Terms of Service

Offer.  These Terms and Conditions of Sale and any terms contained in any applicable quotation, sales order acknowledgement, or invoice issued by HAINATECH INC. (“HainaTech”) (the “Additional Terms”) together constitute an offer made by HainaTech to Customer.  These Terms and Conditions of Sale and the Additional Terms together shall constitute the entire “Agreement” between HainaTech and Customer and shall supersede any and all prior communications or agreements between the parties with respect to the purchase and sale of products covered hereby.  These Terms and Conditions of Sale and the Additional Terms are integral parts of such Agreement and shall apply to all purchases made by Customer from HainaTech. This Agreement is subject to HainaTech’s credit approval of Customer.  Any samples, drawings, descriptive matter or advertising provided by HainaTech and any descriptions or illustrations provided in HainaTech’s catalogs, brochures or websites are specifically for information purposes only, and shall not be binding upon HainaTech.

 

Prices; Quotations; Other Charges.  Unless otherwise stated by HainaTech, all prices are in United States dollars.  Any written quotations automatically expire thirty (30) days from the date issued and are subject to termination by notice within that period.  Unless otherwise expressly provided in this Agreement, the prices quoted or referred to in any accompanying invoice (the “Invoice”) shall not include any charges for freight, transportation, customs or duties, tariffs, taxes (whether sales, use, import, or other taxes of any nature whatsoever), inward remittance/bank charges, insurance, or any other charges relating to the sale, transportation, and shipment to, or use by, Customer of the products sold hereunder.  Such charges and/or taxes shall be the sole responsibility of, and shall be borne exclusively by, Customer.  Wherever applicable, any such charges and/or taxes will be added to the Invoice as a separate charge to be paid by Customer.  If HainaTech is required to pay any such charges and/or taxes, Customer agrees to reimburse HainaTech for any amounts so paid upon demand.  Any purchase order accepted by HainaTech may be modified, canceled or terminated by Customer only with HainaTech’s written consent.

 

Payment Terms.  Unless otherwise agreed by the parties in writing, all Invoices shall be submitted by HainaTech to Customer upon acceptance by HainaTech of the purchase order and shall be immediately payable in full.  Unless otherwise agreed by HainaTech, all payments due to HainaTech hereunder shall be paid by credit card, debit card, PayPal or wire transfer for total order amounts less than $2,000.00 and by wire transfer only for total order amounts equal to and greater than $2,000.00 in accordance with the instructions contained in the Invoice.  Orders will not be shipped until payments have cleared with the applicable financial institution.  HainaTech reserves the right to retry failed payments to complete the transaction.

 

Validating Customer’s Order.  Information provided to HainaTech when an order is placed, such as billing/shipping address and phone number, will be used to verify Customer’s payment.  Incorrect information will result in a delay in processing and may impact the final shipping date of the order.  Orders in which sufficient information cannot be verified may be canceled; however, HainaTech reserves the right to cancel any order at any time without giving any reason.  HainaTech’s issuance of an order confirmation, whether electronic or other form, does not signify HainaTech’s acceptance of the order, nor does it constitute confirmation of HainaTech’s offer to sell.  HainaTech reserves the right at any time after receipt of an order to accept or decline the order and/or to limit quantities on any order, without giving any reason.  [HainaTech reserves the right to limit or prohibit sales to resellers.]

 

Shipment and Delivery.  This offer is made with the understanding that it is subject to inventory availability. All shipping and handling expenses are the sole responsibility of Customer.  Delivery dates are estimates only and are based on normal shipping conditions (shipping conditions and actual shipping dates may vary).  HainaTech will endeavor to meet all estimated delivery dates indicated on the order confirmation; provided, however, that HainaTech reserves the right to change any and all such delivery dates subject to HainaTech’s availability schedule without notice and without liability to Customer.  Method and route of shipment are at HainaTech’s discretion unless Customer chose shipment options other than HainaTech’s standard shipment with respect thereto.   All shipments are made at Customer’s risk.  Non-delivery by HainaTech as to any product shall not be deemed a breach of this Agreement.  Any non-delivery shall not relieve Customer from its obligation to accept or be responsible for any subsequent or prior shipment.  All shipments shall be packaged in accordance with HainaTech’s standard and customary packaging practices.  HainaTech retains the right, at its option, to cancel any order, in whole or in part, without any resulting liability to Customer or any third party.         

