1. INTRODUCTION

1.1 Parties & Scope. Hupo Philippines Inc. (“Hupo Philippines”, “we”, “us”, “our”) provides custom bathroom and architectural solutions (e.g., shower enclosures, mirrors, LED mirrors, accessories, related services). These Terms of Service (“Terms”) govern all quotations, orders, manufacture, delivery, installation, after-sales, payments, warranties, and related dealings with the client (“Client”).

1.2 Offer/Acceptance. By signing a quotation/proposal, approving shop drawings, sending a purchase order, paying any amount, or accepting delivery/installation, Client agrees to be bound by these Terms. Any terms not expressly stated here are void unless in a written agreement signed by both Parties.

1.3 Entire Agreement & Priority. These Terms prevail over any contrary terms in Client POs, emails, or conversations unless a later, signed agreement states otherwise.

1.4 Governing Law. These Terms are governed by the laws of the Republic of the Philippines.

2. QUOTATIONS & VALIDITY

2.1 Validity & Basis. Unless otherwise stated, quotations are valid for 15 calendar days from issuance, subject to errors and price changes in materials, FX, or logistics.

2.2 Assumptions. Quotes assume (a) standard site conditions; (b) working hours 9:00–17:00, Mon–Fri; (c) unobstructed access; (d) suitable power/water, staging and safe workspace provided by Client.

2.3 Exclusions (Unless Stated). Civil/MEPF works, waterproofing, permits, scaffolding, hoisting, cranage, painting, tiling, sealing beyond our scope, protective films after turnover, specialty insurance, and any third-party charges.

3. ACCEPTANCE & CLIENT RESPONSIBILITIES

3.1 Accuracy & Readiness. By accepting the Offer, Client confirms products, quantities, dimensions, finishes, pricing, and schedule are accurate and site will be ready on the agreed dates.

3.2 Access & Safety. Client will provide safe access, elevators/hoists (if any), parking/permit arrangements, and secure storage area. Client bears any building/association fees.

3.3 Permits & Clearances. Client is responsible for permits/approvals not expressly included.

4. PAYMENT TERMS

4.1 Milestones (Default):

• 50% Down Payment upon acceptance (triggers drafting & measurement scheduling).
• 50% Balance upon delivery or completion of works, at Hupo Philippines’ option.
  4.2 Pre-Delivery Settlement. Full payment is required prior to delivery/installation.
  4.3 Non-Payment Remedies. If Client fails to pay amounts when due, we may suspend works, withhold delivery, repossess products not fully paid, and/or demobilize. Client irrevocably authorizes site re-entry to remove unpaid goods, subject to law.
  4.4 Late Interest & Costs. Overdue amounts accrue interest at 12% p.a. (or legal maximum, whichever lower). Client shall pay all collection costs, attorney’s fees, and court/CIAC costs.
  4.5 Retention of Title. Ownership passes only upon full and final payment. Risk transfers per Clause 10/11 as applicable. Client shall not sell, encumber, or install unpaid goods without our written consent.

5. SHOP DRAWINGS & VARIATIONS

5.1 Preparation & Timeline. Shop drawings are prepared from final site measures or confirmed specs and typically issued within 3–5 business days from Down Payment (subject to complexity).

5.2 Approval Controls Production. Production starts only after written approval of drawings. Approved drawings are final; later changes are variations.

5.3 Client Review Duty. Client must verify dimensions, glass type, hardware finish, cut-outs, hinge/pivot orientation, placements, and tolerances.

5.4 Variations & Change Orders. Any change after approval is subject to (a) written Change Order, (b) price/schedule adjustment, (c) reset lead time, and (d) variation fee(s).

5.5 Design/IP. Shop drawings, renderings, photos, jigs, and methods are Hupo Philippines’ intellectual property. No reproduction/disclosure to third parties without our written consent.

6. TAXES

6.1 VAT & Taxes. Prices are exclusive of VAT and applicable taxes unless stated. 

7. LEAD TIMES & STORAGE

7.1 Lead Time Start. Lead times (typically 30–90 days) begin after (a) shop drawing approval, (b) all selections/clarifications, and (c) required payments.

7.2 Client Delays. Missing data, unpaid balances, site unreadiness, or approvals delay start/finish and do not entitle Client to penalties.

7.3 Storage Fees. If delivery/installation is deferred >7 days after readiness due to Client, a storage/holding fee of ₱1,500 per day or 1% of contract value per week (whichever is higher) applies; risk of deterioration passes to Client.

8. CANCELLATIONS & REFUNDS

8.1 Custom Nature. All products are custom to Client’s specs. No cancellations or refunds after any payment.

8.2 Pre-Production Changes. Before production, changes may be considered at our sole discretion and may carry administrative/material/labor charges.

8.3 After Production Starts. Once glass cut/fabrication begins, order is final and irrevocable.

9. DELIVERY, RISK & INSURANCE (SHIP-OUT)

9.1 Ship-Out by Client Specs. If Client opts for shipment (no site measure/install by us), Client warrants all measurements and compatibility; errors are solely Client’s risk.

