HDC Americas: Terms of Business - Products

HDC Americas Inc. - Terms & Conditions of Sale


  • “Buyer” means the person who buys or agrees to buy the goods from the Seller.
  • “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions confirmed in writing by the Seller.
  • ”Release” means the date specified by the Seller when the goods are ready for collection or delivery.
  • “Goods” means the articles and or services which the Buyer agrees to buy from the Seller.
  • “Price” means the price for the Goods excluding Collection and Delivery Charges, Insurance, VAT, Sales Tax or Import Duty.
  • “Seller” or “HDC” means HDC Americas Inc .
  • “Quotation” means the Seller’s specification and price for the Goods.
  • “Specification” means the dimensions, descriptions, materials, technical features, and /or art work of the Goods referred to the Quotation.
  • “Artwork” means any logo, picture, drawing, narrative or object to be incorporated in the Goods.
  • “Variations” means any changes to the Specification.
  • “Sign off” means acceptance in writing (including by electronic mail) by the Buyer of work undertaken by the Seller in producing the Goods. In “Signing off” the buyer undertakes to make payment as may be required as a Condition of sale.
  • “Force Majeur” means fire, flood, lightening, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar labour dispute or events or circumstances outside the reasonable control of the party affected thereby.

1) Imports

  1. Some of our product range are built to order and imported from countries including the USA, UK, Taiwan, Canada, Germany, France and India. Import duties, purchase taxes, and administration charges are not included in the item price, shipping or handling cost. These charges are the buyer's responsibility. Please check with your country's customs office to determine if additional apply.
  2. The Price shall be Seller’s quoted price subject to additional sums where there have been variations in specification and/or increases in materials costs, exchange rates or shipping costs.

2) Conditions Applicable

  1. These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply under any purchase order or similar or related document.
  2. All orders for Goods and acceptances of Quotation shall be accepted entirely at the discretion of the Seller, and if accepted shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
  3. Each order, which is so accepted, shall constitute an individual legal and binding contract between the Seller and the Buyer and shall be deemed as conclusive evidence of the Buyer’s acceptance of these conditions.
  4. Any variation to the Conditions (including any special terms and conditions agreed between the Buyer and Seller) shall be inapplicable unless agreed in writing.

3) Acceptance

  1. In placing an order and or acceptance of Quotation form with the Seller, the Buyer warrants that the information he has given is correct, accepts that the Quotation was based upon that information.
  2. Quotations are valid for 30-days from the date of quotation, unless otherwise agreed in writing.
  3. The Buyer is deemed to have accepted the goods once the goods have been “signed off” or delivered.

4) Release and Risk

  1. Unless otherwise stated in the Order, the price quoted excludes collection of the Buyer’s art work, delivery of the goods, agents fees, bank fees, import duty, sales taxes and / or VAT at prevailing rate.
  2. Any time or date given by the Seller for release of the goods shall be an estimate only.
  3. It is the Buyers responsibility to check that goods are in good condition upon delivery and to either refuse delivery, or note on the delivery note if the goods have been damaged in transit. HDC Americas Inc. will take no responsibility for goods damaged in transit whilst in the care of a third party shipping or delivery company.
  4. The seller cannot be held responsible for any loss or damage suffered by the buyer through late or non delivery of the Goods.
  5. Risk in Goods shall pass to the Buyer upon Release
  6. Notwithstanding that the Release of the Goods may have been delayed, the Buyer is bound to accept the Goods upon Release and pay for them in full.

