Clear agreements, in black and white

HMG: H.M.G. Bedtextiel B.V., with its offices at Park Forum 1207, 5657 HK Eindhoven, Netherlands.

Buyer: any natural or legal person acting in the course of a trade, business or profession to whom HMG makes an offer, with whom HMG negotiates or with whom HMG enters into an agreement.

Agreement: any agreement between HMG and the buyer for the supply of products, including programme, framework and call-off agreements, and any amendment of or addition to it.

Products: the goods HMG supplies or is to supply — such as pillows, duvets, mattress toppers, mattress protectors and pillow protectors — with their packaging, and the services HMG performs in connection with them, such as product development.

Private label: products HMG manufactures under the buyer’s brand, name or packaging, or to the buyer’s design or specification.

Customer materials: all designs, artwork, logos, trade marks, texts, labels, packaging designs, specifications and other materials supplied or prescribed by or on behalf of the buyer.

Order confirmation: HMG’s written confirmation of an order or of an agreement.

In writing: by letter, by email or through another electronic channel agreed between the parties, such as EDI.

These terms apply to all offers, quotations, order confirmations and agreements of HMG and to all deliveries and work performed by HMG.

HMG sells to business customers only. These terms are not intended for consumers; HMG does not enter into agreements with natural persons who are not acting in the course of a trade, business or profession.

The applicability of the buyer’s purchasing or other terms and conditions is expressly rejected. Such terms bind HMG only if HMG has accepted them expressly and in writing; even then, these terms prevail in the event of conflict, unless otherwise agreed in writing.

Deviations from these terms apply only if agreed in writing, and only to the agreement for which they were made. Deviating provisions in the order confirmation or in a written programme or framework agreement take precedence over these terms.

Once these terms apply to an agreement with the buyer, they also apply to subsequent agreements between the parties, even if they have not again been expressly declared applicable.

These terms can be viewed, printed and saved on HMG’s website. HMG will send them free of charge on request.

All offers and quotations of HMG are without obligation, unless they expressly state a period for acceptance. HMG may revoke an offer made without obligation without delay even after it has been accepted.

Unless the quotation states otherwise, a quotation is valid for 30 days from its date.

A quotation is based on the information, specifications, quantities and schedule provided by the buyer. If these prove incorrect or incomplete, or if they change, HMG may adjust its prices and lead times.

A composite quotation does not oblige HMG to supply part of it for a corresponding part of the price. A quotation does not automatically apply to repeat orders.

Obvious mistakes or errors in quotations, price lists, catalogues or on the website do not bind HMG.

An agreement is concluded by HMG’s written order confirmation, or when HMG begins performance, for instance by making a delivery.

The order confirmation is deemed to reflect the agreement correctly and completely. The buyer must notify any objection to its content in writing within 3 working days of receipt; otherwise the order confirmation is deemed accepted.

Verbal undertakings, additional arrangements and changes bind HMG only once HMG has confirmed them in writing.

Before and after the agreement is concluded, HMG may make enquiries into the buyer’s creditworthiness and, depending on the outcome, decline an order or make its performance conditional on payment in advance or security (article 13.3).

Prices are in euros and exclusive of VAT and other government levies. Unless the order confirmation states otherwise, they apply Ex Works (EXW) from HMG’s premises in Eindhoven, including standard packaging and excluding the costs of transport, insurance, export and import clearance and import duties.

Non-standard or additional packaging, labels, swing tags, inserts and printed matter, and any samples, inspections and tests the buyer requires, are charged separately unless otherwise agreed.

If, after the agreement is concluded, one or more cost factors increase — such as raw materials (fibres, fabrics and fillings), energy, wages, transport, insurance, exchange rates, import duties or other levies — HMG may increase the price of products not yet delivered accordingly. HMG will notify the buyer in writing, stating its reasons.

If an increase as referred to in article 5.3 exceeds 10% of the agreed price, the buyer may terminate the agreement in writing for the part not yet delivered within 14 days of the notification. This right does not exist if the increase results from legislation, regulations or another government measure. Article 9.6 continues to apply.

