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GENERAL TERMS AND CONDITIONS OF SALES, WARRANTY, INSTALLATION AND REPAIR

I.        GENERAL

These GENERAL TERMS AND CONDITIONS OF SALES, WARRANTY, INSTALLATION AND REPAIR, hereinafter referred to as “The Terms and Conditions”.

1.      These terms and conditions are applicable to any purchase order (hereinafter referred to as “Order” or “Order Confirmation”) to be placed by any other party (hereinafter referred to as “the Buyer”) with Häfele Vietnam Co., Ltd. (hereinafter referred to as “the Company”) for the products distributed by Häfele Vietnam Co., Ltd. or any other manufacturer or supplier (hereinafter referred to as “the Supplier”) represented by the Company. These terms are also relevant to any order to be placed by the Buyer with the Company to request for the installation or repair of any product. Any change in these terms shall not be binding unless confirmed in writing by an authorized representative of the Company.

2.      The Company shall not be responsible for any Order placed by telex, cable or telephone without full signature and stamp of the Buyer. Any verbal direction and promise by any employee or commercial representative of the Company must be confirmed in writing.

3.      Any quotation made by the authorized employees of the Company shall be binding upon the Company for a term of (04) weeks and shall be thereafter subject to any change without prior notice. All of quotations shall be ex-work price in Vietnam, unless it is relevant to any business operation involving an order placed overseas.

4.      The Company reserves the right to change the quotation for any product where there is any increase in the cost of materials, wage, or any change in customs duty or exchange rate immediately before or after receiving the order.

5.      For repair orders, the Company may take measures to correct damages with express supporting documents in the actual repair process. The Company may take measures to replace parts in case of partial or full damage of the goods instead of repairing the same. Replacement parts shall become properties of the Company.

II.       COST ESTIMATION FOR REPAIR ORDERS

1.      A cost estimation shall only be delivered to the Buyer based upon the Buyer's request after the Company has dissembled and checked related products.

2.      Any cost estimation and/or price quote that is not confirmed in writing by the Buyer shall not be binding upon the Company.

3.      Any cost estimation confirmed by the authorized employees of the Company shall be binding upon the Company for a term of four (04) weeks, after which it shall be subject to change. If the Company deems it necessary to replace any part after preparing any cost estimation to meet testing conditions of the Company and avoid any misuse of the product, the customer shall be liable to pay the excessive expenses incurred by the Company.

4.      Any loss incurred by the Company in preparing the cost estimation, including labor costs for removal and re-installation of relevant products, shall be on the customer's account if the Company fails to exercise the repair order. If the Company exercises the repair order, the customer shall not be responsible for the cost of preparing the cost estimation.

III.     DELIVERY

1.      The Company shall strictly follow the Buyer's instructions in relation to the date of delivery or time of repair, but the date appointed for the delivery or repair shall be approximate only, and the Company shall be waived of any liability in such circumstances that it fails to follow such instructions. The Buyer's instructions on the delivery of the products by air from the Supplier to the Company must be confirmed in writing and the cost thereof shall be on the Buyer's account. Any installment delivery of the order shall be considered as a separate order. Where the Company is unable to deliver one or more aforementioned orders, it shall deem to allow the Buyer to cancel the overall purchase order.

2.      Any delivery or repair that is delayed as a result of any labor dispute, fire, breakdown or scarcity of materials or labor, or any other event beyond the control of the Company shall not be deemed to invalidate the complete fulfillment of the purchase order or any part thereof. Nevertheless, the Company has the right to cancel whole or part of the purchase order as a result of any of the aforementioned events and the Buyer commits to waive the Company from any liability or obligation that may arise from such cancellation.

3.      The delivery of a purchase order shall be regarded as complete when the Company executes and provides the Buyer with a Delivery Note or written notice of the arrival of the products or completion of the repair. The delivery is complete upon being confirmed by the Buyer by signing the delivery note.

