Table of contents:
Terms Effective Date: June 1, 2023
These Henkel Adhesives eCommerce Customer Terms and Conditions (the “Terms”) are between Henkel Corporation and its subsidiaries or affiliated companies, in the United States, at One Henkel Way, Rocky Hill, CT 06067 (“Henkel,” “we,” “us,” or “our”) and you, the individual who accepts these Terms (“Customer,” “you,” or “your”).
This Henkel Adhesives eCommerce Website is intended for use by industrial purchasers only. Equipment and products sold on this site by Henkel are packaged, labelled, and intended for sale to industrial customers for use in a business setting by trained professionals. This site and the equipment and products sold here are not packaged, labelled, or intended for sale to or for use by consumers.
THESE TERMS TAKE EFFECT WHEN YOU CREATE AN ACCOUNT AND/OR PLACE AN ORDER ON THE HENKEL ADHESIVES ECOMMERCE WEBSITE. BY ACCEPTING, YOU (A) AFFIRM THAT YOU ARE PURCHASING FOR OR ON BEHALF OF AN INDUSTRIAL CUSTOMER FOR AN INDUSTRIAL USE; (B) ARE AT LEAST 18 YEARS OLD; (C) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (D) AGREE THAT YOU ARE LEGALLY BOUND BY THEM; AND (E) ACKNOWLEDGE THAT THEY MAY BE UPDATED FROM TIME TO TIME AND THAT YOUR USE OF THE HENKEL ADHESIVES ECOMMERCE WEBSITE CONSTITUTES YOUR CONTINUED ACCEPTANCE OF THE THEN CURRENT TERMS. IF YOU DO NOT ACCEPT THESE TERMS OR ANY SUBSEQUENT CHANGES TO THEM, PLEASE DO NOT USE THE HENKEL ADHESIVES ECOMMERCE WEBSITE AND CANCEL YOUR USER CUSTOMER ADHESIVES ECOMMERCE ACCOUNT (IF APPLICABLE).
1. SCOPE OF AGREEMENT. These Terms govern your access to, use of, and transactions made through the Henkel Adhesives eCommerce Website (“Henkel Adhesives eCommerce Website”) operated, provided by, or managed by Henkel. Henkel Adhesives eCommerce Website enables Customers to purchase industrial equipment and products from Henkel.
2. POLICIES. Certain policies accessible through the Henkel Adhesives eCommerce Website apply to your use of and access to the Henkel Adhesives eCommerce Website. These “Policies” include, without limitation, the Henkel Terms of Use, the Henkel Privacy Policy, and the Henkel California Privacy Notice Policy, as they may be amended from time to time.
3. ACCOUNT SECURITY; ACCESS. Upon completion of your registration on the Henkel Adhesives eCommerce Website, a “Customer Account” or “Account” will be created for you. Your Customer Account will contain information and details unique to you. You are responsible for all activities that occur under your Customer Account, including maintaining the security of the passwords associated with your Customer Account. If you are unable to access your account for any reason, please use the “general inquiry” form located within the Support Section for further assistance. Your access to your Customer Account may be revoked by Henkel at any time with or without cause. Please note that we may access any and all information associated with your Customer Account. You hereby grant to Henkel the right to monitor, diagnose, communicate with, retrieve information from, and otherwise access your Customer Account for the purpose of providing you with the Henkel Adhesives eCommerce Website.
4. CUSTOMER INFORMATION. Except as disclosed in these Terms, our use of your information is subject to the Henkel Privacy Policy. Please review the Henkel Privacy Policy and Henkel California Privacy Notice to understand our practices with respect to your information. We require you to provide information about you to access and use the Henkel Adhesives eCommerce Website. You may need to provide supplemental information to fulfill your Orders for equipment or products. You will ensure that all information that you provide to us is accurate and complete. We may share information you provide to us with Henkel affiliates and third parties to facilitate your use of the Henkel Adhesives eCommerce Website, and to enable us to improve or develop our services.
5. PLACING AN ORDER; ORDER ACCEPTANCE; ORDER CANCELLATIONS. Orders placed by Customer (“Order”) are your binding obligation to purchase your selected equipment and products ordered via the Henkel Adhesives eCommerce Website. Henkel may require certain information or verification before accepting your Order. Henkel reserves the right to, in its sole discretion and for any reason, on a case-by-case basis, to reject or cancel any Orders, in whole or in part, even after a confirmation email has been sent with the Order number and details. Henkel will notify you in the event of an Order cancellation.
