1. GENERAL

These terms and conditions apply, unless otherwise expressly agreed, any offer and sale of goods, new or used, or services, and this for all our European customers, and possibly customers outside the EU subject to compliance with mandatory laws abroad.

These terms apply to clients purchasing from HCP Lda. Clients purchasing from Hamilton Conte SAS should refer to the General Sales Conditions in French.

Any order (and therefore any receipt of deposit payment) implies full acceptance by the Buyer of these terms, regardless of the purchasing conditions of the Buyer, which are not binding for the Seller, even if the conditions are communicated by the Seller at a later date.

If any provision of the General Sales Conditions becomes void or annulled in court, other clauses will still remain in effect.

The fact that the Seller may not apply, at a given moment, certain terms of these conditions shall not be interpreted as a renouncement to apply at a later date any and all of these terms.

2. PRECONDITIONS – PRODUCTS

The information expressed in the catalogues, records, and schedules are only indicative and are not binding to the Seller. The photographs, text, and product illustrations presented are not contractual.

It is strictly prohibited to copy, reproduce, modify, sell, distribute, process, reprint, or any other form of exploitation and utilization of content, text, photos, images and / or graphics contained in catalogues, brochures and price lists for any means without the express permission of the seller.

Our products are made using artisanal methods with natural materials and manual processes. We approach our production with great care and quality finishing. However, due to this deliberate choice of manufacturing type, certain imperfections may occur. Slight differences in the stains / colours are inevitable due to the various structures, woods and wood stains used and do not constitute any reason for claims.

For example, wood is a natural and not a synthetic material. Each tree is different from another in colour and structure. Slight differences may be noticed in the shades of the various solid wood parts and veneers of our products. Cast metals will vary as well. Upholstery quality is affected by choice of fabric purchased from external suppliers or provided by clients. Fabric difference may occur depending on the specific batch. Hamilton Conte will ask for client’s own material samples to ensure the fabric’s compatibility with our furniture’s structures. As well, different batches of identical fabrics may have slight differences.

Furthermore, in case of products purchased at different times, time lapse and climatic environmental factors may also give way to variations in colour, shade and/or shine. This applies particularly to products purchased as sets or composed of various components.
Subtle differences often occur between production batches.

The differences indicated above shall not be a valid reason for claims and/or return of goods.

Likewise, all samples are made at a given time and can evolve with age. Differences between our samples and the goods supplied do not constitute a reason for claims.

Customer materials that have not been validated by Hamilton Conte or are not part of the Hamilton Conte collection may not always provide the desired results in terms of upholstery. The client must take this into consideration and receive validation from Hamilton Conte to ensure the desired outcome. If this condition is not fulfilled, Hamilton Conte will use the supplied materials but cannot guarantee the final result, nor accept any customer claims on the finished product. Any claims related to Customer’s own material that has not been pre-approved by Hamilton Conte will be considered void.

3. ORDERS

All orders, including those placed by telephone or fax must be confirmed in writing.

The order must include the following information: quantity, brand, type, references, the agreed price, payment conditions, location and approximate date of expedition/delivery or collection if other than billing location.

The client must communicate any and all particular technical specifications required by the law of the home country or place of delivery, and therefore the Seller is not liable if a Buyer places an order without communicating its specific needs. Furthermore, the technical specifications will require us to reassess our standard price, given that it would therefore be considered a non-standard product.

Once the client has placed and confirmed his order, he is deemed to have knowingly accepted the General Sales Conditions without reserve prices, volumes and quantities made available for sale and to the present general sales conditions.

Any addition or modification of the order shall be binding only if the Seller has agreed in writing. Any change requested by the Buyer must be notified by e-mail or fax within one week following the confirmation of the order and at least 4 weeks before the date of expedition indicated via e-mail with the order confirmation. After this period, the deposit will not be refunded.

If during a previous order, the Buyer has withdrawn from any of its obligations (default or late payment, for example), a refusal to sell may be made (or a new order cancelled within for at least 8 days from receipt thereof), unless the Buyer provides satisfactory guarantees or cash. No discount for cash payment or advance payment will be granted.

Any cancellation, deferral or modification of an order must be explicitly accepted by the Seller in order to take effect.

Any order requesting “custom” products in terms of aspect (materials, couleurs, sizes, fabrics or any other specialised request that is outside of Hamilton Conte’ standard range) must be accepted in writing prior to the launch of a production order. Each customisation order must be individually negotiated and accepted by both parties in writing before considering an order valid and contractually binding.

