GENERAL TERMS AND CONDITIONS

For direct B2B platform orders from stock within the European Union

Version: June 2026
Chamber of Commerce: 55085695
VAT: NL851560027B01

Article 1 - Definitions

1.1 ComfortAce B.V.: the private limited liability company ComfortAce B.V., having its statutory seat in Rijsbergen, registered with the Dutch Chamber of Commerce under number 55085695 and with VAT identification number NL851560027B01.

1.2 Customer: any natural person or legal entity acting in the course of a trade, business or profession, established within the European Union, having a valid VAT number where applicable, and placing an order via the B2B platform of ComfortAce B.V.

1.3 Platform: the online B2B ordering platform, webshop, ordering system or similar digital system of ComfortAce B.V. through which Customers can order Products from stock.

1.4 Agreement: any agreement concluded when the Customer places an order through the Platform and ComfortAce B.V. confirms that order in writing or electronically.

1.5 Products: all bedding products and related textile products offered by ComfortAce B.V. via the Platform and available from stock.

1.6 In writing: written communication also includes communication by email, through the Platform or by another electronic means of communication, provided that the identity of the sender and the content of the communication are sufficiently established.

1.7 Terms and Conditions: these General Terms and Conditions of ComfortAce B.V.

Article 2 - Applicability and acceptance

2.1 These Terms and Conditions apply to all offers, orders, order confirmations, Agreements and deliveries by ComfortAce B.V. to Customers via the Platform.

2.2 These Terms and Conditions apply exclusively to business-to-business transactions. ComfortAce B.V. does not sell to consumers through the Platform. If a Customer nevertheless acts as a consumer, ComfortAce B.V. is entitled to refuse or cancel the order.

2.3 By placing an order through the Platform, ticking the acceptance box or accepting an order confirmation, the Customer declares that it:

a. acts in the course of a trade, business or profession;

b. is established within the European Union;

c. has been given the opportunity to review these Terms and Conditions before or at the time of concluding the Agreement;

d. has been able to download and save these Terms and Conditions; and

e. expressly accepts these Terms and Conditions.

2.4 The applicability of any purchasing terms or other general terms and conditions of the Customer is expressly rejected.

2.5 Deviations from these Terms and Conditions are valid only if expressly confirmed by ComfortAce B.V. in writing.

2.6 If one or more provisions of these Terms and Conditions are wholly or partially null and void or annulled, the remaining provisions will remain in full force. The parties will replace the invalid provision with a valid provision that approximates the purpose and scope of the original provision as closely as possible.

 

Article 3 - Platform offer, stock and conclusion of the Agreement

3.1 All Products on the Platform are offered subject to availability. Stock levels, delivery times, images, colours, specifications and prices are displayed as carefully as possible, but are not binding in the event of obvious errors, technical malfunctions or stock discrepancies.

3.2 An order placed by the Customer constitutes an offer to purchase. The Agreement is concluded only after ComfortAce B.V. has confirmed the order in writing or electronically, for example by email order confirmation or through the Platform.

3.3 ComfortAce B.V. is entitled to refuse or cancel an order in whole or in part if:

a. the Product is not available or not available in sufficient quantity;

b. there is an obvious pricing, stock or product error;

c. the Customer does not meet the B2B or EU requirements;

d. payment is not received or not received on time;

e. ComfortAce B.V. has reasonable doubts about the Customer's creditworthiness or identity.

3.4 If ComfortAce B.V. cancels an order in whole or in part after payment has been made, the relevant amount will be refunded, without ComfortAce B.V. being liable for any additional damages.

Article 4 - Prices, VAT and payment

4.1 All prices are stated in euros and exclusive of VAT, shipping costs, import duties, levies and other charges, unless expressly stated otherwise.

4.2 For Customers within the European Union, an intra-Community supply or VAT reverse charge may apply if the statutory requirements are met and a valid VAT number has been provided. The Customer is responsible for providing correct VAT and company details.

4.3 ComfortAce B.V. reserves the right to change prices on the Platform at any time. For orders already confirmed, the price stated in the order confirmation applies, unless there is an obvious error.

4.4 Payment must be made using the payment methods offered on the Platform, unless ComfortAce B.V. has expressly permitted payment on account in writing.

4.5 Payment on account is only possible if ComfortAce B.V. has expressly permitted this in writing in advance and the Customer has agreed to it. In that case, payment must be made within 14 days from the invoice date, unless otherwise agreed in writing.

4.6 In the event of late payment, the Customer is in default by operation of law and without notice of default being required. From the due date, the Customer owes statutory commercial interest on the outstanding amount.

4.7 In the event of late payment, the Customer also owes extrajudicial collection costs in accordance with the statutory rules, with a minimum of EUR 40, without prejudice to ComfortAce B.V.'s right to reimbursement of reasonable actual costs to the extent these are higher and legally permitted.