6. PAYMENT METHODS. Henkel uses a third-party payment service provider. Henkel’s third-party payment provider accepts credit and debit cards issued by U.S. banks. It may obtain authorization for an amount up to the amount of the payment, however you will not be charged until your Order is shipped. If there is a problem charging your selected payment method for your Order, you may be asked to use another credit card to complete your Order.
7. SALES TAX. You are responsible for payment of all applicable sales (state and local) and use taxes, or for providing a valid sales tax exemption certificate. It is your responsibility when placing an Order to indicate which equipment and/or products are subject to your valid tax exemption certificate. The amount of any sales tax will depend on where your Order is being shipped. The sales tax amount shown at the time your Order is placed is an estimate and may vary slightly from final amounts charged if state or local tax jurisdictions impose a change to the rate before items are shipped.
8. SHIPPING. Your Order will be shipped according to the Henkel’s shipping policy, which policy will be available for your review at, or prior to checkout. Henkel strives to process your Order within three (3) business days of receipt of your Order, but this is an estimate only. Orders will be shipped to a physical address in the continental United States. Orders cannot currently be shipped to Alaska, Hawaii, U.S. Protectorates, APO, FPO and PO Boxes, or internationally. Orders will ship via standard shipping, and all Orders are subject to shipping fees assessed at checkout. Henkel shall not be liable for any delays, loss, or damage in transit. Any specified delivery dates in a sales order confirmation or otherwise are estimates only and do not represent a confirmation on delivery date for the delivery of any Order. Henkel may, in its sole discretion, without liability or penalty, make partial deliveries of an Order to you.
9. RETURNS; REFUNDS. You will abide by Henkel’s returns and refund policies for the equipment and products you purchase on the Henkel Adhesives eCommerce Website. Henkel’s policy will be available for your review at, or prior to checkout. Orders may be eligible for return within thirty (30) days from the date of the Order delivery. Shipping fees are not refundable. Returned items must be in original packaging, unopened and unused to be eligible for a return. Before an Order can be returned, you must request and receive a prior written return authorization from Henkel. Any associated return shipping costs are the responsibility of the Customer. Equipment and product returns may be denied. All returns may be subject to a 15% restocking fee.
10. MODIFICATIONS TO EQUIPMENT AND PRODUCTS AND PRICES. Prices for equipment and products on the Henkel Adhesives eCommerce Website are subject to change without notice. Henkel reserves the right at any time to modify or discontinue any of its equipment or products (or any part or content thereof) without notice at any time. Henkel shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of equipment or products available on the Henkel Adhesives eCommerce Website. Posted prices do not include taxes or charges for shipping. All such taxes and charges will be added to your total and itemized in your shopping cart at checkout. We may occasionally offer promotions on the Henkel Adhesives eCommerce Website that may affect pricing. These promotions may be governed by additional terms separate from these Terms (“Additional Terms”) which will supersede these Terms in case of a conflict.
11. RECOMMENDATIONS OR INSTRUCTIONS. Henkel’s recommendations or instructions as to use of any equipment or product, including its use alone or in combination with other equipment or products, are based upon information believed to be reliable, but Henkel makes no warranty or guarantee of results and assumes no obligations or liability with respect thereto. Henkel assumes no responsibility for any assembly into which any equipment or product is incorporated as a component product or part. You shall be responsible for designing and conducting all testing to determine whether any equipment or product is appropriate for your application. Any recommendations or instructions from Henkel are not intended to suggest operations that would infringe or not infringe, as the case may be, any patents belonging to third parties, and Henkel assumes no liability or responsibility for infringement of any such patents. Henkel may, without liability to Customer of any kind, decline to continue deliveries of any equipment or product, the manufacture, sale or use of which, in Henkel's opinion, would infringe any such patent now or hereafter issued.
12. LIMITED WARRANTY ON EQUIPMENT; DISCLAIMER. All equipment manufactured and sold by Henkel through the Henkel Adhesives eCommerce Website is warranted only to Customers for use in a commercial business setting. Henkel warrants equipment to be free from defects in material and workmanship for a period of twelve (12) months from date of delivery when used as directed by the equipment operating manual, under normal use and operating conditions. If Henkel elects to accept a return of the equipment, Customer must return the equipment to the location directed by Henkel, shipping costs prepaid. During the limited warranty period, Henkel will, at its discretion, and as Customer’s sole and exclusive remedy, (i) repair; (ii) replace; or (iii) refund the purchase price of the equipment, which fails to comply with the limited warranty stated herein. After any warranted item has been repaired or replaced, the limited warranty shall continue only for the balance of the original one (1) year limited warranty period. Henkel does not warrant consumables.