 

Title and Risk of Loss.  Title to and risk of loss and damage for any shipment of products shall pass to Customer immediately upon the earlier to occur of deposit with a common carrier or delivery of such shipment to Customer or its designated agent.     

 

Acceptance; Rejection.  Except as provided in this paragraph, Customers shall accept all products shipped in accordance with the terms and conditions of this Agreement.  Customers may only reject defective products.  In order to reject a shipment, Customer must give written notice (each, a “Rejection Notice”) to HainaTech within thirty (30) days after receipt of the shipment, together with a reasonably detailed written statement of its reasons for rejection and alleged defect.  If no such notice is received, then Customer shall be deemed to have accepted the shipment of the products and to have waived any and all claims with respect thereto.  No claim of any kind (whether as to delivered products or for non-delivery of products, including claims of defective products and whether arising in tort or contract) shall be greater in amount than the purchase price of the products in respect of which such damages are claimed.  Upon receipt of a Rejection Notice reasonably acceptable to HainaTech, at its sole discretion, HainaTech shall issue a Return Merchandise Authorization (“RMA”) to Customer.  In no case shall Customer return products without first obtaining an RMA.  Returned products must be delivered to HainaTech, in their original packaging and be accompanied by Customer’s RMA.  Customers must prepay shipping charges and insure the shipment or accept the risk if the products are lost or damaged in shipment.  Refunds or credits do not include original shipping and handling charges.  If HainaTech disagrees with any alleged defect by Customer, then an independent party reasonably selected by HainaTech shall analyze the products in question as may be necessary to substantiate whether the products rejected by Customer are defective. Both parties agree to cooperate with the independent party’s reasonable requests for assistance in connection with its analysis hereunder. Both parties shall be bound by the independent party’s results of analysis. The costs incurred by the parties shall be borne by the losing party. If HainaTech or the independent party confirms the defect, HainaTech shall, at its sole option, replace (if it has not already done so) the defective products with non-defective products as promptly as reasonably possible or, refund or credit to Customer the purchase price therefor.   

 

Warranty.  HainaTech warrants exclusively that on the date of delivery by HainaTech the products shall be free from defects in material and workmanship for a period of [twelve (12)] months from the shipment date. The products are sold without further warranties, guarantees, representations or promises.     

 

Disclaimer.  HainaTech’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR A BREACH OF ANY WARRANTY WITH RESPECT TO ANY PRODUCT SHALL BE, AT HainaTech’S SOLE OPTION, CREDIT OR REFUND OF THE PURCHASE PRICE OR REPLACEMENT OF THE DEFECTIVE PRODUCT.  FURTHERMORE, ANY SUCH WARRANTY SHALL BE NULL AND VOID AND SHALL NOT APPLY TO ANY PRODUCTS WHICH ARE

(i) IMPROPERLY STORED BY CUSTOMER, 

(ii) ALTERED, MODIFIED, DAMAGED, ABUSED, OR MISUSED (WHETHER INTENTIONALLY OR ACCIDENTALLY) BY CUSTOMER OR ANY PERSON OTHER THAN HainaTech, 

(iii) NOTWITHSTANDING ANY DEFECT, ARE USED OR OTHERWISE ACCEPTED BY CUSTOMER OR CUSTOMER WAIVES ITS CLAIM FOR REJECTION UNDER THE PROVISIONS OF THIS AGREEMENT.  

THE FOREGOING WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, AND HainaTech DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR USE AND/OR PARTICULAR PURPOSE.  

