage or the defect should have been stated during or before the delivery to the Customer, INTRES XP shall not be held liable against the Dealer for the replacement or repair of whichever Product, unless the Dealer informs INTRES XP of the damage or default in writing within 2 days after delivery of the Product to the Customer.
8.6 INTRES XP is not liable against the Dealer for replacement or repair of whichever Product if the damage or default is due to the damage caused by the shipment by the Dealer or by a shipper on behalf of the Dealer.
8.7 In case a Customer files a complaint regarding a Product or invokes the Warranty, the Dealer should promptly and adequately resolve such complaint or claim. If necessary, the Dealer checks the Product at the premises of the Customer.
8.8 If the Dealer considers the complaint complies with the conditions of the Warranty, the Dealer must inform INTRES XP thereof in writing, in support of the complaint with digital pictures and:
8.9 If INTRES XP does not accept that the complaint falls under the conditions of the Warranty, INTRES XP retains the right to claim from the Dealer the price of the replacement part or Product, and all expenses and costs made by INTRES XP. INTRES XP has no obligation whatsoever to under whichever circumstances, refund the Dealer for the expenses and costs (s)he made.
8.10 All repaired or replaced parts or Products are covered by a guarantee in accordance with the conditions of the Warranty for the unexpired part of the related original warranty term.
8.11 The Dealer informs the Customer of the Warranty as described in this article before the Customer purchases the Product from the Dealer, by means of the provision of all related information provided by INTRES XP.
9.1 Slight, un evitable deviations and slight deviations in quality, dimensions or finishing, shall not be a valid reason to call for non-conformity.
9.2 A call on non-conformity regarding received matters must be reported by the Dealer to INTRES XP within 5 days after reception, in the absence thereof (s)he will be expected to have accepted the condition of the received products. After this term, no other complaints will be treated and the Dealer will have lost his related rights.
9.3 Return shipments are only allowed following a call on non-conformity that was accepted in writing by INTRES XP, provided it was preceded by a dated specification of the stated shortcomings that was not sent along with the shipment.
INTRES XP grants the Dealer the non-exclusive right to use the Brands, the Advertising material and the product pictures for the promotion, the advertising and the sale of the Products in accordance with the stipulations as entered in the Agreement.
11.1 INTRES XP is qualified to unilaterally modify the current Conditions. Modifications also apply to already concluded Agreements. Modifications are published by letter and/or by email, and enter into force two (2) months after publishing or on a later date mentioned in the notification. If the Dealer does not accept the modifications, the Dealer is entitled to annul the Agreement in writing from the date on which the modified conditions enter into force, this must be done before the time of validation of the modifications.
11.2 Should any stipulation of the current Conditions and/or Agreement appear to be null or otherwise invalid, it shall be automatically replaced with a stipulation that is valid and that approaches the content of the null or invalid stipulation as close as possible.
The privacy statement of INTRES XP is applicable to the processing of personal data ; the Dealer declares to be informed and to accept the application thereof. Upon the first request, you will receive a copy of the latest version of the privacy statement.
13.1 The current Conditions, the Agreement and all agreements resulting therefrom or related thereto, as well as all related commitments, are controlled by the Belgian law. The applicability of the Vienna Sales Convention is explicitly excluded.
13.2 The courts of the judicial district Eastern Flanders, Ghent division are exclusively and solely competent for the settlement of any dispute between the parties resulting from, or regarding the current Conditions, the Agreement and all agreements resulting therefrom or related thereto.