General Terms and Conditions of Sale
I. General – Scope of application
- Our deliveries and services are performed exclusively under the General Terms and Conditions of Sale set forth hereinafter. They apply also to all future transactions conducted between the contracting parties without requiring further special reference to them. They shall apply also to contracts concluded at a later date even if we do not expressly refer to them specifically, and even if we perform our deliveries or services to the buyer without reservation in full knowledge of standard terms and conditions of the buyer that are contrary to or deviate from our General Terms and Conditions.
- The buyer has full knowledge of our General Terms and Conditions, gained through our price lists, emails, and Internet publications.
II. Offers and conclusion of contract, Performance
- Our offers submitted to the ordering part are non-binding. The order alone shall constitute a binding offer. Acceptance of this offer takes place at our discretion either by sending a confirmation of order or by performing the ordered deliveries or services without reservation.
- The technical data and descriptions contained in our product information or advertising materials and technical data sheets, and the information and data provided by the manufacturer or his auxiliary persons shall not constitute warranties as to the properties, quality, or durability of goods to be delivered by us, unless such information is agreed under an individual contract.
- If goods are sold on the basis of a sample or a specimen, such sample or specimen this shall merely be considered a description of proper technical compliance with the sample or specimen but not a guarantee or warranty of the properties or durability of the goods to be delivered by us.
- We provide support to the best of our knowledge. All and any data and information provided as to the suitability and utilization of our goods does not release the buyer from examining and testing the goods for their suitability for their intended purposes.
III. Prices, terms of payment, default in payment
- The prices agreed upon the conclusion of contract, and in particular the prices stated in the order from and/or the confirmation of the order, shall apply.
- We reserve the right to reasonably adjust our prices in the event of changes of costs occurring after the conclusion of contract due to collective wage agreement, increases in pre-suppliers’ prices, or exchange rate fluctuations. Notification of such price changes is given no later than four weeks prior to the effectiveness of the new prices. Unless the ordering party objects in writing to the new prices within one week of notification, the new prices are considered accepted. This shall not apply if a fixed price is agreed.
- Our invoices are payable without deduction within the date for payment has been agreed.
- If the buyer fails to pay due invoices, observe a payment term, or in the event that the buyer’s financial situation deteriorates after the conclusion of the contract, or if, after the conclusion of contract, we obtain unfavorable information relating to the buyer that give rise to doubts as to the orderings party’s solvency or credit-worthiness, we are entitled to accelerate the maturity and declare immediately due the buyer’s residual debt, and, contrary to the agreement, demand advance payment, or payment of a security, or, upon delivery, immediate payment of all our receivables that are based on the same legal relationship. This shall apply in particular if the buyer ceases his payments, a check issued by the buyer is not honored, insolvency proceedings against the buyer’s assets are applied for or instituted, or if an application for such insolvency proceedings are rejected due to a lack of assets.
- Ownership of the delivered goods shall remain with us until receipt of the full payment of the purchase price.
IV. Dates for delivery and payment, delay in performance
- Delivery dates are estimates, unless a fixed date for the transactions has been expressly agreed in writing. Delivery periods are given under the reservation that the buyer meets his contractual duties of cooperation.
- We are entitled to perform partial delivery and partial services within the agreed delivery and performance periods if reasonable to the buyer.
- Observance of our delivery and performance obligations is subject to the due and proper performance of the buyer’s obligations. We reserve the right to plea non-fulfilment of the contract.
- In the case that the buyer is in default with calling, accepting, or collecting the goods or services, or if the buyer is responsible for a delay of the shipment or the service of the goods, we are entitled without prejudice to any other claims, to demand payment of a flat-rate in the amount of the usual local storage charges, regardless of whether the goods are stored in our facilities or those of a third party. The buyer bears the burden of proof of lower or no damage.
V. Passing of the risk, shipment and packaging costs
- Shipment is at the risk of the buyer on principle, i.e. even if pricing free destination station or free building site is agreed. We are under no obligation whatsoever to insure the goods. If the buyer is in default with acceptance or in arrears, the risk of accidental loss or deterioration of the goods passes to him.
- The same applies in the case of a violation of other obligations to cooperate. In the event that we perform any loading and/or discharging under individual contractual provisions, such services shall be performed under the General Freight Handling and Transportation Regulations of the forwarder or carrier that apply to the respective shipment or transport.
- Claims for damages may be raised against us only in cases of gross culpability (willful intent, gross negligence).
- Prices are inclusive of standard packaging, unless a different form of packaging has been agreed.
