PART A — GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale (the “Terms”) apply to all offers, quotations, orders, agreements and deliveries made by Neonest BV, having its registered office at Noordlaan 2, Kuurne, Belgium, with VAT number 0417.941.227 (the “Seller” or “Neonest”), for the supply of bed-base components, subcomponents and accessories. The Terms form an integral part of every agreement between Neonest and the Customer. By placing an Order, the Customer confirms that it has read, understood and accepted the Terms. The business is exclusively B2B and the Terms do not apply to consumers.
“Agreement” means the sale and purchase agreement entered into between Neonest and the Customer when the conditions set out in Article 3 have been fulfilled.
“Business days” means all days excluding Saturday and Sunday.
“Calendar Days” means all days of the week, including Saturday and Sunday.
“Confirmation” means Neonest’s written order confirmation, which alone constitutes acceptance of an Order.
“Customer” means any professional B2B buyer, including bedding manufacturers, distributors, agents acting on behalf of a principal and retailers, that places an Order with Neonest. These Terms do not apply to consumers.
“Delivery” means the moment the Products are placed at the Customer’s disposal at Neonest’s premises in Kuurne, Belgium, ready for collection and not loaded onto any collecting vehicle. Delivery takes place Ex Works Kuurne, Belgium, in accordance with Article 7.
“Normal Use” has the meaning set out in Part B (Warranty), Article W.3.4.
“Offer” means a formal, non-binding offer formulated by Neonest to conclude an Agreement, with a limited period of validity and limited to the Products and services included in it.
“Order” means a purchase order placed by the Customer and accepted by Neonest in a written Confirmation.
“Products” means all bed-base components, subcomponents and accessories, including but not limited to Neocord, Neoconnect and Neohold, supplied by Neonest under the Terms.
2.1
These Terms govern the relationship between Neonest and the Customer.
When the Customer approves an Offer or places an Order, it accepts these Terms, unless it has expressly objected to them in writing within two Calendar Days after receipt of the Confirmation. Any objection is effective only if accepted by Neonest in writing.
By accepting these Terms, the Customer expressly waives any other terms and conditions, including its own general and specific terms and conditions, even if these stipulate that they shall apply exclusively.
A deviation from these Terms is possible only if Neonest expressly and unconditionally accepts that deviation in writing.
2.2
The Customer acknowledges that these Terms were made available before conclusion of the Agreement and had a sufficient opportunity to review them. These Terms can be consulted at any time on Neonest’s website at https://neonest.tech/terms/
2.3
Neonest reserves the right to amend these Terms unilaterally. Amendments shall be notified to the Customer by email at least 30 Calender Days before they enter into force. The Customer shall always have the right to object to material amendments concerning the subject matter of the Agreement between the parties. Such objection must be made within 7 Calendar Days of becoming aware of the unilateral amendments.
The parties shall then undertake to seek a solution that is acceptable to both parties. Only if no amended proposal can be agreed between the parties after the necessary efforts have been made to that end shall the Customer have the right to terminate the Agreement, after the Customer has paid for the services already performed, Products already delivered and Orders already placed.
3.1
All Offers, catalogues, price lists and quotations issued by Neonest are non-binding unless they expressly state otherwise in writing. Prices, specifications and delivery times stated in an Offer are indicative only.
3.2
An Offer is valid only for the specific Products (and/or services) specified in it and does not automatically apply to subsequent or similar Orders. The Offer is valid only for the period stated in it. If no period is stated, its validity is limited to 30 Calendar Days.
3.3
An Order is binding on the Customer from the moment it is transmitted. Neonest is bound only when it issues a written Confirmation. Verbal Orders and verbal acceptances by Neonest representatives do not bind Neonest until confirmed in writing.
3.4
Prices stated in a Confirmation are fixed until Delivery. Neonest may change prices before a new Order is confirmed. Any change requested by the Customer must be agreed in writing by Neonest and may result in a revised price, specification or delivery date.
3.5
The Agreement may be entered into with an appointee or agent of the Customer, even if that person acts outside the scope of authority. The Customer is responsible for persons representing it and releases Neonest from any duty to investigate their authority, subject to mandatory law. The Customer must promptly notify Neonest if an appointee or agent is no longer authorised; failing such notice, the Customer remains bound to the extent permitted by law.
3.6
Any amendment to the Agreement shall be made exclusively in writing. In the absence thereof, it shall always and irrevocably be assumed that the Agreement will be performed as described in the Agreement itself.
3.7
Unless otherwise agreed in writing, the minimum Order quantity is one full pallet of 28 units. Neonest may refuse an Order that does not meet this minimum.
