Terms & Conditions

§ 1 General – Scope

1. These Terms and Conditions of Purchase (“Terms”) apply exclusively. Any conflicting or deviating terms and conditions of the Supplier shall not apply unless expressly agreed by us in writing. Acceptance of deliveries and/or services with knowledge of conflicting terms shall not be deemed acceptance of such conflicting terms.
2. All correspondence regarding the order shall be conducted with our purchasing department issuing the order. Any arrangements with other departments require written confirmation by that purchasing department to be valid.
3. These Terms apply only to business operators / entrepreneurs under applicable Thai commercial law.

§ 2 Order – Order Documents

1. If the Supplier does not accept or reject our order in writing within fourteen (14) days from receipt, we are entitled to enforce or cancel the order.
2. We retain ownership and copyright to all drawings, calculations, software, models, specifications, and other documents provided by us. These may not be disclosed to third parties without our prior written consent, may only be used for the purpose of fulfilling our order, and must be returned to us immediately after completion or upon request. Such documents must be kept confidential; see also § 10 (3).

§ 3 Prices – Terms of Payment

1. The price stated in our order is binding. Unless otherwise agreed in writing, the price includes delivery to the place specified by us in the order, as well as appropriate packaging. Return of packaging material is subject to separate agreement.
2. Unless otherwise agreed, the Supplier shall bear all customs duties, import taxes, withholding obligations, and other importation-related costs arising from the order under Thai law.
3. Prices are exclusive of applicable Thai value-added tax (VAT).
4. We can only process invoices that state our purchase order number exactly as indicated in the order. The Supplier is responsible for any consequences of non-compliance.
5. We are entitled to set-off and retention rights to the extent permitted by applicable Thai law.
6. The Supplier is not entitled to assign receivables against us or have them collected by a third party without our prior written consent.
7. The Supplier may only set off claims against us or assert a right of retention if and to the extent such claims are undisputed or have been finally adjudicated by a competent court.

§ 4 Delivery

1. The delivery dates and/or delivery periods stated in the order are binding.
2. The Supplier shall inform us in writing without undue delay if circumstances arise or become known to the Supplier which may result in non-compliance with the agreed delivery dates and/or periods. This notification does not extend the agreed delivery dates or periods.
3. In case of delay, we are entitled to exercise all rights available under Thai law, including (after an appropriate grace period has expired without successful cure) rescission of the contract and claims for damages. If we claim damages, the Supplier may prove that it is not responsible for the breach.
4. Early or partial deliveries require our prior written approval.
5. Unless expressly agreed otherwise, transport insurance shall be taken out and borne by us.

§ 5 Transfer of Risk – Documents

1. Unless otherwise agreed in writing, the Supplier bears the risk of loss of or damage to the goods until the goods have been delivered to and accepted by us at the place specified in the order.
2. All shipping documents and delivery notes must clearly indicate our purchase order number. If the Supplier fails to do so, we are not responsible for any delays in processing or payment.

§ 6 Quality – Environmentally Sound Performance – Management System – Documentation

§ 7 Initial Inspection

1. Where an incoming inspection is required under applicable law, we will, without undue delay after receipt, visually inspect the goods for correct identity and quantity and for externally visible transport damage or obvious defects.
2. If we identify a defect during this inspection, we will notify the Supplier. If we later discover a defect not detectable during initial inspection, we will notify the Supplier after such discovery.
3. Notices of defect shall be provided within thirty (30) days after delivery of the goods and/or services or, if discovered later during processing, commissioning, or use, within thirty (30) days of discovery.
4. No additional inspection or notification duties exist beyond those stated above.

