Terms & conditions

Huwil GmbH
General Terms and Conditions of Sale and Delivery

I. SCOPE OF APPLICATION:
The General Terms and Conditions of Sale apply exclusively between, of the first part: Huwil GmbH, having its registered office at 25a Boulevard Royal, L-2449 Luxembourg (GD Luxembourg), registered in the Luxembourg Chamber of Commerce under registration No.: 20122452639, VAT LU 25827788, BE
0518.907.339, Authorisation of establishment: 10032931, hereinafter “Huwil”.
Postal address: Am Brill 92/7 – L-9645 Derenbach – GD Luxembourg Tel.: 00352 24
51 73 Email: info@hpharma.net IBAN: LU18 0141 4447 5970 0000 BIC: CELLLULL
AND, of the second part:
Any company or individual making a purchase from Huwil, in order to use the goods
acquired for a professional or private purpose,
hereinafter “the Buyer”.
With regard to all other contracting parties, who cannot be considered as buyers,
HUWIL GmbH’s General Terms and Conditions of sale will apply.

II. TERMINOLOGY:
When applying the Terms and Conditions of Sale, - “order confirmation” has the
following meaning: Any quotation and/or order confirmation signed for agreement
and any email approving an offer, sent to one of the Huwil email addresses.

III. ACCEPTANCE OF TERMS AND CONDITIONS OF SALE:
These General Terms and Conditions of Sale are entirely at the disposal of our clients
and may either be sent via email following a request from the Buyer, or downloaded
at any time from our website: www.hpharma.net. Huwil reserves the right to amend
or adapt these General Terms and Conditions of Sale. Placing an order implies full
and entire acceptance by the Buyer of these General Terms and Conditions of Sale.
Regardless of the Buyer’s Terms and Conditions, these Terms and Conditions of Sale
may only be overridden by express agreement obtained in advance. This agreement
must be in writing and signed by both parties, and will accompany the order. Any
derogations will only apply to the service to which they relate and may not be
invoked for subsequent orders.

IV. OFFERS AND PRICES:
4.1 Offers: All our offers are free of obligation and remain valid for 1 month. The
essential features of Huwil items, their prices, and the delivery charges are
described unequivocally, clearly and legibly on the quotation. Any presentation
photograph or design that may accompany the products on the website does
not have any contractual value. There may be slight differences between the
product presented on the www.hpharma.net website and/or in the catalogues,
and the product delivered.
4.2 Price: The price of the products sold is always shown in euros (€) and is the total
price, excluding VAT and other taxes. The price of the item does not include any
delivery or installation charges. Any order below €150.00 excluding VAT will be
subject to a fixed administrative charge of €25.00. Any non-standard change in
colour will be subject to an additional charge of 10 to 15% maximum per item,
when this can be done in our factory. For lacquer application performed by a
third party to meet tight deadlines, an additional charge of 30 to 40% may be
requested, based on the prices of the artist responsible for the new colour
requested. All prices are provided subject to obvious typographical or
calculation errors. Huwil reserves the right to amend the price of its products
without notifying the Buyer. Any price amendment/adaptation will not apply to
an ongoing project but may apply to the next order following the price
amendment.

V. PLACING AN ORDER:
All orders will only be confirmed by a returned quotation, signed for agreement by
the Buyer. The Buyer must respond within 2 days if an error is noted subsequently,
otherwise the order will be considered definitively accepted. By confirming the
order, the Buyer irrevocably acknowledges having entered into a contract of sale
with HUWIL GmbH and declares that it accepts these General Terms and Conditions
of Sale. Huwil undertakes to honour the orders received, subject to available stock.
If the product ordered is unavailable, Huwil undertakes to notify the Buyer as soon
as possible.

VI. CREATION AND DEVELOPMENT:
Huwil may, where applicable, create or adapt elements in order to meet certain
requests from the Buyer. This development will involve an additional lead time,
detailed in point 8.3.
Prior to manufacturing a personalised (e.g. colour, engraving, new measurement,
etc.) or customised item (cutouts, etc.), an outline design will be provided by the
Buyer.
No part development or colour change will be made until an order confirmation has
been signed by the Buyer. After creating a new item, the product and all the related
designs remain Huwil’s property. Huwil has the right to sell this product under its
own name to third parties.

VII. PAYMENT:
7.1 Payment date: Unless otherwise stated in writing, our invoices are payable 20
days from the invoice date. For any orders over €20,000 (twenty thousand
euros), Huwil reserves the right to request a down payment of 30% of the value
of the order.
7.2 Late payment: The products delivered remain the full property of Huwil until full
payment of the principal sum, even if these products are attached to or
incorporated in buildings belonging to the Buyer or to third parties. Invoices
unpaid on their due date shall as of right and without notice give rise to fixed
interest of 3% per month, in which each month started is considered as having
run its full course. This amount is independent of late-payment interest, legal
costs and enforcement costs. Non-payment of an invoice on its due date shall,
immediately and as of right, render payable the balance owing on all other

invoices, even those that are not yet due. The service provider reserves the right
to suspend performance of all ongoing orders until it has received full payment
of the invoice or invoices in progress. In the event of late payment, Huwil
reserves the right to request a down payment or advance payment for all orders
made subsequently, until otherwise stated on the quotation.
7.3 Payment terms: Payments must be made via European bank transfer to the
account number stated on the invoice. Cheques are not accepted and will be
returned by registered mail upon receipt, at the Buyer’s expense.