Price agreements for a programme or a period apply only to the products, quantities and term stated in them.

Samples, models, colour swatches, images and stated dimensions and weights in brochures, quotations or on the website give an impression of the products. They do not bind HMG, unless it has been agreed in writing that they serve as a reference.

The products are determined by the specifications in the order confirmation or in a specification approved by both parties, or by the pre-production sample approved in writing by the buyer.

The buyer accepts the tolerances customary in the trade. Unless otherwise agreed in writing, the following are in any event permitted: deviations in dimensions of up to 3%, deviations in filling weight of up to 5%, and minor differences in colour, pattern, texture and handle, including between production batches.

Natural materials such as wool and bamboo naturally vary in colour, texture and loft. Such variations are not a defect.

For made-to-order production, such as private label, HMG may deliver up to 5% more or less than the quantity ordered. The quantity actually delivered is invoiced.

HMG may replace materials, raw materials and suppliers with equivalent ones, provided the agreed specifications are met. For products with an agreed certification or claim, HMG uses only materials with the same certification. HMG may always make changes required to comply with laws and regulations, and will inform the buyer of them.

HMG may charge for samples, trial runs and other development work, unless otherwise agreed.

For private label, the buyer supplies the customer materials in good time and in the form HMG specifies. On that basis HMG prepares proofs, such as print proofs, label and packaging designs or a pre-production sample.

The buyer checks every proof carefully — including texts, dimensions, colours, trade marks, barcodes (EAN), care instructions, composition labels and mandatory statements — and approves or rejects it in writing. HMG starts production only after written approval. Once a proof is approved, HMG is not liable for errors or imperfections in it.

The buyer is responsible for the accuracy and lawfulness of the customer materials and of all claims, texts and statements it prescribes, and for compliance with the rules that apply in its sales markets to its brand, packaging and marketing. The buyer notifies HMG in writing of any particular statutory requirements of a sales market before the order confirmation.

The buyer warrants that the customer materials and their use by HMG do not infringe any third-party rights — such as copyright, trade mark, design and patent rights — and are not unlawful. The buyer indemnifies HMG against all third-party claims in this respect and compensates all loss and costs HMG incurs as a result, including reasonable legal costs.

If a claim is made against HMG for an alleged infringement, or if HMG has reasonable grounds to suspect an infringement, HMG may suspend production and delivery without being liable for damages. The costs of work already performed and of materials already purchased remain payable.

The customer materials remain the buyer’s property. HMG uses them only to perform the agreement and does not supply products bearing the buyer’s brand or designs to third parties without the buyer’s written consent.

All intellectual property rights in the products, constructions, designs, filling compositions, specifications, production methods, drawings, samples, quotations and other documents developed by HMG are vested in HMG or its licensors, even where the development was carried out on the buyer’s instructions or at its request, unless otherwise agreed in writing.

The buyer may not copy, make available to third parties or have reproduced anything referred to in article 8.1 without HMG’s written consent.

The Mont Blanc brand and HMG’s other trade marks, names and logos are the property of HMG. The buyer may use them only to resell and promote the products supplied under them in their original condition and packaging, in accordance with HMG’s guidelines. Any other use requires HMG’s written consent.

The buyer will not register or use any trade marks, trade names, domain names or account names that are identical or similar to HMG’s trade marks or names, and will not alter or repackage HMG’s products in a way that harms HMG’s brand or reputation.

The buyer’s trade marks, designs and other customer materials remain the buyer’s (article 7.6).

Minimum quantities per product, colour, size or delivery are agreed per programme and recorded in the order confirmation or the programme agreement.

Under a call-off order or framework agreement, the buyer calls off the quantity ordered in the agreed partial quantities, observing the agreed lead time. If no call-off period has been agreed, the buyer calls off the full quantity within 12 months of the order confirmation.

If not everything has been called off when the call-off period ends, HMG may deliver and invoice the remaining quantity, or store it at the buyer’s expense and risk and invoice it, without prejudice to its other rights.