For “custom” production, Hamilton Conte may adapt a product from its range as per its standard definition. Any modification or adaptation requested by a client may provoke other modifications when compared to the standard definition, which may not be indicated in writing. Any correlative differences occurring due to the change of one element of the standard product definition are considered to be accepted by the client, unless a complete specification is sent to and accepted prior to production by Hamilton Conte. No claims will be accepted if the specifier is not clear on the overall specification.

No returns are accepted, especially with regard to “custom” production.

4. PRICE – PAYMENTS

Prices are provided in the Hamilton Conte Price List. Hamilton Conte communicates a recommended public price excluding taxes and eventual transportation and insurance. All prices may be considered to be quoted in ex-works Portugal unless otherwise indicated. These prices are still considered exclusive of VAT, include packaging, and do not include transport & insurance costs. They may be required to include VAT and/or any other similar tax, which will be invoiced at the applicable rate at the time they are due.

The price list takes effect at the date of issue for the entire range and cancels all previous rates. Prices may be modified without notice to the Buyers, except if the client has already ordered and paid their deposit.

The prices charged are those set at the date of order on the basis of prevailing economic conditions. They are valid, unless expressly stated otherwise for a maximum period of 3 months.

Our prices are expressed in net without additional discount including cash payments, and can be modified in case of deferred payment.

Prices corresponding to orders and charges are payable before shipment of the goods (40% deposit to confirm an order and the remaining 60% upon shipment), unless otherwise expressly agreed, and this will be mentioned on invoices along with the terms and conditions of payment.

Compensation of debts and reciprocal claims of the parties shall be only in respect of related debt and reciprocal claims.

5. DELIVERY

Delivery is made in accordance with the provisions contained in the order, subject to compliance with the terms of payment.

Delivery of goods means either:

• Shipment to the Buyer from the warehouse of the Seller
• Making them available in the warehouse of the Seller or any other intermediary specified by the Seller.

The Seller is authorized to make partial deliveries if circumstances require.

Specific conditions corresponding to each available delivery type are communicated by the sales team at the moment of the proforma and / or the order confirmation.

6. DELIVERY TIME

Delivery times are always communicated based on supply possibilities at the time of the offer and are only an indication of actual timeline.

Any delay in delivery due to circumstances beyond the control of the Seller will not invalidate the order. The Seller cannot be held liable for any damages resulting from such delays.

However, if the issue of property is not reached two months after the stated delivery date for any reason other than Force Majeure, the sale may be cancelled at the request of either party after sending a registered letter with return receipt. The Buyer can only claim the refund of advance payments and cannot claim any additional compensation.

The Seller is released from liability in cases of Force Majeure or events such as lockouts, strikes, epidemics, war, requisition, fire, flood, tool equipment accidents, transportation delays or other causes leading to partial or total unemployment for the Seller or its suppliers.

In the case of any event listed above, the Seller will inform the Buyer of such facts.

Any delay in delivery caused by Force Majeure will lead to, at the Seller’s choice, either the full resolution of the sale or an extension of the delivery time, without any of the parties being entitled to further compensation.

In any event, on time delivery can only take place if the Buyer has fulfilled all its obligations to the Seller.

When goods are made available to the Buyer (and not delivered by the Seller), the Seller agrees to notify the Buyer in writing of the date of availability. The Buyer agrees to accept delivery of goods within 7 days of receipt of the notice of availability. After this time, storage costs will be charged at cost according to our price list for storage in addition to a 50 € fee (per order for administrative costs) to the purchaser, without engaging any action that could penalize the Seller.

All orders that have been produced should be paid in full by the time they are made ready for pick up by the client. Beyond storage fees of 7 EUR / week / pallet that may be accrued, late payment fees equal to 0.3% of the order value per month may be levied, and this until payment in full of the due balance has been made.

7. TRANSPORT – TRANSPORT INSURANCE

The goods travel at the Buyer’s risk always being sold in ex-works (EXW) with delivery made by the carrier recommended by Hamilton Conte or another if specifically requested by the Buyer.

Any special needs regarding transportation (need for secondary carrier, truck with elevator platform, etc.) must be communicated in advance to Hamilton Conte by the Buyer before shipping, otherwise the seller cannot be held responsible for any reason whatsoever.

The mode of transport chosen by the Seller is contractually regarded as best suited to the delivery of the ordered goods. Any divergence of opinion on this subject should be communicated by the Buyer.

