General Terms and Conditions of Sale as of 9/1/2025

HEKIPIA AMERICA DISTRIBUTION

Article 1 – Purpose and scope of application

HEKIPIA AMERICA DISTRIBUTION, INC a Pennsylvania corporation, with a mailing address of 

1139 Lehigh Avenue, Suite 650 Riverside Business Center, Whitehall, Pennsylvania 18052 (hereafter “Hekipia“). 

Hekipia sells mobile accommodation intended for temporary or seasonal occupation for leisure purposes, designed and manufactured in Hekipia’s factories and delivered assembled to the Customer (hereinafter the “Product(s)“). 

The purpose of these general terms and conditions of sale (hereinafter the “T&Cs“) is to set down the conditions and obligations arising from any definitive order for a Hekipia Product placed by a trade customer (hereinafter the “Customer“) as reflected in an order confirmation accepted in accordance with Section 2.1 (“Order Confirmation”). 

Any order for Products placed by the Customer constitutes acceptance by the Customer of the T&Cs and which prevail over any other document from the Customer not specifically accepted by Hekipia and in particular over the Customer’s general terms and conditions of purchase. Hekipia expressly rejects any Customer terms and conditions. The T&Cs and the accompanying Order Confirmation (together, this “Agreement”) are the only terms that govern the sale of the Products. Any documents other than the T&Cs and Order Confirmation, in particular catalogs, prospectuses, advertisements, and notices, are of informative and indicative value only and are not contractual documents.

Article 2 – Orders

 2.1 Acceptance of orders

An order is any order concerning Products at the current prices, subject to acceptance by Hekipia and accompanied by the Deposit (as defined in Section 6.1). 

Any order is final only from the date the order is confirmed in writing by Hekipia and Hekipia receives the applicable Deposit.

 It is the Customer’s responsibility to ensure that the Order Confirmation corresponds to its wishes and, if not, to make a request for rectification under the conditions set out below. 

2.2 Changing and correcting orders

Any request to rectify or change the make-up or volume of an order placed by the Customer must be made in writing within eight (8) days from the date the order confirmation is sent out. 

Hekipia reserves the right to accept or refuse requests for changes. 

The Customer is solely responsible for any delay caused by changes to an order.

2.3 Order cancellation 

All orders are final. Where the Customer cancels an order, the Customer is responsible for any damages incurred by Hekipia as a result of such cancellation and undertakes to: 

•  Take delivery of any Product fully or partially designed or assembled on the cancellation date,
• Pay the full price of Products fully or partially designed or assembled on the date of cancellation, 

Article 3: The Customer’s specific obligations

The Customer acknowledges and agrees to the following: 

Preparation of the unloading area for the Products 

The Products are delivered by specialized companies mandated by Hekipia and their delivery requires that a significant unloading area be provided for this purpose. 

In this respect, the Customer must provide the carrier with an unloading area at least 30 meters in length to enable the Products to be unloaded when delivered. 

Otherwise, the carrier will not make the delivery. Any delay resulting from this is the sole responsibility of the Customer and any additional costs incurred shall be borne by the Customer. 

Moving the Products 

The Products are delivered on the main driveway, parking area, or any other appropriate point of access to the Customer’s site. 

The Customer is responsible for moving the Product and placing it in its definitive location.

A Product can only be moved under the following cumulative conditions:

• The vehicle providing traction must be appropriate and qualified to do so, and
• The roads used must be passable, stabilized, compacted and free of any type of obstacle. 

It is the sole responsibility of the Customer to ensure that the conditions for moving the Products are fulfilled and Hekipia is not liable for any damage or defect caused by a move that does not meet the above conditions, which automatically voids the commercial warranty provided for in Section 8.1 of the T&Cs. 

Park RV Models Park RV Models are certified to travel on public roads. When moving them near their place of operation, Hekipia recommends not exceeding a speed limit of 60 mph

Hekipia is not liable for any damage or defect resulting from a failure to comply with Hekipia’s above-mentioned recommendations when moving the Products, and such failure automatically voids the guarantee and in particular the commercial guarantee provided for in Article 8.1 of the T&Cs. 

Compliance with laws 

Customer shall comply with all applicable laws, regulations, and ordinances relating to the Product, including all applicable zoning and land use laws, regulations, and ordinances and for obtaining any permits necessary for Customer to use the Product. 

Article 4 – Delivery, assembly and acceptance of the Products

4.1 Deadlines 

The dates communicated upon acceptance of the order by Hekipia are good-faith estimates and depend on a number of factors including the date of payment of the down payment, supply capacities, availability of materials from Hekipia’s suppliers, carriers and the order in which orders arrive, as well as compliance by the Customer with the stipulations of Article 3 above. 

Consequently, in case of a reasonable delay, the Customer cannot cancel its order or refuse a Product and no penalty or liability can be applied to Hekipia on these grounds. 

In any case, there is no delay until prior written formal notice is provided by the Customer. 