4.8 Objections to an invoice or delivery do not suspend the Customer's payment obligation.

4.9 ComfortAce B.V. is entitled to suspend further deliveries as long as the Customer has not fully paid outstanding amounts.

Article 5 - Delivery, shipment and risk

5.1 Delivery takes place from the stock location of ComfortAce B.V. or from a warehouse designated by ComfortAce B.V.

5.2 The delivery method, shipping costs and any delivery term are stated on the Platform or in the order confirmation.

5.3 Stated delivery times are indicative and do not constitute strict deadlines. Exceeding a delivery time does not entitle the Customer to damages, cancellation or termination, unless otherwise agreed in writing.

5.4 Unless otherwise agreed in writing, shipment takes place for the account and risk of the Customer from the moment the Products are handed over to the carrier.

5.5 If an Incoterm® is stated in the order confirmation, the relevant Incoterm® 2020 applies. In the event of a conflict between these Terms and Conditions and the agreed Incoterm®, the agreed Incoterm® prevails with respect to costs, risk and delivery obligations.

5.6 The Customer must ensure that the delivery address is correct, accessible and suitable for receipt of the Products. Additional costs resulting from incorrect details, refusal of receipt or inaccessibility are borne by the Customer.

5.7 ComfortAce B.V. is entitled to make partial deliveries. Each partial delivery may be invoiced separately.

Article 6 - Retention of title

6.1 Ownership of the delivered Products transfers to the Customer only after the Customer has paid all amounts owed to ComfortAce B.V. under the relevant Agreement, including interest and costs.

6.2 As long as the retention of title applies, the Customer may not pledge, encumber or otherwise transfer the Products as security to third parties.

6.3 The Customer may resell Products subject to retention of title only in the ordinary course of its  business.

6.4 The Customer must store Products delivered under retention of title carefully and recognisably and  return them to ComfortAce B.V. upon first request if the Customer fails to meet its payment obligations.

6.5 The Customer grants ComfortAce B.V. or third parties designated by ComfortAce B.V. permission to  enter locations where the Products are located, to the extent necessary to exercise the retention of title  and legally permitted.

Article 7 - Inspection, complaints and returns

7.1 The Customer must inspect the Products immediately upon receipt for quantities, visible damage,  visible defects and discrepancies.

7.2 Visible damage, visible defects, incorrect deliveries or quantity discrepancies must be reported to  ComfortAce B.V. in writing within 48 hours after receipt, stating the order number and providing clear  photos or other evidence.

7.3 Non-visible defects must be reported to ComfortAce B.V. in writing within 10 days after discovery,  but no later than 3 months after delivery.

7.4 If notification is not made on time, the Customer is deemed to have accepted the Products and any  right to complain, repair, replacement, credit or damages lapses.

7.5 Use, washing, processing, alteration, damaging, labelling, packaging or resale of the Products  constitutes acceptance of the Products, unless the Customer proves that the defect could not  reasonably have been discovered earlier.

7.6 Returns are accepted only with the prior written approval of ComfortAce B.V. Returns without prior  approval may be refused.

7.7 Products must be returned unused, undamaged, complete and in their original packaging, unless  ComfortAce B.V. has confirmed otherwise in writing.

7.8 The costs and risk of return shipment are borne by the Customer, unless ComfortAce B.V.  acknowledges in writing that there is an error by ComfortAce B.V. or a justified defect.

7.9 No statutory consumer right of withdrawal applies to B2B orders.  

Article 8 - Product characteristics, tolerances and warranty

8.1 ComfortAce B.V. warrants that the Products substantially comply with the specifications stated on  the Platform or in the order confirmation at the time of delivery.

8.2 Images, colours, dimensions, weights, filling weights, designs and packaging on the Platform are  indicative. Minor deviations that are customary in the textile industry do not constitute a defect.

8.3 For textile products, minor differences in colour, size, weight, shrinkage, filling distribution or  finishing may occur. Such deviations do not constitute non-conformity if they fall within normal  commercial tolerances.

8.4 Warranty applies only to demonstrable manufacturing defects that already existed at the time of  delivery and were reported in time in accordance with Article 7.

8.5 Warranty lapses if the defect was caused by:

a. incorrect or improper use;

b. improper storage;

c. incorrect washing, cleaning or drying;

d. normal wear and tear;

e. modification, processing or alteration of the Products by the Customer or third parties;

f. use contrary to instructions, labels or product specifications.

8.6 If a complaint is justified, ComfortAce B.V. has the right, at its own discretion, to:

a. repair the Product;

b. replace the Product;

c. deliver a replacement Product;

d. fully or partially credit the invoice amount.

8.7 The remedies listed in Article 8.6 are the only remedies available to the Customer, except to the extent mandatory law provides otherwise.

Article 9 - Liability

9.1 Except in the case of intent or deliberate recklessness by ComfortAce B.V. or its managing officers,  the liability of ComfortAce B.V. is limited to the invoice amount of the relevant delivery, excluding VAT.

