All orders placed with KLINGSPOR Vietnam Company Limited (“KLINGSPOR”) are subject to tát the following terms and conditions as well as any written terms and conditions presented on or accompanying a KLINGSPOR quotation or order confirmation. In case of any conflict between these general terms and conditions of sale and any specific terms phối out in the quotation or confirmation issued by KLINGSPOR to tát the Customer, the latter shall govern. Contrary, inconsistent or additional provisions presented by Customer, whether written or oral, are specifically objected to tát and are not to tát become a part of the terms and conditions of sale unless expressly agreed to tát in writing by KLINGSPOR.
Headings
1 All headings are for guidance only and vì thế not size part of the general terms and conditions of sale.
Alterations
2 All prices, multipliers and quantity discounts are subject to tát alteration by KLINGSPOR until receipt of the respective order confirmation.
Terms and Prices
3.1 All payment phối out herein will be due in full and must be fully paid by the Customer to tát KLINGSPOR not later phàn nàn the over of the month following the month of KLINGSPOR’s invoice. KLINGSPOR may at any time in its sole discretion, require payment in advance of delivery.
3.2 In addition to tát the prices quoted or invoiced by KLINGSPOR, Customer shall pay any value added, sales tax, excise tax, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority with respect to tát the sale, purchase, delivery or storage of any of the products to tát be delivered by KLINGSPOR to tát Customer hereunder.
3.3 All orders are accepted subject to tát a ‘minimum carriage không tính phí order value’. If, in the sole opinion of KLINGSPOR, the order value exceeds the ‘minimum carriage không tính phí order value’ and qualifies for không tính phí transportation, the transportation costs will be paid by KLINGSPOR. The Customer shall be liable to tát pay the transportation costs for all accepted orders that fall below the ‘minimum carriage không tính phí order value’ and/or is not qualified for không tính phí transportation.
3.4 Any orders accepted below the ‘minimum order value’ will attract an administration charge in addition to tát the transportation costs in 3.3 above.
3.5 ‘Minimum carriage không tính phí order values’ and ‘minimum order values’ are subject to tát alteration by KLINGSPOR with 30 days prior written notice to tát Customer.
3.6 KLINGSPOR reserves the right to tát claim interest at the rate of 1.5% per month on any payment, monies or amounts due to tát KLINGSPOR calculated with monthly rests from the date such payment, monies or amounts are due until full payment thereof (whether before or after judgment, if any).
3.7 The Customer shall be liable for all costs of collection, including reasonable legal fees, court costs and the costs of debt collection agencies.
3.8 Samples and specimen products are only delivered against payment, unless otherwise agreed in writing between KLINGSPOR and the Customer.
3.9 The price quoted for the products may be increased by KLINGSPOR if KLINGSPOR suffers any increase in the cost of labour, materials and transport between the date of accepting an order placed by the Customer and the date of delivery of the products concerned.
Quantity Variation
4 Due to tát the nature of the manufacturing process, both KLINGSPOR and the Customer will make a 5% allowance to tát each other of a reasonable variation in the quantity of products supplied.
Delivery Date, Risk and Cancellation
5.1 Delivery dates are estimated in good faith but are not a guarantee of a particular date of delivery and KLINGSPOR assumes no liability for failure or delay in delivery. Products may be delivered in partial shipments where necessary.
5.2 KLINGSPOR shall have no liability for any failure to tát deliver the product to tát the extent that such failure is caused by (i) a Force Majeure Event; (ii) an sự kiện the Customer’s failure to tát provide the KLINGSPOR with adequate delivery instructions for the place of delivery of the products. If Customer causes KLINGSPOR to tát delay delivery or completion of the products, KLINGSPOR will be entitled to tát any and all extra costs and expenses resulting from the delay.
5.3 If KLINGSPOR is compelled to tát cancel any delivery in whole or in part for reasons outside of the sphere of control of KLINGSPOR , the liability of the Customer to tát make full payment for any products which are delivered shall be unaffected.
