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Sales Conditions

 

 

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General Delivery and Sales Conditions

1. Preamble
These General Conditions shall apply to all agreements concluded between TP Technical Panels Co., Ltd. (Supplier)
and the Customer in writing or otherwise thereto. The Customer acknowledges and agrees that it has read and
understands these general terms and conditions. Any additions to, changes in, modifications of, or revisions of this
contract (including these general delivery and sales conditions), in whole or in part, may only be excluded by an
explicit written agreement when the individual business transaction is concluded. The object(s) to be supplied
under these general conditions is (are) hereinafter referred to as the "Product".
2. Prices
2.1. Quotations made by Supplier will lapse if not accepted within four weeks from the date of quotation. Prices
offered are based on the specifications documentation and production layouts known and available at the time of
quotation as delivered by the Customer. Any changes thereto or revision changes may lead to a change in price
and delivery time.
2.2. All prices stated are exclusive of value?added tax and any existing or future public duties and other costs
beyond the Supplier's control. The Supplier reserves the right to make price adjustments if documented changes in
components and raw material prices, pay under collective agreements, taxes and duties on goods, tariff rates,
import/export duties, exchange rates or other conditions beyond the Supplier's control increase the price of
delivery of the Supplier's products.
2.3. In case the Customer do not place any repeat purchase order within maximum six months from the last
delivery of the previous purchase order, there can be a surplus of special dedicated material, such as components
or raw material caused by Supplier's purchase of minimum quantities of this material. This surplus will be invoiced
the Customer to documented cost price + 15 percent administration costs.
3. Terms of Payment, Default in Payment
3.1. Unless otherwise agreed, the purchase price shall be paid with 60 percent as deposit, and in case the Supplier
source the vehicle for modification 100 percent deposit,at the formation of the contract and receipt of invoice.
3.2. The Supplier will inform the Customer after the completion of the Product. The outstanding balance of 40
percent shall be paid after the inspection of the Product and signing the inspection sheet at Technical Panels Co.,
Ltd. by the Customer. International Customers shall pay the outstanding balance7 days before submitting the B/L
and inspection sheet. The Supplier will send an invoice accordingly.
3.3. Checks shall only be accepted with the usual proviso, bills of exchange only after a special agreement.
Discount charges shall be borne by the Customer. They shall be paid to us when the bill is negotiated.
3.4. Payments shall be made within 7 days after receipt of the invoice without any deductions. 7 days after delivery
of the invoice, the Customer shall be in default without the necessity of a reminder letter. Any additional services,
such as documents, tools, labor, services, traveling expenses etc., shall be paid for immediately after receipt of the
invoice.
3.5. If a deferment of payment is granted or if the Customer is in default his obligations to pay, he shall be liable to
pay interests 6,5 percent above the basic interest rate valid at the time from the date the deferment is agreed or
from the first day of default. We reserve the right to claim further damages due to the delay.
3.6. The Customer shall not be entitled to offset payments against any counter claims or rights unless his claims or
rights are acknowledged by us, uncontested or final and absolute.
3.7. Whatever the means of payment used, payment shall not be deemed to have been effected before the
Supplier's account has been fully and irrevocably credited.
3.8. In case of late payment the Supplier may, after having notified the Customer in writing, suspend his
performance of the contract until he receives payment.
3.9.If the Customer has not paid the amount due within three months the Supplier shall be entitled to terminate
the contract by notice in writing to the Customer and to claim compensation for the loss he has incurred. The
compensation shall not exceed the agreed purchase price.
3.10.The Supplier reserves the right, at his own expense, to take out a credit insurance limited to the expected risk
for each customer. The expected risk is calculated as the sum of the ordered but not delivered goods within the
planned period, stock, and work in progress and amounts owed for invoiced but not yet paid deliveries. If it is not
possible to obtain such insurance coverage due to the Customer's financial conditions, the Customer must be able
to provide an alternative kind of financial security to the Supplier upon request; alternatively, a different kind of
terms of payment may be agreed upon.
