TT Standard Conditions of Purchase

Techni Waterjet Ltd. (Techni Waterjet – Thailand)

1. GENERAL
These Standard Conditions of Purchase Agreement C02D and the associated order and/or accepted price proposal (or technical proposal) (“Order”) from Techni Waterjet Ltd. (“Company”) together form the Purchase Agreement for the purposes of this document (as the context requires).
The following provisions apply to and are a part of all Purchase Agreements between the purchaser referred to in the Order (“Purchaser”) and the Company, unless mutually varied by them in writing in the Purchase Agreement or otherwise.  The Purchase Agreement (including these Standard Conditions Of Purchase Agreement C02D) and any exhibits made a part thereof contains the entire agreement of and between the parties, and supersede(s) all prior negotiations, agreements and understandings with respect thereto, unless there is a long term supply/distributor agreement in force, in this case the long term agreement will prevail.
2. QUOTATION
Unless otherwise stated all quotations are ex works and prices are valid for thirty (30) days.
3. ILLUSTRATIONS, etc.
Photographs and other illustrations supplied generally represent the equipment specified, but are not to be taken as precisely representing the equipment offered and are not part of the Purchase Agreement.
4. DRAWINGS & DESIGN
Copyright in and any other intellectual property rights to drawings, illustrations and specifications prepared in the course of this Purchase Agreement remain the property of this Company and cannot be transferred to any other person without the Company’s previous written permission.
5. PERFORMANCE
Any performance estimation figures given by the Company are based upon its experience and are what the Company reasonably expects to obtain on test. The Company is not liable for failure to achieve estimated figures unless it has expressly guaranteed performance in writing, with specified margins. The Purchaser is responsible to ensure that the capacity and performance of its plant and equipment will be sufficient and suitable for the purpose identified by it.
6. PAYMENT OF THE INVOICE
1. All accounts are to be paid in full within 25 days of the date of the Purchase Agreement.
2. Should the Purchaser default in the payment of any monies due under this Purchase Agreement, then all monies due to the Company shall immediately become due and payable, and must be paid by the Purchaser within 7 days of the date of default and the Company shall be entitled to charge interest at the rate of 15% per annum on all overdue accounts from the date of due payment until the date of any actual payment.
7. DELIVERY AND COMPLETION
1. The time given for delivery or despatch of the equipment is calculated from the date of receipt by the Company of the Order, or from sending of written notification by the Company to the Purchaser of settlement of final engineering technical details, whichever is the later. When equipment is ready for delivery or collection, the Company will notify the Purchaser in writing (“Delivery and Collection Notice”). The Purchaser must receive or collect the equipment within 3 months of the date of the Delivery and Collection Notice, otherwise the Order is deemed terminated.
2. The Company is not liable for failure to deliver or for delay in delivery occasioned by any cause whatsoever beyond the Company’s control. If the Company has agreed to Incoterms other than Ex-Works, the Company shall make only one delivery under this Purchase Agreement to the location specified in the Order. The Purchaser must pay the cost of additional collections and deliveries. Completion of the Purchase Agreement occurs upon delivery of the equipment by the Company. Title to the equipment supplied passes to the Purchaser upon delivery.
8. SAFETY DEVICES
Safety devices and guards are included only to the extent expressly stated in this quotation. If they are not mentioned, the Purchaser must meet all safety requirements.
9. NOTICES AND FEES
1. Notices, permits and fees required by any Authority are excluded from this quotation, and must be paid by the Purchaser, unless otherwise expressly stated.
2. The Company does not accept change of mind as a basis for a return of equipment, or for the cancellation of the Order by the Purchaser. The Company will therefore not provide a refund of any payment made for change of mind by the Purchaser.
3. In the case of an Order being terminated due to a failure by the Purchaser to receive or collect the equipment as set out in clause 7.1, the Purchaser will forfeit any initial deposit or payment paid by the Purchaser on or around the time of accepting this Purchase Agreement or otherwise placing the Order with the Company.
4. In the case of cancellation of an Order by the Purchaser with the Company’s written consent, then the Purchaser must pay the Company on demand the higher of the following: (a) any initial deposit or payment paid by the Purchaser on or around the time of accepting this Purchase Agreement or otherwise placing the Order with the Company; and (b) any costs incurred by the Company in respect of the Order from the date the Order is placed or accepted until the time of cancellation.
10. FRUSTRATION OF CONTRACT
The Company will not be liable for delay in performance or non-performance of any obligations under this Purchase Agreement when performance is delayed, prevented, frustrated or impeded as a consequence of the need for compliance with any statute, rule, regulation, import or export restriction or requisition by any government authority, council or any other competent authority provided that the Company must endeavour to overcome difficulties arising in connection therewith, as quickly as reasonably possible after the communication of the need for compliance.
11. FORCE MAJEURE
The Company will not be liable for any loss, damage or delay caused by an Act of God, acts of public enemies, wars, mobilisation, imposition or martial law, government acts within or without the authority of the law, quarantine, riots, civil insurrection, labour disputes, strikes, lockouts, fire, flood, shipwreck, perils of navigation or, without limitation, any other cause beyond the Company’s control.
12. WARRANTY PERIOD
Unless otherwise specified, the equipment offered (other than third party proprietary product lines, and excluding any spare parts and/or maintenance services provided by the Company), is guaranteed against faulty materials, workmanship and design, for a period of twelve months from the date of installation or a trial run (whichever occurs earlier), but in any event not later than fourteen months after delivery.