5.4 If the Customer fails to tát accept or take delivery of the product within 10 days following delivery date given by the KLINGSPOR, then except where such failure or delay is caused by a Force Majeure Event, the delivery of the product shall be deemed to tát have been completed on such delivery date with the Customer being liable to tát pay the agreed price of the delivered products and KLINGSPOR being entitled to tát sell or otherwise dispose of the Products without being liable to tát the Customer for any loss or damage incurred by the Customer..
5.5 All risk in the products shall pass to tát the Customer at the time and place of delivery.
Quality and Suitability and Exclusion of Liability
6.1 The Customer will at all times determine the suitability of KLINGSPOR’s products for its intended use and the Customer will not rely upon any representations made by or on behalf of KLINGSPOR.
6.2 KLINGSPOR warrants all its goods to tát be không tính phí of defects in material and workmanship and within manufacturing tolerance. The Customer agrees to tát accept slight imperfections in colour and appearance. If any products received by the Customer are damaged or defective, the Customer shall, within forteen (14) days of receipt of the products , furnish KLINGSPOR with a written statement specifying the damage or defect. The Customer shall afford KLINGSPOR a reasonable opportunity to tát inspect the products and to tát correct the defect (if any). All defects, damages or shortfall in quantity or quality must be notified by the Customer to tát KLINGSPOR during the Warranty Period. Thereafter, liability will only be accepted in respect of latent defects which could not have been discovered by a reasonably thorough inspection of the Customer before accepting the delivery of product.
6.3 The decision of KLINGSPOR about any alleged defect or damage in the products will be final and conclusive.
6.4 If the products supplied or processed by KLINGSPOR are found to tát be defective, KLINGSPOR’s only liability to tát the Customer shall be a replacement of the product or refund of the purchase price for the products PROVIDED ALWAYS that to tát the fullest extent permitted by applicable law, the liability of KLINGSPOR will in no circumstance exceed the cost of replacement or the price paid by the Customer for the products. The limitation of liability includes an exclusion of any incidental and consequential damages and ordinary loss directly or naturally resulting from the breach. KLINGSPOR does not assume any liability for incidental or consequential damages arising from the use of products by Customer as being supplied or processed by KLINGSPOR.
6.5 To the fullest extent permitted by applicable law, all warranties and conditions whatsoever, whether express or implied by law, are excluded and KLINGSPOR will not be liable for any loss or damage from the supply of products or from their use including any defect or failure in performance howsoever caused or occasioned except any liability which may arise from any act of negligence on the part of KLINGSPOR which causes injury or death.
Returns
7 KLINGSPOR will not accept the return of any products sold without its prior agreement. Products which have been manufactured to tát Customer’s size specifications are not returnable in any sự kiện. Any products which are authorised to tát be returned will remain at the sole risk of the Customer during transportation until KLINGSPOR properly receives the returned product. The Customer shall bear the transportation costs of returns. If any products are returned with the agreement of KLINGSPOR, a re-stocking charge of 10% plus VAT and other applicable taxes will be applied and will be invoiced to tát the Customer upon receipt by KLINGSPOR of the products.
Title Retention
8 The risk in the products will pass to tát the Customer upon delivery but KLINGSPOR will remain the legal owner of the products until such time as the Customer has paid in full the price of the products and has fulfilled all other indebtedness of the Customer to tát KLINGSPOR. The Customer acknowledges that until the ownership in the products is transferred to tát the Customer, the Customer will be in possession of the products solely as bailee for KLINGSPOR and if ví required, the Customer will store the products separately from the Customer’s own goods and in such a fashion as to tát be readily identifiable to tát KLINGSPOR.
Reservation of Copyright and Patent
9 The design method of construction and nội dung of all literature packaging and all other products remains the property of KLINGSPOR and the sale of any products shall not give to tát the Customer any implied licence to tát vì thế any act which would otherwise constitute a breach of such intellectual property rights. The Customer shall indemnity and hold KLINGSPOR harmless against any expenses or losses from infringement of patents, trademarks, or other industrial or intellectual property rights arising from manufacture by KLINGSPOR of products according to tát the Customer’s specifications or instructions.