§ 8 Defects – Liability for Defects and other Liability

1. The Supplier warrants that all deliveries and/or services comply with the agreed specifications and are free from defects in design, workmanship, and material. The Supplier also warrants suitability for the specific purpose communicated by us.
2. We are entitled to all statutory claims for defects under Thai law. In particular, we may at our discretion demand repair/rework, replacement delivery, or other lawful remedies. We expressly reserve the right to claim damages, including damages in lieu of performance.
3. The Supplier is liable for its own acts and omissions and for those of its employees, authorized agents, and sub-contractors to the same extent.
4. In urgent cases (e.g. imminent danger, production stop, or other need for immediate action), we may remedy the defect ourselves or have it remedied by a third party at the Supplier’s expense.
5. The warranty period shall be thirty-six (36) months from the transfer of risk to us, unless a longer statutory period applies.
6. The Supplier remains otherwise liable under applicable Thai law without limitation.
7. Our payment does not constitute acceptance of conformity or waiver of warranty claims.
8. Our review or approval of technical documents or calculations does not limit the Supplier’s liability.

§ 9 Product Liability – Third Party Insurance Coverage

1. If third parties assert product liability or manufacturer’s liability claims against us arising from goods and/or services supplied by the Supplier, the Supplier shall indemnify and hold us harmless to the extent the Supplier is responsible for the underlying cause. Where we must initiate a recall, field action, or service campaign due to a defect attributable to the Supplier, the Supplier shall bear all associated costs.
2. Within its indemnification duty, the Supplier shall reimburse all costs incurred by us in connection with such claims, including investigation, legal defense, recall, notification, field service activities, and corrective actions.
3. The Supplier shall fully and promptly support us in clarifying the facts and handling such cases.
4. The Supplier shall maintain adequate commercial general liability and product liability insurance with a coverage amount equivalent to not less than THB 400 million per occurrence (personal injury and property damage combined) or another amount reasonably notified by us in writing. This insurance requirement does not limit the Supplier’s legal liability.
5. If it appears that the delivered goods and/or services do not meet applicable safety requirements in Thailand or at the intended place of use, or pose a material safety risk even when used as intended, we may demand documented proof of compliance with product safety and equipment safety regulations. Failure to provide such proof within a reasonable period entitles us to rescind the contract.

§ 10 Retention of Title – Materials and Tools – Secrecy

1. All materials, parts, tools, components, semi-finished goods, software, data, and other items provided by us remain our property. The Supplier shall store them separately, mark them as our property, and manage them at no cost. They may only be used for fulfilling our orders.
2. We retain ownership of any tools, molds, models, software, and technical documentation provided by us. The Supplier may only use these for producing the goods ordered by us.
3. The Supplier shall treat all drawings, calculations, models, specifications, software, and other technical or business information received from us as strictly confidential and shall not disclose them to third parties without our prior written consent. This obligation survives termination or completion of the contract. The duty of confidentiality ceases only to the extent such information becomes publicly available through no breach by the Supplier.

§ 11 Fulfillment of Contract at Risk

1. If the Supplier’s financial situation deteriorates such that proper fulfilment of the contract is seriously at risk, or if the Supplier (even temporarily) suspends payments, or insolvency, rehabilitation, bankruptcy or similar proceedings are filed, or an in-court or out-of-court settlement/restructuring process is initiated, we may rescind the unperformed portion of the contract. If partial performance is of no interest to us, we may rescind the entire contract.