3.11. If an outstanding payment is not made despite an additional period of time granted by us, we shall be
entitled to withdraw from the contract and to claim damages if the Customer is at fault. The damages shall amount
to 15 percent of the list prices (without value?added tax) of the goods ordered
(Cancellation costs) unless the Customer provides evidence that no loss occurred for us or that the loss is
considerably lower than the cancellation costs.
4. Time for Delivery
4.1. The delivery term shall start with the dispatch of the order confirmation but not before all details of the
performance of the order have been clarified and not before receipt of an agreed advance payment or provision of
material.
4.2.The delivery term shall be deemed to have been complied with when the delivery item has been dispatched or
collected before the expiration of this term or when aready?for?dispatch note has been issued in cases where the
goods could not be dispatched or collected without our being responsible for this.
4.3. All prices stated are for delivery ex works in accordance with current Incoterms unless otherwise agreed in
writing. However, the Supplier undertakes to dispatch the products according to the Customer's instructions. In
such case, the dispatch is effected on behalf of the Customer and at the Customer's own expense and risk unless
otherwise agreed in writing.
4.4. The delivery term originally agreed shall no longer apply if and in so far as the order is modified.
4.5. Any design change shall be communicated in writing as an Engineering Change Order (ECO) and mutually
agreed upon including revised delivery schedule.
5. Delay
5.1. In case of force majeure or other events beyond our responsibility that would threaten the smooth processing
of the order, we shall be entitled to withdraw, entirely or partially, from the contract or to postpone delivery
without the Customer being entitled to claim damages. The Customer may request from us a statement specifying
whether we want to withdraw or whether we want to fulfill the contract within an adequate period of time. If we
do not make such a statement within two weeks after having been asked in writing to do so, the Customer shall be
entitled to withdraw from the contract. We shall not be liable for the events or circumstances referred to above
even if they occur during an existing delay of delivery.
5.2.If the Customer anticipates that he will be unable to accept delivery of the Product at the delivery time, he
shall forthwith notify the Supplier in writing thereof, stating the reason and, if possible, the time when he will be
able to accept delivery. In case of an acceptance delay, the risk of accidental loss or accidental deterioration shall
pass to the Customer from the date he is in delay. If the Customer fails to accept delivery at the delivery time, he
shall nevertheless pay any part of the purchase price which becomes due on delivery, as if delivery had taken
place. The Supplier shall arrange for storage of the Product at the risk and expense of the Customer. The Supplier
shall also, if the Customer so requires, insure the Product at the Customer's expense.
5.3. If delivery is delayed due to force majeure or as a consequence of actions or omissions on the part of the
Customer, including, but not limited to, modifications to the Products, the time of delivery will be postponed to
the extent considered fair based on the circumstances. This will apply even if the cause of delay should occur after
the originally agreed time of delivery.
5.4. Force majeure includes events, which prevent delivery or make delivery unreasonably onerous, and the
influence of which on delivery could not be foreseen at the conclusion of the agreement, including, but not limited
to, industrial disputes and any other condition, which is beyond the control of the Supplier, such as fire, war,
mobilizing or military call?up to a corresponding extent, flood, requisition, impounding, exchange control
regulations, riots and civil disorder, lack in means of transport, general scarcity of goods, restrictions in motive
force and defects in or delay of supplies from sub?suppliers, which are owed to the circumstances mentioned.
5.5.If, for any reason for which the Supplier is not responsible, the Customer fails to accept delivery within such
period, the Supplier may by notice in writing terminate the contract in whole or in part. The Supplier shall then be
entitled to compensation for the loss he has suffered by reason of the Customer's default. The compensation shall
not exceed that part of the purchase price which is attributable to that part of the Product in respect of
which the contract is terminated.
5.6.The Customer shall forfeit his right to liquidated damages if he has not lodged a claim in writing for such
damages within six months after the time when delivery should have taken place.
5.7. Any delay will only entitle the Customer to damages if the Customer is able to prove that the delay is
attributable to willful neglect on the part of the Supplier.
6. Warranties
6.1. All warranties concerning the goods or services to be delivered given before the conclusion of the contract
shall only be applicable if they are explicitly confirmed in the contract itself.
