Master Terms of Sale

HILLPOINTE LTD · Version 1.0 · Effective date: 9 July 2026

1. Definitions

• “Company”, “we”, “us”: HILLPOINTE LTD, company number 17330227.
• “Buyer”, “you”: the trade customer purchasing Goods from the Company.
• “Goods”: LED cabinet lights, under-cabinet fixtures, neon strips and related items supplied by the Company.
• “Master Terms”: these terms as published on the Company's website.
• “Order Terms”: the commercial terms of a specific order as set out in the pro forma invoice or order confirmation, including items, specifications, unit prices, quantities, packing, payment schedule and shipment date.
• “Pro Forma Invoice”: the document issued by the Company confirming an order and requesting payment.

2. Application

These Master Terms apply to every enquiry, quotation, pro forma invoice, order confirmation and sale of Goods by the Company. They form the framework of the trading relationship. The Order Terms complete them for each transaction. If an Order Term conflicts with a provision of these Master Terms, the Order Term prevails for that order only. The Company's registered details are shown in the footer of this page.

3. Acceptance

By requesting a quotation, placing an order, signing a pro forma invoice or accepting a quotation, the Buyer accepts these Master Terms. Any purchase order, confirmation or other document issued by the Buyer is accepted by the Company only on these terms, and any term the Buyer seeks to impose has no effect unless the Company agrees to it in writing.

4. Order process

• The Buyer sends an enquiry with items, quantities and destination.
• The Company confirms availability, packing and lead time, then issues a quotation.
• On acceptance the Company issues a pro forma invoice setting out the Order Terms.
• The order becomes binding on the Company's written confirmation or, where payment is required in advance, on receipt of cleared payment.

5. Trade customers only

The Company sells to retailers, wholesalers and project buyers acting in the course of business. The website is a trade catalogue. No online checkout is operated, no payment is taken through the website and no consumer contract is concluded on it. By ordering, the Buyer confirms that it is acting for purposes of a business and not as a consumer.

6. Product information

Specifications, dimensions, images, FOB reference prices and minimum order quantities shown on the website or in marketing material are provided for guidance. They may change between production batches. Colour temperature, brightness and finish may differ slightly from screen images. Reference prices published on the website are not offers capable of acceptance; a binding price is given only in a written quotation or pro forma invoice. Samples are available on request and may be chargeable, with the sample cost credited against a subsequent order where agreed in writing.

7. Quotations

• Quotations are valid for 30 days from the date of issue unless a different period is stated in writing.
• A quotation is not an offer capable of acceptance and does not create a binding contract until the Company issues a pro forma invoice or written order confirmation.
• Quotations are subject to availability of stock, raw materials and production capacity, and to exchange-rate movement until the order is confirmed.

8. Prices, taxes and currency

• Prices are those stated in the pro forma invoice. Currency is stated on the quotation (USD or GBP).
• Unless stated in writing, prices exclude VAT, import duties, freight, insurance, customs clearance, port charges and any tax or charge imposed in the destination country.
• Any change in duty, tax, freight or exchange rate arising after the pro forma invoice is issued and not caused by the Company is for the Buyer's account where the Order Terms so provide.

9. Minimum order quantities

Minimum order quantities are stated per item in the current product list. Mixed orders across items are accepted where the total order is confirmed in writing. An order below the stated minimum may carry a handling surcharge or be declined at the Company's discretion.

10. Order confirmation and Buyer information

The Buyer is responsible for the accuracy of specifications, quantities, delivery destination, consignee details, import documentation requirements and any labelling or artwork it supplies. The Company is not liable for loss arising from inaccurate information supplied by the Buyer. Where documents conflict, the pro forma invoice governs.

11. Payment

• Standard terms: payment in full in advance of production and shipment, as stated in the pro forma invoice.
• Where a deposit arrangement is agreed for a particular order, it is recorded in the Order Terms and the balance remains payable before shipment.
• Payment is by bank transfer to the account named on the pro forma invoice. No card payment is collected through the website and no payment is required at the enquiry stage.
• Production and shipment dates run from receipt of cleared payment and confirmation of specifications.
• The Company will not change its bank details by email alone. Any message purporting to change them must be verified by telephone before payment.
• Ownership of the Goods remains with the Company until payment is received in full.
• Overdue sums may accrue interest from the due date and may be referred for recovery, with the costs of recovery charged to the Buyer where permitted by law.

12. Delivery, Incoterms and risk

• Delivery terms follow Incoterms 2020 as stated in the quotation or pro forma invoice.
• On FOB terms, risk passes when the Goods are loaded on board the vessel at the named port of shipment. On other terms, risk passes as defined by the relevant Incoterms rule.
• The Buyer must provide complete delivery and consignee instructions in time for shipment. Delay caused by incomplete instructions is not the Company's responsibility.

13. Lead times and delay

Lead times are estimates running from receipt of cleared payment and confirmation of specifications, and are not guaranteed delivery dates. The Company is not liable for delay caused by carriers, ports, customs, weather, or any event beyond its reasonable control. Time of delivery is not of the essence unless expressly agreed in writing.