Samples, prototypes and test pieces supplied by Neonest are illustrative and indicative only. They may differ from final Products within reasonable tolerances and do not constitute contractual specifications, warranties or representations unless expressly agreed in writing.
5.1
All prices are stated in Euros, exclusive of VAT and other applicable taxes, duties and levies, which are payable by the Customer.
5.2
Standard payment terms are 30 Calender Days from the invoice date, subject to credit-insurance approval by Neonest. If Neonest has not obtained or has withdrawn credit-insurance coverage for a Customer, Neonest may require full or partial prepayment before production or Delivery. Neonest may also require reasonable payment security where there is reasonable doubt as to the Customer’s ability to pay.
5.3
If the Customer fails to pay on time, statutory Belgian commercial late-payment interest (provided in the Act of 2 August 2002) shall be due automatically, without notice of default, calculated from the due date until full payment. The Customer shall also owe liquidated damages of 10% of the invoice amount, with a minimum of EUR 125.00, in each case only to the extent enforceable and subject to applicable mandatory law.
5.4
Partial payments made by the Customer shall always be accepted subject to all rights and without any adverse admission, and shall first be allocated to collection costs, accrued interest and, finally, the oldest outstanding amount.
5.5
If the Customer disputes an invoice, it must notify Neonest in writing, including by email, specifying the reasons, within 7 Calendar Days after receipt. A failure to dispute within that period may be taken into account as evidence of acceptance, but does not override mandatory law.
If Neonest has multiple claims against the Customer, Neonest may exercise its rights in respect of them collectively. Neonest may suspend or refuse Delivery of Products or performance of services in the event of non-payment when due, subject to applicable law.
Set-off between any claims of the Customer against Neonest and claims of Neonest against the Customer is excluded.
5.6
Neonest may demand reasonable payment security, including a bank guarantee or advance payment, before or during execution of an Order where there is reasonable doubt as to the Customer’s ability to pay. Failure to provide the security within the stipulated deadline entitles Neonest to suspend performance or terminate the affected Agreement in accordance with applicable law.
5.7
The Customer may not set off, withhold or deduct any amount from a Neonest invoice on account of any claim, alleged claim or dispute, except to the extent required by mandatory law. The Customer may withhold only a proportionate amount genuinely disputed and directly affected, and must pay all undisputed amounts when due.
5.8
If the Customer requests invoicing, in whole or in part, in the name of an affiliated company, this is solely an administrative instruction and does not transfer the contract or renew the debt.
In that case, the Customer and the affiliated company are jointly and severally liable for payment of all amounts due to Neonest, including interest, liquidated damages and costs, arising from the Agreement or its termination, regardless of to whom the invoice was issued. Neonest may demand full payment from the Customer, the affiliated company or both.
The Customer warrants that such invoicing is legally valid and shall indemnify Neonest against claims, disputes, tax adjustments, fines or costs arising because invoicing in the affiliated company’s name was not permitted or legally valid, except to the extent caused by Neonest or required otherwise by mandatory law. Such a dispute does not suspend the payment obligation.
5.9
Neonest may issue and send its invoices electronically via the Peppol network, in a structured electronic format, where required by law or where agreed between the parties.
The Customer shall provide all information and cooperation reasonably required for electronic invoicing and receipt via Peppol, including its company or VAT number, Peppol ID and endpoint or Access Point, and shall immediately notify Neonest of changes. Consequences of incorrect or outdated information supplied by the Customer, including failed Delivery, delay or incorrect routing, are at the Customer’s risk.
Status messages, acknowledgements of receipt and logs from the Peppol system or service providers involved may serve as evidence of sending and receipt of the electronic invoice, subject to applicable law.
Any additional Delivery by Neonest of a readable copy, such as a PDF, is for information only and does not affect the validity of the electronic invoice or applicable payment periods, due dates, interest or damages.
If the Peppol network or an Access Point is temporarily unavailable or malfunctions, the parties shall cooperate in good faith to ensure valid delivery and receipt of the invoice. To the extent the event qualifies as Force Majeure, Article 15 applies.
Changes to Neonest’s account numbers or payment details are valid only if expressly confirmed in writing by Neonest.
Orders confirmed in writing by Neonest are binding. The Customer may not cancel or materially change a confirmed Order without Neonest’s prior written consent. If Neonest consents, it may charge reasonable cancellation or change charges reflecting costs and commitments incurred, including a minimum administrative charge of 10% of the Order value, and higher proven actual loss where applicable.