6.2. The accuracy of our warranties stated in the contract shall only refer to the quality of the goods at the contract
date.
6.3. Within a warranty period of 12 months, we shall be obliged, at our option, to eliminate any defects or make a
replacement delivery if the delivery items are defective. This shall not apply if longer periods are imposed by law.
6.4. The Customer shall grant us the time and opportunity that, in our equitable discretion, is required for the
elimination of the defects.
6.5. If the subsequent performance fails, if we let the adequate period granted to us for this purpose expire
without making a new delivery or without eliminating the defect, or if subsequent performance is impossible or
refused by us, the Customer shall be entitled to withdraw from the contract or demand a reduction of the
purchase price, the same shall apply to cases where we are unable to provide subsequent
performance.
6.6.The warranty shall neither apply to defects and/or damage due to normal wear and tear nor to damage caused
by inappropriate use, handling errors etc. or circumstances that are not provided for in the contract unless the
damage is due to our fault.
6.7. Without our consent, warranty claims may not be assigned to any third party.
6.8. We shall not be liable for any defects caused by improper modifications or repairs that are carried out by the
Customer or a third party.
6.9. Unless otherwise provided below, any further claims of the Customer against us, irrespective of the legal
cause thereof, shall be excluded, in particular claims for the compensation of a damage that does not exist and/or
occur in the goods delivered themselves (e.g. loss of profit, consequential damage or other economic loses; this
disclaimer of liability shall not apply if liability is required by law because of deliberate action, gross negligence or a
promise of guarantee or if an essential contractual obligation has been violated or in case of injuries to life and
limb or health.
6.10. In cases of negligent, but not grossly negligent, violation of the contract, our liability shall be restricted to the
replacement of the typical foreseeable damage.
6.11. The above provisions shall apply accordingly to the delivery of other goods than those agreed upon in the
contract.
7. Complaints and Notices of Defect
7.1. Complaints because of incomplete or incorrect delivery or notices of evidentdefects must be delivered to us in
writing immediately, at the latest, however,within 2 weeks after receipt of the goods.
Any other defects must be reported tous in writing immediately, at the latest, however, within 2 weeks after they
havebeen detected.
7.2. If we have not received the complaint or notice of defect in due time, anyclaims of the Customer based on
defects shall be excluded.
7.3. In case of damage in transit, the Customer must procure an ascertainment ofthe damage by the railroad
company, the postal service or the transport company.
7.4. If a part of the goods delivered is defective, the Customer shall not be entitled to reject the entire delivery
unless a partial delivery is of no interest to the Customer.
8. Liability for Defects
8.1.The Supplier's liability is limited to defects which appearwithin a period of one year from delivery. If the daily
use of theProduct exceeds that which is agreed, this period shall bereduced proportionately.
8.2.Unless otherwise specifically mutually agreed upon in writing, shall any confirmed frame order issued by the
Customer, be called?off in full and delivered within one year calculated from the day of the first delivery of the
frame order. The remaining surplus will hereinafter be delivered and invoiced.
8.3. Repair shall be carried out at the place where the Product islocated unless the Supplier deems it appropriate
that thedefective part or the Product is returned to him for repair orreplacement.The Supplier is obliged to carry
out dismantling and reinstallationof the part if this requires special knowledge. If suchspecial knowledge is not
required, the Supplier has fulfilled hisobligations in respect of the defect when he delivers to theCustomer a duly
repaired or replaced part.
8.4. If the Customer has reprimanded a defect and no defect is found for which the Supplier is liable, the Supplier
shall be entitled to compensation for the costs he has incurred as a result of the notice.
8.5. Unless otherwise agreed, the Customer shall bear anyadditional costs which the Supplier incurs for repair,
dismantling,installation and transport as a result of the Product being locatedin a place other than the destination
stated in the contract or – ifno destination is stated ? the place of delivery.
