Purchase Order Terms and Conditions

Techni Waterjet Ltd. (Techni Waterjet – Thailand)

1. Acceptance

This purchase order (Order) shall be accepted by Supplier after receipt. Any objections or alterations must be raised by Supplier prior to acceptance.

2. Amendments to this Order
   • Any terms and conditions proposed by Supplier that are different from this Order’s terms and conditions are expressly rejected by Techni Waterjet and are not a part of this Order.
   • No alterations of the Order, or item specifications will be accepted unless agreed to by Techni Waterjet in writing.
3. Supply of goods or services
   • Supplier shall supply the goods or services listed in this Order as follows:
     • in accordance with this Order, including the specifications and time frames set out in this Order;
     • in a proper and workmanlike manner, ensuring that the standard and quality of the workmanship and the goods are of merchantable and are free from Defects;
     • in respect of services, ensure that services are performed:
       • cost effectively and promptly;
       • with due care, skill and prudence reasonably to be expected of skilled and experienced suppliers;
       • to a standard that is in accordance with industry best practice; and
       • in accordance with all applicable laws.
     • in the absence of any other express provision in this Order, ensure that any goods:
       • are new and of first quality unless expressly stated to the contrary in the Order;
       • are free from all liens charges and encumbrances of any kind and are not subject to a security interest (other than a security interest in favour of the Techni Waterjet);
       • are fit for purpose for which goods of the same kind are commonly supplied and any other purpose made known to Supplier; and
       • performs in accordance with any representations made by Supplier in connection with the performance of the goods.
     • Where the goods are destroyed or damaged prior to delivery Techni Waterjet shall be entitled to cancel this Order and in that event, the Supplier shall at its own cost collect the goods from their present location, Where any payment has been made for those goods, the Supplier shall also refund those monies in full, which Techni Waterjet may recover as a debt due.

4. Delivery
   • Dates for delivery of goods or services specified on the Order are firm unless agreed to by Supplier in writing. Order lines will be subject to possible cancellation if the relevant delivery date is not met.
   • In respect of the delivery of goods, if Supplier delivers an incorrect quantity of goods Techni Waterjet may without prejudice to its other rights accept or reject in part or whole the quantity of goods so delivered.  If  Techni Waterjet rejects the goods or any part of the goods under this clause Supplier shall remove the goods at Supplier’s expense. If Supplier fails to do so within a reasonable time Techni Waterjet shall be entitled to arrange delivery back to Supplier at Supplier’s expense.
5. Title
   • If Techni Waterjet supplies raw materials, and/or makes a payment in advance under this Order, then upon payment by Techni Waterjet to Supplier of either full or partial Order amount, title in any and all work completed to that stage will pass to Techni Waterjet. In all other cases, title in any goods or other deliverables passes to Techni Waterjet on delivery.
   • In the case of insolvency, liquidation, receivership or voluntary administration of Supplier, if further work has been performed since the last payment, a pro-rata value will be determined and will be all that remains payable by Techni Waterjet to Supplier or Supplier’s agent prior to Techni Waterjet taking physical possession. If more than one Order exists at the time of insolvency, liquidation, receivership or voluntary administration then all Orders will be treated as a single contracted item, and any monies paid against one Order will be assumed paid against the total of all Orders.
6. Warranties
   • In respect of services, Supplier warrants that:
     • it will comply with the requirements of this Order and all applicable laws;
     • it has the level of skill, knowledge, experience, resources and ability which may be expected of suppliers providing the same type and complexity as the services;
     • it has the necessary personnel, facilities, resources, experience, and experience to perform the services in accordance with this order; and
     • it has and will maintain all licences, authorisations, consents, approvals, and permits required in order to perform its obligations under this Order.
   • Supplier warrants that the goods and other deliverables delivered under the Order will be free from any failure arising from faulty materials or workmanship or any failures to comply with their specifications (collectively, Defect). If a Defect is found, then the Supplier shall be responsible for the costs incurred in repair/replacement, and in the event of a recall, all advertising/administration and other costs associated with the recall.
7. Indemnity

To the extent permitted by law, Supplier shall indemnify Techni Waterjet and keep it indemnified against any claim, liability or loss in respect of personal injury or death of any person or loss or damage to any property (including property of Techni Waterjet) or consequential economic loss arising out of or in connection with Supplier’s actions pursuant to this Order to the extent that the same is due to the Supplier’s breach of this Order or its wrongful, unlawful or negligent acts or omissions.