Confidential Information
10 "Confidential Information" shall mean all information KLINGSPOR provides to tát the Customer with the exception of only the following: a) information that as of the time of receipt by the Customer is in the public domain name or subsequently enters the public domain name without the Customer’s fault; b) information that at the time of receipt by the Customer was already known to tát the Customer as evidenced by appropriate written records. Confidential Information shall be used by the Customer only during the term of, and for purposes of, this general terms and conditions of sale. At all times during and after the term of this general terms and conditions of sale, the Customer shall maintain in confidence and shall procure that the Customer’s shareholders/members, managers, employees and agents shall maintain in confidence, all Confidential Information. The Confidential Information shall be disclosed by the Customer only to tát the Customer’s employees whose duties require possession thereof in carrying out the Customer’s activities under this general terms and conditions of sale and (except as may otherwise be indicated by KLINGSPOR at the time specific Confidential Information is provided to tát the Customer by KLINGSPOR). Upon KLINGSPOR's written request, the Customer shall promptly return to tát KLINGSPOR any and all copies of Confidential Information.
Assignments
11 Either các buổi party shall not assign or delegate in whole or in part its rights or obligations hereunder, except with the prior written consent of other các buổi party. Nothing contained herein shall restrict KLINGSPOR from hypothecating or assigning its receivables hereunder or entering into invoice financing arrangements, whether in the size of factoring or discounting.
Force Majeure
12.1 KLINGSPOR shall not be liable for any mặc định or delay attributable to tát any cause, circumstance, or contingency beyond KLINGSPOR’s control which prevents or impedes manufacture, supply or delivery by KLINGSPOR, provided KLINGSPOR acts with due diligence to tát overcome such delay. Such causes, circumstances, and contingencies shall include, but not be limited to: acts of God, governmental acts, decrees or restrictions; accidents; wars, riots or civil commotion; fire; strikes; lockouts or other labor problems; restraints affecting shipment or credit; and non-arrival or delay of carriers (“Force Majeure Event”).
12.2 In the sự kiện either các buổi party hereto is fails to tát, wholly or in part, carry out its obligations hereunder due to tát Force Majeure Event, such các buổi party shall inform the other các buổi party in writing on the existence of Force Majeure Event, within 7 days of becoming aware of the commencement of such Force Majeure Event. The obligations of the các buổi party giving such notice, insofar as they are affected by such Force Majeure Event, from its inception, shall be excused during the entire period of any inability ví caused but for no longer 3 months from the date of the occurrence of Force Majeure Event.
12.3 Either các buổi party shall be entitled to tát cancel an order in whole or in part with a 14 days advanced written notice without any compensation if the Force Majeure Event prevents the performance of this general terms and conditions of sale for 120 days, from the date of the occurrence of Force Majeure Event.
Entire Agreement
13.1 The terms phối forth herein, together with any terms presented on or accompanying a KLINGSPOR quotation or order confirmation which are expressly stated to tát apply to tát the respective transaction, shall constitute the entire agreement between the parties and there are no other representations, agreements, warranties, conditions, or obligations, expressed or implied, relating to tát the subject matter of this sale.
13.2 If any term or provision in this general terms and conditions of sale shall in whole or in part be held to tát any extent to tát be illegal or unenforceable under the applicable law, that term or provision or part shall to tát that extent be deemed not to tát size part of this general terms and conditions of sale and the validity and enforceability of the remainder of this general terms and conditions of sale shall not be affected.
13.3 If any invalid, unenforceable or illegal provision herein would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to tát make it legal, valid and enforceable.
Governing Law
14 This general terms and conditions of sale shall be governed and enforced in accordance with the laws of Vietnam and the Customer agrees to tát the jurisdiction of the Vietnamese Court for the hearing of any action and/or settlement of dispute arising out of or in connection with this general terms and conditions of sale.
KLINGSPOR VIETNAM COMPANY LIMITED