9.2 Delivery Window. After approval, we endeavor to ship within 25–30 days; dates are estimates only.

9.3 Risk of Loss. Risk transfers to Client upon handover to carrier. Basic cargo insurance is included up to policy limits.

9.4 Inspection on Receipt. Client must note visible loss/damage on waybill and notify us within 24 hours. Missing this window may bar claims.

10. INSTALLATION SERVICES (ONSITE)

10.1 Scheduling. Installation is scheduled upon readiness and payment compliance. Client changes within 48 hours of the slot incur a re-scheduling fee: ₱3,500.

10.2 Site Readiness. Client warrants walls/floors/tiles are structurally sound, plumb/square within tolerances, waterproofed, and free of obstructions.

10.3 Inspection & Acceptance. Joint punchlisting occurs upon completion. Client’s sign-off (or use/beneficial occupancy or non-objection 48 hours after completion notice) constitutes acceptance except latent defects.

10.4 Workmanship Rectification. Verified workmanship defects will be corrected within reasonable time; industry-normal tolerances are not defects.

10.5 Damage Limits. We are liable only for direct damage proximately caused by our gross negligence or willful misconduct. No liability for pre-existing defects or concealed hazards (pipes, cables, reinforcement).

11. GLASS & MIRROR SPECIFICATIONS

11.1 Industry Tolerances. Minor blemishes within accepted industry standards are normal. No defects visible at 11 feet under normal lighting is the standard. Tempered glass may show slight bow/warp; ±1/8” cutting tolerance applies.

11.2 Tint/Color. Greenish hue in standard glass or variations in ultra-clear glass are natural and not defects.

11.3 Seals & Gaps. Typical gaps: 1/16”–3/8” (edges), 3/8”–1/2” (pivots/hinges). Vinyl sweeps/seals/stops are consumables and excluded from warranty.

12. INSTALLATIONS & REPAIRS – SPECIAL CONDITIONS

12.1 “Tight as Possible.” Uneven walls/tiles/floors may cause unavoidable gaps/leaks. We are not liable for water egress caused by out-of-plumb/level substrates.

12.2 Drilling Risks. Drilling on tile/marble/granite/fiberglass carries risk (especially over hidden pipes). Client must disclose as-built risks. We are not liable for concealed conditions or prior substandard works.

12.3 Thresholds/Water Bars. Where sill pitch is incorrect, we may recommend thresholds/water bars. If declined, leakage is Client’s risk; re-visits are billable.

12.4 Attendance Failure Fees. If our team arrives and (a) Client/rep is absent, or (b) site is not ready/safe, call-out penalty: ₱6,000 plus actual costs.

13. AFTER-SALES SERVICE, MOBILIZATION & CALL-OUT FEES

13.1 Coverage. After-sales applies to (a) in-warranty defect assessment, and (b) out-of-warranty service requests, adjustments, and replacements.

13.2 Mobilization / Call-Out Rates (Metro Manila):

• Inspection/Diagnosis: ₱2,500 weekday; ₱3,500 weekend/holiday.
• Mobilization (per visit): ₱3,500 (includes first 10 km point-to-point).
• Technician Labor: ₱950/hour per tech (1-hour minimum).
• Materials/Consumables/Seals: Charged at prevailing rates.
  13.3 Outside Metro Manila: Additional ₱35/km one-way from our hub plus per diem, tolls, parking, ferry/airfare where applicable.
  13.4 Warranty vs. Chargeable. If a visit confirms a manufacturing defect covered by warranty, reasonable mobilization and labor are waived. If not, or if the issue is due to misuse, third-party alteration, cleaning chemicals, impact, or site conditions, standard charges apply.
  13.5 Missed Appointment. No-show or late cancellation (<24 hours) incurs ₱3,500 re-scheduling plus actual mobilization costs.

14. REMOVALS & DISMANTLING

14.1 Limited Responsibility. Removing existing units can reveal discoloration, holes, or damage. We are not responsible for such conditions or collateral effects.

14.2 Disposal. Disposal of old materials is chargeable unless expressly included.

15. WARRANTIES & CARE

15.1 Shower Enclosures (Hardware & Workmanship). One (1) year from installation against manufacturing defects attributable solely to us. Remedy is repair or replacement at our option.

15.2 LED Mirrors (Electronics). Two (2) years from installation for electronic components (LED strips, switches, LED drivers) against manufacturing defects. Mirror glass itself, stains, rusting, or breakage are not covered as these often result from mishandling, improper cleaning, moisture ingress from site, or impact.

15.3 Exclusions. Consumables (vinyls, seals, stops), silicone mold/mildew, surface corrosion from harsh chemicals, scratches/chips after custody transfer, acts of God, misuse, alteration by others, or non-compliant maintenance.

15.4 Glass Breakage. No warranty for glass breakage/chipping after custody transfer or acceptance, unless directly caused by our gross negligence.