8. Fees
   • Order prices are firm, and any alteration must be notified and agreed in writing by Techni Waterjet.
   • Unless otherwise stated the prices quoted are exclusive of V.A.T. (when applicable). Where required by and/or any other Act relating to the imposition or administration of a goods and services tax or upon reasonable request by Techni Waterjet, Supplier shall issue a tax invoice which enables Techni Waterjet, to claim a credit or refund of the – V.A.T. payable.
9. Identification

All documents and packages delivered as part of or pertaining to this Order must quote the purchase Order number, item numbers/revision numbers where applicable and quantities delivered.

10. Intellectual Property Rights

Supplier warrants that the goods and the services do not infringe the patent, copyright, registered design rights, or other intellectual property (Intellectual Property Rights) of any third party. Supplier indemnifies Techni Waterjet from and against any loss or damage arising from any claim that the goods or services infringe the Intellectual Property Rights of any third party (IP Claim). Supplier  will defend any IP Claim against Techni Waterjet. Supplier shall also be liable for any incidental, consequential or any other indirect damages suffered by Techni Waterjet or any third party resulting from any such infringement.

11. Assignment

Supplier shall not assign this Order or any part of it without prior consent in writing by Techni Waterjet.

12. Variation or Termination
    • An Order may without penalty by or compensation to Supplier, be withdrawn by Techni Waterjet at any time before notice of acceptance from Supplier has been received.
    • Techni Waterjet may be terminate an Order in the event of:
      • the insolvency of Supplier; or
      • the failure of Supplier to comply with any of the terms, conditions or warranties contained in the Order or committing a breach of contract.
    • In any other case, Techni Waterjet shall be entitled to vary or cancel an Order in the event of there being any variation in Supplier’s requirements, and in such event Supplier’s rights shall be limited to claiming from Techni Waterjet’s actual damage suffered capped at the amount that would have been payable by Techni Waterjet under the relevant Order, but which shall not include loss of profits or consequential damages.
13. Dispute resolution

If a difference or a dispute between the parties arises in connection with the subject matter of this Order for any reason, including payment, then either party may provide the other with written notice adequately identifying and providing details of the dispute (Notice of Dispute).  Notwithstanding the existence of a dispute, Supplier must continue to supply the goods or services under this Order if requested by Techni Waterjet.  If the dispute has not been resolved within 28 days of service of the Notice of Dispute, that dispute shall be referred to mediation by an agreed mediator, or if none is agreed, it will be referred to the courts of the applicable jurisdiction .

14. Confidentiality

Supplier shall keep confidential all confidential information, being marked as confidential or which Supplier ought to reasonably assume to be confidential, which it receives from Techni Waterjet and shall maintain the confidentiality until the information ceases to be confidential other than as a result of the Supplier’s breach of confidence.

15. Waiver

The delay in exercise or non-exercise by Techni Waterjet of any of its rights upon any default by Supplier shall not constitute a waiver of Techni Waterjet’s rights arising out of any continuance of or further subsequent default by Supplier.

16. Notices

Any notice, approval, consent or other communication to be given under this Order must be given or served in writing and may be delivered by hand, transmitted by email or sent by prepaid post to the other party at its address appearing in this Order.  Notices are deemed to be properly given or served on the date of hand delivery or email or, if posted, on the second business day following posting.

17. Entire Agreement

This Order and the documents referred to in it contain the entire agreement between the parties about its subject matter.  Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Order and has no further effect.

18. Governing Laws

This Order is governed by the laws in force in The Kingdom of Thailand. Each party submits to the non-exclusive jurisdiction of The Kingdom of Thailand.