All goods are delivered by truck and unloaded at the address specified by the Buyer. The Buyer takes full responsibility for handling the goods after offloading from the transport. Any breakage or accident occurring after goods delivery by the carrier is the responsibility of the Buyer and will not be supported by Hamilton Conte.

Unless otherwise specified, transport operations are the responsibility and expense, risk and peril of the Buyer. It is the Buyer’s responsibility to verify receipt of the delivery with the quantity and condition of the goods supplied.

In case of damage, the Buyer must emit its reserves on the delivery receipt and inform the carrier within 48 hours of receipt of merchandise, by registered letter with return receipt.

Unless otherwise specified, shipping, packaging, and insurance of the product(s) are always the Buyer/ Client’s expense.

Exact conditions corresponding to individual deliveries are communicated at with the shipment notice sent at the same time as the final invoice.

8. RECEPTION – CONTROL

A complete verification / control of goods supplied must be held upon receipt or within 48 hours after delivery provided that the mention “Control of goods within 48 hours” is indicated on the delivery receipt. If this is not indicated, all eventual claims for transport damage will be considered null and void.

Regardless of the dispositions that must be made vis-à-vis the carrier, the Buyer must also notify the Seller by registered letter with return receipt, within the fixed time stated above (48h), of any defects, loss, missing pieces, or lack of conformity of goods delivered.

After the period specified above, any claim of any nature whatsoever shall be deemed inadmissible.

If the purchaser expressly or tacitly waives such reception procedures, the goods shall be deemed delivered accordingly and as ordered. The non- conformity of part of the delivery does not relieve the Buyer of his obligation to pay for goods for which there is no dispute.

Any non-conformity or damage found after examining the products only requires that the Seller replace, free of charge, said goods. The seller cannot be held responsible for any operational loss or complimentary damage to the Buyer.

In the case of a claim, pictures of damaged goods or packaging must be sent to Hamilton Conte. Similarly, it is requested that the Buyer keeps the product with its original packaging in case of analysis.

All other claims must be sent in writing to Hamilton Conte within 8 days after receipt of the goods by registered letter, fax or e-mail with pictures detailing the reasons for the claim.

Claims related to transport damage are covered by the insurance contracted with the transport service, whether contracted by the buyer or seller. Reception procedures as detailed above must be respected to make a successful claim.

Transport damage is easily identified and differentiated from damage linked to on-site unpacking and handling. Damage such as stains and box cutter slices are linked to on-site damage and thus do not fall within the scope of transport insurance claims. Proper unpacking and handling on-site is the responsibility of the client or client’s representative, especially when sensitive or fragile goods, especially fabrics, are involved. All claims are fully analysed and are subject to refusal if there is a chance of buyer liability.

Returns are never accepted unless HCP LDA or Hamilton Conte SAS accepts them in writing, or judicial proceedings decide otherwise.

Any product that is custom-made for the client and is not part of our standard Hamilton Conte range (special colours, dimensions or fabrics, as well as custom made furniture) may not be returned except in cases of defect or non-conformity relative to the product definition or its usual quality.

No return will be accepted without meeting these conditions and the supposed motive of returning goods does not exonerate the client from his or her payment obligations.

Return transport is at the expense of the Buyer, unless otherwise agreed prior to return. The return transport must be carried out under the same conditions as those utilised by the Seller when first sending the goods, preferably using the same transporter and mode of transport (ex. if goods were transported on a palette and space was booked per linear meter, the return should be made in the same way.)

Returned goods must be correctly packaged in order to avoid any damage during transport and must arrive in their initial state (new goods) to the Seller. Otherwise, a refusal of return may be emitted by the Seller and the Buyer’s financial obligations would be maintained and include additional expenses.

A refusal to accept returned product or, by his choice, an annulment of the sale may be claimed by the Seller towards the Buyer if a return is made without previous agreement and if the aforementioned conditions are not respected.

9. SANCTIONS ON DEFAULT OR LATE PAYMENT

Unless special conditions are granted by the Seller, invoices are payable to the Seller’s headquarters via bank transfer before the shipment of the goods and with no additional discount.

Whatever the method of payment agreed upon between the parties shall only be deemed valid and effective after actual receipt of the full price.

In case of non-payment or only partial-payment at the due date, the Seller reserves the right to terminate or suspend orders and deliveries in process.

LATE PAYMENT:

If an invoice reaches its due date and is completely or even partially unpaid, the seller may apply the penalties of the present conditions without damage of injury or interest, without any formal or attempted notice.

