General Terms and Conditions of Business of Hansgrohe Limited

As of: June 2021

I. Applicability
1. These General Terms and Conditions of Business (“GTC”) of Hansgrohe Limited (“Seller”) shall apply, to the extent that nothing to the contrary is expressly agreed in writing, to all purchase contracts and contracts for the sale of goods and materials as well as to other orders (“Order(s)”) between the Seller and customers (“Buyers”) who are not consumers (as such term is defined in the Consumer Rights Act 2015). These GTCs apply to each Order to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. These GTCs (as amended from time to time by the Seller in accordance with clause XVI.4) shall also apply in equal measure to any future business relationships with the same Buyer, even if they have not been expressly stipulated to apply.

II. Conclusion of contract
1. Any quotation from the Seller shall not constitute an offer unless such quotation is expressly designated as binding in the text of the quotation. The Buyer’s Order shall be considered a binding contractual offer, which, in the absence of any express contrary provision, shall remain valid for at least eight (8) days. The Buyer is responsible for ensuring that the particulars of the Order are complete and accurate. A contract shall be formed only when the Seller confirms the Order to the Buyer in writing (including e-mail).
2. Individual agreements shall take precedence over these GTCs, provided that such agreements are concluded in writing. These GTCs shall apply to any such agreement to the extent that such agreement.
3. Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of any goods or illustrations or descriptions of any services contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services and/or goods described in them. They shall not form part of the contract between the Seller and the Buyer or have any contractual force.

III. GOODS
1. The goods to be provided under any Order shall be as described in the Seller's catalogue [as modified by any applicable goods specification appended to such Order.
2. To the extent that any goods are to be manufactured in accordance with a goods specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other [reasonable] professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of the goods specification. This clause shall survive termination of any Order.
3. The Seller reserves the right to amend the specification of any goods if required by any applicable statutory or regulatory requirements.

IV. Scope of delivery, transportation, and passing of risk
1. Delivery of any goods by the Seller shall be “ex works”. The Buyer shall collect such goods at the Seller's premises or such other location as may be advised by the Seller (the "Collection Location") within [ ] days of the Seller notifying the Buyer that such goods are ready unless another point of shipment is agreed by the Buyer. Where it is agreed that:
a) the Buyer shall collect any goods, risk for such goods shall pass to the Buyer on loading of the goods at the Collection Location; or
b) any goods shall be shipped to an agreed location, risk for such goods shall pass to the Buyer on shipment of the goods.
If the collection or shipment (as the case may be) of any goods is delayed by any conduct of the Buyer or due to circumstances for which the Seller is not culpable then the risk shall pass to the Buyer upon the Seller's notification to the Buyer that such goods are ready for delivery.
2. To the extent not otherwise agreed by the Buyer and Seller, the Buyer shall take out transportation insurance at its own expense on the basis of customary terms and conditions therefore, which insurance shall cover transportation risk of any goods under each Order from the place of shipment to the stipulated delivery location. The cost of transportation of any goods shall be borne by the Buyer in accordance with clause VI.5.
3. Where the Buyer and the Seller have agreed that commerce terms shall apply to an order, save to the extent otherwise agreed by the Buyer and the Seller, the Incoterms rules 2010 EXW Ex Works (as published by the International Chamber of Commerce) (the "Incoterms") shall apply to each Order.
4. The Seller shall have the right to fulfil any Order by making delivery in one or more parts at the Seller's discretion. Where the Seller has delivered a part of any Order in accordance with this clause, the Seller shall be entitled to issue an invoice in relation to such part.
5. If the shipment or the delivery of any goods is delayed at the request of the Buyer or due to circumstances which originate in the Buyer’s sphere of risk and responsibility, then the Buyer shall reimburse the Seller for any warehousing expenses that have arisen, as well as the costs of interest on the capital invested in such goods. In the event of warehousing by the Seller, the claim shall amount to at least 0.5% of the still-outstanding invoice amount for each month outstanding, beginning one (1) month after notification of the readiness for delivery.
6. Where shipment or delivery of any goods is delayed in the circumstances set out in clause IV.5, the Seller shall have the right, after setting a reasonable deadline for the collection or shipment (as the case may be) of such goods. Upon the expiration of such deadline, The Seller may, at the Seller's discretion, dispose of such goods to a third party and deliver a substitute to the Buyer within a reasonably extended deadline or cancel the Order.
7. Hansgrohe will procure that the products shipped by Hansgrohe to the buyer comply with the laws and regulations of the country / countries designated by the buyer. In case the buyer - after receipt of the products - exports the products to third countries it is the obligation of the buyer to make sure that the products comply with the applicable local laws and regulations of such countries with regard to the products. If, however, the buyer chooses to export products to third countries, the buyer is solely responsible for any and all liability resulting from any non-compliance of the products.

