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Hanshi Terms of Service

I. HANSHI STANDARD TERMS AND CONDITIONS

Please read these terms and conditions carefully. They contain important information concerning the customer’s (“Customer”) legal rights, warranties, obligations, and available dispute resolution remedies. They also provide that if HANSHI is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.

Except in those instances where HANSHI and a business Customer (“Business Customer”) enter into a separate written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Business Customers as well as individuals, and the term Business Customer includes, but is not limited to, government, institutional, and educational customers.

HANSHI reserves the right to revise these Terms and Conditions at any time.

A. SALES POLICY FOR PRODUCTS

1. Wholesale Only.

www.hanshiled.com ("HANSHI") sells its complete offering wholesale to Business Customers, while also serving individuals.

 

2. Prices.

A. Prices will be different for customers dependent upon the quantity asked for and the products specified. Prices: (i) are offered to Customers that do not have other pricing arrangements with HANSHI; (ii) are subject to these Terms of Sale; (iii) are available for orders placed on HANSHI, by phone, or at HANSHI branch locations; (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice.

B. Customers that have other pricing arrangements with HANSHI can view their prices and the applicable prices to which discounts, if any, are applied. Export orders may be subject to other special pricing.

C. HANSHI reserves the right, in its sole discretion, to offer a volume discount (“Volume Discount”) to Customers based on the number of products purchased in a single transaction. Volume Discount pricing is subject to product availability, and quantity limits may apply. Resale by Customers at retail or online of products purchased under Volume Discount pricing is prohibited. HANSHI reserves the right to (i) accept or reject any Volume Discount order, or (ii) charge the full price for the product if the event that Volume Discount priced items are returned.

 

3. Sales Tax.

The customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, the Customer shall indicate which products are tax-exempt.

 

4. Payment

We have to include here how payments should be made and in which currency.

 

If the Customer fails to make payment within thirty (30) days of the order, HANSHI may defer shipments until such payment or compliance is made, require cash in advance for any further shipments Business Customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by Business Customer, its subsidiaries, and affiliates. Each of Business Customer’s subsidiaries and affiliates purchasing from HANSHI is jointly and severally liable for all purchases made by Business Customer and its subsidiaries, and Customer is also acting as an agent for such subsidiaries and affiliates. Business Customer further agrees to defend, indemnify and hold harmless HANSHI from any and all claims, injuries, damages, losses, or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to HANSHI made on behalf of Business Customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.

 

5. DISPUTE RESOLUTION - ARBITRATION

Any dispute of any sort that might arise between HANSHI and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through HANSHI, or arising from or relating to any communication between Customer and HANSHI or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify. The customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).

HANSHI and Customer both agree that either party may bring suit in court to enjoin infringement or another misuse of intellectual property rights.

 

C. FREIGHT POLICY

All Catalog Products and Sourced Products are shipped F.O.B. Origin with all costs imposed by the carrier related to the shipment paid by HANSHI and charged to Customer on Customer’s invoice. Receipts for freight charges will not be furnished. COD shipments are not permitted. Fuel surcharges and other surcharges may be applied. Title and risk of loss pass to the Customer upon tender of shipment to the carrier. If the product is damaged in transit, the Customer's only recourse is to file a claim with the carrier. If the Buyer chooses freight collection, shipments will be F.O.B. Origin using a carrier designated by the Customer.

 

D. PRODUCT WARRANTY POLICY

1. SATISFACTION GUARANTEE TO ALL CUSTOMERS

Customers should contact HANSHI if not satisfied with a product for any reason. Unless otherwise noted herein, HANSHI will promptly provide an exchange or refund if the product is returned within 30 days of the date of invoice, with proof of purchase from HANSHI.

 

2. LIMITED WARRANTY

A. ALL PRODUCTS SOLD ARE WARRANTED BY HANSHI ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS OR GOVERNMENT.

B. HANSHI WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF INVOICE FROM HANSHI, UNLESS OTHERWISE STATED. PROVIDED THAT HANSHI ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, HANSHI MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY THE CUSTOMER. CUSTOMERS MUST RETURN THE PRODUCT TO THE APPROPRIATE HANSHI BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY HANSHI, AND SHIPPING COSTS PREPAID. HANSHI'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY THE CUSTOMER FOR THE PRODUCT, SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.

 

3. WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY

A. FOR BUSINESS CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY HANSHI. HANSHI DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. HANSHI ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR, OR MISAPPLICATION. HANSHI EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. HANSHI'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

B. FOR ALL OTHER CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY HANSHI. HANSHI DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. HANSHI ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR, OR MISAPPLICATION. HANSHI EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE.

 

4. WARRANTY PRODUCT RETURN

Before returning any product, the Customer may contact HANSHI either by logging on to HANSHIled.com/returns or calling HANSHI’s Customer Care. Proof of purchase is required in all cases.

 

5. MANUFACTURER'S WARRANTY

For information on a specific manufacturer's warranty, please contact the local HANSHI branch or call HANSHI Customer Care.