The amount will be calculated by applying the amounts due, an interest rate equal to three times the legal interest rate in effect at the time of default.

Any default in payment, complete or partial, of a bill by the due date may justify the Seller’s rejection of a new order.

The customer must also pay a flat fee of 40 euros per unpaid invoice, to cover administrative costs incurred by the processing of the unpaid invoice.

PENALTY CLAUSE:

In case of cancellation of the sale for defaulting on the payment, the sums paid by the Buyer will be acquired the vendor as compensation.

In addition, in case of default and therefore triggering a recovery / collection procedure, the Buyer will be indebted in excess of original amount due, a penalty of 20% of the invoiced amount, as well as the judicial and extrajudicial expenses he has caused and attorney fees.

10. FOREFITURE CLAUSE

In case of non-payment or partial payment when an invoice is due, the amounts due under this order or any other orders being delivered will be payable immediately.

11. CANCELLATION OF SALE

All orders are accepted in consideration of the legal, financial and economic situation of the Buyer at time of order. It follows that if the financial and economic situation of the Buyer were to deteriorate, particularly in case of insolvency or diminution of his/her assets, between the date of the order and the date of delivery, the Seller would be granted the right to cancel the sale, without any notice.

In case of failure of any of these conditions, the Seller shall send the debtor a notice by registered letter with return receipt. The buyer must within one month of receipt of such letter, proceed to settlement of outstanding amounts, the sale will be automatically cancelled per discretion of the Seller.

12. WARRANTIES – EXTENT

Goods sold are contractually guaranteed by the manufacturer for the duration of one year commencing from the date of shipment of the goods and covers any defects hidden or apparent from the delivery date for all professional clients according to the current legislation. In case of resale, the professional buyer must apply an adapted warranty depending if resale to final consumer is to a private client.

This contractual warranty covers all hidden or apparent defects from the date of delivery.

The Seller’s only obligation while under the warranty is, at his option, free replacement or restoration of property found to be defective by the manufacturer without any other benefit or compensation.

Eventual operations carried out under warranty will not prolong the duration of the warranty.

The Buyer may not claim any compensation or damages in the case of immobilization of the property due to the implementation of the warranty.

In case of personal injury, property damage, or loss of profits arising from a separate cause of the present sales contract, no compensation can be due to the Buyer or Final Client.

If the product is not covered under the warranty, the Buyer will be charged at current rates for labour and the cost of return transport costs.

In case of an unjustified return of a non-defective product, the Buyer will be charged at current rates for labour and equipment necessary for the verification and eventual reconditioning, as the will for the cost of return transport.

It is expressly agreed that the Seller does not incur any liability for indirect damages suffered by the Client.

13. WARRANTIES – EXCLUSIONS

The Buyer loses the benefit of legal and conventional warranties in the case of:

• abnormal use or misuse of property;
• repairs or procedures performed by persons other than the Seller, persons approved by the Seller, or the manufacturer, or if these interventions do not follow the instructions;

The Seller holds the right to suspend the legal and conventional guarantees in cases of late payment, non-payment, or partial payment of the goods.

14. WARRANTIES – LIMITATIONS

The Seller’s liability is limited to the repair or replacement of defective goods with a manufacturing defect, labelling, or packaging flaw. The Seller, or persons and services appointed by the Seller, will have the right to inspect the alleged defects. All other warranties expressed or implied are excluded. The Seller accepts no responsibility for the loss or damage of goods, direct or indirect, whatever the cause. In no case whatsoever can the Buyer claim, in any capacity, to make a deduction from the amount of the invoice for an incomplete delivery or for defective goods.

Hamilton Conte reserves the right to make any changes deemed necessary for its product range, be it technical or design, without prior notice. For this reason, all images published or posted by Hamilton Conte through catalogue, Internet, or any other form of communication or disclosure must be considered as for the purposes of example or presentation only.

15. RESPONSIBILITIES

The technical specifications of the products of Hamilton Conte will not necessarily correspond to any and all specific regulations of global markets given their diversity.

Any special requirements for compliance with a national market or industry regulations must be communicated in advance and in writing by the Buyer, with confirmation of technical feasibility by Hamilton Conte.

Without written request, the goods will be manufactured according to specifications set by the Seller.

Hamilton Conte will not take responsibility for any discrepancies in its standard range if specific requirements are not provided by the Buyer.

