Terms and Conditions


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Current Terms and Conditions for Hohner Corp.


Hohner Corp.

5536 Regional Road 81

Beamsville, Ontario


L0R 1B3


Tel: 905 563 4924

Fax: 905 563 7209


1. Scope. All orders are subject to the following terms and conditions. No salesperson or other party is authorized to bind HOHNER by any agreement, warranty, statement, promise or understanding not herein expressed, and no modifications shall be binding on Seller unless same are, in writing and signed by an executive of seller or his duly authorized representative. Verbal orders will not be executed until written notification has been received by Seller and properly acknowledged by Seller.

2. Prices. All prices and terms are subject to change without notice. Prices shall be those in effect at the time of shipment. Orders requiring certified test data in excess of commercial requirements are subject to a special charge.

            3. Order Acceptance. All orders are subject to final approval and acceptance by Seller at his home office.

            4. Shipping and Payment Terms. Unless otherwise agreed, the following are the payment and shipping terms:

            Terms of Payment - Seller standard terms of payment - Net 30 days

            Transportation - Shipments are F.O.B. place of manufacture. (Beamsville, Ontario Canada)

5. Delivery. Delivery of goods to common carrier or licensed trucker shall constitute delivery to Buyer and all risk of loss or damage in transit shall be borne by buyer. Any claims or losses for damage or destruction after such delivery shall be the responsibility of the Buyer. Seller reserves the right to make delivery in installments which shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Except as otherwise provided, Seller shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges. If such charges are by terms of sale included in the price, any increases in rates becoming effective after the date hereof shall be set for the account of the Buyer.

6. Taxes. All sales, excise Goods and Services, and similar taxes which Seller may be required to pay or collect with respect to the goods covered by any order shall be for the account of the Buyer except as otherwise provided by law or unless specifically otherwise by Seller in writing.

7. Delay. Seller shall not be responsible for delays in delivery or any failure to deliver due to causes beyond Seller’s control, including but not limited to, acts of God, war mobilization, civil commotion, riots embargoes, domestic or foreign governmental regulations or orders, acts of the Buyer, its agents or employees, fires, floods, strikes, lockouts and other labour difficulties or shortages of or inability to obtain shipping space or transportation, or inability to secure fuel, supplies, power at current prices or on account of shortages thereof or due to limitations imposed by the extent or availability of Seller’s normal manufacturing facilities. Buyer may not in any event cancel this order for any delays in delivery without giving at least ten days prior written notice of intention to do so, and in no event after goods have left point of shipment.

8. Terminations and Hold Orders. No order may be terminated by the Buyer except upon written request by Buyer and approval by Seller and it said request is approved by Seller, under the following conditions.

(1) The Buyer agrees to accept delivery of and pay for at the appropriate current prices all of the units completely manufactured by Seller through the work day on which the termination is received by Seller.

            (2) The Buyer agrees to pay Seller all direct and indirect costs and expenses applicable to the portion of the order that is incomplete.

            (3) The Buyer acknowledges that “Hold Orders” and “Stop Work Orders” are properly considered at Seller’s option.

9. Protection Against Infringement. Seller agrees that it will at its own expense, defend any suits which may be instituted by any party against Buyer for alleged infringement of United States or Canadian patents relating to the goods of its own manufacture furnished hereunder, as used in the regular course of Buyer’s business, provided Buyer shall have made all payments then due hereunder, and gives to Seller immediate notice in writing such suits and in such suit, Seller will pay such award, but Seller shall not be responsible for any compromise without its written consent, nor shall it be bound to defend any suit or pay any damages therein when the same shall arise by reason of the use of parts not furnished by Seller hereunder, in the event that the use or sale of sold goods enjoined, Seller, if unable within a reasonable time to secure for Buyer the right to continue using or selling the said goods will, at its own expense, either replace the said goods so that the same becomes non-infringing or remove the enjoining goods and refund the sum paid, therefore; the foregoing states the entire liability of Seller for patent infringement by said goods or any part thereof.

            Seller resumes no liability whatever for patent infringement for any goods or part thereof manufactured to Buyer’s design.

10. Credit. Seller reserves the right at any time to revoke any credit extended to Buyer if Buyer fails to pay for any shipments when due or if in the Seller’s opinion there is a material adverse change in Buyer’s financial condition. Seller may at its option, cancel any accepted order if Buyer fails to meet any invoice due.

11. Warranty. Seller warrants its products against defects in the workmanship and materials of the items purchased under this order provided, however, that notice of such defect is received in writing by Seller within one year from date of delivery of the item under this order. Seller’s liability under this clause is restricted to replacing, repairing, or issuing credit (at Seller’s option) for any returned unit and only under the following conditions:

(1) Seller must be promptly notified in writing as soon as possible after defects have been noted by the customer but no later than one year from date of delivery.

            (2) The defective merchandise is to be returned to place of manufacture, shipping charges prepaid by the customer.

            (3) Our inspection of the returned units shall disclose to our satisfaction that the units were defective in workmanship or materials at the time of delivery.

            (4) Warranty will become null and void if product is tampered with.

            (5) Mounting instructions must be followed to maintain warranty coverage.

All other warranties, for any of Seller’s products, expressed or implied, statutory or otherwise, including without limitation any implied warranty of merchantability or fitness for purposes are excluded.

12. Returns and Adjustments. No unit may be returned unless authorized in advance and agreed to by Seller and then only upon such conditions as Seller may agree to. Buyer shall be responsible for the unit returned until such time as Seller receives the same at its plant and for all charges for packaging, inspection, shipping or transportation or insurance associated with returned material. In the event that credit for returned materials is granted, it shall be at the prices in effect as of the date of any original shipment of the unit by Seller. Claims for shortage or incorrect material must be made within 5 days after receipt of shipment.

13. Limitation of Liability. Seller’s liability for any claim of any kind (except) “Protection against infringement shall not exceed purchase price of any goods which give rise to the claim. Seller shall in no event be liable for Buyer’s manufacturing costs, lost profits, goodwill or other special or consequential damages. Seller can not be made responsible for any application of its devices nor does the Seller recommend the use of its devices in life support.

            14. Non-Waiver by Seller. Waiver by Seller of a breach of any of these terms and conditions shall not be construed as a waiver of any other breach.

            15. Compliance with Laws. Seller intends to comply with all laws applicable to its performance under any order.

            16. Errors. Clerical errors are subject to correction.

17. Governing Law. All matters relating to the interpretation and effect of those terms and any authorized changes, modifications or amendments thereto shall be governed by the laws of the Province of Ontario.

18. Extended Meanings. Words importing the single number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and words importing persons shall include firms and corporations and vice versa.

19. Headings. Headings of articles and sections hereof are inserted for a convenience of reference only and shall not affect the construction and interpretation of this agreement.

20. Entire Agreement. This agreement constitutes the entire Agreement between the parties with respect to the Corporation and their participation therein, except as herein stated and in instruments and documents to be executed and delivered pursuant hereto, and contains all representations, undertakings and agreements of the respective parties. There are no verbal representations; undertakings or agreements of any kind between the parties respecting the subject manner hereof except those contained herein.

            Currency. Unless otherwise specified, all references herein to currency shall be in US dollars

Hohner Corp. Tel:  1 905 563 4924 and 1 800 295 5693
5536 Regional Road 81 Fax: 1 905 563 7209
Beamsville, Ontario, L0R 1B3 E-mail: hohner@hohner.com
Canada Web: www.encoderonline.com