 

6. PRODUCT COMPLIANCE & SUITABILITY

Jurisdictions have varying laws, codes, and regulations governing the construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. HANSHI does not guarantee compliance or suitability of the products it sells with any laws, codes, or regulations, nor does HANSHI accept responsibility for the construction, installation, and/or use of a product. It is the Customer's responsibility to review the product application and all applicable laws, codes, and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

 

7. CROSS-REFERENCE INFORMATION

Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. The customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine the suitability of the product for the Customer's intended use.

 

E. PRODUCT INFORMATION

1. Catalog/Website Information

HANSHI is a manufacturer and distributor of products. Information about the products in the HANSHI catalog or website is provided by HANSHI. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any HANSHI catalog, literature, or website does not constitute the right to purchase products. HANSHI reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the HANSHI catalogs and websites, and HANSHI reserves the right to correct or change such pricing errors without notice. HANSHI further reserves the right to cancel any and all orders resulting from such pricing errors, even if the Customer has received an order confirmation from HANSHI.

 

2. Product Substitution

Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.

 

F. GENERAL TERMS

1. Electronic Data Interchange

If HANSHI and Business Customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Business Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. HANSHI and Business Customer will negotiate and agree on technical standards and methods to use in making EDI purchases and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by HANSHI regarding EDI purchases made by Business Customer shall be deemed to be conclusive.

 

2. Third-Party Payment Provider

If Business Customer elects to use a third-party payment system provider (“Third Party Provider”) and HANSHI is charged fees by the Third Party Provider, HANSHI reserves the right to seek reimbursement from Business Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.

 

3. Intellectual Property

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs, or any other intellectual property rights (“IP”) reserved by HANSHI, or any IP owned by manufacturers and/or suppliers to HANSHI. All materials contained in HANSHI catalogs or on its websites are subject to the ownership rights of HANSHI and its manufacturers and/or suppliers. The customer shall have no right to copy or use any IP of HANSHI or its manufacturers and/or suppliers without HANSHI's permission.

 

4. Cancellation

All product order cancellations, if not prohibited above, must be approved by HANSHI, and may be denied or subject to restocking fees and other charges.

 

5. Product Returns

Product returns by Customers outside of HANSHI’s 30-Day Satisfaction guarantee period must be made within one (1 ) year from the date of invoice unless otherwise indicated. Customers should go to Hanshiled.com\returns for instructions. HANSHI does not take title to returned products until the item is received by HANSHI at the applicable return location. Proof of purchase is required in all cases. Returned products must be in original packaging, unused, undamaged, unexpired, and in saleable condition. Product returns may be denied or made subject to restocking fees and other charges by HANSHI.

 

6. Force Majeure

HANSHI shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees, controls or acts of authority, states of emergency, insurrections, epidemics, pandemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of HANSHI in the conduct of its business.

 

7. Assignment

Customer shall not assign any order, or any interest therein, without the prior written consent of HANSHI. Any actual or attempted assignment without HANSHI's prior written consent shall entitle HANSHI to cancel such order upon notice to Customer.

 

8. No Third-Party Benefit

The provisions stated herein are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity, not a party hereto.

 

9. Severability

If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

 

10. Modification of Terms

HANSHI’s acceptance of any order is subject to the Customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of HANSHI’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of HANSHI’s terms and conditions by Customer shall be binding upon HANSHI unless agreed to in writing by an authorized representative of HANSHI. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in HANSHI’s acknowledgment, HANSHI’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by HANSHI of any of the terms and conditions contained herein or in HANSHI’s acknowledgment. HANSHI reserves the right to accept or reject any order. HANSHI reserves the right to limit the total quantity of items purchased per order and the number of individual orders placed per customer per day.

 

11. Complete Agreement

The terms and conditions in (i) HANSHI’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) websites; and (vi) catalogs are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and HANSHI.

 

12. Authorization

Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access Hanshiled.com or any other HANSHI website or application on behalf of the Business Customer or otherwise purchase products from HANSHI on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from HANSHI on behalf of Business Customer. Business Customers hereby agree to indemnify and hold HANSHI harmless against any breach of this representation.

 

13. Termination

Service Provider or Business Customer may terminate their service agreement at any time and for any reason upon thirty (30) days' written notice to the other party. If terminated by Business Customer, Business Customer shall pay Service Provider an amount equal to the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion for such project at the time the notice of termination is given, as determined by Service Provider.

 

14. Indemnity

Business Customer shall defend, indemnify and hold harmless HANSHI, Third-Party Providers, and their respective officers, directors, employees, subcontractors, and agents (each individually, an “Indemnified Party”) from and against any and all claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys’ fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, Business Customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of Business Customer, provided that (i) the Indemnified Party notifies Business Customer promptly in writing of the claim; (ii) Business Customer’s counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) Business Customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and (iv) the Indemnified Party provides Business Customer with all reasonably necessary assistance, information, and authority to perform the foregoing at Business Customer’s expense.

 

15. Permits, Export, and Import Licenses

The customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation.

FOR MORE ELLOBOROTATIVE TALKS ABOUT PURCHASE, MODE OF PAYMENT, DELIVERY, WARRANTY, AND TIME TO ARRIVE PLEASE CONTACT US DIRECTLY. OUR RESPONSE WILL BE SWIFT.

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