Terms and Conditions

Introduction

These General Terms and Conditions contain important information for you as a Customer. Please read them carefully. We also recommend that you save or print these Terms and Conditions so that you can refer back to them at a later date.

Article 1. Definitions

In these Terms and Conditions the following definitions apply:

• MPS: the private limited company MPS Textiles B.V., established in 2031 CV Haarlem at Jan Tademaweg 40 and registered with the Chamber of Commerce under number 34098484.
• Customer: the customer who, acting in the course of a profession or business, enters into an Agreement with MPS and/or has registered on the Website.
• Parties: MPS and the Customer jointly.
• Agreement: any arrangement or agreement between MPS and the Customer, of which these Terms and Conditions form an integral part.
• Product(s): all goods delivered by MPS to the Customer under the Agreement, such as duvets, pillows, mattress protectors and bedding.
• In writing: communication by letter or email.
• Website: the MPS website and all associated subdomains.
• Terms and Conditions: these general terms and conditions published on the Website and filed with the Chamber of Commerce under registration number 34098484.

Article 2. Applicability

These Terms and Conditions apply to and form part of every (legal) act relating to the preparation, formation or performance of the Agreement. They also apply to all subsequent Agreements between the Customer and MPS, if the Customer has accepted them in previous Agreements with MPS.

The applicability of any terms and conditions of the Customer is expressly excluded. If the Customer includes provisions or conditions in their order, confirmation or acceptance that deviate from or do not appear in these Terms and Conditions, these are only binding on MPS if and to the extent they have been expressly accepted by MPS in writing.

If, in addition to these Terms and Conditions, specific product or promotion terms also apply, those terms shall apply as well. If any provision of the Agreement or these Terms and Conditions proves to be void, this does not affect the validity of the entire Agreement or Terms and Conditions; the Parties will replace it with a new provision that reflects the original intent as closely as legally possible.

If MPS does not always require strict compliance with these Terms and Conditions, this does not mean that the provisions do not apply or that MPS forfeits the right to require strict compliance in other cases. All articles in Chapter I (General) also apply to Chapter II (Webshop).

Article 3. Changes to the Terms and Conditions

MPS reserves the right to amend or supplement these Terms and Conditions. Changes take effect 30 days after they are announced to the Customer, via the Website or by email. Non-substantive changes of minor importance can be implemented at any time without notification.

Article 4. Quotes

All quotes from MPS are non-binding and valid for 30 days unless stated otherwise on the quote. If the Customer accepts a quote, MPS may revoke it within 3 working days after receiving the acceptance. A quote lapses if the Products it relates to are no longer available in the meantime.

MPS cannot be held to quotes if the Customer can reasonably understand that the quote, or part of it, contains an obvious mistake or typing error. If a quote consists of a composite price, MPS is not obliged to perform part of the quote for a corresponding part of the stated price.

The content of all quote documents — such as images, descriptions or specifications — remains the property of MPS. The quote documents (regarding colour, properties and sizes for example) are as accurate as possible but are not binding.

Article 5. Formation and changes to the Agreement

The Agreement is concluded the moment the Customer agrees to the MPS quote in writing or verbally, or when MPS begins performing the Agreement without objection from the Customer.

The Customer may request MPS to amend the Agreement. MPS is entitled at all times to refuse a change request. If MPS agrees to a change request and the Agreement is wholly or partly cancelled as a result, MPS may charge the Customer 50% of the agreed fee for the cancelled Products. MPS also retains the right to charge the Customer for any damage suffered as a result of the cancellation.

If MPS agrees to a change request that adds to the Agreement, MPS will inform the Customer of the additional costs. The absence of a written instruction from the Customer regarding the addition does not affect the right of MPS to payment.

Article 6. Performance of the Agreement

If incorrect information has been provided by the Customer, MPS may only fulfil its obligation after receiving the correct information. MPS is entitled to engage third parties to perform its obligations under the Agreement, and will begin performance as soon as possible after the Agreement is concluded.

MPS is entitled to deliver an order containing multiple Products in parts and to invoice the delivered portions separately. Any delivery period agreed or stated is not a strict deadline; if a period is exceeded, the Customer must give MPS written notice of default with a reasonable period (at least 14 days) to still perform.

Delivery takes place by making the Products available at the MPS business premises in accordance with Incoterms 2020: Ex Works, unless agreed otherwise in writing. The Customer is obliged to take delivery of the Products when they are made available. If the Customer fails to do so, MPS is entitled to store the Products at the Customer's risk, with all related costs (such as transport and storage) borne by the Customer.

MPS is entitled to deliver a similar Product of comparable quality if the ordered Product is no longer available. The Customer may then dissolve the Agreement free of charge and return the Product free of charge.