The buyer’s forecasts are not binding unless otherwise agreed. If HMG, with the buyer’s consent, purchases or produces materials or products on the basis of a forecast, the buyer takes them, even if the forecast is not realised.

An order may be cancelled or changed only with HMG’s written consent. The buyer then compensates all costs HMG has already incurred, the materials, semi-finished goods and products intended for the buyer, and the loss of profit.

Labels, packaging, printed matter and other materials HMG purchases or has made specifically for the buyer are ordered in appropriate quantities in consultation with the buyer. When a programme ends, or if the buyer fails to take delivery within the agreed period, the buyer takes the remaining customer-specific materials at cost price and the remaining finished products at the agreed price.

Lead times given are indicative and never strict deadlines. HMG does what can reasonably be expected to meet them.

The lead time begins once the agreement has been concluded and HMG has received all necessary information, the customer materials, the approval of proofs and samples and any agreed payment in advance or security.

If a lead time is likely to be exceeded, HMG will notify the buyer as soon as possible and the parties will consult on a solution. Exceeding a lead time does not entitle the buyer to damages, to refuse the products or to terminate the agreement, unless the buyer has given HMG written notice of default allowing a reasonable period of at least 14 days and HMG fails to deliver within that period as well. The buyer may then terminate the agreement for the part not yet delivered.

HMG may deliver in instalments and invoice each partial delivery separately.

Delivery takes place in accordance with the Incoterm® stated in the order confirmation, in the version of the International Chamber of Commerce (ICC) in force on the date of the order confirmation. If no Incoterm is stated, delivery is Ex Works (EXW) from HMG’s premises in Eindhoven.

The risk of loss of or damage to the products passes to the buyer at the moment determined by the agreed Incoterm, even if ownership has not yet passed at that time.

If the buyer fails to take delivery of the products, or fails to do so on time, it is in default without notice of default being required. HMG may then store the products at the buyer’s expense and risk and invoice them. If the buyer still fails to take delivery after a written reminder allowing 14 days, HMG may sell the products to third parties; the buyer compensates any shortfall in proceeds and the costs.

Exchangeable load carriers, such as Euro pallets, are charged unless they are exchanged in equal condition on delivery or otherwise agreed.

Where the products are delivered by carrier, the buyer checks the consignment on arrival and records any visible damage and shortfalls on the consignment note (CMR) or delivery note (article 15.2).

All products delivered remain HMG’s property until the buyer has paid in full: for the products delivered or to be delivered and the work performed or to be performed under the agreement, and for claims arising from a failure to perform the agreement, including interest and costs (article 3:92 of the Dutch Civil Code).

Until ownership has passed, the buyer may resell the products only in the ordinary course of its business. It may not pledge them, transfer ownership of them by way of security or encumber them in any other way. It stores them with due care and identifiable as HMG’s property, and insures them against risks including fire, theft and water damage; on HMG’s first request it pledges its claims against the insurer to HMG.

On HMG’s first request, the buyer pledges to HMG the claims it acquires from reselling the products delivered under retention of title (article 3:239 of the Dutch Civil Code).

If the buyer fails to meet its payment obligations, or if HMG has good reason to fear that it will fail to do so, HMG may take back the products delivered under retention of title. The buyer hereby irrevocably grants HMG access to the places where the products are located for this purpose. The costs of repossession are for the buyer’s account.

For products intended for export, the parties agree that the proprietary effects of the retention of title are governed by the law of the country of destination, to the extent that this law gives HMG more extensive security — such as an extended retention of title covering the claims from resale or goods manufactured from the products (article 10:128 of the Dutch Civil Code). The buyer provides all cooperation required for this.

Unless otherwise agreed, the buyer pays within 30 days of the invoice date, in euros, by bank transfer to the account stated on the invoice.

The buyer pays without discount, deduction, suspension or set-off, unless otherwise agreed in writing. A complaint does not suspend the obligation to pay.

HMG may at any time — including after the agreement has been concluded, for instance if its credit insurer reduces or withdraws the limit for the buyer — require payment in advance or adequate security, such as a bank guarantee. Until this has been provided, HMG may suspend performance of the agreement.

