1. Scope and Acceptance of the Terms
1.1 These General Terms and Conditions of Sale (“Terms”) govern the sale of goods or services by HPK Solution (“Seller”) to the customer (“Buyer”) and apply to all orders and contracts, unless otherwise agreed upon in writing between the parties.
1.2 By placing an order or entering into a contract with the Seller, the Buyer acknowledges and agrees to be bound by these Terms. Any additional or conflicting terms proposed by the Buyer shall not apply unless expressly accepted in writing by the Seller.
2. Orders and Formation of Contract
2.1 All orders placed by the Buyer shall be considered as offers to purchase the goods or services in accordance with these Terms. The Seller reserves the right to accept or reject any order in its sole discretion.
2.2 A binding contract between the Buyer and the Seller shall only be formed when the Seller accepts the Buyer’s order in writing or by delivering the goods or services, whichever occurs first.
2.3 The Seller reserves the right to make changes to the specifications, pricing, or availability of goods or services without prior notice. In the event of any such changes, the Seller will notify the Buyer and provide the option to cancel the order or proceed with the revised terms.
3. Price and Payment
3.1 The prices of goods or services shall be as stated in the Seller’s website or as agreed upon in writing between the parties. All prices are exclusive of any applicable taxes, duties, or shipping charges unless otherwise stated.
3.2 The Buyer shall make payment for the goods or services in the currency and within the timeframe specified by the Seller. Payment shall be made without any deduction, set-off, or withholding, unless otherwise agreed upon in writing by the parties.
4. Delivery and Title
4.1 The Seller shall make commercially reasonable efforts to deliver the goods or perform the services within the agreed timeframe. However, any delivery dates provided by the Seller are estimates and shall not be binding unless expressly agreed upon as a condition of the contract.
4.2 The risk of loss or damage to the goods shall pass to the Buyer upon delivery. Title to the goods shall remain with the Seller until full payment has been received by the Seller.
5. Warranty and Limitation of Liability
5.1 The Seller warrants that the goods or services shall be free from defects in materials and workmanship for a period of [insert warranty period]. The Seller’s liability under this warranty shall be limited to repairing or replacing the defective goods or re-performing the defective services, at its sole discretion.
5.2 To the maximum extent permitted by law, the Seller shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with the sale of goods or services, regardless of the cause of action.
6. Governing Law and Jurisdiction
6.1 These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of Switzerland. Any legal action or proceeding arising out of or in connection with these Terms shall be brought exclusively in the courts of Canton of Vaud, CH to the exclusion of all other jurisdictions.
7. Force Majeure
7.1 Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labor disputes, government actions, or any other event that is unforeseeable or unavoidable (“Force Majeure Event”).
7.2 In the event of a Force Majeure Event, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of the event. The obligations of the parties shall be suspended for the duration of the Force Majeure Event, and the parties shall cooperate in good faith to find a mutually acceptable solution.
8. Intellectual Property Rights
8.1 All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in the goods or services provided by the Seller shall remain the property of the Seller or its licensors.
8.2 The Buyer shall not reproduce, modify, distribute, or create derivative works based on the Seller’s intellectual property without the prior written consent of the Seller.
9.1 During the course of the business relationship, the parties may have access to confidential information belonging to the other party. The receiving party agrees to keep such information confidential and not disclose it to any third party, except as required by law or with the express written consent of the disclosing party.
10.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by applicable law.
11. Entire Agreement
11.1 These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, and agreements, whether oral or written.
11.2 No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.