VIII. DELIVERY:
8.1Delivery terms: Huwilselects and notifies the Buyer of the most efficient method
of transport, depending on the country and the type of product ordered. For
orders delivered on a pallet, the delivery will be made via groupage on transport
equipped with a tailboard and a forklift. During delivery, the Buyer must carry
out a full examination of the parcel, in the presence of the person making the
delivery. If the goods are damaged during transport, a claim must be made as
follows: - visible damage must be notified on the CMR and signed by the carrier.
- non-visible damage, noted after opening the package, must be notified by
registered mail 8 days after delivery at the latest.
Unless otherwise stated in writing, delivery of the product is at the risk and peril
of the Buyer and takes place on the threshold of the premises. The Buyer must
ensure that the place of delivery is accessible. Failing this, the delivery charges
and the product return costs will be borne by the Buyer. If the configuration of
the premises does not permit delivery with a groupage truck, or requires lifting
equipment or other equipment, the Buyer is responsible for paying the full costs
thereof.
8.2 Delivery charges: The transport/delivery charges vary according to the type and
quantity of the order. For each order, a delivery charge will be stipulated,
following a request made to our partner carriers. Unless otherwise stipulated in
writing, the costs of delivery are borne by the Buyer.
8.3 Delivery times: The delivery times given are indicative only. They will be adhered
to as much as possible but are not binding on the seller. A delay may not under
any circumstances give rise to compensation or cancellation of an order. These
times are specific to each product and depend on the following elements: - Place
of delivery (Luxembourg or other country) - Product in stock or out of stock. -
Standard or “customised” product - In principle, delivery times vary between 7
and 15 working days after placing an order, for all products in stock. - Generally,
the delivery times for “customised” products vary between 6 and 10 weeks from
placing the order. Huwil undertakes to do everything possible to perform the
contract on time. The delivery times may be postponed by a maximum of 6
weeks, by Huwil or by the Buyer. If a delivery has to be postponed after
collection of the goods by the carrier, the storage costs will be borne by the
Buyer. Huwil undertakes to inform the Buyer of any changes to the delivery
times of the order in progress as soon as possible.

IX. RIGHT OF WITHDRAWAL:
The Buyer has the right to cancel the purchase of a standard product 2 weeks before
the scheduled delivery date at the latest, for all deliveries made on the European
continent. This right may be exercised without penalties and without giving a

reason. If the order is cancelled, or the contract is terminated by the Buyer for non-
standard products or outside the times stipulated, Huwil will, at its own discretion,

choose whether to enforce performance of the contract or cancel the sale, at cost
to the Buyer. In the latter case, the Buyer will be required to pay fixed compensation
as follows:
- Equal to the sale price, if the products are manufactured in a colour other than our
standard range.
- Equal to the sale price, if the products have been developed or a new item has
been created.
- Equal to 50% of the sale price, if the products are included in our standard range.
Huwil reserves the right to prove and claim the amount of damages actually suffered
(expenses and loss of earnings) if this sum is higher than the fixed amount of
compensation. No product returns will be accepted without prior written
agreement from Huwil. In the event of a product return, a payment of 20% is due,
calculated on the amount invoiced for administrative and other charges. Transport
charges are always payable by the Buyer. The Buyer may not exercise the right of
withdrawal for contracts to supply products manufactured to the Buyer’s
specifications or clearly personalised or which, due to their nature, may not be
redispatched or are likely to deteriorate rapidly. These are cases when HUWIL
GmbH sells a product that is made to measure or adapted to the Buyer’s specific
requests (e.g.: units cut to size, choice of a specific colour, etc.).

X. COMPLAINTS:
Any complaint regarding deliveries must be sent by registered mail within 8 days of
delivery. Any complaint regarding the content of invoices must be sent by registered
mail within 8 days of the invoice date. If no written complaint has been sent before
expiry of this deadline, the invoice will be considered definitively accepted. Making
a complaint does not discharge the Buyer from its payment obligations. Complaints
concerning hidden defects that may have appeared within 6 months of delivery
must be made exclusively by registered mail within 8 days of identification. Slight
differences in colour, format or material may occur. We reserve the right to
improve, modify and deliver our models without warning.

XI. JURISDICTION AND APPLICABLE LAW:
The law of the Grand Duchy of Luxembourg shall apply. Only the competent courts
in the Grand Duchy of Luxembourg shall have jurisdiction over disputes. The fact
that we draw bills of exchange on our buyers shall not constitute any novation of or
derogation from this clause. These Terms and Conditions of Sale and Delivery are
valid with effect from January 2017.