GENERAL TERMS OF HÄFELE VIETNAM (FOR BUSINESS CUSTOMERS)

1. AGREEMENT - CONTRACT

1.1 A contract will be formed between Customer and HAFELE only if an Order is received and accepted by HAFELE in writing or by HAFELE’s execution of the Order and/or other written agreement made by and between HAFELE and Customer.

1.2 These Terms apply to any contract wherether HAFELE is either the seller of Goods and/or service provider or both, except where HAFELE stated in writing signed by authorised person(s) of HAFELE that all, or part, of these Terms do not apply.

2. GOODS

2.1 HAFELE commits to sell and distribute Goods manufactured and / or distributed by HAFELE (hereinafter referred to as the "Goods") of which category, quantity, unit price, delivery time and other related details are specified in following documents mentioned Order, Schedule of Delivery and/or Sales Contract for Goods and Services (SCGS), Delivery Notes or other documents that being revised, replaced, supplemented time to time.

2.2 Goods sold and distributed by HAFELE are brand new standard, as stated by the manufacturer or distributor with authentic origin and HAFELE have fully legal rights to sell those Goods, services in Viet Nam.

2.3 HAFELE also sales and distributes Special Items that manufactured and ordered for particular demands.

3. PRICES

3.1 The Price of Goods shall be discretion and published by HAFELE to Customer.

3.2 Selling Prices of the Goods shall be determined under currently effective Quotations at the time when Order being accepted and/or attached with the SCGS.

4. ORDER, DELIVERY, REPLACEMENT/RETURN GOODS

4.1 Goods shall be deliverred in accordance with delivery schedule and particular requests in confirmed Order after Hafele recieved of the deposit provided by Customer. Quantities of Goods may be adjusted on actual demand of project’s construction works.
4.2 Customer must provide to Hafele the Orders with detailed delivery date or delivery schedule. Delivery is not later than 30 days upon the delivery dates as mentioned in the initial Order. Hafele shall not ensure the providing of Goods as the original order if Customer fails to receive the Goods or changes Order accordingly unless otherwise agreed in writing by Parties

4.3 Order shall include fundamental description of Goods as names, codes, quantities, and unit prices, shall be processed by Hafele according to delivery schedule and particular requests as confirmed Order. Each Party shall designate their assignee who is in charge of to deal in Quotation, Order, Delivery documents. Any change of the authorized person by either party needs to inform the other Party in the written form not later than three (3) working days. Any Order without verification by authorised persons with their signatures and names and company seal of Customer, shall be null and void.

4.4 HAFELE shall provide services of Order processing, transportation and delivery appointed by HAFELE with no sur-charges as if all following conditions defined:
(i) Orders with its value (included VAT) is not less than five million Vietnam dong (5,000,000 dong); and
(ii) Good shall be delivered to two (2) addressed as stated clearly in the SCGS

4.5 The risks to the Goods shall be transferred to Customer from Hafele at the time when delivery completed.
In case Customer requests and nominates its shipper, the risk in relation to Goods shall be transferred to Customer from Hafele at the time when the goods delivered to the nominated shipper. This event deems to be completion of delivery as Hafele’s obligation.

4.6 When receiving Goods, Customer shall check for quantities, qualities, packing standards. Acknowledgment of the representative of Customer on the Delivery Notes is evidence of fulfill delivery.

4.7 From receipt of Goods, Customer has its right to send letter of complaint winthin one (1) day if the delivery subject to quantity, items or within thirty (30) days if the delivery subject to either damaged, defected by the manufacturer or wrong specification as stated in published catalouge. After these limited times hereof, any claim to Goods is null and void.

4.8 In case Customer would like to replace/return Goods after Hafele has already delivered the same in accordance with such requirement on types, quantities and specifications, Hafele applies free of charge for Goods replace/return within seven (7) days from the date of receipt of Goods. After that time, Customer shall pay an amount of 8% total value provided that the replaced/returned Good must be in its original seal and parcel without being used or installed and checked & accepted by Hafele. For Special Items or Goods have delivered over six (06) months, Hafele shall not accept the replace/return in any case. Thus, a document with reason of return with signing, affixing company seal of and a corresponding tax invoices issued by Customer shall provide to Hafele within twenty (20) days from the date of Goods return.

4.9 For Special Items, Order is irrevocable or change quantity with one-time delivery within three (3) months upon the Order accepted. Hafele reserves its right to charges a storage fee of 0.1% per day based on the total value of the Goods at Hafele stock for days of the 04th to the 06th month. After 6 months upon the Order accepted without fully payment from Customer, Order shall be automatically cancelled and deposited amount to be forfeited.

4.10 The ownership of Goods will be transferred from Hafele to Customer at the time any and all following tasks completed (i) Customer receives Goods, (ii) Hafele issues VAT invoice and (iii) Customer pay to Hafele.

5. INSTALLATION, WARRANTY, REPAIR

5.1 HAFELE shall implement warranty in compliance with its warranty policy published in official website at www.hafele.com.vn and its catalogue. Customer shall provide proof of purchase and/or warranty card as request under Goods’ warranty. Or Hafele shall implement warranty in compliance with its warranty policy attached with the SCGS. Hotline of Hafele is 18001797

5.2 HAFELE shall provide the installation and repairing service under HAFELE’s quotation issued from time to time.

5.3 HAFELE shall provide further supports only after Customer perform its initial supports that included to communicate with consumer, to determine consumers’ issues and to provide solutions or to guide consumers handling simple issues. Hafele shall provide Customer training courses of simple issues.

