Terms and Conditions
GENERAL CONDITIONS of Hospitality Product Solutions Ltd, [Insert UK Address Here], established and having its principal place of business in the UK, hereafter referred to as: the company.
Article 1. Definitions
In these general conditions, the following terms are defined as follows:
- Company: The user of these general conditions.
- Non-consumer: A client who acts in the course of business or a profession.
- Buyer: The non-consumer client.
Article 2. Applicability of These Conditions
These conditions apply to every offer and every agreement between the company and a buyer, where the company has stated these conditions to be applicable, provided the parties have not expressly deviated from them in writing.
These conditions also apply to all agreements that require third-party involvement for execution.
Article 3. Offers
Offers made by the company are without obligation and expire no later than three months from the offer date.
The company is not bound by deviations in the buyer’s acceptance unless explicitly agreed in writing.
The estimated delivery times and performance terms are for information purposes only; exceeding these does not entitle the buyer to compensation or cancellation.
Prices provided are based on standard working hours and exclude transport, packaging, delivery, installation costs, VAT, and other government levies unless stated otherwise.
The company is bound to its offer only if accepted in writing by the buyer within 30 days. Prices are exclusive of VAT unless specified otherwise.
Article 4. Delivery
Unless agreed otherwise, delivery occurs ex-works. If Incoterms are agreed upon as a delivery condition, the Incoterms in effect at the time of the agreement apply.
The buyer is obligated to accept the purchased items when delivered or made available. If the buyer refuses to take possession or fails to provide necessary instructions, items will be stored at the buyer’s risk and expense.
Article 5. Delivery Times
Stated delivery times are approximate and not strict deadlines. If delivery is delayed, the buyer must notify the company in writing, allowing a reasonable timeframe for fulfillment.
Delivery times commence only after the company has received all required information.
Article 6. Partial Deliveries
The company may deliver items in instalments, unless such deliveries do not have independent value. Each instalment may be invoiced separately.
Article 7. Technical Requirements
If items for delivery in the UK must be used outside the UK, the company is not responsible for ensuring they meet local technical requirements, standards, or regulations unless specified upon agreement.
All additional technical requirements must be clearly stated by the buyer at the time of purchase.
Article 8. Samples, Models, and Examples
Any sample, model, or example shown is only for indicative purposes. Final delivered items may differ unless explicitly stated that they will match the sample or model.
Article 9. Dissolution of the Agreement
An agreement may be dissolved immediately if:
- The company learns of circumstances giving reason to believe the buyer will not fulfill their obligations.
- The buyer fails to provide requested security for fulfillment despite a demand.
The company may suspend or dissolve the agreement without prejudice to its right to claim damages.
Article 10. Guarantee
If the guarantee concerns a third-party product, it is limited to that provided by the producer.
The guarantee does not cover incorrect use or failure to follow instructions.
In case of a design, material, or manufacturing defect, the buyer is entitled to product repair or replacement.
Article 11. Retention of Title
All delivered items remain the property of the company until the buyer fulfills all obligations under purchase agreements.
The buyer may only resell items in normal business operations and may not use them as collateral.
The buyer grants the company the right to access premises where retained items are located to retrieve them if necessary.
The buyer is obligated to insure items under retention against risks like fire, explosion, and theft.
Article 12. Defects and Complaints
The buyer must inspect purchased items upon delivery to ensure they meet the agreement.
Visible defects must be reported in writing within three days, and hidden defects within three months of delivery.
Article 13. Price/Price Increase
Prices are quoted in GBP and exclude VAT and transport costs unless otherwise stated.
The company reserves the right to adjust prices for changes in raw materials, currency, or unforeseen costs.
If a price increase exceeds 10%, the buyer may dissolve the agreement.
Article 14. Packaging Materials
The buyer must return borrowed packaging materials empty and undamaged within 14 days. Costs associated with non-compliance, such as repair or replacement, are borne by the buyer.
Article 15. Payment
Payment must be made in advance or within 14 days of the invoice date for registered account customers.
After this period, the buyer is in default and subject to interest charges.
Payments made will first cover interest and costs, then oldest outstanding invoices.
Article 16. Cash Discount
The company does not offer additional discount for prompt payment within 14 days of the invoice date.
Article 17. Collection Costs
If the buyer defaults, all collection costs, including legal fees, are the buyer’s responsibility.
Article 18. Liability
The company is liable only as stipulated in the guarantee section for damage due to product defects. Liability is limited to cases of intentional acts or gross negligence by the company or its employees.
In any event, liability is capped at twice the transaction’s invoice amount or the insurance payout, if applicable.
Article 19. Force Majeure
Force majeure includes all unforeseeable circumstances beyond the company’s control. During such events, obligations are suspended. If force majeure lasts beyond two months, either party may dissolve the agreement.
Article 20. Settlement of Disputes
The courts of the company’s UK location have exclusive jurisdiction over disputes, unless the law specifies otherwise.
Article 21. Applicable Law
UK law applies to every agreement between the company and the buyer. The Vienna Sales Convention is expressly excluded.