Conditions of the Sale of Goods (“Conditions”):
1. These conditions of sale form part of every sale of Goods by the Company and by accepting delivery of any Goods, the Customer acknowledges that the Goods purchased are subject to these Conditions.
2. These Conditions must be read in conjunction with and form an essential part of the agreement between the Company and the Customer relating to the Goods.
3. Stipulations as to time for payment for the Goods are of the essence of the contract.
4. Payment for the Goods must be made by the Customer not later than thirty (30) days from statement date, unless otherwise agreed in writing by the Company.
5. If payment is not made by the Customer by the due date in accordance with clause 4 then the Customer must, unless extended credit terms are negotiated with the Company, pay to the Company interest on the purchase price computed from the due date until payment is made at a rate of interest equivalent to two percent per month. If the arrangements provided under this clause would otherwise constitute a credit contract as defined in the Consumer Credit Code the provision of credit by the Company is limited to a total period not exceeding 62 days. Nothing in this clause imposes an obligation on the Company to extend credit to the Customer for any period or at all.
6. Despite any other provision of these Conditions, risk in the Goods passes to the Customer when the Goods are delivered to the Customer’s usual place of business or at such other address advised by the Customer to the Company. The Company will make all reasonable efforts to have the Goods delivered to the Customer on the date agreed but the Company is under no liability if delivery is not made on this date.
7. (a) Despite risk in the Goods passing to the Customer as provided in clause 6, title and property in the Goods passes to the Customer when full payment for the Goods (including any additional amounts payable by the Customer to the Company as provided in these Conditions) or by any other contract between the Company and the Customer is received by the Company.
(b) Until title to the Goods passes, the Customer is a bailee of the Goods and unless otherwise agreed by the Company the Customer must separately store the Goods so that they are clearly identified as the property of the Company.
(c) If payment is not made for the Goods in accordance with to these Conditions and for any other amount owing by the Customer to the Company, the Company can by its employees or agents enter any premises where the Goods (or any other goods supplied by the Company to the Customer) are situated and retake possession and dispose of the Goods and the Customer must not claim against the Company in respect of such entry or disposal.
(d) The Customer grants the Company, its employees and agents an irrevocable licence to enter premises occupied by the Customer for the purpose of exercising the Company’s rights specified in clause 7(c). The Company may use reasonable force to take possession of the Goods (or any other goods supplied by the Company to the Customer) without liability for trespass, negligence or payment of compensation to the Customer or any agent of the Customer.
8. Until the Customer pays the full price for the Goods to the Company the Customer may only sell the Goods in the ordinary course of business as agent for the Company. The Customer must hold the proceeds of any such sale for and to the account of the Company and the Customer must take all steps necessary to keep such proceeds separate from other money until the proceeds are paid to the Company.
9. If the Customer defaults in any payment or commits any act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntarily other than for the purpose of amalgamation or reconstruction or compounds with its creditors generally or has a receiver or receiver and manager or administrator appointed over all or part of its assets, suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due, or passes a resolution for winding-up other than for the purpose of reconstruction or a petition is presented for its winding-up or bankruptcy, the Company may without prejudice to its own rights either suspend further deliveries of the Goods, retake possession and dispose of the Goods pursuant to clause 7 of these Conditions, require payment in advance for all the Goods or terminate any contract by notice to the Customer.
10. These Conditions apply despite any arrangements under which the Company provides credit to the Customer. To the extent there is inconsistency, these Conditions prevail.
11. The liability of the Company to the Customer for breach of contract, negligence or otherwise in respect of the Goods or supply of the Goods is limited to replacement of the Goods or the supply of equivalent Goods or the repayment of the purchase price of the Goods being at the absolute discretion of the Company. Without limitation the Company is not liable for consequential loss or damages however arising.
12. The Company and the Customer agree that the proper law governing their relationship and these Conditions is that of Thailand and that any proceeding in respect of any dispute arising out of these Conditions or the Goods must be commenced in the Courts of Thailand.
13. The Customer must inspect the Goods immediately upon delivery and no claims will be recognised unless made in writing and received by the Company within 7 day of delivery of the Goods or the supply of the services to the Customer.
14. The Company is not liable for infringement or unauthorised use of any intellectual property right arising from performance of these Conditions. If any dispute or claim is made in respect of any infringement or unauthorised use of intellectual property the Company may terminate the arrangements with the Customer by notice to the Customer and without any liability by the Company to the Customer or any other person.
15. Except for the purposes specified in Clause 8 of these Conditions nothing in these Conditions creates any agency or partnership between the Company and the Customer.