1. INTRODUCTION

1.1 Purpose.

Hupo Philippines Inc. (hereinafter “Hupo Philippines”) is a premier provider of custom bathroom solutions. These Terms and Conditions, unless superseded by a separate written agreement duly executed by both Parties, shall govern and delineate the respective rights, responsibilities, and obligations of Hupo Philippines and the Client (hereinafter collectively referred to as the “Parties”) in relation to any ordering, manufacturing, shipping, delivery, installation, payment, warranty, dispute resolution, or other matters arising out of or connected with the business dealings between Hupo Philippines and the Client.

1.2 Acknowledgment and Binding Effect.

The Client hereby acknowledges that it has read, fully understands, and expressly agrees to be bound by all provisions contained herein. By accepting any quote, proposal, or offer made by Hupo Philippines, or by remitting any form of payment in connection with such quote, proposal, or offer, the Client creates a legally binding contract governed by these Terms and Conditions. The Client further acknowledges and agrees that any oral statements, representations, or assurances not contained herein shall be of no legal force or effect unless subsequently reduced to a written document signed by both Parties.

1.3 Governing Law and Interpretation.

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to any conflict-of-law principles. In the event of any inconsistency between these Terms and Conditions and any other document, instrument, or communication, these Terms and Conditions shall prevail unless expressly modified or superseded by a separate written agreement signed by authorized representatives of both Parties.

2. QUOTATION ACCEPTANCE

2.1 Method of Acceptance. Acceptance of any quotation (the “Offer”) may be effected electronically (e.g., via email) or by executing a written document. Any such acceptance shall constitute the Client’s unequivocal agreement to be bound by the provisions herein.

2.2 Representation of Readiness. By accepting the Offer, the Client warrants that it has fully reviewed the description of products, quantities, dimensions, prices, delivery schedules, and any special instructions as contained in the Offer, and deems them accurate, sufficient, and acceptable.

2.3 Binding Nature. The Client’s acceptance (whether electronic or written) creates a binding Agreement; the Client thereby expressly waives any contention that it has not been afforded an opportunity to negotiate or clarify these Terms and Conditions prior to acceptance.

2.4 Revisions Prior to Acceptance. Any material alterations, modifications, or other amendments must be in writing and countersigned by both Parties. No oral representations shall modify these Terms and Conditions.

3. PAYMENT TERMS

3.1 Payment Schedule. The Client shall remit payments to Hupo Philippines in accordance with the following schedule:

• Initial Payment: Fifty percent (50%) of the total contract price (“Total Price”) upon acceptance of the Offer (“Down Payment”).
• Remaining Balance: Fifty percent (50%) of the Total Price upon confirmation of delivery or completion of works as determined by Hupo Philippines.

3.2 Additional Provisions.

• Full Payment Requirement: In the absence of a prearranged credit facility formally documented with Hupo Philippines, all orders must be settled in full prior to delivery and/or final completion.
• Non-Payment: If the Client fails to pay the remaining balance at the time of completion or when due, Hupo Philippines reserves the right, at its sole discretion, to remove, repossess, or otherwise withhold the delivered products. The Client hereby consents to such removal and waives any legal claim arising therefrom, subject to limitations under applicable law.

3.3 Late Fees and Penalties. Hupo Philippines may, at its discretion, impose interest on overdue amounts at the rate of twelve percent (12%) per annum or the maximum rate permissible by law, whichever is lower. The Client shall bear all costs of collection, including reasonable attorney’s fees and other legal expenses, should enforcement be necessary.

4. SHOP DRAWINGS

4.1 Preparation. Hupo Philippines shall prepare shop drawings based on final on-site measurements or confirmed specifications. Such drawings shall ordinarily be submitted to the Client within three (3) to five (5) business days from receipt of the Down Payment, subject to project complexity.