The Buyer would thus be obliged to pay for any ordered merchandise if it is manufactured but not delivered.

Similarly, Hamilton Conte will not accept returns if the goods have already been delivered.

16. GOODS FOR RESALE

The Buyer may resell the goods under the normal operation of its business. However, it will lose that option in case of default or non-payment of invoices at maturity.

17. RETENTION OF PROPERTY – TRANSFER OF RISKS

The goods remain the property of the Seller until payment of the full price, principal and any secondary costs, in terms of the article 409 of the Civil Code.

The non-payment, even partial, of any goods may result in reclamation of property and cancellation of pending orders. The right to reclaim merchandise may be exercised even in the case of safeguarding, recovery, or liquidation proceedings of the Buyer.

The delivery of goods / commodities operates the transfer of risk to the buyer, both for damage to the goods and those caused by third parties, pursuant to Article 796 of the Civil Code.

Any restitution of goods will be made at the expense and risk of the Buyer.

In case of default, in addition to the restitution of all goods, all payments made ​​shall be kept by the seller in compensation for damages, interest and judiciary and extra-judiciary costs, or others that may be pertinent.

18. DISCRETION OF OWNERSHIP – RESALE OR MODIFICATION – SEIZURE

The goods remain the property of the Seller until full payment of their price plus any additional costs, it is forbidden of the Buyer to arrange the sale or modification of goods and in case of default the Seller may repossess the goods according to the conditions of Article 17 without prior formalities and independently of any legal proceedings. However, as a mere tolerance (which will automatically stop if the buyer is involved in any third-party claims, arrest, insolvency, or any other judicial or extra-judicial proceedings) and for the sole purpose of its business, the Seller may allow the Buyer to resell or modify the disputed property with the condition that the Buyer repays the remainder or his/her debt. The corresponding sums are now pledged to the Seller, the buyer constituting a mere custodian of the price. In case of seizure of the products by third parties, the Client must notify the Seller immediately.

19. SUBROGATION

The Seller reserves the right to subrogate any person or agency of his choice, including any collection agencies whatsoever, within the rights and claims resulting from the sale of its products, without any opposition possible from the buyer. The Seller also reserves the right to change or transfer the collection agency at any time of subrogation to any collection agency of his choice, without regards to the number of sales contracts between the parties.

20. NON EXCLUSIVITE

These general sales conditions exclude any type of exclusivity in sales or distribution of Hamilton Conte Brand products. Any sort of territorial exclusivity and any other special form of distributing Hamilton Conte products can only be permitted through a specific contract to this end. No eventual reclamations will be accepted and no indemnities may be claimed without having expressly defined these contractual terms and conditions.

21. FORCE MAJEURE

The Seller reserves the right to automatically suspend all or part of a sale in case of force majeure or unforeseeable circumstances such as a shortage of raw materials, regulatory changes applicable to the present general conditions of sale, or goods likely to stop or reduce production and transportation of other goods.

Upon the occurrence of such events, the Seller will notify the customer by whatever means possible within 8 days after the occurrence of such event.

Any unforeseeable circumstances or force majeure release the Seller from his obligation to deliver. Any event beyond the control of the parties, which wholly or partially prevents the manufacture or delivery of products such as raw material shortages, strikes, lockouts, fire, epidemic, flood, frost, blocking passageways, machinery breakdown, etc. is considered force majeure.

• 22. CONFIDENTIALITY – RIGHT TO RETRACT – RIGHT TO A MEDIATOR

En cas de vente à distance, l’internaute peut faire rectifier, compléter, ou effacer des informations qui la concernent lorsqu’ont été décelées des erreurs, ou la présence de données dont le traitement est interdit.

23. COPYRIGHT AND INDUSTRIAL / INTELLECTUAL PROPERTY

The buyer is strictly forbidden from copying, replicating or otherwise permitting unauthorized use of any merchandise/design/model of the seller Hamilton Conte.

In case of non-compliance on the part of the buyer with the above paragraph, the buyer with be obliged to indemnify the seller in accordance with general laws, in particular for all damages and interest including loss of earnings that has been suffered as well as any judicial or extrajudicial fees engaged by the seller with regards to the buyer in such a case.

24. GOVERNING LAW AND JURISDICTION

This contract is subject to Portuguese law.

For all disputes relating to the implementation or interpretation of these conditions, the only court to have exclusive jurisdiction is the one in which the headquarters of the Seller are located or according to the rules inherent to the applicable legislation.