7.1
Unless expressly agreed otherwise in writing, all Products are sold and delivered Ex Works (EXW) Kuurne, Belgium, Incoterms 2020. Delivery occurs when the Products are placed at the Customer’s disposal at Neonest’s Kuurne premises, ready for collection and not loaded. Risk of loss, damage or destruction passes to the Customer at Delivery, irrespective of whether title has passed.
7.2
All loading, transport, insurance, export and import customs formalities, duties, taxes and other costs arising at or after Delivery are borne exclusively by the Customer. If Neonest arranges transport at the Customer’s request, it acts as the Customer’s agent and assumes no carrier liability except to the extent mandatory law provides otherwise.
7.3
Neonest may make an Order available in one or more partial deliveries. Each partial Delivery is separate and may be invoiced separately. The Customer shall pay each invoice relating to a partial Delivery in accordance with Article 5, irrespective of whether the remainder of the Order has been delivered.
7.4
Delivery dates are estimates given in good faith and are not firm commitments unless expressly agreed in writing as binding. Delay does not entitle the Customer to cancel, refuse Products or claim damages unless Neonest has expressly committed to a binding date and, despite written notice of default, fails to deliver within a reasonable cure period of at least 15 Business Days.
If the Customer fails to collect or take Delivery within 5 Business Days after Neonest notifies it that the Products are available, Delivery is nevertheless deemed to have occurred. Neonest may store the Products at the Customer’s risk and expense and invoice reasonable storage costs. Storage does not postpone Delivery, the passing of risk or payment obligations.
At the Customer’s request, Neonest may separately assist with EUR.1 certificates, Belgian certificates of origin and other export or customs documents. Such assistance is an additional service and does not alter the EXW basis, the place of Delivery or the passing of risk.
8.1
Title to the Products shall remain vested in Neonest and shall pass to the Customer only upon Neonest’s receipt of full payment of the purchase price of the relevant Products, including any applicable VAT and other applicable costs, such as interest and lump-sum damages.
Retention of title applies only to the Products identified in the relevant invoice and does not secure or extend to unpaid amounts relating to other invoices unless expressly agreed in writing.
The passing of risk under Article 7 is unaffected by retention of title. The Customer bears the risk of loss, damage or destruction from Delivery while title remains with Neonest.
8.2
Until full payment of the relevant invoice, the Customer shall not sell, pledge or encumber the Products, except for ordinary resale or processing in the normal course of business and only to the extent legally permitted and while the Customer is not in default. The Customer shall identify and preserve Neonest’s rights in the Products and shall immediately notify Neonest of any attempted seizure or attachment.
8.3
If the Customer fails to pay by the due date and remains in default after written notice, Neonest may, without prejudice to its other rights and subject to applicable law, suspend further deliveries, terminate or request dissolution of the relevant sale, and require return or reclaim of unpaid Products by lawful means. The Customer shall cooperate and provide reasonable access for such return or reclaim without any unconditional right of entry being granted. Neonest’s rights remain subject to mandatory rules on processing, commingling, real subrogation and any applicable registration or formalities.
8.4
Where the Customer has incorporated the Products into finished goods prior to payment of the relevant invoice, the Customer assigns to Neonest, as security, its receivables from the onward sale of such finished goods to the extent of the unpaid invoice amount. Notwithstanding the foregoing, Neonest’s rights shall be determined in accordance with the applicable mandatory provisions of Belgian law concerning retention of title, processing, commingling and real subrogation. The Customer shall take all steps reasonably required to preserve those rights.
9.1. Inspection
The Customer shall inspect the Products promptly after Delivery.
For this Article, “Delivery Date” means the date on which the Products are placed at the Customer’s disposal at Neonest’s premises in Kuurne. If Neonest arranges transport at the Customer’s request, the date on which the Products are made available at the Customer’s premises may be used solely for the inspection period and does not alter the agreed EXW allocation of risk.
The Customer shall verify the quantity, packaging, visible condition and apparent conformity of the Products with the applicable Order Confirmation and delivery documents.
9.2. Visible defects and shortages
The Customer shall notify Neonest in writing, including by email, of any shortage, visible damage or other non-conformity reasonably detectable on inspection within 14 Calendar Days after the applicable Delivery Date.
The Customer shall provide sufficient information to assess a complaint, including, where applicable, the purchase order number, relevant invoice and delivery-note reference, Product identification or batch number, a description of the alleged defect and discovery date, and reasonable photographic, testing or other objective evidence.
If timely notice is not given, the Products are deemed accepted only in respect of shortages, visible damage and other non-conformities that could reasonably have been detected on inspection.
This does not affect hidden-defect claims, fraud, intentional or gross fault, or rights that cannot validly be excluded or limited under applicable law.
