1.1 This document and these terms and conditions shall constitute the agreement between suppliers of goods and services (the “Supplier”) and DKSH Technology Limited (“DKSH”) (the “Agreement”), unless expressly agreed otherwise by DKSH in writing.
1.2 No course of dealing or business between the Supplier and DKSH will be relevant to explain or supplement any condition save as provided for in accordance with the Agreement.
1.3 If the parties enter into any contract for the purposes of the purchase of goods and services relating to this document, such purchase shall also be subject to the terms and conditions of the relevant contract. If any provision of these terms and conditions conflicts with a provision in other contract made between the parties, the provision of the said contract shall prevail.
Acceptance of the document will take place if the Supplier accepts the terms through the process, which will be informed by DKSH from time to time; or if, with DKSH’s agreement, the goods are manufactured, shipped and delivered by the Supplier or its authorized sub-contractor to DKSH; or if, with DKSH’s agreement, the services are performed by the Supplier or its authorized sub-contractor.
3.1 All prices for the goods and/or services stipulated in the Purchase/Service Order are firm and definitive and not subject to revision, escalation or adjustment and, unless otherwise stated shall be exclusive of applicable value added tax. No additional charges shall be paid unless agreed in advance by DKSH in writing.
3.2 All payments by DKSH to the Supplier shall be made within the period as stipulated in the payment policy, which will be informed to you by DKSH from time to time.
3.3 DKSH shall have the right to set-off any amounts which may become payable by it to the Supplier against any amounts that the Supplier may owe to DKSH.
3.4 All taxes on the goods and/or services delivered by the Supplier shall be on the account of the Supplier, except for any taxes, duties or charges collected on DKSH’s revenue which shall be borne by DKSH. DKSH shall be entitled to withhold an amount required by law from payments made to the Supplier.
4.1 If the goods or services are not supplied or performed in accordance with the Agreement, DKSH may, without prejudice to any other remedy, require the Supplier to supply replacement goods or reperform services within the period to be informed by DKSH, and, if the Supplier fails to do so, DKSH may cancel the Agreement, require repayment of any part of the price/service fees already paid and claim damages, losses and costs incurred by DKSH in consequence of a breach of the Agreement by the Supplier (including any act, neglect or default by agents, employees, licensees or customers and breaches resulting in any successful claim by any third party).
4.2 DKSH may terminate the Agreement immediately, by written notice without any liability to the Supplier, if:
4.3 DKSH may at its option cancel the Agreement in whole or in part with respect to any undelivered goods or services not performed in accordance with the Agreement to completion. DKSH’s only obligation for cancelling the Agreement covering standard stock goods will be to pay for goods shipped prior to cancellation. Under no circumstances will the total payment upon cancellation exceed the total price of the Agreement.
5.1 At all times during the performance by the Supplier of its obligations hereunder, it shall in all respects comply with any and all applicable laws, regulations and orders of governmental authorities and agencies having competent jurisdiction.
5.2 It will faithfully comply with all reasonable instructions and requests of DKSH in connection with the performance of the services hereunder (e.g. account opening and price offer processes and goods return policy).
5.3 The Supplier shall provide the services: using reasonable skill care and diligence, using suitably skilled experienced and qualified staff and where staff is named in document shall not use any other staff to provide the Services unless agreed by DKSH in writing.
5.4 In the event of crisis period, the Supplier shall use their best effort to supply the relevant goods in the quantity and quality as agreed with DKSH and/or, shall not be less than those goods supplies to other retail business operators.
5.5 Product liability shall be borne by the Supplier. The Supplier shall be liable for all claims, damages and expenses arising due to defects in the goods.
6.1 All information of a technical or business nature relating to DKSH or its business disclosed to the Supplier shall be regarded as Confidential Information and shall not be used or disclosed by the Supplier to any third party, unless a prior written consent is given in advance by DKSH. This does not apply to information, which is already existed in the public domain through no breach or fault of the Supplier. The Supplier obligations under these terms and conditions shall continue in force after the date of the performance of the contract and thereafter in perpetuity.
6.2 The Supplier shall take all necessary precautions to ensure the security of all Confidential Information and shall comply with DKSH’s directions in relation to all Confidential Information.
6.3 All documents, files and other items (in whatever format or medium) which contain or record Confidential Information shall remain or become the property of DKSH, and the Supplier shall deliver them to DKSH upon request together with all copies thereof.
6.4 The Supplier and its affiliates and employee assure that they shall not publicize its relationship with DKSH and its associated companies without written agreement of DKSH.
7.1 DKSH, or where relevant affiliates, are and shall be deemed to be the proprietor of all DKSH’s Intellectual Property Rights. The Supplier hereby acknowledges that the Supplier shall not gain any right, title or interest in all Intellectual Property Rights and shall not make any use of the same without DKSH’s prior written approval.
7.2 Any permission to reproduce Intellectual Property Rights on any goods, services or works shall be solely related to the purpose connected with the Agreement and it shall expire when the Agreement is fulfilled or cancelled whichever occurs earlier.
7.3 Any goods, services or works created in connection with the provision of the goods, services or works supplied to DKSH by the Supplier incorporating DKSH’s Intellectual Property Rights belonging to DKSH affiliates are supplied on a sole and exclusive basis. The Supplier shall not supply the same or similar goods, services or works to any other party or dispose of them in any way whatsoever other than to DKSH, unless otherwise specified in the document.
7.4 The Supplier shall not conduct any act, which may be deemed as a breach of the intellectual property laws and, in all circumstances, shall indemnify and hold DKSH harmless from and against any and all losses, claims, costs, expenses and damages relating to any claims and demands of, or liabilities to, any third party in connection with infringement of any Intellectual Property Rights or any other right arising out of DKSH’s performance of the services under the Agreement.
7.5 Any excess goods produced bearing DKSH names, trademarks or logos which are not supplied to DKSH must be promptly notified to DKSH and destroyed, unless otherwise agreed by DKSH in writing.
The Supplier may not, without DKSH’s prior written consent, assign mortgage, change or dispose of any of its rights or obligations or subcontract or otherwise delegate performance of its obligations. The Supplier shall remain fully responsible for any good, services or works provided by a sub-contractor.
The validity, construction and performance of the Agreement as stipulated herein shall be governed by the Laws of Thailand. Any disputes arising out of or in connection with the Agreement shall be resolved exclusively before the courts in Bangkok, Thailand.
10.1 Any notice or other communication/document to be given shall be in writing and shall be deemed to have been duly given if left at or sent by hand or by registered post ; or by facsimile or other electronic media to a party at the address, or facsimile number set out below for such party or such other address as one party may from time to time designate by written notice to the other.
10.2 If any part, term or provision of the Agreement not being of a fundamental nature were held illegal or unenforceable, the validity or enforceability of the remainder of the terms and conditions shall not be affected.
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