§ 12 Foreign Trade Law – Forbidden Materials – Supplier Declarations

1. The Supplier shall provide the following information in offers and order confirmations:
   (i) a statement whether the delivery and/or service is subject to export control under Thai export and import control law, including the applicable control list number under regulations issued by the Ministry of Commerce / Department of Foreign Trade of the Kingdom of Thailand;
   (ii) a statement whether the delivery and/or service is listed on the U.S. Commerce Control List (U.S. CCL), and the relevant Export Control Classification Number (ECCN);
   (iii) a statement whether the delivery and/or service is subject to export control under any applicable international or multilateral dual-use regulations, and the relevant control list number;
   (iv) the Harmonized System (HS) customs code and the country of origin of the goods and/or services.
   If, according to our notice to the Supplier, the delivery is destined (directly or indirectly) for a country subject to international sanctions or embargoes, the Supplier shall additionally declare whether the goods and/or services are subject to any export restrictions under Thai law, U.S. law, or other applicable foreign trade regulations, and shall state the relevant control list position.
   If an export license is required and such license is refused, we expressly reserve the right to rescind the contract.
2. The Supplier shall comply with all prohibitions and restrictions on hazardous substances under applicable legal norms, including, without limitation, the Hazardous Substances Act B.E. 2535 (1992) and its amendments, and other Thai environmental, health, and safety legislation. The Supplier shall ensure that the goods/services (including packaging) do not contain or emit substances that are prohibited or restricted for the intended use communicated by us, taking into account foreseeable misuse at the production site, intended installation site, or during transport. Substances classified as carcinogenic, mutagenic, or toxic to reproduction (CMR) shall be avoided. Any deviation must be credibly justified and is only permitted if no technically feasible, less hazardous substitute exists.
3. For each delivery and/or service, the Supplier shall provide evidence of legal compliance and all documentation required by law (including but not limited to safety data sheets, test certificates, conformity declarations, approvals, professional qualifications). These documents shall generally be provided together with the offer, but no later than the order confirmation, and must be physically supplied together with each delivery in compliance with legal marking and labeling requirements at the place of use. The same applies in the event of subsequent changes to the goods/services that affect their intended use.
4. The Supplier shall declare all chemical substances contained in the supplied goods, including (i) the relevant CAS registry numbers, (ii) proportional weight in homogeneous materials, and (iii) safety data sheets, if such substances are regulated under any of the following or Thai equivalent regulations:
   – Regulation (EC) No. 1907/2006 (REACH), including the current candidate list of Substances of Very High Concern;
   – Hazardous/restricted chemicals lists under Thai law;
   – Thai ozone-depleting substance restrictions and equivalent ozone layer protection regulations;
   – End-of-life vehicle / end-of-life equipment substance restrictions;
   – Restrictions applicable to electrical and electronic equipment, including waste electrical and electronic equipment (WEEE) and hazardous substance (RoHS-type) limitations;
   – Battery substance and recycling regulations applicable in Thailand or, where applicable, in the notified destination country.
5. The Supplier shall confirm to us the origin of the delivered goods in accordance with applicable rules of origin, for example by a Supplier’s Declaration, Certificate of Origin (including, where relevant, Form A, D, E or equivalent ASEAN/FTA form), or EUR.1 if applicable. The Supplier shall state the originating status of the goods under the rules of origin of the notified destination country. The declaration must refer to our item number and/or order number.
6. Our payment obligation under § 3 is conditional upon our receipt of all information and documentation required under this § 12.

§ 13 Technical Documentation

1. Delivery of complete technical documentation and all required protocols is an integral part of the main delivery.
2. Unless otherwise agreed, the technical documentation shall be provided on standard commercial data media in machine-readable form.
3. The technical documentation shall comply with applicable mandatory safety and conformity requirements in Thailand and, where relevant, internationally recognized industrial standards.
4. Operating and maintenance instructions shall be prepared in accordance with generally accepted IEC/ISO/EN standards, and, where applicable, Thai Industrial Standards (TIS).