9.3. Hidden defects
The Customer shall notify Neonest in writing, including by email, of a defect not reasonably discoverable on inspection within 30 Calendar Days after the date on which it discovered or reasonably should have discovered it.
The Customer shall provide sufficient information to assess a complaint, including, where applicable, the purchase order number, relevant invoice and delivery-note reference, Product identification or batch number, a description of the alleged defect and discovery date, and reasonable photographic, testing or other objective evidence.
Failure to give timely or sufficiently specific notice may affect the Customer’s rights only to the extent Neonest suffers actual prejudice and as permitted by applicable law.
9.4. Preservation and investigation
Upon discovering an alleged defect, the Customer shall, to the extent reasonably practicable:
(a) cease using, processing, assembling or installing the affected Products;
(b) preserve the Products, packaging and other relevant evidence in their existing condition; and
(c) take reasonable measures to prevent further damage or safety risks.
The Customer may take urgent measures that are reasonably necessary to prevent personal injury, property damage or substantial consequential loss, provided that it informs Neonest as soon as reasonably practicable and preserves the relevant evidence.
Neonest may, on reasonable notice, inspect and test the Products and request representative samples or affected Products for examination. The Customer shall preserve the Products, packaging and evidence and shall not alter, repair, dispose of or return affected Products without Neonest’s prior written consent, except as reasonably necessary for safety or damage mitigation.
9.5. Handling of complaints and return costs
Neonest shall acknowledge a complaint within 7 Business Days. The Customer shall not return Products without Neonest’s prior written return or RMA instructions. Return and inspection costs are initially borne by the Customer. If the complaint is accepted, Neonest shall reimburse or credit reasonable, properly documented return and inspection costs, unless the defect or non-conformity resulted from the Customer’s act or omission.
Neonest may, at its option and subject to the applicable Order Confirmation and mandatory law, inspect, repair, replace or issue a credit for Products that are established to be defective or non-conforming.
The Customer shall comply with Neonest’s reasonable RMA instructions, including packaging, identification and transport requirements. If the complaint is not accepted, the Customer bears reasonable inspection, return and storage costs.
If the complaint is not accepted, the Customer shall bear the reasonable costs of inspection, return and storage.
The submission of a complaint shall not entitle the Customer to suspend or defer payment of the relevant or any other invoice.
9.6. Time limit for legal proceedings
Any legal action relating to a hidden defect must be commenced within six months after the Customer notified Neonest of the defect, subject to any longer or different mandatory period under applicable law. This period is suspended while Neonest investigates, tests, repairs or replaces the Products, or while the parties engage in genuine settlement discussions, and recommences when Neonest notifies the Customer that those activities have ended.
The Customer acknowledges entering into the Agreement with full knowledge of the facts, and Neonest has therefore fulfilled its pre-contractual information obligations.
Neonest is liable for damage caused by its intentional fault or gross fault, non-performance of essential obligations, or defective or non-conforming Products for which Neonest is legally liable, subject to applicable mandatory law. The Customer must prove the relevant damage and causal connection.
Subject to mandatory law and the exclusions and carve-outs in these Terms, Neonest’s aggregate liability per event or series of related events shall not exceed the net invoice value of the specific Products directly giving rise to the claim.
To the extent permitted by mandatory law, Neonest is not liable for indirect or consequential loss, including but not limited to loss of profit, revenue, business, anticipated savings, contracts or goodwill, downtime, retailer or customer penalties or chargebacks, end-consumer claims or litigation costs, regulatory fines imposed on the Customer, reputational or brand damage, or recall, field-replacement, removal or reinstallation costs.
Neonest supplies Products as components only and does not design, specify or warrant the performance of finished bedding Products. The Customer is solely responsible for Product selection, intended application, load and environment; finished-bed or bedding design, engineering, testing, validation, integration and assembly; compatibility with mattresses, frames, upholstery, covers and third-party components; comfort, ergonomics, sleep performance, noise or creaking; durability beyond the component Warranty; fire and product safety; labels and warnings; and communication of load ratings, installation requirements and use limitations to end consumers.
Any destruction of or damage to the purchased Products resulting from the Customer’s own fault, or that of persons for whom the Customer is responsible or whom the Customer permits or tolerates on its premises, shall never be borne by Neonest.
To the extent permitted by law, the Customer may not hold Neonest or any auxiliary person of Neonest liable on a non-contractual basis for matters governed by these Terms, without prejudice to mandatory law.