IV.   CONSIGNMENT

1.      The products shall be acquired by the Buyer or sent by the Company to the Buyer at its place of business, or at such another address that may be specified by the Buyer (Product delivery, receipt, and counting process shall be implemented in accordance with the procedures mutually agreed upon by both Parties to make sure that the products are fully delivered and received). From the date when the products are sent from the Company's facility or during the process of loading the products onto the Buyer's transport vehicles under any Delivery Note or any written notice of arrival, and until the date when the products are delivered to the Buyer, all risks, losses, or any damages in relation to the products, however incurred, shall be on the Buyer's account.

2.      Unless as otherwise instructed by the Buyer, the Company shall arrange to deliver the products at the most economic costs. If the Buyer provides any special instruction, the Buyer must compensate the Company for any cost of transport to comply with such an instruction.

3.      The Company reserves the right to send the products from any place, even if the products are sent from a different place other than the place so specified in any purchase order.

4.      For any repair order, the quantity of products not received within (06) months from the date when the Company notifies the completion of the work shall become properties of the Company, and the Company shall have the right to dispose of such products in any manner that it deems the most suitable to the extent acceptable by the Company.

5.      Subject to the category of the products that the warranty card may be attached with the products delivered to the Customer. The Customer shall send a part of the warranty card after completing the details to the address of Häfele Vietnam Co., Ltd. as stated on the warranty card.

V.      COMPLAINTS

1.      Any complain that any product is lost or damaged shall be considered by the Company if, within (03) days from receiving the products, the Buyer sends a written notice to the Company of any occurrence based upon which the Buyer claims that the products fail to meet the requirements of the order, and such a claim must be attached with the relevant Delivery Note or invoice.

2.      If the Buyer fails to establish any complaint as mentioned above, the relevant products shall be regarded as complying with the purchase in all respects, and the Buyer shall be regarded as having accepted and agreed to pay for the goods upon the Company's request. If a claim is submitted within the specified period and deemed as reasonable by the Company, the liability of the Company shall be limited only to making the replacement in the manner as specified in Section VI.4 of these Terms and Conditions.

VI.   WARRANTY

1.      The Company warrants that the products contain neither fault nor defect of material or workmanship, and that the products are of the quality as specified in accordance with relevant technologies. The Company reserves the right to perform any change upon the products if deemed necessary, and the Buyer acknowledges those changes as if they were inherently included prior to placing an order.

2.      The Buyer shall be entitled to the benefits from the warranty policies of the manufacturer or supplier for those products, subject to any inherent condition therein.

3.      For repair orders, the Company warrants that the repair work shall be performed by a reasonably skillful person. Any repair or replacement shall neither extend nor renew the original warranty period for the products to be repaired. For parts of the products to be provided during the repair process, Section VI.2 above shall apply.

4.      The warranty is strictly limited to the scope of free replacement or repair at the Company's facility or at the workshop of any of the Company's official agents with respect to any parts of the products that is deemed as an error or defect of material or workmanship (not a defect in the design provided or specified by the Buyer that the Company has submitted a waiver of liability therefore).

Warranty exceptions:

- Not applicable to replacement parts that belong to a production process that has been applied by the Company or Supplier;

- Not applicable to damages arising from any misuse or event in which the products are used for the purpose other than the initial intended purpose;

- Not applicable to the normal wear and tear and exterior damages as well as damages as a result of mis-handling, including changes in operating conditions or standards of the products caused by improper storage or assembly of the products, or by climate or other effects.

- Not applicable in case the seals/stamps of the Company or the Supplier are removed or broken.

5.      The Customer shall be liable to pay the costs of packing and transporting the products, costs of meal, accommodation, and travel time, for the employee of the Company that are involved in the repair work as prescribed by the Company.

6.      Warranty responsibility shall only be considered by the Company if the Buyer sends a notice to the Company of any defect existing in the products within the warranty period. In such cases, any repair order shall be interpreted as “free repair and replacement with warranty.”

VII.   WAIVER OF LIABILITY

The Company shall waive any liability toward any damage or loss caused by any form of theft, or by any event of fire, explosion, flood, strike, riot, or any other force majeure event. The Company is waived of all liabilities toward any loss or damage to items in the Buyer's transport vehicle(s) (if any).