Henkel’s Limited Warranty shall be void if: (i) Customer makes any further use of the equipment after giving Henkel notice; (ii) the nonconformance arises because Customer failed to follow Henkel’s written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment; or (iii) Customer alters or repairs such equipment without the prior written consent of Henkel.
HENKEL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, STATUTORY OR OTHERWISE, CONCERNING EQUIPMENT INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE WARRANTIES GIVEN IN THIS SECTION ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
13. THIRD PARTY PRODUCT. Products, including without limitation software, manufactured, or created by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the equipment. Third Party Products are not covered by any warranty from Henkel, and you must look to the original manufacturer for any warranty or remedies. For the avoidance of doubt, HENKEL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
14. INDEMNIFICATION. You will defend, indemnify, and hold harmless Henkel and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a “Claim”) to the extent such Claim is based on your use or misuse of the Henkel Adhesives eCommerce Website in connection with: (a) an infringement of any patent, trademark, or copyright, including costs and expenses, (b) any breach of these Terms, (c) any unlawful, improper or negligent use by anyone of any equipment or product you purchased under these Terms, (d) any dispute in connection with the Henkel Adhesives eCommerce Website, or (e) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
15. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, HENKEL'S LIABILITY IN ALL EVENTS IS LIMITED TO THE AMOUNT YOU PAID FOR THE SPECIFIC EQUIPMENT OR PRODUCT IN QUESTION. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL HENKEL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, REVENUE, LOST PROFITS, OR LOSS OF DATA THAT RESULT FROM YOUR PURCHASE OR USE OF ANY EQUIPMENT OR PRODUCT, OR USE OF THE HENKEL ADHESIVES ECOMMERCE WEBSITE, EVEN IF HENKEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. GOVERNING LAW. The laws of the State of Delaware, without reference to conflict of law rules, as well as the Federal Arbitration Act and federal arbitration law, govern these Terms and any dispute that might arise between you and us that pertains to the Henkel Adhesives eCommerce Website or these Terms. The United Nations Convention for the International Sale of Goods does not apply to these Terms.
17. COPYRIGHTS; TRADEMARKS; PATENTS. As set forth in Section 1 of the Terms of Use, use of the Henkel Adhesives eCommerce Website does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents.
18. DISPUTES. Any dispute or claim relating in any way to Henkel Adhesives eCommerce Website or these Terms will be resolved by binding arbitration, as set forth in Section 11 of the Terms of Use. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
19. NO JURY TRIAL; INJUNCTIVE RELIEF. If, for any reason, a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. In the event Customer is in breach, or threatens to breach any covenants in these Terms Customer acknowledges and agrees that Henkel will be greatly damaged, such breach(es) will be irreparable and difficult to quantity; therefore, Henkel may apply to any court of competent jurisdiction in the United States for injunctive or other equitable relief to restrain such breach or threat of breach, without impairing, invalidating, negating or voiding Henkel’s rights to relief in either law or equity.
20. TERM; TERMINATION. These Terms take effect when you create a Customer Account or place an Order on the Henkel Adhesives eCommerce Website and continue in effect until you or we terminate your Account or these Terms. We may terminate these Terms at any time. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, equipment, or services; terminate your right to use some or all of the Henkel Adhesives eCommerce Website products, equipment, or services; and/or cancel, in whole or in part, Orders. Upon termination, all rights and obligations under these Terms automatically terminate except for rights of action occurring prior to termination, rights of indemnity, limitation of liability and payment obligations.
21. NOTICES. You consent to receive communications from us electronically, including through e-mails, notices and messages posted on the Henkel Adhesives eCommerce Website or in your Customer Account and other communications made available to you on a desktop or mobile device as set forth in the Henkel Privacy Policy. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. We may also send you notices at the address provided when registering your Customer Account, which you agree is a proper and valid address for any legal or contractual purpose.
22. FEEDBACK. If you make any suggestions about the Henkel Adhesives eCommerce Website or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner without any compensation owed to you.
23. SEVERABILITY; WAIVER. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Our failure to enforce your strict performance of any provisions of these Terms will not constitute a waiver of our right to enforce such provisions or any other provision of these Terms subsequently.
24. ENTIRE AGREEMENT. These Terms constitute the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms or which may be in any order, receipt, acceptance, confirmation, correspondence, or other document, including informational forms we complete, sign, or otherwise provide to you for your convenience.