The Customer shall indemnify, defend and hold harmless Neonest against third-party and end-consumer claims, actions, damages, costs and expenses, including reasonable legal fees, connected with the Customer’s finished product, design, integration, assembly, installation, marketing, labelling, warnings, distribution or legal non-compliance, except to the extent caused by Neonest’s intentional or gross fault, breach of an essential obligation, defective or non-conforming Products for which Neonest is legally liable, or other mandatory law. Neonest shall promptly notify the Customer, reasonably cooperate and allow the Customer to control the defence and settlement, provided no settlement admits liability or imposes obligations on Neonest without its written consent.
Neocord, Neoconnect and Neohold are intended exclusively for use with the corresponding Neonest base component. If the Customer orders an accessory separately, including as a replacement part, the Customer is solely responsible for verifying compatibility with the base component in use.
The Customer shall follow the applicable dated installation guidelines, FAQs and mounting manuals made available by Neonest through its website, ordinarily with samples and through its order-confirmation process or Odoo. Neonest may communicate updated applicable versions, and the Customer shall use the version applicable to the relevant Order. This clause does not override mandatory notice or information requirements.
Neonest supplies the Products as described in the accepted Offer or Confirmation. Neonest is not liable for damage resulting from inaccurate or incomplete information supplied by the Customer or from the Customer’s failure to verify the suitability of the Products for its intended application.
Each Product is identifiable by batch number and production date. The Customer shall maintain proportionate batch and distribution records for each Delivery and cooperate reasonably with safety investigations, corrective actions, recalls and competent authorities.
All intellectual property rights in the Products, including patents, design rights, trademarks, trade names and proprietary technology relating to Neonest, Neocord, Neoconnect and Neohold, remain the exclusive property of Neonest BV or its licensors. The Customer receives only a limited right to use and resell the Products in the ordinary course of its business.
The Customer shall not copy, reverse-engineer, disassemble or replicate the Products or any component; remove or alter branding, markings or identification; register or attempt to register confusingly similar intellectual property; or manufacture, procure or market products infringing Neonest’s intellectual property.
Any co-development, custom mould, customer-specific variant or use of Neonest intellectual property beyond ordinary use and resale requires Neonest’s prior written agreement and, where applicable, a separate written licence. Custom moulds and customer-specific variants are exceptional and, if agreed, the Customer bears the agreed mould investment and related costs.
The Customer shall promptly notify Neonest in writing of any actual or threatened infringement of Neonest’s intellectual property that comes to its attention.
The Customer may reference Neonest and its trademarks in its own marketing and promotional materials solely with Neonest’s prior written approval, or in accordance with Neonest’s brand guidelines as communicated by Neonest.
Any such use in breach of this provision constitutes an infringement of Neonest’s rights and a breach of the Agreement. Neonest reserves the right to take all appropriate measures, including seeking the immediate cessation of such use or damages, and any other legal remedy available under applicable law.
Neonest’s Products are manufactured from post-consumer recycled polypropylene. Sustainability and environmental claims, including recycled-content, carbon-footprint and circularity data, are based on supplier information and are accurate to the best of Neonest’s knowledge at publication. They are not performance warranties. Recycled content percentages are subject to normal manufacturing variation and batch tolerances. Minor batch-to-batch variation in colour, texture, and surface appearance is inherent to the use of post-consumer recycled materials and does not constitute a defect or a breach of any sustainability representation.
The Customer is responsible for independently verifying the accuracy and currency of any sustainability claims it makes to its own customers or in its own marketing materials, and for ensuring compliance with applicable environmental marketing legislation in its target markets.
Neonest’s raw-material supplier is REACH-certified for the relevant materials. REACH and SVHC supporting documentation may be supplied on written request. The Customer remains responsible for its own downstream regulatory assessment and compliance.
Subject to these Terms and applicable law, the Customer may resell the Products through any distribution channel, including online, without geographic or channel restriction, provided that it accurately communicates the applicable Warranty, safety, installation and use limitations and complies with all applicable law.
Where Neonest supplies Products through an agent or distributor, these Terms apply to and bind the immediate contracting party (the agent or distributor).
These Terms must therefore also be expressly imposed on the distributor or the agent.
Agents are not authorised to modify these Terms, grant credit, accept returns, or make warranty representations on behalf of Neonest without express written authority from a director of Neonest BV.
Neonest is not liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond Neonest’s reasonable control, including without limitation: acts of God, fire, flood, epidemic, pandemic, war, civil unrest, government action, strikes or labour disputes at third-party suppliers, shortage of raw materials or energy, or failure of transport infrastructure.