Payments are applied first to costs, then to interest accrued and then to the oldest outstanding invoices, even if the buyer states otherwise when paying (article 6:44 of the Dutch Civil Code).

The buyer notifies any objection to an invoice in writing within 14 days of the invoice date; after that, the invoice is deemed accepted.

HMG may invoice electronically.

If the buyer does not pay within the payment term, it is in default by operation of law, without notice of default being required.

From the due date, the buyer owes the statutory commercial interest on the amount outstanding (article 6:119a of the Dutch Civil Code).

In addition, the buyer compensates the extrajudicial collection costs, with due regard to article 6:96 of the Dutch Civil Code. These amount to 15% of the amount outstanding, with a minimum of €250.

If HMG is found to be wholly or largely in the right in legal proceedings, all costs it has reasonably incurred in connection with those proceedings are for the buyer’s account.

If the buyer is in default, all its obligations towards HMG become immediately due and payable and HMG may suspend further deliveries (article 19).

The buyer inspects the products immediately on receipt, or as soon as possible thereafter, for quantities, visible damage and conformity with the order confirmation.

The buyer records visible damage to products or packaging and any shortfalls on the consignment note (CMR) or delivery note on delivery. In addition, it notifies visible defects and shortfalls in writing within 8 days of delivery.

The buyer notifies hidden defects in writing within 8 days of discovering them or of the time it could reasonably have discovered them, and in any event within 12 months of delivery.

A complaint contains a clear description of the defect, the order and article number and the lot or batch number, with photographs. The buyer gives HMG the opportunity to investigate the defect, or have it investigated, and keeps the products concerned in the condition in which they were delivered.

Products that the buyer processes, works on, resells or puts into use after discovering a defect are deemed accepted.

Products may be returned only with HMG’s prior written consent and in the manner HMG specifies. A return without consent is at the buyer’s expense and risk; HMG may refuse it.

A justified complaint about part of a delivery does not entitle the buyer to reject the entire delivery. If the buyer fails to complain within the periods in this article, all its rights in this respect lapse.

Any legal claim relating to a defect becomes time-barred 12 months after the timely complaint.

HMG warrants that the products comply with the agreed specifications on delivery, within the tolerances of article 6, and remain free from defects in materials and workmanship for 12 months after delivery, under normal use and proper storage.

If a timely complaint is justified, HMG will, at its option, replace the defective products, make up the shortfall or credit the invoice value of the products concerned. HMG has thereby fully discharged its obligations; any further liability is governed by article 17.

The warranty does not cover defects resulting from:

1. a.normal wear and tear;
2. b.improper use, or cleaning or washing contrary to the care instructions;
3. c.improper storage or handling, such as storage in a damp or insufficiently ventilated space;
4. d.alterations or processing by the buyer or third parties;
5. e.materials, designs or suppliers prescribed or supplied by the buyer.

Deviations within the tolerances of article 6 are not a defect. The buyer gives its own customers no further-reaching warranties on HMG’s behalf.

HMG is liable only for direct loss that is the immediate result of a failure in performance attributable to HMG.

HMG is not liable for indirect or consequential loss, including in any event loss of profit or revenue, lost savings, loss due to business interruption, the costs of product recalls, penalties, deductions and claims of the buyer’s customers, and loss of reputation.

HMG’s total liability is limited to the amount paid out under its liability insurance in the case concerned. If the insurance does not pay out, or the loss falls outside the cover, liability is limited to the invoice value (excluding VAT) of the delivery to which the loss relates.

The limitations in this article do not apply if the loss results from intent or wilful recklessness (gross negligence) on the part of HMG or its executive staff, nor to the extent that mandatory law, such as the product liability rules (article 6:185 et seq. of the Dutch Civil Code), provides otherwise.

A right to compensation exists only if the buyer notifies HMG of the loss in writing as soon as possible after it has arisen.