Article 7. Prices and payment

All prices stated by MPS are exclusive of VAT and other government-imposed levies, unless stated otherwise. In the case of cross-border delivery, MPS will charge VAT and other levies in accordance with applicable (international) law. All prices are also exclusive of shipping costs and any other costs incurred in connection with the Agreement.

If, after the Agreement is concluded but before it is fully performed, wages and/or prices of raw materials or materials change, MPS is entitled to adjust the agreed rate accordingly. A payment term of 30 days from invoice date applies to each invoice.

If the Customer does not pay on time or in full, the Customer is in default by operation of law. The Customer must then pay statutory interest and statutory collection costs to MPS. All judicial and extrajudicial costs incurred by MPS in collecting amounts wrongfully left unpaid are also for the Customer's account.

MPS may apply payments first to costs, then to accrued interest and finally to the principal and current interest. MPS is entitled to suspend or stop delivery if the Customer fails to meet payment obligations. Objections to an invoice must be reported to MPS in writing within 7 days of the invoice date, in as much detail as possible. Objections do not suspend the payment obligation. After 7 days the invoice is deemed accepted.

Within the limits of the law, MPS may investigate whether the Customer can meet payment obligations and all facts and factors relevant to entering into the Agreement responsibly. If there are valid grounds not to enter into the Agreement, MPS may refuse an application with reasons, or attach special conditions (such as advance payment) to performance.

Article 8. Inspection and complaints

The Customer is obliged to inspect the delivered Products immediately after they have been made available, checking whether the quality and/or quantity of the delivered goods correspond to the Agreement and these Terms and Conditions.

Any complaints must be reported in writing to MPS within 7 days of discovery or of the moment the defect could have been discovered. Each complaint must contain as detailed a description of the defect as possible so that MPS can respond appropriately. The Customer must also enable MPS to investigate by returning the Product at the Customer's expense and risk.

Minor deviations in size and colour do not constitute a defective Product or a valid complaint. Deviations that reasonably have no or only a minor impact on the use value of a Product are always considered minor.

MPS will respond as soon as possible, and in any event within 2 months of receiving the complaint. If a substantive or final response is not yet possible within that time, MPS will acknowledge the complaint within 2 months and indicate when a substantive response can be expected. If a defect is reported later than stated above, MPS is not required to handle the complaint.

Timely submission of a complaint does not suspend the Customer's payment obligation; the Customer remains obliged to accept and pay for the remaining ordered Products. If MPS judges a Product defective and a complaint was timely filed, MPS will — at its choice — replace, repair or refund the defective Product. In the case of replacement, the Customer must return the replaced Products and transfer ownership to MPS, unless MPS indicates otherwise in writing. Any refund is capped at the amount paid by the Customer for the Product. If a complaint is judged unfounded, related costs (including investigation costs) are borne by the Customer.

Article 9. Retention of title

All delivered Products remain the property of MPS until all claims that MPS has on the Customer (including any related collection costs and interest) have been paid in full. Before such transfer of ownership, the Customer is not entitled to sell, deliver or otherwise dispose of the Products, nor pledge them or grant third parties any other rights in them.

The Customer must do everything that may reasonably be expected to safeguard MPS's property rights. MPS is entitled to repossess Products delivered under retention of title and still present at the Customer's premises if the Customer fails to pay invoices in full and on time, or is in or threatens to be in payment difficulties.

If third parties seize Products delivered under retention of title or seek to establish or exercise other rights in them, the Customer must inform MPS immediately. MPS is then entitled to take back the Products. The Customer shall always grant MPS free access to its Products for inspection and/or to exercise its rights.

Article 10. Suspension and termination

In addition to its statutory powers, MPS has the right to terminate the Agreement with immediate effect and/or suspend performance if any of the following occurs:

• the Customer fails to comply with the Agreement, in full or on time;
• after the Agreement is concluded, MPS becomes aware of information giving good grounds to fear that the Customer will not meet its obligations;
• a request for (provisional) suspension of payments has been filed for the Customer;
• a bankruptcy petition has been filed against the Customer;
• an attachment has been levied against the Customer;
• a resolution to dissolve and/or liquidate the Customer has been adopted;
• the Customer otherwise loses control of, or capacity to manage, its assets or parts thereof.

The Customer must inform MPS immediately if any of the above events occur. If MPS exercises its right to terminate or suspend, all resulting costs and damages are for the Customer's account, and all claims of MPS become immediately payable. The Customer waives all rights to wholly or partially dissolve the Agreement or to suspend payment obligations.

Article 11. Confidentiality

Parties will treat information provided to each other before, during or after performance as confidential where the information can reasonably be regarded as confidential or has been expressly designated as such. The Parties impose the same obligation on their employees and on third parties they engage.

The duty of confidentiality continues after termination of the Agreement for as long as the disclosing party can reasonably claim the confidential nature of the information. In the event of a breach by the Customer, an immediately payable penalty of €10,000 is forfeited, without prejudice to the right of MPS to claim further damages.