Neonest will notify the Customer as soon as reasonably practicable of a force majeure event and its expected duration. If the force majeure event continues for more than 60 days, either party may terminate the affected Order by written notice without liability, provided the Customer has paid for any Products already delivered.
In the event of a serious breach by the Customer of a principal contractual obligation, Neonest shall normally give written notice of default and a reasonable cure period of 8 Business Days, unless a shorter period or immediate action is permitted by law or reasonably necessary to protect Neonest.
If the Customer has not remedied the breach within the applicable period, Neonest may terminate the affected Agreement or request its dissolution by written, reasoned notice, without prejudice to its other rights. Termination shall be proportionate and subject to applicable Belgian B2B law.
Termination shall be without prejudice to Neonest’s right to claim additional damages.
If the Customer fails to fulfil an obligation, Neonest may suspend its performance after written notice, or immediately where reasonably necessary and permitted by law, until the breach is remedied or adequate security is provided.
Each party shall keep confidential all non-public information received from the other party in connection with these Terms or an Order, including pricing, technical specifications and business arrangements, and shall not disclose it without the disclosing party’s prior written consent, except as required by law or to professional advisers bound by confidentiality. This obligation survives termination for three years.
In the context of the performance of the Agreement, Neonest processes the Customer’s personal data in accordance with the applicable laws and regulations concerning the protection of personal data, including the General Data Protection Regulation (GDPR).
These Terms and all agreements arising from them are governed exclusively by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Any dispute arising from or in connection with these Terms that cannot be resolved amicably within 30 days after written notification shall be submitted to the exclusive jurisdiction of the competent courts of Ghent or West-Flanders, Belgium, subject to mandatory law.
The Terms are available in English and Dutch.
If there is a discrepancy between translations of these Terms, the Dutch version prevails. The English version is provided for convenience only, subject to mandatory law.
The invalidity of one or more clauses of an Agreement does not entail invalidity of the Agreement as a whole.
The parties shall seek to replace an invalid clause with a valid clause that comes as close as legally possible to the original intention and commercial effect.
Each clause included in these terms and conditions and in the Agreement between Neonest and the Customer shall, in the event of any possible (and demonstrated) invalidity, remain valid to the fullest extent permitted.
Neonest’s failure to enforce a provision of these Terms on one occasion does not constitute a waiver of its right to enforce that provision on any other occasion.
The parties declare that the Terms were genuinely negotiated or accepted for legitimate commercial reasons and are intended to create a balanced allocation of rights and obligations, taking into account the price and benefits of the Agreement. Article 5.74 of the Belgian Civil Code is excluded to the extent legally permissible. Article 5.97 is excluded only to the extent legally valid; no exclusion overrides mandatory law
PART B — LIMITED COMPONENT WARRANTY POLICY
Reference norm: ISO 19833:2021 — Furniture: Beds — Test methods for the determination of stability, strength and durability (Domestic and Contract)
W.1. Scope and Applicability
This Limited Warranty (“Warranty”) applies exclusively to Neonest bed base components (“Products”) supplied by Neonest BV to registered trade Customers under a valid purchase agreement and subject to these Terms.
This Warranty covers the Products as delivered and does not extend to any finished product, assembly, or end-consumer goods into which the Products may be incorporated. Neonest is a component supplier only. Responsibility for correct product design, specification selection, integration, assembly, and downstream consumer compliance rests entirely with the Customer.
Neonest accepts no warranty obligations toward end consumers or any third party. The Customer shall not represent this Warranty to end consumers as extending beyond the scope of this document. Any downstream warranty issued by the Customer is solely the Customer’s responsibility.
This Warranty covers both residential and contract (hospitality) applications, provided the Products are used within their rated specifications and the conditions of this Warranty are met.
W.2. Warranty Period
Warranty dimension | Period from date of delivery |
Dimensional conformity (length, width, height) | 5 years |
Structural integrity — permanent deflection under rated load | 5 years |
Structural integrity — fracture, crack, or structural breakage | 5 years |
The Warranty period begins on the Delivery Date stated on Neonest’s delivery note or invoice, and not on the date of the Customer’s onward sale to a third party.
W.3. Warranted Performance Standards
W.3.1 Dimensional conformity
Products will conform to the ordered dimensions within the following manufacturing tolerances, measured on Products conditioned at ambient temperature (18–25°C) and humidity (45–65% RH) for a minimum of 24 hours prior to measurement:
Dimension | Tolerance |
Length and width | ± 5 mm (absolute) |
Height / thickness | ± 2 mm (absolute) |
Dimensional deviations within these tolerances do not constitute a defect. Claims for dimensional non-conformity must be supported by measurement records using calibrated instruments.