Furthermore, Hekipia reserves the right to defer, suspend or cancel any delivery and/or assembly of an order if the Customer is not up to date with its payment obligations towards Hekipia in accordance with the Article 6 of the T&Cs. 

4.2 Transfer of risk 

Risk of loss is transferred upon delivery of the Products to the carrier. 

After risk of loss transfers to the Customer, the Customer shall be responsible for any damage or destruction to the Products. 

4.3 Acceptance of deliveries 

Products accepted at the place of delivery defined by the Customer

Customer shall inspect the Product within [thirty (30) days of delivery (the “Inspection Period”). Customer will be deemed to have accepted the Product unless it notifies Hekipia of a Nonconforming Product in writing prior to the expiration of the Inspection Period. “Nonconforming Product” means the Product shipped is defective or does not meet the specifications identified in the Order Confirmation. 

It is the Customer’s responsibility, in the event of damage to the Products delivered or in the event of missing items, to make any reservations necessary with the carrier and to report this on the carrier’s delivery note. 

If Customer fails to notify Hekipia in writing of any Nonconforming Product within the inspection period carrier such Product will be considered accepted by the Customer. 

Without prejudice to the measures to be taken by the Customer with respect to the carrier as described above, in the event of apparent defects or missing items, any claim, of any nature, relating to the Products delivered, can only be entertained by Hekipia if it is made in writing, by registered letter with acknowledgement of receipt, within the inspection period. It is up to the Customer to provide all evidence in support of its claim as to the reality of the defects or missing items observed. 

In the event a Nonconforming Product is confirmed by Hekipia, Hekipia shall, in its sole discretion (i) replace such Nonconforming Product with conforming Products, or (ii) repair the defects, or (iii) credit or refund the purchase price for such Nonconforming Product, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. No return of Products may be made by the Customer without Hekipia’s prior specific written consent and only the carrier chosen by Hekipia is authorized to return the Products concerned. 

In the event that a Nonconforming Product is confirmed by Hekipia, the return costs are at Hekipia’s expense, otherwise they are charged to the Customer. 

The Customer may not in any case claim compensation, suspend its obligations or cancel its order when an apparent defect is observed or items are missing from the order. 

Article 5 – Determining the price 

5.1 Price 

The price of the Products does not include shipping and is subject to adjustment in accordance with Section 5.2. 

The price is quoted in United States Dollars, exclusive of applicable sales, use, excise, , or any other similar tax,.. Customer shall be responsible for all such charges, costs, and taxes. The price excludes transportation and insurance costs which are the responsibility of the Customer. 

Article 6 – Terms and conditions of payment 

6.1 Billing and payment schedule 

Any order for one or more Products is paid for according to the following schedule: 

• 30%: as a deposit upon placing the order (the “Deposit”),
• 70%: before the Product leaves Hekipia’s factory, it being specified that the Product will not leave the factory until the corresponding invoice has been paid. 

6.2 Terms of payment: 

Means of payment – discount – deductions: 

Customer must make all payments hereunder by bank transfer. No discount is due for early payment. 

The Customer shall not suspend, offset or make any deductions from its payments, for any reason whatsoever without Hekipia’s prior written consent. 

Late Payment Penalty 

Any amounts not paid when due shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less. Such charges will continue to accrue until full payment is received. 

All bank charges, legal fees and fees incurred for the collection of the debt shall also be borne by the Customer. 

Suspension and termination of an order in case of late or nonpayment by the Customer.

In addition to the other remedies available under the T&Cs or applicable law (which Hekipia does not waive by the exercise of any rights hereunder), Hekipia reserves the right to suspend or terminate any order in progress in whole or in part, without the Customer being entitled to claim any compensation or refund following the termination (in particular any deposits or other invoices already paid) 

Article 7 – Retention of title 

Title and Registration 

Upon sale of the product and reception of payment in full, the customer will receive a Manufacturer’s Certificate of Origin (MCO). It is the customer’s sole responsibility to submit the MCO and any required documents to their state Department of Motor Vehicles (DMV) or other appropriate agency to obtain title, registration, and license plates, as applicable. The seller assumes no responsibility for the customer’s compliance with state titling or registration requirements. 

The transfer of ownership of the Products is conditional upon full payment of the price of the Products by the Customer, in principal and related charges, even when an extension to payment terms has been granted. 

Any Product that has not been paid for in full is considered under this clause to be an unpaid Product. 

Hekipia may exercise its rights under this retention of title clause, for any of its claims, on all the Products in the Customer’s possession, the latter being conventionally presumed to be those unpaid. Hekipia shall be entitled to take them back or claim them as compensation for any unpaid invoices. 

In the event of non-payment, the Customer is prohibited from reselling the Products up to the amount of unpaid Products and may not under any circumstances pledge or grant a security interest in the unpaid Products. 

Article 8 – Warranties 

8.1 Limited Warranty 

Scope of the commercial warranty: 

Hekipia warrants to Customer that the Products will materially conform to Hekipia’s published specifications , as set forth in the Order Confirmation and will be free from material manufacturing defects or abnormal wear and tear for the periods set forth herein. 