4.2 Client Approval.

• Review and Verification: The Client shall promptly review all dimensions, configurations, and other technical details reflected in the shop drawing to ensure accuracy and suitability.
• Final Sign-Off: Upon written or electronic approval of the shop drawing, Hupo Philippines shall commence production. The Client’s approval signifies acceptance and confirmation that all details are correct; any subsequent changes shall be treated as variations potentially incurring additional costs.

4.3 Reliance on Approved Drawings. Hupo Philippines shall rely exclusively on the approved shop drawing in manufacturing and installing the product. The Client assumes full responsibility for any errors, omissions, or inconsistencies not identified prior to providing approval.

5. SALES TAX

5.1 Imposition of Taxes. The Client acknowledges that Hupo Philippines is obligated to collect and remit any sales tax or similar taxes imposed by applicable Philippine laws on orders shipped to, delivered to, or picked up by the Client, unless validly exempted.

5.2 Exemption Requirements. If the Client claims a tax exemption, the Client shall provide all required documentation in a timely manner. Absent sufficient proof of exemption, Hupo Philippines shall charge the applicable tax.

6. INSTALLATION SERVICES

6.1 Installation Schedule.

• Proposed Date: Hupo Philippines shall endeavor to provide an installation date once products are ready.
• Access to Premises: The Client shall ensure the site is accessible and safe on the scheduled date and time. Any rescheduling by the Client requires at least forty-eight (48) hours’ notice; otherwise, a re-scheduling fee of Three Thousand Five Hundred Pesos (PHP 3,500.00) may apply.

6.2 Site Preparation and Responsibility.

• The Client shall ensure the installation area is structurally sound, free from obstructions, and consistent with the approved measurements.
• Hupo Philippines disclaims any liability for structural deficiencies or latent conditions on-site.

6.3 Inspection and Acceptance.

• Upon completion, the Client shall inspect the installation in the presence of a Hupo Philippines representative.
• The Client’s written or electronic sign-off shall constitute conclusive acceptance that the installation conforms to agreed specifications, barring latent defects undetectable upon reasonable inspection.

6.4 Adjustments and Corrections.

• Hupo Philippines shall correct any verifiable defects arising from its workmanship identified during the post-installation inspection, subject to the warranty limitations set forth herein.
• The Client agrees that minor discrepancies related to typical industry tolerances do not constitute valid grounds for rejection or remedial work.

6.5 Liability for Damage.

• Hupo Philippines is only liable for direct damage proximately caused by its gross negligence or willful misconduct during installation.
• Under no circumstances shall Hupo Philippines be liable for pre-existing structural defects, concealed hazards (including hidden pipes or cables), or any information inaccurately provided by the Client.

7. SHIP-OUT ORDERS AND DELIVERIES

7.1 Client-Provided Measurements. Where the Client elects shipment without Hupo Philippines’ on-site measurement or installation, the Client warrants the accuracy of all measurements provided. Any inaccuracies shall be the Client’s sole responsibility.

7.2 Delivery Timeline. Upon the Client’s approval of the shop drawing, Hupo Philippines shall produce and endeavor to ship the products within twenty-five (25) to thirty (30) days. Any stated delivery dates are approximate estimates and are not guaranteed.

7.3 Risk of Loss and Cargo Insurance.

• All deliveries include cargo insurance coverage up to the policy limits. Hupo Philippines shall not be liable for courier delays or damages once the goods are handed over to the carrier.
• The Client must inspect the goods upon receipt and notify Hupo Philippines within twenty-four (24) hours of any visible damage or loss. Failure to do so may preclude an insurance claim.

8. LEAD TIME

8.1 Commencement. The standard lead time for completion ranges from thirty (30) to ninety (90) days, subject to the project’s complexity and quantity, and commences only upon the Client’s approval of the final shop drawing.

8.2 Revisions After Approval. If the Client requests changes after the shop drawing has been approved, Hupo Philippines may reset the lead time at its discretion. The Client acknowledges that such revisions may also entail additional costs.