W.3.2 Deflection under load
When installed in a compliant support configuration under W.3.3 and subjected to Normal Use under W.3.4, the Product shall not exhibit permanent deflection exceeding 5 mm during the five-year Warranty period.
Deflection is measured at the midpoint of the Product’s longest unsupported span, relative to its unloaded resting position, after full removal of the load. This standard applies only when all rated operating conditions in W.3.3 are met. Neonest reserves the right to conduct independent testing on returned Products in accordance with ISO 19833:2021 before accepting any deflection claim.
W.3.3 Rated operating conditions — warranty requires ALL of the following
Condition | Specification |
Maximum static load | 150 kg per frame unit (e.g. per 90×200 cm frame). Where two frames are connected (e.g. via Neoconnect), the 150 kg limit applies independently to each frame, not 300 kg to the combined assembly. |
Minimum support points | Recommended 5 legs or support points per frame for standard sizes. For smaller sizes where a 6-leg configuration is not applicable, the minimum is 5 legs, as confirmed in the applicable Neonest product datasheet for that SKU. |
Support positioning | Support points must be positioned per Neonest’s published installation guidelines for the relevant Product size. Non-compliant positioning voids this Warranty irrespective of the total load applied. |
Product integrity | Product must not have been physically modified, cut, drilled, heat-treated, chemically exposed, or otherwise altered after Delivery. |
The Customer is responsible for ensuring that its finished-product design respects these operating conditions and that rated load limits, installation requirements and use limitations are communicated accurately to end consumers.
W.3.4 Definition of Normal Use
“Normal Use” means static and dynamic loading consistent with typical residential sleeping and seated behaviour; total distributed load not exceeding 150 kg per frame; the required number of support points correctly positioned; no jumping, impact loading or concentrated point loads beyond rated values; no stacking beyond rated capacity; and no physical modification after Delivery. This definition applies to residential and contract or hospitality applications.
W.3.5 Structural integrity — breakage
Products shall not fracture, crack, or fail structurally under Normal Use conditions as defined in W.3.4. This standard applies only when all rated operating conditions in W.3.3 are met.
W.3.6 Reference test standard
All structural performance assessments under this Warranty are conducted with reference to ISO 19833:2021 — Furniture: Beds — Test methods for the determination of stability, strength and durability (Domestic and Contract). Where a specific test protocol is agreed in writing between Neonest and the Customer prior to Order placement, that protocol governs. In all other cases, ISO 19833:2021 applies as the default.
W.4. Fire Retardancy — Customer Responsibility
Neonest Products are manufactured from post-consumer recycled polypropylene and, unless expressly specified otherwise in writing, are supplied without flame-retardant treatment or certification. They are not warranted as complying with fire-safety or flammability requirements applicable to finished bedding or other finished goods.
Where the Customer sells or supplies finished beds or bedding assemblies incorporating the Products into a market with fire-safety requirements, the Customer is responsible for identifying the applicable requirements, complete finished-product testing and ensuring compliance, including through compliant covers, barrier fabrics, interliners or other solutions. Examples include applicable French laws and decrees and the UK Furniture and Furnishings (Fire) (Safety) Regulations 1988, as amended from time to time, including amendments in 2025; these examples are not exhaustive. FR compliance is typically achieved through the use of a compliant FR cover, barrier or equivalent solution applied over or around the Product. Neonest does not design, supply or certify such FR solutions. The Customer shall not represent Neonest Products as FR compliant in any product documentation, labelling, or marketing material.
Neonest does not design, supply or certify finished-product fire-safety solutions. The Customer shall therefore not market the Products as fire-retardant, fire-safe or fire-compliant without Neonest’s prior written approval. Contractual losses, claims or sanctions caused by the Customer’s own non-compliance shall be borne by the Customer, subject to mandatory law.
The Customer is responsible for the fire-safety compliance of its finished products and for related contractual, civil or regulatory consequences to the extent caused by its acts or omissions. Nothing in these Terms purports to exclude criminal or public-law consequences or mandatory liability.
W.5. Storage and Handling Requirements
Neonest Products are supplied flat-packed and palletised in stacks of 28 units per pallet. To maintain Warranty validity, the following requirements must be observed from the moment of Delivery:
Requirement | Specification |
Temperature | 5°C to 40°C |
Humidity | ≤ 80% RH, non-condensing |
UV / sunlight | Avoid prolonged direct sunlight; covered or indoor storage required |
Pallet stacking | Maximum 28 Products per pallet stack as supplied by Neonest. Pallets must not be stacked on top of one another unless on purpose-built racking designed for that load. |
Handling equipment | Forklift tines must engage the pallet base, not the Products directly. No dragging of individual Products across hard surfaces. |
Impact | Products must not be dropped or subjected to impact loading during unloading, storage, or transport to assembly. |
The Customer bears a reasonable evidentiary burden of demonstrating that storage and handling conditions were maintained in compliance with these requirements when submitting a Warranty claim. Neonest may take missing or unreliable records into account when assessing causation.