The commercial warranty applies only to any Product or part of a Product that has a manufacturing defect or abnormal wear and tear, making the Product concerned directly and exclusively unfit for its intended purpose and for normal use. 

The commercial warranty only applies to Products entirely designed by Hekipia and to assemblies performed by Hekipia. 

The commercial warranty does not apply: 

• To any defect that was apparent upon delivery and not objected to as a Nonconforming Product accordance with Article 4,
• Any defect concerning a Product that has been caused, in whole or in part, by abnormal use and/or use that does not comply with Hekipia’s instructions (lack of maintenance, abnormal storage, movement or conservation conditions, specific assembly and/or addition without Hekipia’s assistance or agreement), or if the Product has been materially altered by anyone other than Hekipia or its authorized representative. 

Duration of the commercial warranty: 

The duration of the commercial warranty differs depending on the defective part concerned: 

• 2 years: any piece of furniture or interior decoration element (such as doors, partitions, closets, etc.), screws, adjustment parts (handles, window scissors, etc.), as well as household appliances, in each case to the extent it is included with the purchase of the Product.
• 3 years: any part comprising the structure of the Product. 

Calling in the commercial warranty: 

In order to call in the commercial warranty, the Customer must provide written notice to Hekipia within twenty (20) days from the date the defect is discovered, taking care to provide any element in support of its request, such as the serial number of the Product if applicable, photos and a description of the defect found. 

Hekipia undertakes to respond to any request within 30 days from the date of receipt of the request to call in the commercial warranty. 

Hekipia reserves the right to have one of its employees or any person it appoints for this purpose check the defect claimed by the Customer under the commercial warranty. 

In the event of a proven defect, Hekipia undertakes to remedy it within 90 days, by replacing or repairing the part or Product concerned at its expense, without the Customer being able to claim any additional compensation on these grounds. 

8.2 Warranties Disclaimer 

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, HEKIPIA MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY HEKIPIA, OR ANY OTHER INDIVIDUAL OR ENTITY ON HEKIPIA ‘S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8.1 . 

Article 9 – Force majeure 

Events outside the control of the parties, which they could not reasonably be expected to foresee according to the standards of a reasonable person, and which they could not reasonably avoid or overcome, shall be deemed to be “Force Majeure Events”. Hekipia shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from one or more Force Majeure Events. 

Force Majeure Events include the following: strikes by all or a significant share of Hekipia’s personnel or its usual carriers, fire, flood, war, acts or threats of terrorism, production stoppages due to significant and fortuitous breakdowns, power outages, telecommunication breakdowns, the impossibility of being supplied with raw materials, epidemics, thaw barriers, roadblocks, labor stoppages, strikes or disruption in energy supplies, or disruption of supply for a cause not attributable to Hekipia, as well as any other cause of disruption of supply attributable to Hekipia’s suppliers. 

In such circumstances, Hekipia shall notify the Customer in writing, by post or email, within two (2) business days of the occurrence of the force majeure event. The order shall then be automatically suspended as of the date of occurrence of the event without any compensation being due. 

If a Force Majeure Event lasts for more than sixty (60) days, it is considered to be of a definitive nature and Hekipia may terminate the order under the conditions of Article 10 of the T&Cs. 

Article 10 – Termination 

In the event that the Customer fails to meet its obligations under the T&Cs, Hekipia may terminate any order with immediate effect fifteen (15) days after written notice to fulfil said obligations has gone unheeded. 

Article 11 – Limitation of liability 

Hekipia may only be liable for damages directly and exclusively caused by Hekipia in the event of failure to perform by Hekipia of its obligations under the T&Cs. 

IN NO EVENT SHALL HEKIPIA OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. HEKIPIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER CONTRACTUAL, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO HEKIPIA UNDER THIS AGREEMENT. 

The Customer guarantees and holds Hekipia financially harmless from any action brought by a third party due to the Products. 

Article 12 – Intellectual Property

All technical documents, product specifications, and photographs provided to the Customer remain Hekipia’s exclusive property, Hekipia being the sole owner of the intellectual property rights to these items, and they must be returned to Hekipia upon written request. The Customer shall not make any use of them that could infringe on Hekipia’s industrial or intellectual property rights and shall not disclose them to any third party. 

Article 13 – Waiver 

No waiver by Hekipia of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Hekipia. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Hekipia operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Hekipia precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Hekipia. 

Article 14 – Applicable Law and Dispute Resolution 

This Agreement is governed by, and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts located in Pennsylvania. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. 

Hekipia and the Customers state that their address for correspondence shall be at their respective registered offices. 

Arbitration 

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, interpretation, or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in [City, State], before a single arbitrator. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction. Each party shall bear its own costs and expenses of arbitration, except as otherwise determined by the arbitrator. 

Article 15 – Notices 

All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address for either party as that party may designate by written notice. Unless otherwise set forth herein, all notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).