1. Scope

These General Terms and Conditions of Sale (the “Conditions”) govern the sale and delivery of transport packaging products by Hexcore (the “Seller”) to its customers (the “Buyer”), unless explicitly agreed otherwise in writing.

These Conditions take precedence over any conflicting or additional terms contained in order forms, correspondence, or other Buyer documents. No changes, additions, or substitutions to these Conditions shall be binding unless expressly accepted in writing by an authorized representative of the Seller. The Seller explicitly rejects the applicability of the Buyer’s general or specific purchasing terms or other relevant conditions.

The Buyer acknowledges that these Conditions do not apply to the delivery of machinery by Hexcore Engineering unless otherwise explicitly agreed in writing

2. Orders

Orders submitted by the Buyer are subject to the Seller’s approval. A binding purchase agreement (“Contract”) is established when the Seller confirms the order in writing. If the Buyer has objections to any modifications included in the order confirmation, they must notify the Seller in writing within 48 hours of receipt; otherwise, the confirmation is deemed accepted.

A variation of up to 5% more or less than the ordered quantity is permissible. The Buyer is obligated to accept and pay for deliveries within this range, with invoices adjusted accordingly.

3. Delivery

In cases where the Seller cannot meet the agreed delivery time, the Seller will promptly notify the Buyer in writing with an updated schedule. The Seller is not liable for any loss or damages caused by delivery delays unless due to the Seller’s gross negligence. Risk of loss or damage to the products transfers to the Buyer upon delivery, as per Clause 4.

If delays occur due to the Seller’s significant negligence in preparation or execution, and if such delays substantially affect the Buyer, the Buyer may cancel the Contract by providing written notice. However, such cancellations are valid only if the Buyer has raised objections to the revised delivery timeline in a timely manner. If the Buyer fails to take delivery on the agreed date, they will bear all related costs, including storage fees, and the Seller reserves the right to terminate the Contract and seek damages.

4. Payment Terms

  • Payments are due within 14 days unless agreed otherwise in writing.
  • Delayed payments incur a default interest rate of  7% per annum, calculated from the due date until payment is received.
  • If payments remain unpaid after 60 days, the Seller may terminate the Contract, halt further deliveries, and claim damages.

Prices exclude taxes, duties, or other levies unless otherwise specified. Any taxes payable by law that are advanced by the Seller will be added to the invoice.

5. Retention of Ownership

Ownership of products remains with the Seller until full payment is received. Intellectual property rights related to the products or packaging solutions remain exclusively with the Seller and are not transferred under any Contract.

6. Liability for Defects

  • The Seller will repair, replace, or provide a reasonable allowance for defective products reported within three months of delivery, provided the defect arises solely from the Seller’s design, materials, or workmanship.
  • The Seller accepts no liability for defects caused by improper use, storage, or mishandling by the Buyer.
  • Claims regarding defects must be reported promptly, with the defective products made available for inspection.

The Seller’s liability is limited to repair, replacement, or allowance. No other claims for damages related to defects will be entertained.

7. Limitation of Liability

The Seller’s total liability under any Contract is limited to the value of the delivered and paid-for products. The Seller will not be liable for indirect or consequential damages, including loss of profit, revenue, or production.

8. Returns

Defective products must be returned to the location specified by the Seller at the Buyer’s expense. Repaired or replaced products will be delivered to the original delivery location unless otherwise agreed.

9. Intellectual Property Rights

The Buyer guarantees that products designed per their specifications do not infringe third-party intellectual property rights. The Buyer agrees to indemnify the Seller against any claims arising from such infringements.

10. Force Majeure

The Seller is not liable for non-performance caused by circumstances beyond its control, such as natural disasters, strikes, or supply chain disruptions. Either party may terminate the Contract if performance is delayed for more than six months due to force majeure.

11. Governing Law and Dispute Resolution

The Contract is governed by UK law. Disputes shall be settled exclusively in the District Court of Manchester, UK.

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