If any item of equipment proves faulty, the Company may satisfy its obligations under this clause by effecting repairs to the equipment free of charge to the Purchaser, or alternatively by supplying necessary parts ex works, free of charge. It is expected that the Purchaser shall follow the general operation and maintenance described in the Owners manual. Failure to do so will void the warranty. This warranty does not cover degradation of product performance and accuracy as a result of Electromagnetic Interference (EMI) and Electrical noise, both emitted and/or conducted from an external source. External sources include the machine power supply lines, plant supply lines, plant machinery and other equipment used in the vicinity of the product.
13. DISPUTES
If any dispute arises in connection with this Purchase Agreement that cannot be amicably settled between the Purchaser and the Company, either party may give written notice of the existence of the dispute. The dispute must be referred to mediation by an agreed mediator, or if none is agreed, it will be referred to the courts of the applicable jurisdiction. If arbitration is the course adopted, the award of the arbitrator will be final and binding.
14. CONNECTIONS
Unless specified, this quotation does not include connection or supply of electricity, gas, water or other services.
15. CONSEQUENTIAL LOSSES
1. The Company is not responsible for any indirect or consequential loss or damage to persons or property of any kind, however caused, whether by the Company’s products or services or by any modification, alteration, change, addition or amendment by the Purchaser or any other person or body to the Company’s products or services.
2. Further, in no event will the Company be liable to the Purchaser, and/or any subsequent Purchaser or user of the equipment or any other person or body for any consequential, incidental, indirect, special or punitive damages, losses or costs, including any legal costs or court costs, arising out of this Agreement or any breach thereof, or any defect in, or failure of, or malfunction of the Company’s products or services howsoever arising or howsoever based.
3. Further, in no event will the Company’s liability in connection with the provision of products or services or otherwise under this Agreement exceed 70% of the total amount paid to the Company by the Purchaser under this Purchase Agreement.
16. DUAL VERIFICATION
1. If the Purchaser receives any notification of a change of the Company’s payment account details purporting to be from the Company, the Purchaser may only act upon that notification if it receives written confirmation, followed by verbal confirmation of the change in details from a senior representative of the Company in person or by telephone.
2. The Company is not liable for any loss suffered by the Purchaser arising from any payment made under this Purchase Agreement to an entity other than the Company where the Purchaser has failed to obtain confirmation of change of account in accordance with clause 16.1.
3. The obligation of the Purchaser to pay under this Purchase Agreement is not satisfied by payment made to another entity where the Purchaser has failed to comply with clause 16.1.
17. ACCORDANCE WITH LAW
This Purchase Agreement shall take effect and be construed in all respects in accordance with the Laws of Thailand, whose courts have non-exclusive jurisdiction over all disputes under it.
18. DURATION OF QUOTE
If these conditions are attached to a quote, the quote remains open for thirty days, after which it will lapse, unless otherwise specified
19. SEVERABILITY & BINDING EFFECT
In the event that any provision, clause, sentence, section or other part of the Purchase Agreement is held to be invalid, illegal, inapplicable, unconstitutional, contrary to public policy, void or unenforceable in law to any person or circumstance, Purchaser and Company, the remainder of the Purchase Agreement shall nevertheless remain in full force and effect the foregoing provisions shall be binding upon the successors, assigns and trustees of the parties hereto.
20. SERVICES
1. The Company will provide maintenance services to the Purchaser in accordance with an order submitted in writing by the Purchaser and accepted by the Company.
2. The Company will perform the maintenance services in a tradesman-like manner and ensure it is undertaken by appropriately trained personnel.
3. The Purchaser must provide all reasonable assistance required by the Company to provide the maintenance services, including access to the premises as reasonably required by the Company. The Purchaser must ensure that the premises are safe for any Company personnel to perform the maintenance services, and otherwise complies with applicable occupational health and safety legislation during any period when Company personnel are in attendance.
4. The Company will invoice for its maintenance services provided to the Purchaser within a reasonable period of time after completion of the maintenance services.
21. CONFIDENTIALITY
1. The Purchaser must not disclose or use any information relating to the Company (including any trade secret or commercial, operational, personal, technical or financial information, whether written or oral, or the terms of this Purchase Agreement) which is not in the public domain and comes into the Purchaser’s possession during the term of this Purchase Agreement (“Confidential Information”) and must not use the Confidential Information for any purpose other than pursuant to this Purchase Agreement.
2. The Purchaser may only disclose Confidential Information either with the Company’s prior written consent or if required by law (subject to giving prior written notice to the Company).
3. The Purchaser must take all reasonable steps to protect the Confidential Information and keep it secure from unauthorised persons.
4. The terms of this clause 21 survive the termination or expiry of this Purchase Agreement.
22. NON-SOLICITATION
1. The Purchaser must not, from the date of this Purchase Agreement and within the (i) 12 month period, or if that is unenforceable; (ii) 9 month period. or if that is unenforceable; (iii) [6 month] period after the equipment and/or the maintenance services contemplated by this Purchase Agreement are provided (whichever is the latter), directly or indirectly: (a) solicit, or attempt to solicit, any person who was employed or contracted by the Company and who was involved in the provision of the equipment and/or services to the Purchaser (“Restricted Person”) to terminate their contracts of employment or engagement with the Company; (b) employ or engage a Restricted Person; or (c) interfere with the Company’s relationship with a Restricted Person, unless so authorized by the Company in writing.
2. If the Purchaser breaches this clause 22, the Purchaser must pay the Company an amount equal to the amount paid or payable to the Company for the equipment and/or services rendered, and the Purchaser acknowledges that: (a) this figure is a genuine pre-estimate of the loss that will be suffered by the Company in connection with a breach of this clause 22; (b) it is commercially fair, reasonable and necessary to protect the legitimate commercial interests of the Company; and (c) has been relied upon by the Company when making a decision to enter into this Purchase Agreement, and on what terms.
3. The terms of this clause 22 survive the termination or expiry of this Purchase Agreement.