§ 14 Rights of Use – Intellectual Property Rights

1. The Supplier grants to us a non-exclusive, transferable, worldwide, and perpetual right to use, integrate into other products, reproduce, and distribute the delivered goods and/or services (including partial deliveries). The Supplier undertakes not to assert its own intellectual property rights in a way that would prevent our intended use.
2. The Supplier shall ensure that neither we nor our customers infringe intellectual property rights of third parties (including but not limited to trademarks, trade names, patents, utility models, industrial designs, design rights, copyrights, trade dress, or equivalent applications and registrations; collectively “Intellectual Property Rights”) through purchase, possession, offering, use, processing, or resale of the delivered goods and/or services in (i) the Supplier’s country of origin, (ii) the Kingdom of Thailand, and (iii) any ASEAN member state or any other final destination country communicated by us prior to contract conclusion.
3. If the Supplier culpably breaches § 14 (2), the Supplier shall indemnify us on first demand from all third-party claims based on such actual infringements of Intellectual Property Rights and shall bear all costs necessarily incurred by us in this connection, including legal costs, enforcement costs, and compliance with cease-and-desist obligations. The limitation period for such indemnification claims shall be ten (10) years from execution of the relevant contract.
4. § 14 (2) does not apply where the Supplier manufactures the goods and/or services strictly in accordance with our drawings, models, or other detailed specifications provided by us, and where the Supplier neither knew nor should have known that third-party Intellectual Property Rights would be infringed.
5. The Supplier and we shall inform each other without undue delay of any known risks of infringement and alleged infringement cases and shall, where reasonably possible, cooperate in defending against such claims.

§ 15 Software

1. All software shall be delivered to us on standard commercial data media in machine-readable form together with user documentation.
2. Software developed specifically for us shall be delivered together with complete source code and technical/manufacturer documentation.
3. For software developed for us (including documentation, components, modules, and all other work results), the Supplier hereby grants to us an irrevocable, exclusive, worldwide, and perpetual right of use for all known types of use, including the rights to modify, adapt, extend, translate, reproduce, distribute, sublicense, and grant simple rights of use to third parties.
4. If third-party components or third-party intellectual property rights limit our ability to obtain the rights described in § 15 (3), the Supplier and we shall agree in writing on a reasonable scope of rights of use.
5. The Supplier is not entitled to reproduce, process, publish, or otherwise use any work results produced for us, in whole or in part, for its own purposes or for third parties, unless expressly permitted in writing by us.
6. The Supplier is not entitled to publish or otherwise disclose any of the work results produced for us, in whole or in part.
7. The Supplier shall procure and/or grant to us a non-exclusive, transferable, worldwide, and perpetual right to use the delivered software for integration into other products, to copy such software, and to have such software used and copied by our affiliated companies and by our distributors. “Affiliated companies” for the purpose of this § 15 means any entity that directly or indirectly controls, is controlled by, or is under common control with us, as defined under applicable Thai corporate law.
8. The Supplier shall procure and/or grant to us a non-exclusive, transferable, worldwide, and perpetual right to sublicense the usage rights under § 15 (3) and § 15 (7) to our affiliated companies (as defined above), our distributors, and our final customers, and to grant further simple rights of use.
9. If the procurement or granting of any right described in § 15 (3), § 15 (7), or § 15 (8) is not legally possible, the Supplier shall notify us in writing prior to contract conclusion, including an explanation of why such grant is not possible.
10. The Supplier warrants that, at the time of delivery, no part of the delivered software contains malware, hidden access mechanisms, backdoors, time bombs, logic bombs, or any functionality intended or capable of (i) permitting unauthorized access to our systems; (ii) reading, writing, copying, altering, disabling, damaging, or deleting software or data in our systems without authorization; or (iii) performing any other unauthorized actions within our IT environment.

§ 16 Data Protection

1. The Supplier shall process all personal data in compliance with the Personal Data Protection Act B.E. 2562 (2019) (PDPA) of Thailand and any implementing regulations.
2. We will store and process personal data of the Supplier in compliance with the PDPA.
3. Further details are set out in our privacy policy, as provided to the Supplier or made available upon request.

§ 17 Venue – Place of Fulfillment – Applicable Law

1. The exclusive place of jurisdiction shall be the competent courts of Bangkok, Kingdom of Thailand. We also reserve the right to bring claims at the competent court of the Supplier.
2. Unless otherwise agreed, the place of fulfilment is the place of use stated in the order; if no place of use is stated, the place of fulfilment is our registered office in Thailand.
3. The laws of the Kingdom of Thailand shall apply. The application of conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

§ 18 Miscellaneous