W.6. Warranty Exclusions
This Warranty does not apply and Neonest accepts no liability in any of the following circumstances:
Exclusion | Description |
W.6.1 Incorrect specification | Product specified or selected by the Customer outside Neonest’s documented recommendations for the intended load, frame design, or use environment. |
W.6.2 Physical modification | Product has been cut, drilled, heat-treated, chemically exposed, painted, coated, or otherwise physically altered after Delivery. |
W.6.3 Non-compliant support | Product installed with fewer than the minimum required number of legs or support points, or with support points positioned contrary to Neonest’s installation guidelines. |
W.6.4 Overloading | Product subjected to a total load exceeding 150 kg per frame, or to concentrated point loads inconsistent with distributed sleeping use. |
W.6.5 Non-compliant storage | Product stored or handled outside the conditions defined in W.5. |
W.6.6 Incorrect assembly | Product assembled contrary to Neonest’s published installation guidelines, or integrated into a frame design not validated by Neonest. |
W.6.7 Surface variation | Minor surface marks, colour variation between batches, or cosmetic imperfections not affecting structural performance. Batch-to-batch variation is inherent to post-consumer recycled polypropylene and does not constitute a defect. |
W.6.8 FR non-compliance | Any loss, claim, regulatory action, or product failure arising from the Customer’s failure to ensure fire-retardancy compliance of the finished product in regulated markets. |
W.6.9 Force majeure | Damage caused by fire, flood, water ingress, UV degradation beyond specified limits, pest infestation or another circumstance beyond Neonest’s reasonable control, to the extent causative. |
W.6.10 Late notification | Claims submitted outside the notification windows |
W.6.11 Commercial overuse | Use in hotel, hospital, care-home or other high-cycle commercial environments beyond the ISO 19833:2021 contract-category specification, where the Customer has not obtained prior written confirmation from Neonest that the selected Product is rated for that application intensity. |
W.7. Claim Procedure
W.7.1 Notification deadlines
Defect type | Deadline |
Visible defects on or after Delivery (dimensional, surface, packaging) | Within 14 Calendar Days of Delivery |
Hidden defects discovered during assembly or installation | Within 30 Calendar Days of discovery |
In-use structural defects (deflection, breakage) | Within 30 Calendar days of Discovery, and in all cases within the 5-year warranty period |
Failure to notify within the stated windows constitutes irrevocable waiver of the Warranty claim for the relevant defect, regardless of whether the defect itself falls withing the Warranty period.
W.7.2 Required documentation
Claims must be submitted in writing to Neonest’s designated claims contact and must include:
Incomplete submissions will not be processed and do not toll any notification deadlines.
W.7.3 Sample return and inspection
Neonest may request return of a reasonable sample quantity of allegedly defective Products for independent inspection and testing in accordance with ISO 19833:2021 before accepting a claim. The Customer initially bears return shipping costs. If the claim is accepted, Neonest reimburses reasonable, documented return shipping costs.
W.8. Remedies
Upon acceptance of a valid Warranty claim, Neonest’s obligation, subject to mandatory law and at Neonest’s option, is:
(a) replacement of the defective Products with conforming Products of equivalent specification; or
(b) issuance of a credit note for the net invoice value of the defective Products.
These remedies are exclusive to the extent permitted by mandatory law. Neonest excludes liability for indirect or consequential loss, including loss of production, profit, recall or re-covering costs, re-upholstering, re-assembly, end-consumer claims, regulatory fines imposed on the Customer, downtime, penalties, chargebacks, reputational damage and other indirect loss, but does not exclude mandatory direct liability or reasonable direct mitigation costs where mandatory law requires them.
Subject to mandatory Belgian law, intentional fault, damage to physical or psychological integrity and liabilities that cannot be limited, Neonest’s aggregate liability under the Warranty and the Terms shall not exceed the net invoice value of the specific Products directly giving rise to the accepted claim.
W.9. Governing Law
This Warranty is governed by Belgian law. Disputes arising under or in connection with it are subject to the exclusive jurisdiction of the competent courts of Ghent or West-Flanders, Belgium, as provided in Article 20 of Part A, subject to mandatory law.
The CISG is expressly excluded.