5) Title and Payment

  1. Any exchange rate costs or bank transfer charges incurred are the responsibility of the customer.
  2. For United States of America transactions the Price shall be exclusive of sales tax which shall be due at the rate ruling on date of the Seller’s invoice where applicable.
  3. For transactions outside the USA the Price shall be exclusive of any national Sales Tax, Import Tax or Import Duty the payment of which will be the responsibility of the Buyer.
  4. Payment of the Price shall be due in full prior to release to the customer unless otherwise agreed in writing.
  5. In cases where it is agreed that payment is due after delivery payment is due within 30 days after the invoice date and is deemed overdue after 30 days from the invoice date.
  6. Interest on overdue invoices shall accrue day to day from the date when payment becomes due until the date the payment is received by the Seller at a rate of 8% above the Bank Base Rate. Compensation is calculated on a daily basis from the due date until full payment is received by HDC Americas and shall accrue at such rate after as well as before any judgement.
  7. Any exchange rate costs incurred or bank charges are the responsibility of the Buyer.
  8. Quotes are valid for 30 days unless otherwise agreed in writing.
  9. Title of the Goods shall rest with the Seller until such time as the buyer has paid the Price, VAT and any other monies due to the Seller.
  10. In cases where the Buyer has not paid the monies due to the Seller, even though Title has not been deemed to have reverted to the Buyer, the Seller may retain the Goods and sue the Buyer for the balance due plus costs and interest.

6) Warranty

  1. Responsibilities for guarantees and warranties lie with the original manufacturer of the goods.
  2. Goods that are built to order cannot be returned or refunded unless it is for reasons covered under the terms of the manufacturers guarantee and agreed by them.
  3. The Seller, if agreed by the original manufacturer, warrants that when released the Goods will correspond to the description given in the Quotation, subject to Variations demanded by the Buyer or as a consequence of the build process.
  4. Unless categorically written into the Quotation, the Seller does not warrant the fitness for purpose of the Goods supplied.
  5. The Seller shall free of charge either repair or at its option, replace any defective Goods that it has supplied where the defects appear under proper use within a period of twelve months from the date of Release provided that:
  6. Notice is given in writing to the Seller immediately a defect is suspected.
  7. Such defects shall be found to the Seller’s reasonable satisfaction to have been cause solely by faulty workmanship or materials.
  8. The Goods are returned at the buyers cost to the seller for inspection when requested.
  9. This warranty does not apply to either the creative art work or narrative supplied by the Buyer or third party equipment specified by the buyer.

7) Limit of liability

  1. Subject to clause 5 and notwithstanding anything contained in these conditions (other than condition 5) or the Quotation. The Sellers Liability to the Buyer in respect of the Goods in contract, tort (including negligence or breech of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods in the Quotation.

8) Confidentiality

  1. Both the seller and the buyer shall keep confidential and shall not without prior consent in writing of the other disclose to any third party any technical, financial or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods and the Quotation.

9) Intellectual Property Rights

  1. In the event that any claim is made against the Buyer for infringement of Intellectual Property Rights arising directly from the purchase of and or use by the Buyer of the Goods, the Seller will at its own expense conduct any negotiation or enter into any litigation in defence of the claim.
  2. The benefit granted in 9a. above is subject to the Buyer informing the Seller in writing at the earliest juncture of any claim action or threat of action made in this regard and on condition that the Buyer make no admission of liability or take any action other than as described here and as requested by the Seller.
  3. The provision of 9a. above shall not apply to any infringement claimed as a result of the Seller following a design or instruction issued by the Buyer.
  4. Any instruction or design issued by the Buyer to the Seller shall not be such as will cause the Seller to infringe any Intellectual Property Rights.

10) Force Majeur

  1. The Seller shall not be under any liability for any failure to perform any of its obligations due to Forces Majeur. Following notification by the Seller to the Buyer of such case, the seller shall be allowed a reasonable time to supply the Goods. “Force Majeur” means fire, flood, lightening, act of god, act of terrorism, war, rebellion, sabotage, or official or unofficial strike or similar labour dispute or events or circumstances outside the reasonable control of the party affected.

11) Applicable Law and Arbitration

  1. These Terms and Conditions of Business supersede and take precedence over any other forms of term, agreements and conditions.
  2. By choosing to accept any quote supplied by HDC Americas Inc., or by hiring, commissioning or instructing HDC Americas Inc. the Buyer by implication acknowledges and agree to these Terms and Conditions of Business.
  3. The agreement between the parties is governed by Federal law and any disputes which cannot be resolved amicably will be resolved by the courts of the US State of Delaware.
  4. Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.