Company : means Apex Circuit (Thailand) Co., Ltd
Buyer : means the firm or company placing an order with the Company.
Goods : means any goods, it parts, components and services provided by the Company as ordered by the Buyer from time to time by specified in the purchase order
Service : means the work that the Company performs for the Buyer as described in the purchase order
Purchase order : means Buyer’s document setting out the goods description, price and other relevant details concerning delivery to Buyer
Affiliate : means a corporation, partnership, or other entity direct or indirectly controlling or controlled by the Company or under common control with the Company
Material : means raw materials, chemicals, and/or components to be incorporated into, or used for manufacturing or packing the Goods
Defect : means any defect in any Goods which cause it not to function in conformance with the specifications
The date code : means the code used to define manufacturing date.
These terms and conditions apply to any provision of goods or services by the Company to the Buyer.
All Goods sold by the Company are sold subject to the Company’s standard terms and conditions (as detailed below) which form an integral part of the Buyer’s contract with the Company. Terms and conditions on the Buyer’s order form or other similar document shall not be binding on the Company unless otherwise agreed by the Company.
The prices, quantities and delivery time stated in any quotation are not binding on the Company. They are commercial estimates only which the Company will make reasonable efforts to achieve.
Orders will be deemed to have been placed when the Company receives the Purchase Order from the Buyer via email or any other electronic transmission means and the Company responds in return via email or any other electronic transmission means to confirm the Purchase Order.
The Company shall follow the Inco term 2010 delivery term as stated on the Buyer’s Purchase Order unless there is consensus agreement from both parties to follow otherwise. The Company will use its best endeavors to supply the goods or services within the quoted lead time subject to the Company’s present production capacity loading situation. The Company will inform the Buyer if unable to comply with the delivery lead time and negotiate with the Buyer for a common understanding and acceptance for a new lead time.
The risk of loss or damage and title to the Goods shall pass to the Buyer upon delivery of the Goods per Inco terms 2010 (unless otherwise stated in writing by the Company).
The Buyer shall make payment to the Company in accordance with the payment procedure below.
8.1 Payments are to be paid following the agreed Payment Term as indicated on the invoice.
8.2 In event of late payment, the Company may charge interest on the amount outstanding at the rate of 1.25% monthly from the due date until the date of payment.
8.3 If any amount of an invoice is disputed then the Buyer shall inform the Company of the grounds for such dispute within seven days of delivery of the goods and shall pay to the Company the value of the invoice less the disputed amount in accordance with these payment terms. Once settlement of the dispute has been agreed, any sum then outstanding shall also be payable in accordance with these payment terms.
8.4 Unless otherwise agreed by the parties, any bank charges imposed by the remitting bank shall be borne by the Company and any bank charges imposed by the receiving bank shall be borne by the Buyer.
If the financial position of Buyer at any time becomes unsatisfactory to the Company, the Company reserves the right to stop shipments or require satisfactory security or payment in advance. If Buyer fails to make payment or otherwise comply with these Terms or any related agreement, the Company may (without liability and in addition to other remedies) cancel any unshipped portion of Goods sold hereunder and stop any Goods in transit until Buyer pays all amounts, including amounts payable hereunder, whether or not then due, which are owing to it by Buyer. Buyer shall in any event remain liable for all unpaid accounts.
Cancellation is allowed only if the Purchase Order has not commenced production yet. Once commenced, depending on what stage of production, the Company will inform the cancellation costs to the Buyer. The Buyer will need to provide disposition within a week for the Company to continue the production or scrap it in the process.
The Company will not be liable for any delay resulting from uncontrolled environment such as transportation delays. The Company shall do the best to inform the Buyer about departure and arrival date of various transportation routes however these are only estimates and the Company cannot bear any responsibility arising out of any delay based on its actual information.
12.1 The Company's exclusive warranty is that the Goods and all packaging labeling will be free from defects in materials and workmanship for a period of SIX months from the date code of manufacturer
(or such other period expressed in writing by the Company).
12.2 Any non conformance of the goods must be discussed and accepted by the Company prior to any remedial actions to be taken by the Buyer to salvage the goods for example sorting and rework charges. The Company upon acceptance may elect to replace the non-complying goods or to repay or credit the Buyer an amount equal to the purchase price of the Goods ; provided that there shall be no liability for Company or its affiliates unless Company's analysis confirms that the Goods were correctly handled, stored, installed and maintained and not subject to contamination, abuse, misuse or inappropriate modification.
12.3 Return of any Goods by Buyer must be approved in writing by the Company before shipment.
13.1 The Company shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of the Company shall in any event be only limited to the total unit cost of that particular shipment of the affected Goods.
13.2 Indemnities: Buyer shall indemnify and hold harmless the Company, its affiliates and its employees from and against all liabilities, losses, claims, costs and expenses (including attorney's fees and expenses) related to any claim, investigation, litigation or proceeding (whether or not the Company is a party) which arises or is alleged to arise from Buyer's acts or omissions under these Terms or in any way with respect to the Goods.
13.3 Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees or agents.
13.4 The Buyer shall fully indemnify the Company against any liability to third parties arising out of the Buyer’s use of the Goods.
Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material without written permission by the other party. However, information will not be deemed confidential if it (i) is in receiving party’s possession prior to receipt; (ii) is generally known to the public at the time of disclosure; (iii) is independently developed; (iv) is required by law.
These Terms constitute the entire agreement between Buyer and Company relating to the Goods, and no provision may be changed or waived unless in writing signed by the parties.
The Company will not be liable to the Buyer for any loss or damage suffered by the Buyer as a direct result of the Company, its sub-contractors or the list-owner from whom the sample or other service or material is derived being unable to perform the Contract in the way agreed by reason of cause beyond its control including Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, or any other unexpected or exceptional cause or circumstance.
These Terms and Conditions shall be subject to and construed in accordance with the laws of THAILAND and the parties hereby submit to the exclusive jurisdiction of the THAILAND courts, without regard to its conflict of law rules.
Voluntary arbitration is possible between the Company and Buyer however the place of Arbitration would have to be in THAILAND and the arbitral award shall be final and binding upon the parties.