6. DEPOSIT PAYMENT, CREDIT LIMIT

6.1 For Special Items, Customer is required to deposit payment not less than 30% (thirty per cent) of the total value of the Order (included VAT) right and before delivery of Goods.

6.2 Any limited credit line that may be subsequently given is at the discretion of the Hafele and may be withdrawn or changed at any time by the Hafele.

7. PAYMENT, DEBT RECONCILLIATION AND VALIDATION

7.1 Customer shall pay for all Orders to Hafele by bank transfer or cash with bank charge incurred by Customer.

7.2 HAFELE shall issue documents to prove the purchasing Goods, as stated in the SCGS.

7.3 HAFELE reserves its right to not fulfil next Orders ìf Customer exceed over credit lines, neither to make payment on due nor to perform debt reconciliation and validation.

7.4 Customer has to pay overdue interest rates against any outstanding, as set by Vietcombank (VCB) bank on the date of payments.

8. OBLIGATIONS OF THE PARTIES

8.1 Customer commits shall use HAFELE trademark for sales or advertising only HAFELE written consent.

8.2 Either Party commits to keep confidentialities for all information including but not limited to all terms and conditions of the contract and all relating information informed between the Parties (communications, discussions, policies on selling, Goods, marketing… relevant to Goods and brand names of HAFELE) verbally, in writing or in other forms. Neither Party shall disclose, use or allow any third party to use such confidential information except required by the law but in that case, HAFELE must be noticed in advance.

8.3 In order to boost sale as well as marketplace, Hafele reserves its sole discretion to launch advertisement, sale promotion, programs which shall be previously informed to customer by letter time to time. HAFELE shall apply discounts and/or provide catalogue, advertising materials/sale promotion materials, technical support for newly launched Goods, to train product knowledges and as the informed advertising, sale promotion program.

8.4 Customer facilitate Hafele’s staff to support advertisement, promotion and sales activities.

8.5 As qualification of the standard retailer of Hafele, Customer undertake to implement and to support Hafele to stabilize selling prices.

9. VALIDITY, BREACH AND TERMINATION

9.1 The Contract shall terminate when one of the following circumtances occurs:

- Contract expired without any extension signed by the Parties.
- Contractual rights and obligations of Parties have been done completedly.
- Either party breach contractual obligation without remedy although the other party has informed the breach.
- As agreement of the Parties or under the regulations of law.

9.2 Termination of the Contract under any circumstance shall not affect any right or obligation of either Party’s rights, obligations arising befor the termination.

9.3 In case Customer fails to fulfill its obligation of any payments included deposit, debt reconcilliation and validation or breaches related to Hafele trademark and intellectual property of Hafele, Hafele has the right to implement one or many solutions simultaneously as follows:

- Suspend doing business with Customer.
- To terminate this contract immediately if Customer does not remedy the breach within seven (7) days from the date of receipt of a written notice of Hafele requiring its remedy.

10. FORCE MAJEURE

10.1 Neither Party shall take responsibility for any delay or failure to perform their obligations which is directly or indirectly caused by force majeure.

10.2 Force majeure includes war, strike, riot, destruction, fires, earthquake, includes regulations of Government restricting or forbidding related fields, making both Parties unable to perform their rights and obligation and any incident beyond prediction and control of both Parties

10.3 When a force majeure occurs, the affected Party shall send immediately the other party a written notice to request necessary supports and provide appropriate time for overcome difficulty.

10.4 To avoid misunderstanding, the government or public agency shall suspend or terminate the project but the fault of the Customer and/or the Customer is suspended or terminated without notifying Hafele within [10] days of the date of the decision on suspension or termination of the project (for the parties to agree on how to handle the Contract) shall not be considered as force majeure. In this case, Hafele has the right to unilaterally terminate the Contract. The rights and obligations of the parties will be treated as if the Hafele terminated the Contract due to a breach by the Customer.

10.5 In case of a force majeure event for more than 30 days, any Party may, by written notice to the other Party, terminate this Contract without any compensation or penalty. The termination stipulated in this Clause shall not affect to the other rights of The Parties under the Contract.

11. COMPENSATION AND PENALTY

11.1 Either Party breaches any of its obligations under the Contract and such breaches cause loss or damage to other Party, breaching Party shall pay compensation for the actual loss or damage suffered by other Party in accordance with the prevailing law, provided that the total compensation in any case shall not exceed the total value of the contractual obligation which is the subject of the breach.

11.2 Either Party which breaches the Contract shall pay to other a penalty of 8% of the value of the contractual obligation which is the subject of the breach.

12. GENERAL PROVISION

12.1 All documents as Quotation, Order, SCGS, Delivery Note, Notices and other annexes relating to business affairs connection with Goods and services hereof between the Parties shall be constitued as an integral and inseparable part of the agreement . Sales Contract for Goods and Services is in higher priority order than the agreement. In case of contradictory among them, the latest document shall prevail.

12.2 This General Terms is interpreted and governed by Vietnamese law.

12.3 If any provision or term hereof to be invalid with any reason, this invalidity shall not affect the effectiveness and enforceability of other provisions herein.

12.4 If any dispute arises related to agreement of sales of Goods and services, the Parties shall discuss and resolve together in goodwill. Any dispute that cannot be resolved through negotiation shall be settled by jurisdiction courts for settlement in accordance with the prevailing law of Vietnam.

12.5 Any amendment and supplementation relating to the Goods and services hereof shall be valid only made in writing and signed by the Parties.

Valid from the dated: 01st April 2019