V. Delivery deadlines and operational disruptions
1. The Seller shall have no obligation to deliver any goods under an Order until:
a) the Seller has confirmed such Order in accordance with clause II.1;
b) the Buyer has provided all documents requisite for determining the contents of the relevant Order, insofar as the Buyer shall procure such in accordance with the terms of any Order; and
c) as the case may be, after the Buyer has made any down payment to the Seller as required in accordance with the terms of such Order.
2. A delivery shall be considered complete at the point such delivery is brought to dispatch or when a notification has been made of the readiness for collection in accordance with clause IV.1. Notwithstanding any other provision of these GTCs, Any dates quoted for delivery of goods are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of goods that is caused by a force majeure event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of such goods.
3. Delivery deadlines shall be extended upon the occurrence of such circumstances for which the Seller or its suppliers are not culpable and which are of material influence upon the fabrication or the delivery of any goods (e.g., industrial unrest, force majeure, and other operational disruptions for which the Seller or its suppliers are not responsible), for the duration of the operational disruption. The Seller shall inform the Buyer about the prospective operational disruption and set a new delivery date. If such goods are undeliverable even by the new delivery date, then both parties shall have the right to cancel the contract, in whole or in part; any consideration of the Buyer’s already rendered shall be reimbursed without undue delay. Any claims for compensatory damages in lieu of performance as contemplated under clause XI shall remain unaffected.

VI. Prices and ancillary expenses
1. Deliveries shall be effected at the prices current upon entering into the contract, in accordance with the Seller’s confirmation of the order. All prices shall be valid ex works/place of delivery. All prices shall be understood to be in Euros, insofar as not otherwise marked, and to include other ancillary expenses (e.g., installation and instruction costs), as well as the statutory value-added tax and any other taxes as provided by law (e.g., customs duties, fees) in the respectively valid amount.
2. Where any Order provides that any goods are to be delivered on a date that is four months or more later than the date of such Order, the Seller reserves the right to reasonably raise the agreed price of the affected goods if fulfilling such an Order will cause the Seller to incur additional costs including, but not limited to, those due to collective bargaining agreements, market-based acquisition prices, or increases in the price of materials. If requested to do so by a Buyer, the Seller shall provide reasonable evidence of such additional costs.
3. In the event of an Order with a value below €50.00, the Seller shall invoice a €10.00 minimum-quantity surcharge. Accepted quantities that are smaller than the specified packaging units shall be processed with a 10% surcharge on the net value of the goods.
4. If a delivery is effected to a third party, then a surcharge of 10% of the net value of the goods under the relevant Order shall be invoiced.
5. For orders with a net goods value of €750.00 or more, the delivery shall be effected freight paid; in the event of a net goods value below €750.00, the freight costs shall be charged. Any express costs and fees for delivery of goods via mail shall always be borne by the person or party placing the order.

VII. Payment and default
1. Payments shall be rendered by the Buyer to the Seller without any deduction, as specified in the invoice, immediately after the latter of receipt of the invoice and delivery of the goods unless the Seller has accepted such Order on the basis that payment, in whole or in part, is to be in advance of delivery. Where such pre-payment is required, payments shall be rendered by the Buyer to the Seller without any deduction, as specified in the invoice, immediately after receipt of the invoice.
2. The Seller expressly reserves the right to accept cheques. Cheques shall only be accepted as payment after they have been redeemed. All payments are to be rendered free of expenses. In the case of cheques, the Buyer, even without any express agreement, shall also bear any discount, collection, and any other bank charges. Payments shall be initially set off against costs, then interest, and then each older main receivable.
3. In the event of default by the Buyer, default interest shall be charged at the greater of:
a) the statutory interest rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and
b) a rate of 9% annually.
4. The Buyer shall pay all amounts due under any Order in full without any set-off, counterclaim, deduction or withholding except as required by law. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5. The Buyer shall not be entitled to assign any claims without consent of the Seller.
6. Without limiting its other rights or remedies, the Seller may terminate any Order with immediate effect by giving written notice to the Buyer if:
a) the Buyer commits a material breach of its obligations under these GTCs or any Order and (if such breach is remediable) fails to remedy that breach within seven days after receipt of notice in writing to do so;
b) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
c) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
e) the Buyer (being an individual) is the subject of a bankruptcy petition or order;
f) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer (being a company);
h) the holder of a qualifying charge over the assets of the Buyer (being a company) has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
j) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause VII.5(b) to clause VII.5(i) (inclusive);
k) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
l) the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
m) the Buyer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
7. Without limiting its other rights or remedies, the Seller may terminate any Order with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under any Order on the due date for payment.