Article 12. Personal data

MPS processes the Customer's personal data in accordance with its privacy statement, available on our Privacy page.

Article 13. Force majeure

MPS is not obliged to fulfil any obligation to the Customer if prevented from doing so by force majeure. Force majeure includes — in addition to the meaning given in law and case law — all external causes, foreseen or unforeseen, beyond the control of MPS, that prevent it from performing, such as pandemics, epidemics, default by suppliers, government measures, threats to public health, public infrastructure failures, general transport problems, strikes, war, terrorist attacks, civil unrest or natural disasters.

For the duration of a force majeure event, MPS may suspend its obligations. If this period lasts longer than 2 months, Parties may dissolve the Agreement without any obligation to compensate the other. If MPS has already partially performed at the time force majeure occurs, or is able to perform partially, MPS may invoice the part performed or to be performed, and the Customer must pay that invoice.

Article 14. Liability

MPS is not liable for damage caused by force majeure (article 13), or for damage caused because MPS relied on incorrect and/or incomplete information provided by or on behalf of the Customer.

MPS is not liable for damage arising from: failure to follow the user instructions or other manuals of a Product; failure to follow MPS's instructions; using a Product for any purpose other than its intended use; careless use of a Product; wear and tear from normal use; improper maintenance; installation, processing or treatment of a Product; or repair or maintenance of a Product by anyone other than MPS.

Liability of MPS to the Customer for indirect damage — including, but not limited to, consequential loss, lost profits, missed savings, loss of data and damage from business interruption — is excluded. MPS can only be liable for direct damage caused by an attributable failure to perform an obligation under the Agreement. Direct damage means: reasonable costs to establish the cause and scope of the damage; reasonable costs incurred to make MPS's defective performance conform to the Agreement; and reasonable costs incurred to prevent or limit damage, provided the Customer can show those costs limited direct damage as defined here.

MPS is only liable for an attributable failure once the Customer has issued a written notice of default with a reasonable period (at least 14 days) to cure, and MPS still fails to perform after that period. The notice must describe the failure in as much detail as possible. A condition for any right to damages is that the Customer reports the damage to MPS in writing as soon as possible, and no later than within 30 days of the damage arising.

MPS's liability is at all times limited to the amount paid out under its liability insurance in the relevant case. If, for any reason, no payment is made under that insurance, all liability is limited to the amount (excluding VAT) invoiced for the Agreement, or for the part of the Agreement to which the liability relates. Any liability of MPS lapses 6 months after the Agreement ends, whether by delivery, termination or otherwise.

Article 15. Other provisions

If these Terms and Conditions are drawn up in another language, the Dutch version prevails in case of any ambiguity, omission or contradiction in/through translation. Dutch law applies to the Agreement, also where an obligation is performed wholly or partly abroad or the Customer is domiciled abroad.

In the event of a conflict between a provision of these Terms and Conditions and a provision of the Vienna Sales Convention (CISG), the provisions of these Terms and Conditions prevail. Unless mandatory law dictates otherwise, all disputes arising from the Agreement will be submitted to the competent Dutch court in the district where MPS is established. The language of court proceedings is Dutch.

Chapter II — Webshop

Article 16. Applicability

Chapter II (Webshop) applies in addition to Chapter I (General) when the Customer places an order via the Website. In the event of a conflict between Chapter II and Chapter I, the provisions of Chapter II prevail for purchases made via the Website.

Article 17. Registration

To make optimal use of the Website, the Customer can register via the registration form on the Website. During registration the Customer chooses a username and password. The Customer is responsible for choosing a sufficiently secure password and for keeping login credentials strictly confidential. MPS is not liable for misuse of login credentials and may always assume that the person logging in is the actual Customer. Everything that happens via the Customer's account is the Customer's responsibility and risk. If the Customer suspects misuse, they must change their password and/or notify MPS immediately so MPS can take appropriate action.

Article 18. Offer and formation of the Agreement

An offer on the Website lapses if the Product to which it relates is no longer available in the meantime. The Agreement is concluded when the Customer accepts the offer on the Website and meets the conditions set by MPS. If incorrect information is provided, MPS may only perform after receiving the correct information.

Article 19. Payment

The Customer must pay MPS using the payment methods indicated in the order process. MPS is free to choose which payment methods to offer, and these may change from time to time.

Article 20. Website

The content of the Website has been compiled with the utmost care. MPS cannot, however, guarantee that all information on the Website is always correct and complete; all prices and other information are subject to obvious programming and typing errors. MPS is not responsible for (colour) deviations resulting from screen quality. MPS makes every effort to keep the Website working and accessible, but cannot guarantee this. MPS asks for understanding during possible outages or maintenance. The Customer cannot hold MPS liable for damage resulting from the Website being inaccessible.

Contact

If you have questions, complaints or comments after reading these Terms and Conditions, please contact us in writing or by email.