8.7. Defective parts which have been replaced shall be madeavailable to the Supplier and shall be his property.
8.8. If, within a reasonable time, the Supplier does not fulfil hisobligations, the Customer may by notice inwriting
fix a final time for completion of the Supplier'sobligations.If the Supplier fails to fulfil his obligations within
suchfinal time, the Customer may himself undertake or employ athird party to undertake necessary remedial
works at the risk andexpense of the Supplier.Where successful remedial works have been undertaken bythe
Customer or a third party, reimbursement by the Supplier ofreasonable costs incurred by the Customer shall be in
fullsettlement of the Supplier's liabilities for the said defect.
8.10. The Supplier is not liable for defects arising out ofmaterials provided, or a design stipulated or specified by
theCustomer.
8.11. The Supplier is liable only for defects which appear underthe conditions of operation provided for in the
contract and underproper use of the Product.The Supplier's liability does not cover defects which arecaused by
faulty maintenance, incorrect erection or faulty repairby the Customer, or by alterations carried out without
theSupplier's consent in writing.Finally the Supplier's liability does not cover normal wearand tear or deterioration.
9. Retention of Title& Consequential Losses
9.1. All goods delivered (goods subject to retention of title) shall remain our propertyuntil all and any claims to
which we are entitled because of the business relationship,in particular the outstanding balance claims, have been
fully settled bythe Customer. This shall also apply when payments are made on specially designatedclaims.
9.2. The Customer shall notbe permitted to pledge the goods subject to retention of title or to transfer themby
way of security.
9.3. Any claims of the Customer from reselling the goods subject to retention oftitle are herewith assigned to us.
They serve as security to the same extent as thegoods subject to retention of title. We herewith accept the
assignment.
9.4. If the Customer sells the goods subject to retention of title together withother goods not obtained from us,
the assignment of claims from the resale shallonly correspond to the amount of the invoice value of the goods
subject to retentionof title that are sold in the individual case.
9.5. The Customer shall inform us immediately about any seizure or any otherthreat or impairment to our
ownership rights or claims by a third party and providethe bailiff's return or any other documents to us and he
shall do anythingwithin his power to protect our rights.
9.6. The Customer, at his costs, shall be obliged to provide comprehensive insurancecoverage for the goods
subject to retention of title in our favor and to supplyevidence thereof on request. He herewith assigns all claims
from these insurancesto us; we accept the assignment.
9.7. The assertion of our retention of title or the revocation of the authorizationsgranted herein shall not be
considered as a withdrawal from the contract. Weshall then be entitled to take possession of the goods subject to
retention of titleourselves and to exploit them in the best possible way by means of a private saleor an auction,
without prejudice to the payment obligations or any other duties ofthe Customer. The proceeds thus realized shall
be appropriated to the Customer'soutstanding payments after the costs have been deducted.
9.8. If the retention of title or the assignment is not effective under the lawto which the goods belong, the
corresponding security valid in this field of lawshall be deemed as agreed. If the co?operation of the Customer is
required in thiscontext, he shall take any measures that are necessary for the constitution andpreservation of such
rights.
10. Miscellaneous Provisions
10.1.Should one or several of the provisions of these terms and conditions or theother contractual provisions be or
become invalid, this shall not affect the validityof the remaining provisions. The invalid provisions shall be
reinterpreted in such away that the legal and economic purpose intended with them is achieved to thegreatest
possible extent. The same shall apply if, during the execution of the
Agreement, a gap in the Agreement requiring an amendment becomes evident.
10.2. Should any discrepancies occur between the Customer's terms of purchase, if any, and these present terms
of sale and delivery, the Supplier's terms of sale and delivery will prevail.
10.3. Any possible change in time of delivery and volume of the purchase order may change the commercial
conditions and may be invoiced as a consequence. Changes to confirmed date of delivery within less than eight
weeks, shall specifically be agreed upon in writing.
10.4. Our Standard Sales and Delivery Terms shall be deemed as accepted with the acceptance of our goods or
services, at the latest.

Technical Panels Co., Ltd., Latkrabang Industrial Estate Export Processing Zone 3, 288 SoiChalongkrung 31,
Lamplatiew Sub? District,Latkrabang District, Bangkok 10520, Thailand, Phone +66 2739 6681, Fax: +66 2739 6682,
www.technicalpanels.com