VIII. Retention of title
1. The Seller shall retain title to goods delivered pursuant to each Order until the earlier of:
a) the date on which the Seller receives payment in full satisfaction of such Order; and
b) the date on which the Buyer resells such goods, in which case title to such goods shall pass to the Buyer at the time specified in clause VIII.5(b).
2. Until title to any goods has passed to the Buyer, the Buyer shall:
c) store such goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
d) not remove, deface or obscure any identifying mark or packaging on or relating to such goods;
e) maintain such goods in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery;
f) notify the Seller immediately if it becomes subject to any of the events listed in clause VII.5(b) to clause VII.5(m); and
g) give the Seller such information relating to such goods as the Seller may require from time to time.
3. In the event of any conduct of the Buyer in contravention of any Order, including, but not limited to, default in payment, the Seller shall have the right to take back any goods subject to retention of title. In the Seller’s reclaiming or attaching the goods subject to retention of title, there shall not be any cancellation of such Order, unless the Seller expressly confirms such in writing.
4. The Buyer shall not be allowed either to pledge or to assign for security the goods subject to retention of title. In the event of pledges or any other infringements of third parties, the Buyer shall notify the Seller in writing without undue delay and to provide the Seller with all information and documents which are necessary to safeguard the Seller’s rights. Officials charged with forced execution or third parties are to be advised of the Seller’s title. Insofar as a third party is not in a position to reimburse the Seller for the in- and out-of-court costs of a third-party complaint in objection, the Buyer shall be liable for any shortage arising to the Seller, subject to the assertion of further claims for damage to, modification to, or destruction of the item itself.
5. Subject to clause VIII.6, the Buyer shall be allowed to resell and/or to process the goods subject to retention of title in the ordinary course of business (but not otherwise) However, if the Buyer resells such goods before title to such goods has passed to the Buyer in accordance with clause VIII.1:
a) it does so as principal and not as the Seller’s agent; and
b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
6. If before title to any goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause VI.5(b) to clause VI.5(m), then, without limiting any other right or remedy the Seller may have:
a) the Buyer's right to resell such goods or use them in the ordinary course of its business ceases immediately; and
b) the Seller may at any time:
i. require the Buyer to deliver up all such goods in its possession which have not been resold, or irrevocably incorporated into another product; and
ii. if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the goods are stored in order to recover them.
7. The Buyer shall be obligated upon demand by the Seller to provide a precise list of receivables to which the Seller is entitled, with the names and addresses of the customers, the amount of the individual receivables, the invoice dates, etc.; to issue the Seller all of the information necessary to enforce the assigned receivable; to permit review of this information; and to disclose the assignment to the customers.
8. The Buyer hereby declares its understanding that the persons charged by the Seller with picking up the goods subject to retention of title, may enter or drive into the building or the premises, in or at which the goods subject to retention of title are located, in order to repossess the goods subject to retention of title.