8.3 Non-Commencement on Down Payment Alone. Lead times do not begin upon mere receipt of the Down Payment but rather only when all data, approvals, and clarifications are secured. Any Client delay in furnishing required approvals or information shall correspondingly extend the lead time.

9. CANCELLATIONS, REFUNDS, AND ORDER CHANGES

9.1 No Cancellation or Refund After Payment.

The Client acknowledges that all shower doors, glass products, and related items supplied by Hupo Philippines are custom-manufactured according to the Client’s unique specifications. Accordingly, upon remittance of any payment for the order, the Client shall have no right to cancel or seek a refund of any amount paid. The Client’s decision not to take delivery or refusal to permit installation shall not release it from any payment obligations.

9.2 Permissible Changes Prior to Production.

Provided that production (including, but not limited to, the cutting or fabrication of glass) has not yet commenced, the Client may submit written requests to alter specifications, design details, or other components of the order. Hupo Philippines, in its sole discretion, may approve or reject such requests. Any approved alteration may be subject to additional costs, including but not limited to revised labor, materials, or administrative fees, which the Client must pay as a condition of implementing the requested change.

9.3 Irrevocability Upon Production Commencement.

Once production (including, but not limited to, glass cutting or fabrication) has commenced, no further modifications, cancellations, or refunds shall be permitted, and all payments previously made remain strictly non-refundable. Hupo Philippines bears no responsibility for re-purposing or selling any custom-fabricated items that the Client fails or refuses to accept. However, the Client may place a new order for any additional or revised specifications, subject to Hupo Philippines’ prevailing terms, conditions, and pricing.

10. DELAYS

10.1 Unforeseen Events. Hupo Philippines shall not be liable for delays arising from acts of God, weather, strikes, labor disputes, third-party carrier failures, equipment malfunctions, shortages of materials, or other circumstances beyond its reasonable control (“Force Majeure Events”).

10.2 Notification. In the event of any potential or actual delay, Hupo Philippines shall endeavor to notify the Client in a timely manner and provide either a revised completion or delivery date.

10.3 No Damages for Delay. The Client shall not be entitled to claim any special, incidental, or consequential damages, including loss of profits or opportunity, based on delays attributable to Force Majeure Events or other causes not solely and directly arising from Hupo Philippines’ gross negligence.

11. GLASS AND MIRROR SPECIFICATIONS

11.1 Inherent Characteristics.

• Glass may contain minor flaws or blemishes within industry-accepted tolerance levels. As per international standards, no defects should be visible when viewed from eleven (11) feet under normal lighting.
• Tempered glass can exhibit minor warping or dimensional variances (±⅛” cutting tolerance).

11.2 Glass Tint and Color Variation. The natural greenish hue in standard glass may vary due to thickness or size; ultra-clear glass similarly may display a lesser hue. The Client acknowledges such variations are natural and shall not form the basis for any claim or refund request.

11.3 Vinyl Seals and Gaps.

• Vertical or horizontal gaps may range from 1/16” to ⅜” for door edges, and from 3/8” to ½” for pivots or wall-mounted hinges.
• Vinyl sweeps, seals, and door stops are wear-and-tear items that deteriorate over time, are not covered by warranty, and require periodic replacement by the Client.

12. INSTALLATIONS AND REPAIRS

12.1 “Tight as Possible” Fit. Hupo Philippines shall endeavor to achieve a snug fit; however, the Client acknowledges that walls, tiles, or floors may be uneven. The Company disclaims liability for water leakage or gaps resulting from structural irregularities outside its control.

12.2 Drilling and Alterations.

• Certain installations necessitate drilling into tile, marble, granite, fiberglass, or similar surfaces. The Client accepts the inherent risk of cracking or minor damage in such operations, especially in hidden pipe areas.
• Hupo Philippines is not liable for concealed conditions or prior substandard construction (e.g., incorrect tile pitch, hidden pipes). The Client must promptly inform Hupo Philippines of any suspected hazards before design finalization and drilling.

