Terms and Conditions
All quotations, orders and sales are subject to the following terms and conditions, the sole terms and conditions under which Henschel and its subsidiaries make all sales. Henschel may, from time to time, change or supplement these terms and conditions. Credit card orders may be subject to two separate charges per order. The product charge is applied at the time of the order; the shipping charge is applied at the time of order shipment.
If there is a problem with your order, please contact our Customer Support Department immediately. Notice of order cancellations must be made in writing. Cancellation of non-custom orders shall be subject to a Cancellation Charge equal to 25% of the Order Value, or the value of material and work performed on the cancelled product at the time of cancellation, whichever is greater, plus other reasonable expenses and overhead associated with the commitments or preparations to produce such order. Custom orders are non-cancellable.
Unused or undamaged catalog products may be returned within 60 days of shipment and with an authorization number obtained from Henschel Customer Support Department prior to the return. Such authorization number shall be noted on all paperwork and packaging. Unauthorized returns will not be accepted and credit will not be issued. A restocking charge equal to 25% of all materials and services invoiced and all freight charges will apply to returns.
All orders are shipped F.O.B. Henschel facilities and will use the carrier designated by Customer. Risk of loss or damage shall transfer to Customer upon tender of products to Customer, Customer’s representative, or common carrier. In all cases, Customer assumes all risk of loss or damage to products in transit, and the responsibility for filing a claim with the carrier. In the event of freight loss or damage, Customer shall notify the carrier immediately, and mark the bill of lading “damaged.” When receiving a shipment, note the number of cartons and/or pallets shipped on the bill of lading in relation to the number of cartons and/or pallets received. Henschel shall, at Customer’s cost, ship replacement products upon Customer’s request. Customer shall bear the cost of any special packing or handling if such is requested by Customer and other shipping related costs charged by the carrier such as charges for discrepancies in account numbers, inaccurate or incomplete destination addresses or misleading information that caused erroneous deliveries, storage fees and all other additional costs and expenses.
DELIVERY; FORCE MAJEURE
Henschel shall make a good faith effort to complete delivery of the products as indicated by Customer in writing. However, Henschel shall be relieved of its obligations and liabilities in respect of any present or future failure or delay of delivery as long as such fulfillment is prevented by causes beyond its control including but not limited to acts of God, fire, flood, wind, war, strikes, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers, government regulations or laws, or failure of third parties products where applicable.
Henschel does not guarantee all items will be in stock. Some catalog products may not be in inventory and will require a lead time to produce and ship.
PROPRIETARY PROPERTY AND CONFIDENTIAL INFORMATION
The sale of the products hereunder to Customer shall in no way be deemed to confer upon Customer any right, interest or license in any Henschel proprietary property or patents, patent applications or design copyrights Henschel may have covering the products or any rights, interests or license in and to discoveries, inventions and other proprietary rights arising out of the work done by Henschel in connection with the products or products developed by Henschel. Customer warrants that it will not divulge, disclose, or in any way distribute or make use of such proprietary information and any Henschel confidential information, including without limitation, all other information related to products, our intellectual property, and the economic terms of our relationship, and that it will not manufacture or engage to have manufactured same or similar products as those supplied by Henschel.
INSPECTION AND ACCEPTANCE
Customer shall report to Henschel all claims for damage, shortage or errors in shipping within two (2) days following delivery to Customer. Customer shall have fourteen (14) days from the date Customer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Henschel, in writing, of any defects, nonconformance or rejection of such products. After such fourteen (14) day period, Customer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Customer shall have no right to reject the products for any reason or to revoke acceptance. Customer hereby agrees that such fourteen (14) day period is a reasonable amount of time for such inspection and revocation. While Henschel is not responsible for the cost of replacement materials or freight expenses for goods damaged in transit, we will ship replacement product and bill Customer accordingly pending claim results.
Customer’s sole and exclusive remedy for any alleged defects or nonconformity of products shall be, at Henschel’s option, repair, replacement or refund or credit for a pro rata portion of the purchase price attributable thereto. Under no circumstances shall Henschel be liable for any special, incidental, consequential, exemplary, punitive, multiple, personal injury or property damages, or other indirect or liquidated damages, costs or loss of profit incurred by Customer as a direct or indirect result of design, manufacturing, sale, installation or use of products or any defect or nonconformity in the products, or delay or failure or delay of delivery, whether based on warranty, contract, tort, strict liability, negligence, or otherwise, regardless of whether Henschel was aware of or should have been aware of the possibility of such damages or costs. Henschel’s liability in connection with the sale of products shall not exceed the net sales price of the defective products received by it.
HENSCHEL MAKES NO EXPRESSED OR IMPLIED WARRANTIES. HENSCHEL HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. ALL PRODUCTS AND/OR SERVICES PROVIDED BY HENSCHEL AND ITS EMPLOYEES AND AGENTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom.
GOVERNING LAW / EXCLUSIVE FORUM
These terms and conditions shall be governed by and be construed in accordance with the internal laws of the State of Ohio, without regard to the conflicts of laws principles thereof. Parties hereby irrevocably submit all disputes and/or claims to the jurisdiction of the United States District Court for the Northern District of New Jersey and, if such court does not have jurisdiction, of the courts of the State of New Jersey in Bergen County, for the purposes of any proceeding arising out of these terms and conditions, or the subject matter hereof or thereof, brought by any other party.
Henschel makes all reasonable efforts to ensure catalog information is correct; however, it is possible errors may occur. Henschel is not liable for misprints or other errors in this catalog. In addition, Henschel reserves the right to change pricing, minimum order requirements or product specifications and availability without prior notice. Henschel strongly recommends customer testing of product to ensure product meets all customer requirements for intended application. Merchandise and signage shown with Henschel product is for demonstration only — no endorsement is implied.