All orders placed with KLINGSPOR Vietnam Company Limited (“KLINGSPOR”) are subject to 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 set out in the quotation or confirmation issued by KLINGSPOR to the Customer, the latter shall govern. Contrary, inconsistent or additional provisions presented by Customer, whether written or oral, are specifically objected to and are not to become a part of the terms and conditions of sale unless expressly agreed to in writing by KLINGSPOR.



1 All headings are for guidance only and do not form part of the general terms and conditions of sale.


2 All prices, multipliers and quantity discounts are subject to alteration by KLINGSPOR until receipt of the respective order confirmation.

Terms and Prices

3.1 All payment set out herein will be due in full and must be fully paid by the Customer to KLINGSPOR not later than the end 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 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 the sale, purchase, delivery or storage of any of the products to be delivered by KLINGSPOR to Customer hereunder.

3.3 All orders are accepted subject to a ‘minimum carriage free order value’. If, in the sole opinion of KLINGSPOR, the order value exceeds the ‘minimum carriage free order value’ and qualifies for free transportation, the transportation costs will be paid by KLINGSPOR. The Customer shall be liable to pay the transportation costs for all accepted orders that fall below the ‘minimum carriage free order value’ and/or is not qualified for free transportation.

3.4 Any orders accepted below the ‘minimum order value’ will attract an administration charge in addition to the transportation costs in 3.3 above.

3.5 ‘Minimum carriage free order values’ and ‘minimum order values’ are subject to alteration by KLINGSPOR with 30 days prior written notice to Customer.

3.6 KLINGSPOR reserves the right to claim interest at the rate of 1.5% per month on any payment, monies or amounts due to 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 the nature of the manufacturing process, both KLINGSPOR and the Customer will make a 5% allowance to 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 deliver the product to the extent that such failure is caused by (i) a Force Majeure Event; (ii) an event the Customer’s failure to provide the KLINGSPOR with adequate delivery instructions for the place of delivery of the products. If Customer causes KLINGSPOR to delay delivery or completion of the products, KLINGSPOR will be entitled to any and all extra costs and expenses resulting from the delay.

5.3 If KLINGSPOR is compelled to cancel any delivery  in whole or in part for reasons outside of the sphere of control of KLINGSPOR , the liability of the Customer to make full payment for any products which are delivered shall be unaffected.

5.4 If the Customer fails to 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 have been completed on such delivery date with the Customer being liable to pay the agreed price of the delivered products and KLINGSPOR being entitled to sell or otherwise dispose of the Products without being liable to the Customer for any loss or damage incurred by the Customer..

5.5 All risk in the products shall pass to 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 be free of defects in material and workmanship and within manufacturing tolerance. The Customer agrees to 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 inspect the products and to correct the defect (if any). All defects, damages or shortfall in quantity or quality must be notified by the Customer to 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 be defective, KLINGSPOR’s only liability to the Customer shall be a replacement of the product or refund of the purchase price for the products PROVIDED ALWAYS that to 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.


7 KLINGSPOR will not accept the return of any products sold without its prior agreement. Products which have been manufactured to Customer’s size specifications are not returnable in any event. Any products which are authorised to 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 the Customer upon receipt by KLINGSPOR of the products.

Title Retention

8 The risk in the products will pass to 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 KLINGSPOR. The Customer acknowledges that until the ownership in the products is transferred to the Customer, the Customer will be in possession of the products solely as bailee for KLINGSPOR and if so required, the Customer will store the products separately from the Customer’s own goods and in such a fashion as to be readily identifiable to KLINGSPOR.

Reservation of Copyright and Patent

9 The design method of construction and content of all literature packaging and all other products remains the property of KLINGSPOR and the sale of any products shall not give to the Customer any implied licence to do 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 the Customer’s specifications or instructions.

Confidential Information

10 "Confidential Information" shall mean all information KLINGSPOR provides to 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 or subsequently enters the public domain without the Customer’s fault; b) information that at the time of receipt by the Customer was already known to 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 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 the Customer by KLINGSPOR). Upon KLINGSPOR's written request, the Customer shall promptly return to KLINGSPOR any and all copies of Confidential Information. 


11 Either party shall not assign or delegate in whole or in part its rights or obligations hereunder, except with the prior written consent of other party. Nothing contained herein shall restrict KLINGSPOR from hypothecating or assigning its receivables hereunder or entering into invoice financing arrangements, whether in the form of factoring or discounting.

Force Majeure

12.1 KLINGSPOR shall not be liable for any default or delay attributable to 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 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 event either party hereto is fails to, wholly or in part, carry out its obligations hereunder due to Force Majeure Event, such party shall inform the other 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 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 so caused but for no longer 3 months  from the date of the occurrence of Force Majeure Event.    

12.3 Either party shall be entitled to  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 set forth herein, together with any terms presented on or accompanying a KLINGSPOR quotation or order confirmation which are expressly stated to apply to 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 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 any extent to be illegal or unenforceable under the applicable law, that term or provision or part shall to that extent be deemed not to form 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 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 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.