9.2 ComfortAce B.V. is not liable for indirect damage, consequential damage, loss of profit, loss of  turnover, reputational damage, business interruption, missed savings, loss of customers or damage  resulting from third-party claims.

9.3 ComfortAce B.V. is not liable for damage caused by the Customer providing incorrect or incomplete  information, incorrectly storing, processing, using or reselling the Products, or failing to follow  instructions from ComfortAce B.V.

9.4 Any claim for damages against ComfortAce B.V. lapses 12 months after delivery of the relevant Products, unless mandatory law provides otherwise.

9.5 The limitations of liability in these Terms and Conditions also apply for the benefit of directors, employees, auxiliary persons, suppliers and third parties engaged by ComfortAce B.V.

Article 10 - Intellectual property and use of materials

10.1 All intellectual property rights relating to Products, designs, images, texts, logos, trademarks, packaging, samples, catalogues, product information and other materials remain the property of ComfortAce B.V. or its licensors.

10.2 The Customer may use product information, images, trademarks and materials provided by ComfortAce B.V. solely for the sale and promotion of Products delivered by ComfortAce B.V. and only in a manner that does not harm the reputation of ComfortAce B.V.

10.3 The Customer may not copy, reproduce, have reproduced or use Products, designs, packaging, images or other materials of ComfortAce B.V. for other purposes without the prior written consent of ComfortAce B.V.

10.4 If the Customer provides its own trademarks, images, product information or other materials to ComfortAce B.V., the Customer warrants that their use does not infringe any third-party rights. The Customer indemnifies ComfortAce B.V. against third-party claims in this respect.

Article 11 - Force majeure

11.1 ComfortAce B.V. is not obliged to perform any obligation if it is prevented from doing so by force majeure.

11.2 Force majeure includes, but is not limited to: war, terrorism, strikes, fire, flooding, pandemics, epidemics, government measures, transport problems, carrier disruptions, customs problems, cyberattacks, IT system failures, energy failures, shortages of raw materials, production problems, supplier problems, stock discrepancies and other circumstances beyond the reasonable control of ComfortAce B.V.

11.3 During force majeure, the obligations of ComfortAce B.V. are suspended.

11.4 If the force majeure situation lasts longer than three months, ComfortAce B.V. is entitled to terminate the Agreement in whole or in part without being liable for damages.

Article 12 - Suspension and termination

12.1 ComfortAce B.V. is entitled to suspend performance of the Agreement or terminate the Agreement in whole or in part if:

a. the Customer fails to perform any obligation under the Agreement or these Terms and Conditions;

b. the Customer does not pay on time;

c. the Customer applies for or is granted suspension of payment;

d. the Customer is declared bankrupt;

e. the Customer's business is discontinued or liquidated;

f. attachment is levied on the Customer's goods or claims;

g. ComfortAce B.V. has reasonable doubts about the Customer's creditworthiness.

12.2 ComfortAce B.V. is entitled to require advance payment, partial advance payment or sufficient security before proceeding with delivery.

12.3 Termination or suspension does not affect ComfortAce B.V.'s right to payment, interest, costs and damages.

Article 13 - Confidentiality

13.1 The Customer must keep confidential all confidential information received from ComfortAce B.V.

13.2 Confidential information includes prices, margins, product details, customer data, technical information, commercial information, samples, designs, strategies and other information which the Customer should reasonably understand to be confidential.

13.3 The confidentiality obligation remains in force after termination of the Agreement.

Article 14 - Privacy and data

14.1 ComfortAce B.V. processes personal data in accordance with its privacy statement and applicable privacy legislation.

14.2 The Customer warrants that the information provided by it is correct and up to date.

14.3 The Customer is responsible for the use of login details for the Platform. Orders placed through the Customer's account are deemed to have been placed by or on behalf of the Customer, unless the Customer proves that there has been misuse that cannot be attributed to the Customer.

Article 15 - Applicable law and disputes

15.1 All legal relationships between ComfortAce B.V. and the Customer are governed exclusively by Dutch law.

15.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

15.3 All disputes arising from or related to the Agreement, these Terms and Conditions or deliveries by ComfortAce B.V. are submitted exclusively to the competent court in the district where ComfortAce B.V. has its statutory seat, unless mandatory law provides otherwise.

Article 16 - Amendments to these Terms and Conditions

16.1 ComfortAce B.V. is entitled to amend these Terms and Conditions.

16.2 Amended Terms and Conditions apply to new orders and Agreements from the moment they are published on the Platform or communicated to the Customer.

16.3 Agreements already concluded remain subject to the version that applied at the time the relevant Agreement was concluded, unless the parties agree otherwise in writing.

16.4 If different language versions of these Terms and Conditions exist, the Dutch version is leading, unless otherwise agreed in writing.