14. Import, duties and customs

Import clearance, duties, taxes, product registration and local delivery are the Buyer's responsibility unless agreed otherwise in writing. The Company supplies the commercial documents normally required for export; any additional certification must be requested before order confirmation.

15. Inspection and claims

The Buyer must inspect the Goods on arrival. Claims for shortage, transit damage or visible defect must reach the Company in writing within 7 days of delivery, supported by photographs, the packing list and, for transit damage, the carrier's record. Claims raised after that period are not accepted. Latent defects must be notified in writing within 7 days of discovery and in any event within the warranty period.

16. Warranty

The Company warrants the Goods against manufacturing defects under normal use for 12 months from delivery. The warranty does not cover misuse, incorrect voltage or wiring, unauthorised modification or repair, water ingress beyond the stated IP rating, damage in transit, normal wear, or battery capacity decline through charging cycles. Where a defect is confirmed, the Company's obligation is limited, at its option, to repair, replacement or credit of the value of the affected Goods. This is the only warranty given and, to the extent permitted by law, all other warranties are excluded.

17. Returns

As a trade supplier, the Company does not accept returns of non-defective Goods or cancellations for change of mind. Returns for confirmed defects are accepted only with a returns number issued in writing by the Company, and the Goods must be returned in their original packaging, unused and securely packed. Return carriage is arranged as stated in the returns authorisation.

18. Cancellation and amendment

Orders are produced or procured to schedule. Requests to amend must be made in writing before production or procurement begins and may change the price or lead time. If an order is cancelled after production or procurement has begun, the Buyer is charged for costs already incurred, including materials, tooling, packaging produced to the Buyer's specification and freight booked.

19. OEM, private label and artwork

Where Goods are supplied with the Buyer's brand, artwork or packaging, the Buyer warrants that it holds all necessary rights and that the materials comply with applicable law, and it indemnifies the Company against any third-party claim arising from their use. The Company may decline any marking it reasonably considers unlawful, misleading or infringing. Tooling and printing plates produced for the Buyer remain the Company's property unless agreed otherwise in writing.

20. Compliance and product documentation

The Company supplies applicable CE, UKCA and RoHS documentation where it is required for the destination named in the order. The Buyer is responsible for any registration, approval, labelling or local standard required in its market that has not been specified to the Company in writing before order confirmation. Electrical products must be installed and used in accordance with the supplied instructions and the standards of the destination market.

21. Export control and sanctions

The Buyer must not export, re-export or resell the Goods in breach of applicable export control or sanctions law, and must not deal with any person subject to sanctions imposed by the United Kingdom, the European Union or the United Nations. The Company may decline or suspend an order where compliance cannot be verified.

22. Website use and intellectual property

• The Company owns the copyright, trade marks and other rights in the website content, product images and documentation. Reproduction for commercial purposes requires written consent.
• Product images supplied for marketing use may be used by the Buyer solely to resell the Goods purchased from the Company.
• The website is provided on an “as is” basis. The Company does not warrant that it will be uninterrupted or error-free.
• Links to third-party sites are provided for convenience and the Company is not responsible for their content.

23. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for anything else that cannot lawfully be limited. Subject to that, the Company is not liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill or loss of anticipated savings, and its total liability arising out of an order is limited to the value of that order.

24. Force majeure

Neither party is liable for failure to perform caused by an event beyond its reasonable control, including fire, flood, epidemic, industrial action, shortage of materials or components, transport failure, port congestion, government action or power failure. The affected party must notify the other without delay. Where the event continues for more than 60 days, either party may cancel the affected order by written notice, and any sum paid for Goods not delivered is refunded.

25. Confidentiality

Each party keeps confidential the other's commercial information disclosed in connection with an order, including prices, volumes, artwork and customer details, and uses it only to perform that order. This obligation does not apply to information that is public, independently developed, or required to be disclosed by law or by a competent authority.

26. Notices

Notices must be in writing and sent to the Company at 3251900043@qq.com or to the Company's registered office, and to the Buyer at the contact details given in the order. Email notice is effective on the next business day after sending, unless a delivery failure is received.

27. Assignment and subcontracting

The Buyer may not assign or transfer an order without the Company's written consent. The Company may subcontract manufacture, packing, testing or carriage, and remains responsible for the performance of the order.

28. General

• Severance: if any provision is held invalid, the remaining provisions continue in force.
• Waiver: a failure or delay in exercising a right is not a waiver of it.
• Entire agreement: these Master Terms together with the Order Terms constitute the entire agreement for the order and supersede prior discussions, save that nothing limits liability for fraudulent misrepresentation.
• Third parties: no person other than the Company and the Buyer has any right to enforce these terms.
• Language: these terms are published in English. Any translation is for convenience and the English version governs.

29. Data protection

Personal data supplied to the Company is handled as described in the Company's Privacy Policy published on its website.

30. Governing law and jurisdiction

These Master Terms, the Order Terms and any dispute or claim arising out of them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that the Company may bring proceedings in any other jurisdiction to recover sums due or to protect its rights.

31. Changes to these terms

The Company may update these Master Terms from time to time. The version published on the website at the time the order is confirmed applies to that order.