VI. Buyer’s obligations /Reservation of title
- The Buyer is obliged to treat the purchased goods carefully until full ownership has been acquired.
- The Buyer may neither pledge nor give as a security the goods owned by us.
- In the case of seizures or other third party intervention, the Buyer shall notify us in writing without undue delay.
- Furthermore, the Buyer assigns to us his receivables up to the value of our goods as a security for our receivables resulting from the processing, combining of our goods with real property against a third party.
- In the case that the Buyer breaches the contract, in particular in the case of a delay in payment amounting to more than 10% of the invoice value for a significant period of time, we are – without prejudice to other claims – entitled to withdraw from the contract and demand that the goods delivered by us be returned to us.
- Upon acceptance of the returned goods we are entitled to exploit them.
VII. Buyer’s rights in the case of non-conformity
- Obvious defects, delivery of the wrong goods, and deviations in quantity, shall be reported to us in writing by the Buyer without undue delay, no later however than 3 days from the Buyer’s receipt of the goods. Concealed defects shall be reported to us within a period of eight days following their discovery.
- The buyer is obliged, if necessary by way of trial processing, to check whether the delivered goods are free of defects and suitable for the intended utilization. This shall also apply if the goods are to be processed in systems that are not procured from us. She shall be furnished to us upon request for examination.
- In the case that the goods delivered by us are defective, we are obliged only, at our choice, to subsequently repair the defect (subsequent improvement) or to deliver fault-free goods (subsequent performance). If we are unwilling or unable to carry out subsequent performance or if subsequent performance is postponed for an unreasonable period of time through our fault, or if it fails for other reasons, the Buyer shall be entitled at his choice to withdraw from the contract, or to demand reduction of the purchase price.
VIII. Rights and obligations of our company
- A liability on the part of our company for damages or futile expenditure – regardless of the legal basis – shall arise only if the damage or the futile expenditure
a) has been caused by us by culpably breaching a material contractual obligation or
b) is due to a grossly negligent or willful breach of obligations through us
- In the event that we are liable under for a breach of a material contractual obligation through no willful intent or gross negligence, our liability is limited to the typical foreseeable damage. In this case, we are not liable in particular for lost profits of the Buyer or for unforeseeable indirect consequential damage.
- The aforementioned limitation of liability under shall apply likewise to damage caused through the willful intent or gross negligence on the part of our employees, personnel, or authorized persons. We are not liable for indirect losses or damage of the Buyer suffered by him due to a claim for a contractual penalty raised against him by a third party.
- In the case that the goods delivered by us lack a warranted property, we shall be liable only for such damage the prevention/absence of which was covered by the warranty.
IX. Limitation of claims
- Claims of the Buyer pertaining to defects of the goods delivered by us or to services performed in breach of our obligations – including damages claims and claims for reimbursement of futile expenses – are limited to a period of one month, unless otherwise provided for or the law prescribes longer limitation periods.
- The provisions shall not apply to the limitation of claims based on injuries to life, the body or health, or to the limitation of claims under the Thailand product liability regulations and on the grounds of defects in title of the goods delivered by us that pertain to a third party’s right in rem, on the grounds of which he may demand that the goods delivered by us be surrendered. Furthermore, they do not apply to the limitation of claims of our Buyer/customer that are based on a fraudulent concealment on our part of defects of the goods delivered by us, or on a breach of our obligations through our willful intent or gross negligence.
X. Return
Returns of goods delivered by us that are free of defects are excluded. If, in exceptional cases, we agree with the return of a fault-free item, it shall be credited to the Buyer only if we are able to determine that the goods are fully reusable.
XI. Prohibition of assignment
Rights and/or claims against us, based in particular on defects of goods delivered by us, or breaches of our obligations, may not be assigned or pledged, either in part or in full, to third parties without our explicit written prior approval.
XII. Place of performance, place of jurisdiction, applicable law, trade provisions
- The place of performance and exclusive place of jurisdiction for all claims arising between us and merchants, or legal entities, or special funds, under public law, is our registered seat. Unless mandatory statutory provisions provide otherwise, we are also entitled, however, to file actions against a Buyer at his statutory place of jurisdiction.
- The legal relationship between our company and the Buyer is governed exclusively by the laws of Thailand
XIII. Final provisions
- In the event that one or several of provisions set out herein-above are invalid, partly invalid, or excluded under a special agreement, the validity of the remaining provisions shall not be affected.
- We store Buyer’s data obtained within our mutual business relations in accordance with the provisions of the Thailand data protection laws.