12.3 Threshold Installations. In cases of incorrectly pitched sills or curbs, Hupo Philippines may install a threshold to mitigate leaking. If the Client refuses this threshold and subsequent water leakage ensues, Hupo Philippines bears no liability and reserves the right to charge a service fee for re-visits or modifications.

12.4 Scheduling and Service Fees.

• The Client shall provide at least twenty-four (24) hours’ notice for canceling or rescheduling an installation or repair appointment. Absent such notice, a re-scheduling fee of Three Thousand Five Hundred Pesos (PHP 3,500.00) will be applied.
• If Hupo Philippines personnel arrive at the scheduled date and time and the Client (or authorized representative) is unavailable or absent, a penalty of Six Thousand Pesos (PHP 6,000.00) shall be charged for restocking and scheduling disruptions.

13. REMOVALS AND DISMANTLING

13.1 Limited Responsibility for Damages. Should Hupo Philippines remove an existing glass product, it shall not be liable for damage to walls, tiles, furniture, or other items. Variations in discoloration or holes previously hidden behind old units are not the Company’s responsibility.

13.2 Disposal of Old Materials. At the Client’s request, and subject to additional fees (if any), Hupo Philippines may dispose of old or removed materials. The Client agrees to bear all disposal costs unless explicitly waived by the Company in writing.

14. WARRANTIES AND MAINTENANCE

14.1 Warranty for Shower Enclosures.

• Hupo Philippines warrants its shower door installations and associated hardware for a period of one (1) year from the date of installation against manufacturing defects attributable solely to Hupo Philippines.
• Remedies under this warranty are limited to repair or replacement (at Hupo Philippines’ option), provided the defect is reported within the warranty period.

14.2 Warranty for LED Mirrors.

• LED mirrors and associated electronics carry a two (2)-year warranty from the date of installation for manufacturing or material defects.
• Claims must be submitted within the warranty period and will be handled at no cost for parts and labor if it is confirmed to be a manufacturing fault.

14.3 Exclusions. Vinyl sweeps, seals, door stops, mold or mildew on silicone or tile, ordinary wear and tear, misuse, chemical damage, acts of nature, or any condition not directly caused by Hupo Philippines’ gross negligence are expressly excluded from the warranty.

14.4 Glass Breakage and Minor Defects.

• Hupo Philippines does not warranty glass breakage or chipping once the product leaves its custody or after installation, unless directly caused by the Company’s gross negligence.
• Minor hairline scratches or embedded dots consistent with accepted industry standards shall not be grounds for a warranty claim.

14.5 Maintenance.

• The Client agrees to maintain the installed product(s) in accordance with standard industry practices, including regular cleaning with non-abrasive solutions.
• Any improper maintenance or misuse shall void applicable warranties.

14.6 GlassGuard and SteelGuard. Where applied, any 3-year warranty for GlassGuard or SteelGuard coating is subject to routine care in accordance with Hupo Philippines’ instructions. Failure to adhere to prescribed cleaning methods voids said warranty.

15. LIMITATION OF LIABILITY

15.1 Monetary Cap. To the fullest extent permitted by law, Hupo Philippines’ cumulative liability for any claim, whether in contract, tort, strict liability, or otherwise, shall not exceed the amount actually paid by the Client for the specific goods or services giving rise to the claim.

15.2 Exclusion of Certain Damages. In no event shall Hupo Philippines be liable for any special, indirect, consequential, or punitive damages, including but not limited to lost profits, loss of use, or loss of opportunities, even if advised of the possibility of such damages.

15.3 Time Bar. Any action by the Client arising out of or related to the transaction contemplated herein must be initiated within ninety (90) days from the date of delivery and/or completion of installation, or within the applicable warranty period for covered defects, whichever is earlier.