The buyer indemnifies HMG against third-party claims, including claims of its own customers, to the extent that they exceed HMG’s liability towards the buyer under these terms.

HMG’s employees and the third parties HMG engages in performing the agreement may rely on this article as if they were themselves party to the agreement.

HMG is not obliged to perform an obligation if it is prevented from doing so by a circumstance that cannot be attributed to it, because it is not due to its fault and is not for its account under the law, a juristic act or generally accepted views (article 6:75 of the Dutch Civil Code).

Force majeure includes in any event: non-delivery, late delivery or defective delivery by HMG’s suppliers; shortages of raw materials, materials or energy; breakdowns of machinery, production, IT systems or energy supply; fire, flooding and extreme weather; staff illness and strikes; transport and logistics disruption; epidemics and pandemics; war, terrorism and cyber attacks; sanctions, import and export restrictions and other government measures.

HMG’s obligations are suspended for the duration of the force majeure. If the force majeure lasts longer than 3 months, either party may terminate the agreement in writing for the part not yet performed, without either party owing the other compensation.

If HMG has already delivered in part when the force majeure begins, it may invoice what has been delivered separately; the buyer pays that invoice as if it concerned a separate agreement.

HMG may suspend performance of the agreement, or terminate the agreement in whole or in part without judicial intervention and without being liable for damages, if:

1. a.the buyer fails to perform its obligations, or fails to do so on time or in full;
2. b.after the agreement is concluded, HMG learns of circumstances giving it good reason to fear that the buyer will not perform its obligations;
3. c.the buyer is declared bankrupt, applies for or is granted a suspension of payments, or discontinues or liquidates its business;
4. d.an attachment is levied on a substantial part of the buyer’s assets or on the products delivered.

In those cases all HMG’s claims against the buyer become immediately due and payable. The buyer compensates the loss HMG suffers, including the costs of work already performed and materials purchased and the loss of profit.

If the agreement is terminated, performance already rendered by HMG and the related payment obligations of the buyer are not undone, unless HMG is in default with regard to that performance.

Suspension or termination is without prejudice to HMG’s other rights, including the right to performance and to damages.

The parties keep confidential all confidential information they receive from each other and use it solely to perform the agreement. Confidential information includes in any event prices and terms, specifications, designs, customer materials, product developments, production methods, volumes and schedules.

This obligation does not apply to information that is public without the receiving party having breached its duty of confidentiality, that the receiving party already lawfully held, or that it must disclose by law or by court order; in the latter case it consults the other party beforehand where possible.

The parties also impose this obligation on their employees and on the third parties they engage. The duty of confidentiality continues after the agreement ends.

Neither party names the other as a customer or supplier in publicity or references without the other’s prior written consent.

The parties process the personal data of each other’s contact persons, such as names, job titles and contact details, each as an independent controller and in accordance with the General Data Protection Regulation (GDPR).

How HMG handles personal data is set out in its privacy policy.

If HMG processes personal data on the buyer’s behalf in performing the agreement — for instance if HMG ships products directly to the buyer’s customers — the parties will first conclude a data processing agreement as referred to in article 28 GDPR.

All offers and agreements of HMG and all obligations arising from them, including non-contractual obligations, are governed exclusively by Dutch law.

The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) is excluded.

The parties will first endeavour to resolve any dispute through mutual consultation.

Disputes are settled at first instance exclusively by the competent court in the district where HMG is established: the Rechtbank Oost-Brabant (the Netherlands). HMG may also submit a dispute to the court that has jurisdiction where the buyer is established.

These terms have been drawn up in Dutch and translated into English, German and French. In the event of any difference in content or meaning between the Dutch text and a translation, the Dutch text prevails.

If any provision of these terms is void or is annulled, the remaining provisions remain in full force. The parties will then replace the provision with a valid provision that comes as close as possible to the intent of the original.

HMG may amend these terms. The amended terms apply to agreements concluded after HMG has sent them to the buyer or made them known; the previous version continues to apply to existing agreements, unless the parties agree otherwise.

This version of the terms is dated 22 October 2026 and replaces all previous versions.