 

Indemnification.  Customer shall indemnify, defend, and hold HainaTech harmless from and against any and all loss, cost, liability, and expense (including, without limitation, reasonable attorneys’ fees and costs) incurred and/or paid by HainaTech resulting from or arising out of or in connection with:

 (i) any claims asserted or actions filed against HainaTech by a third party, including claims for personal injury or property damage, resulting from, arising out of or in connection with, Customer’s use of the products, 

(ii) any representation or warranty made to any third party by Customer, its affiliates, agents, distributors, or employees about the products which is not expressly authorized by HainaTech in writing.

 

Force Majeure.  Except as otherwise expressly set forth herein, HainaTech shall not be liable for any delay or for any consequence of any delay in the delivery of any products if such delay shall be due to acts of God, acts of terrorism, acts of a public enemy, changes in law, wars, floods, fires, storms, strikes, lockouts, pandemics, endemics, virus, significant interruptions of transportation, freight embargoes or failures, exhaustion or unavailability on the open market or delays in delivery of material, supplies, equipment, or services necessary for the performance of any provision hereof, or the happening of any material and reasonably unforeseeable act, misfortune, or casualty by which performance hereunder is delayed or prevented.  If any such delay occurs, then (unless the cause thereof shall frustrate or render impossible or illegal the performance under this Agreement or shall otherwise discharge the same), HainaTech’s period for performing its obligations shall be extended by such period (not limited to the length of the delay) as it may reasonably require to complete the performance of its obligation.   

 

Assignment.  Customers may not assign this Agreement or any of its rights or obligations hereunder without HainaTech’s prior written consent and any purported assignment in violation of this provision will be void.  This Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, the parties hereto and their permitted successors and assigns. 

 

Severability.  If any part of this Agreement shall be held unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and, to the extent permissible under applicable law, such unenforceable provision or provisions shall be deemed revised to the minimum extent possible to permit enforcement of such provision on terms as near as possible to such provision as originally drafted.

 

Governing Law; Forum; Enforcement.  This Agreement and any disputes between the parties arising in connection herewith shall be governed by and interpreted in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed entirely within such State, without regard to (and without application of) its laws, rules, and principles regarding conflicts of laws.  All disputes arising out of this Agreement shall be resolved by a court of competent jurisdiction in the State of New Jersey and both parties hereby consent to the exclusive jurisdiction of the courts of the State of New Jersey and the Federal District Court for the District of New Jersey.  In the event HainaTech takes or maintains any action to enforce its rights hereunder and prevails, Customer shall reimburse HainaTech for its reasonable costs and expenses incurred, including, without limitation, reasonable fees and disbursements of counsel and other advisors and professionals.  

 

Cumulative Remedies.  HainaTech’s remedies herein are cumulative and in addition to any other or further remedies available to it at law or equity.

 

Waiver.  HainaTech’s failure to enforce any right provided herein or to which it is entitled at law or equity will not constitute a waiver of that right or of any other rights to which it is entitled.

 

Entire Agreement; Modification; Waiver.  This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior orders, purchase orders, proposals, agreements, understandings, and negotiations regarding the same.  No modification of this Agreement shall be effective without HainaTech’s written consent.  Except as otherwise provided herein, in no event shall this Agreement be deemed amendable or amended except by a writing specifically referencing this Agreement and signed by HainaTech and Customer.  Any waiver by HainaTech of strict compliance with any provision of this order shall not be deemed a waiver of any of HainaTech’s rights, privileges, claims, or remedies hereunder (with respect to such provision or any other provision hereof), nor of HainaTech’s right to insist on strict compliance with respect to such provision thereafter.      

 

Return Policy
1. You have a max of 30 days to make returns. You must send back and postmark your return packages within 30 days after the delivery date. No returns made after 30 days from the delivery date will be accepted.
2. If the FREE GIFT is not returned, the value of the gift will be deducted from your refund.