IX. Claims for defects – limitation period
1. The Seller warrants that on delivery the goods[, and for a period of [12] months from the date of delivery (warranty period),] delivered under an Order shall:
a) conform in all material respects with their description and any applicable goods specification;
b) be free from material defects in design, material and workmanship;
c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
d) be fit for any purpose held out by the Seller.
2. Subject to clause IX.3, if:
a) the Buyer gives notice in writing within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in clause IX.1;
b) the Seller is given a reasonable opportunity of examining such goods; and
c) the Buyer (if asked to do so by the Buyer) returns such goods to the Seller's place of business at the Buyer's cost,
the Seller shall, at its option, repair or replace the defective goods, or refund the price of the defective goods in full.
3. The Seller shall not be liable for the goods' failure to comply with the warranty in clause IX.1 if:
a) the Buyer makes any further use of such goods after giving a notice in accordance with clause IX.2;
b) the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice;
c) the defect arises as a result of the Seller following any drawing, design or goods specification supplied by the Buyer;
d) the Buyer alters or repairs such goods without the written consent of the Seller;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; and/or
f) the goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4. Except as provided in this clause IX., the Seller shall have no liability to the Buyer in respect of the goods' failure to comply with the warranty set out in clause IX.1.
5. The terms of these GTCs shall apply to any repaired or replacement goods supplied by the Seller under clause IX.2.

X. Returns
1. Goods delivered by the Seller shall not be taken back by the Buyer, unless there exists an appropriate claim of the Buyer (e.g., due to cancellation on account of failed subsequent performance).
2. The Seller may, at the Seller's discretion, agree to accept a return provided that appropriate recompense (as a rule, 25% of the net worth of the goods) shall be levied for this purpose within the framework of a corresponding agreement. The risk of transportation and the costs of transportation shall be borne by the Buyer.

XI. Liability of the Seller
1. Nothing in these Conditions shall limit or exclude the Seller's liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
e) defective products under the Consumer Protection Act 1987.
2. Subject to clause XI. 1, if the Seller fails to deliver any goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods agreed in the Order. The Seller shall have no liability for any failure to deliver such goods to the extent that such failure is caused by force majeure, the Buyer's failure to provide the Seller with adequate delivery instructions for the goods or any relevant instruction related to the supply of the goods.
3. Subject to clause XI. 1:
a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Order; and
b) the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £[AMOUNT].
4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these GTCs and any Order.

XII. Rescission of the purchase contract
5. In the event of rescission of any Order (e.g., due to cancellation of one of the contracting parties), the Buyer shall be obligated, irrespective of the remaining process as contemplated under the following paragraphs, to surrender the goods already delivered under such Order to the Seller in advance. The Seller shall have the right to have the deliverable picked up from the Buyer’s premises.
6. Furthermore, the Seller shall be able to demand reasonable compensatory payment from the Buyer for any deterioration or destruction of such goods, or anything occurring or having occurred that renders surrender of the goods impossible for another reason, which occurrence lies within the sphere of the Buyer’s risk or responsibility. In addition, the Seller shall be able to demand compensatory payment for the use or the usage of the goods if the value of the deliverable has declined between the completion of its installation and its completed, immediate repossession by the Seller. This decline in value shall be computed from the difference of the total price in accordance with the order and the current fair value as it is determined by the sales proceeds or, if a sale is not possible, through the estimate of a sworn expert.

XIII. Assignment
No assignment of rights and/or transfer of the duties of the Buyer arising from this contract shall be permissible without the written consent of the Seller

XIV. Export control provisions
1. The goods to be delivered under any Order may be subject to the export control provisions of the Federal Republic of Germany, of the United Kingdom of Great Britain and Northern Ireland, of the European Union, of the United States of America, or of other countries.
2. In the event of a subsequent export of any goods to a foreign country, the Buyer shall be responsible for compliance with the provisions of local law.

XVI. General, Place of jurisdiction and applicable law
1. If any provision or part-provision of these GTCs or any Order is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the GTCs or any Order.
2. If any provision or part-provision of these GTCs or any Order is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
3. A waiver of any right under an Order, these GTCs or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under an Order, these GTCs or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
4. The Seller may amend these GTCs from time to time by notice to the Buyer (which notice may be by email). Except as set out in these GTCs, no variation of these GTCs or an Order Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
5. The Seller may at any time, without notice to the Buyer, set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Seller may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Seller of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
6. A person who is not a party to an Order shall not have any rights to enforce such order or these GTCs.
7. These GTCs and any Order and any dispute or claim arising out of or in connection with these GTCs and any Order or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
8. Each party irrevocably agrees that the courts of Surrey shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these GTCs and any Order or their subject matter or formation (including non-contractual disputes or claims).
Hansgrohe Limited
Units D1/D2, Sandown Park Trading Estate, Royal Mills,Esher, Surrey, United Kingdom KT10 8BL, United Kingdom

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