15.4 No Liability for Third Parties. Hupo Philippines assumes no liability for acts or omissions of third-party carriers, installers (not authorized by Hupo Philippines), or subcontractors engaged by the Client independently.

16. DISPARAGEMENT AND SOCIAL MEDIA

16.1 Prohibition of Defamatory Statements.

• The Client shall not publish or disseminate any false, defamatory, or libelous statements, whether written or oral, regarding Hupo Philippines, its officers, directors, employees, or affiliates.
• The Client acknowledges that, under Philippine law, defamatory or libelous statements may subject the Client to civil and/or criminal liability.

16.2 Negative Publicity and Reviews.

• The Client shall not post misleading or unjustly damaging comments on social media or review platforms without first affording Hupo Philippines an opportunity to address any concerns in good faith.
• Violation of this clause shall constitute a material breach, entitling Hupo Philippines to pursue all available legal and equitable remedies, including injunctive relief and claims for damages, attorney’s fees, and moral damages under Civil Code Article 2219(7).

17. INDEMNIFICATION

17.1 Scope. The Client agrees to indemnify, defend, and hold harmless Hupo Philippines, its directors, officers, employees, agents, and affiliates from any and all claims, damages, losses, liabilities, judgments, and expenses (including reasonable attorney’s fees and court costs) arising out of or relating to:

• The Client’s breach of any obligation, representation, or warranty under this Agreement;
• The Client’s negligence, wrongful acts, or omissions; or
• Any third-party claims arising from the Client’s use or misuse of the products, except to the extent caused solely by Hupo Philippines’ gross negligence or willful misconduct.

17.2 Survival. The indemnification obligations herein shall survive the termination or expiration of this Agreement.

18. CONFIDENTIALITY

18.1 Obligation of Non-Disclosure. Each Party shall maintain strict confidence over all proprietary, business, and technical information disclosed by the other Party (“Confidential Information”). Neither Party shall disclose such Confidential Information to any third party without the prior written consent of the other Party.

18.2 Exclusions. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement or that is legally obtained from a third party not under a confidentiality obligation.

18.3 Survival. These confidentiality obligations shall remain in effect even after termination of this Agreement.

19. FORCE MAJEURE

19.1 Definition. A Force Majeure Event is any event or circumstance beyond the reasonable control of a Party, including but not limited to acts of God, natural disasters, war, terrorism, governmental orders, strikes, or lockouts.

19.2 Consequences of Force Majeure. If a Party is delayed or prevented from performing its obligations by a Force Majeure Event, it shall promptly notify the other Party and shall be excused from performance for the duration of the Force Majeure Event, without incurring any liability for such delay or non-performance.

20. GOVERNING LAWS, VENUE, AND DISPUTE RESOLUTION

20.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of the Philippines.

20.2 Venue. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be brought exclusively before the appropriate courts of Taytay, Rizal, to the exclusion of all other venues, subject to Clause 20.3 below.

20.3 Arbitration. At Hupo Philippines’ option, disputes may first be submitted to the Construction Industry Arbitration Commission (CIAC) for mediation or binding arbitration. The award rendered by CIAC shall be final and binding on the Parties unless either Party avails other lawful remedies.

20.4 Attorney’s Fees and Damages. If Hupo Philippines is compelled to seek judicial relief to enforce any term of this Agreement, the Client shall be liable for all reasonable attorney’s fees, costs of suit, and other litigation expenses. Furthermore, the Client agrees to pay, in addition to actual damages, ten percent (10%) of the total award as liquidated damages, insofar as such penalty is permissible by law.

21. ENTIRE AGREEMENT

21.1 Merger Clause. This Agreement, including any documents incorporated by reference, constitutes the entire understanding between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral.

21.2 Amendments. No amendment or modification shall be valid unless in writing and signed by both Parties.

21.3 Severability. If any provision herein is deemed invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.