VIII.  PAYMENT, TRANSFER OF TITLE AND RISK

1.      Payment shall be made via an account transfer or in cash unless otherwise agreed. There shall be no complaint that may be filed against the Company by the Buyer for any deduction from the payment. In case any payment is delayed as a result of the fact that the Buyer's financial position is impaired after completing any purchase order, any amount due by the Buyer to the Company, including any bond or note that hasn't been duly paid, whether the notice of due payment is delivered or not, shall immediately become due and payable in cash. If the Buyer fails to perform its payment obligation for any due amount, the Company shall have the right to suspend any further delivery of the products until payment is made, or cancels any purchase order if any amount of the products is to be delivered on that basis, and both of these shall be notwithstanding any other claim or remedy that the Company may have or exercise. If necessary, the Company may, at its sole discretion, request for advance payment or a reasonable security measure from the Buyer during the arrangement of a purchase order.

2.      The ownership right in the products shall not be transferred from the Company to the Buyer until the Company has fully received the payment for such products.

3.      In case the products are disposed or combined with other products, the Company shall have the co-ownership right in the products generated from the disposal or combination thereof. Such co-ownership right shall be in pro rata to the value for acquiring the products so disposed or combined.

4.      The Buyer may have the right to re-sell the products set out in Section VIII.2 above, provided that the Buyer shall assign all of its rights in the products to the Company on all gains or assets received from such a transaction in the Buyer's name.

 IX.    TERMINATION:

These terms and conditions may be terminated if:

1.      The Buyer fails to perform its payment obligations or violates any of its obligations hereunder;

2.      There is any attachment or legal proceeding against the Buyer or any of the Buyer's assets, or if the Buyer makes any arrangement or agreement with its creditors, or carries out any insolvency proceeding;

3.      Either of the Parties is a limited company that is subject to being dissolved, whether mandatory or voluntary, except for the purpose of combination or restructure;

4.      Either of the Parties is appointed a trustee of assets by the Court over its business or any of its assets, or any part thereof, in which case and in any of such cases, total purchase price or any part thereof that hasn't been paid by the Buyer, together with any other payment due to the Company, shall immediately become due and subject to an interest at rate of 1.5% per month until complete payment thereof, and the Company shall have the right to re-possess and/or re-sell the products (for that purpose, the Company shall have free right to access the area or any construction work that is storing such products), and then recover the purchase price or any part thereof that hasn't been paid by the Buyer, together with any other payment due to the Company. The Buyer shall be entitled to a reasonable credit limit upon net sales of any of such possessed products. For the purpose of this clause, “net sales” means the gains from sales after deducing the costs and expenses of re-possession, storage, insurance, and re-sales.

X.      CONDITIONS

1.      In case any sample purchase order of the Buyer contains any condition, such a condition shall only be binding upon the Company and the Buyer to the extent that it is not inconsistent with these terms and conditions. These terms and conditions shall always prevail.

2.      The products supplied to the Buyer shall only be displayed at any exhibition in Vietnam with the Company's consent.

3.      The products shall only be supplied by the Company to the Buyer with the condition that they shall not be re-exported from Vietnam except after being combined in a complete motor vehicle or machine, and additionally, the Customer is permitted to do so with the Company's prior consent.

4.      The Company shall not accept any liability toward the Buyer for any complaint that a third party may file against the Buyer in relation to any brand or registered trademark.

5.      If these terms and conditions are not strictly complied with, the Company reserves the right to cancel all of existing purchase orders that the Company has received from the Buyer.

XI.    DISPUTE

These terms and conditions shall be governed by the law of Vietnam. Any matter, dispute or conflict in any form that may arise at any time in the future, between the Parties in relation to this agreement or with respect to or in connection with their rights or obligations as set out in this agreement shall be recourse to the competent people's court and governed by the existing applicable Laws and Regulations. The Court's judgment shall be enforceable against the Parties, and Court's fee shall be on the losing party's account.