15.5 Care & Cleaning. Use non-abrasive, pH-neutral cleaners; avoid ammonia/acid/chlorine/bleach. Failure to follow care guidelines voids warranty.

15.6 Surface Coatings (GlassGuard / SteelGuard). Where applied, we guarantee the coating only for its intended effect subject to routine care and Hupo Philippines’ instructions. Coatings are not covered by product warranty; life depends on maintenance, chemistry, and usage.

16. LIMITATION OF LIABILITY

16.1 Cap. To the extent permitted by law, our total liability for any claim is capped at the amount actually paid for the specific goods/services giving rise to the claim.

16.2 Exclusion of Damages. No liability for special, indirect, incidental, consequential, or punitive damages (e.g., lost profits, downtime, rework by others).

16.3 Time Bar. Any action must be filed within 90 days from delivery/installation completion or within the warranty period for covered defects—whichever is earlier.

16.4 Third Parties. No liability for third-party carriers, non-authorized installers, or contractors engaged by Client.

17. CLIENT CONDUCT, DISPARAGEMENT & ISSUE RESOLUTION

17.1 Good-Faith Escalation. Client agrees to first provide us a written notice of issues and a reasonable cure period (15 days) before posting public complaints.

17.2 No Defamation. False or malicious statements may give rise to civil/criminal liability under PH law. We reserve remedies including injunctive relief and damages (Civil Code Art. 2219[7]).

17.3 Reviews. Fair, accurate reviews are respected; however, misleading or materially incomplete posts after we have been denied a cure period constitute material breach.

18. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Hupo Philippines and its officers/employees/agents against claims, losses, damages, liabilities, and costs (including attorney’s fees) arising from: (a) Client breach of these Terms; (b) Client negligence/misuse; (c) third-party claims related to Client’s use/site conditions—except to the extent caused solely by our gross negligence or willful misconduct. Survives termination.

19. FORCE MAJEURE

No Party is liable for delays/failures due to events beyond reasonable control (e.g., acts of God, calamities, epidemics, war, terrorism, government orders, strikes, material shortages, transport failures). Performance is suspended during the event; timelines extend accordingly.

20. DATA PRIVACY & CONFIDENTIALITY

20.1 Confidentiality. Non-public business/technical information exchanged shall be kept confidential and used only for performance of the order.

20.2 Data Privacy. We process personal data in accordance with the Data Privacy Act of 2012 and relevant IRRs, for legitimate business purposes (order processing, installation scheduling, after-sales, billing, and compliance). Client consents to such processing and to reasonable sharing with carriers/subcontractors strictly to perform the contract.

20.3 Records. We may retain project records (drawings, photos, logs) for quality, portfolio, and legal purposes.

21. PORTFOLIO USE & PHOTOGRAPHY

Unless Client objects in writing before turnover, Client grants us a non-exclusive right to photograph completed works and use images (without personal identifiers) for portfolio, proposals, and marketing (print/digital), provided we do not disclose Client’s confidential information.

22. NO-SOLICITATION

During the project and for 12 months after its completion, Client shall not directly hire or solicit employment/engagement of any Hupo Philippines employee or dedicated subcontractor who worked on the project, unless consented in writing. If breached, a fee equal to six (6) months of the person’s last gross compensation is due as liquidated damages.

23. DISPUTE RESOLUTION, VENUE & FEES

23.1 Venue. Exclusive venue is the proper courts of Taytay, Rizal, Philippines, subject to Clause 23.2.

23.2 Mediation/Arbitration (at Hupo Option). At our option, disputes shall first be submitted to the Construction Industry Arbitration Commission (CIAC) for mediation or binding arbitration. CIAC decisions are final and binding subject to lawful remedies.

23.3 Attorney’s Fees & Liquidated Damages. If we pursue judicial/arbitral relief to enforce these Terms, Client shall pay reasonable attorney’s fees, costs of suit, and 10% of the amount due as liquidated damages where lawful.

24. NOTICES

Notices must be in writing and sent via (a) personal delivery with acknowledgment, (b) courier with tracking, or (c) email to the contacts stated in the quotation/PO. Email notice is deemed received on the next business day unless a bounce-back occurs.

25. ASSIGNMENT & SUBCONTRACTING

We may assign or subcontract parts of the works to qualified partners while remaining responsible for overall performance. Client may not assign rights or obligations without our prior written consent.

26. SEVERABILITY; WAIVER; AMENDMENTS

If any provision is invalid/unenforceable, the remainder remains effective. No waiver is effective unless in writing. Amendments must be written and signed by both Parties.

27. INTERPRETATION

Headings are for convenience only. Any ambiguity shall not be construed against Hupo Philippines as drafter. The English version governs.

28. CLIENT ACKNOWLEDGMENT

Client acknowledges reading, understanding, and agreeing to these Terms; that products are custom-made; that delays may occur due to site conditions, approvals, and Force Majeure; and that warranties and liabilities are limited as expressly stated.