(1) The following terms and conditions of purchase of RUWAC ASIA Limited (hereinafter “Purchaser”), represented by its managing director Mr Jens Huhn, which will be provided on request, apply to all contracts concluded between the Purchaser and the Vendor for the supply of goods.
They also apply to all future business relationships, even if they are not expressly agreed again. Unless they are specifically stated in the order, other terms and conditions shall not form part of the contract, even if we do not expressly object to them.
Our General Terms and Conditions of Purchase also apply if we agree without reservation to accept goods in awareness of opposing or deviating terms and conditions of the Vendor.
(2) All agreements between the Purchaser and the Vendor in connection with the purchase contracts are set out in writing in the purchase contracts, these General Terms and Conditions of Purchase and the orders of the Purchaser.
(1) Only orders in writing shall be binding for us. Agreements relating to orders made by telephone or verbally must be confirmed by us in writing in order to be valid.
Our later orders (follow-up orders), irrespective of the form in which they are made, shall always be subject to our General Terms and Conditions of Purchase, even if we do not make reference to them in a specific case.
(2) Calculations, drawings, plans and other documents also belonging to the order shall remain the property of the Purchaser which reserves the copyright in these documents. The Vendor may not pass on these documents to third parties without the Purchaser‘s written consent. If the Vendor does not accept the offers of the Purchaser, these documents must be returned to the Purchaser without delay. The Purchaser is entitled to exploit and use leaflets, plans, drawings and other documents describing the goods or the product as against third parties, e.g. for its own advertising , design of products or for the purpose of drawing up an offer, free of charge. In this connection, the Vendor shall irrevocably indemnify the Purchaser upon its first request against any claims by third parties arising from copyright or other property rights.
(1) All invoices shall state the discount terms, Purchase Order number, applicable item numbers, and any applicable taxes.
(2) The price stated in the order by the Purchaser is binding and shall be deemed to be carriage paid unless otherwise agreed in writing between the parties.
If the Purchaser has undertaken to bear the shipping costs, the Purchaser shall have the right to choose the shipping company itself at its discretion. The packaging costs are included in the price. The price is exclusive of the respective statutory value added tax.
(3) Payment of invoice shall not constitute acceptance of goods or services and the invoice shall be subject to adjustment for errors, shortages, defects in goods or services or other failure of Seller to meet the requirements of this Order. Title of the goods shall pass upon acceptance.
(4) Unless otherwise agreed in writing with the Vendor, the Purchaser shall pay within 14 working days, calculated from the time of receipt of the invoice and the time of receipt of the goods including all agreed documents ( whichever date is last ) , with 3 % discount or within 60 days without discount.
(5) The Purchaser is entitled to the statutory rights of set-off and retention in full. It is entitled to assign all claims arising from the purchase contract without the Vendor‘s consent. The Vendor is not entitled to assign claims arising from the contractual relationship to third parties without the Purchaser‘s prior written consent.
(1) The delivery deadline or the delivery date stated by the Purchaser in the order is binding for the Vendor and must be observed without fail. As soon as the Vendor becomes aware that it is unable to deliver by the promised or agreed date, the Purchaser must be informed about the delay immediately in writing giving reasons.
(2) If the Vendor defaults on delivery, the Purchaser is entitled to the statutory claims. The Purchaser hereby expressly notifies the Vendor that a default on delivery for which the Vendor is responsible can lead to significant claims for compensation since the goods are destined, for example, for installation in a large technical system or for the creation of extensive hardware and, for example, contractual penalties have been agreed between the Purchaser and its customer for the event that the product is not completed on time or the customer can bring compensation claims for loss of use, operating failure or interruption, etc. in the event that the product is not completed on time.
(1) The Purchaser has a duty to inspect the subject of the agreement after delivery by the Vendor within a reasonable period of time in respect of quality, defects and deviations in terms of quantity and to notify the Vendor of any defects.
The complaint of obvious defects shall be deemed to have been made in due time if it is received by the Vendor within 14 working days of receipt of the goods. Complaints relating to concealed defects shall be deemed to have been made in due time if the complaint is received by the Vendor within 14 working days of when the defect was discovered.
(2) The Purchaser shall be entitled to the statutory rights relating to defects against the Vendor without limitation. The Purchaser shall not accept deviating provisions of the Vendor relating to the limitation periods and the right to compensation.
The Vendor shall have the duty to rectify the defect or provide a replacement product within the deadline set by the Purchaser.
If the Vendor is unable to rectify the defect or provide a replacement within the deadline and at the satisfaction of the Purchaser, the Purchaser has the right to cancel the Purchase Contract and claim the entire contract value as well as compensation for consequential losses and costs suffered by the Purchaser.
(3) The standard limitation period for claims for defects shall be 2 years from delivery.
(1) If a compensation claim is brought against the Purchaser by third parties owing to product damage for which the Vendor is responsible, the Vendor shall indemnify the Purchaser upon its first request against all claims of third parties including the costs necessary to defend itself against these claims if the reason for the damage lies in the Vendor’s sphere of responsibility and organisation.
If the product has been installed in a building or a large technical system, the Vendor must also bear all costs and damage in the framework of the indemnification mentioned above related to the uninstalling and reinstalling (including distant consequential damages caused by the defect).
(2) If the Purchaser must implement a recall measure and/or must uninstall the defective or faulty product as a result of a damage event in the sense of the above subsection for reasons for which the Vendor is responsible, the Vendor shall reimburse the Purchaser for all expenses resulting from or in connection with the recall measure/uninstalling, etc.
To the extent that it is able and it is reasonable within the timeframe, the Purchaser shall inform the Vendor about the content and scope of the recall measure/uninstalling and ask it to comment. Further-reaching statutory claims of the Purchaser remain unaffected.
(3) If the Vendor culpably misses binding agreed delivery dates, he shall have a duty to pay a contractual penalty in addition to providing performance. The contractual penalty shall be 0.5% per day but a maximum of 10% of the total net order amount. Further-reaching compensation claims of the Purchaser shall remain unaffected, especially passing on contractual penalties and compensation claims of the customer against the Purchaser.
(4) If a third party brings a claim against the Purchaser because the Vendor‘s delivery breaches a statutory property right of a third party, the Vendor undertakes to indemnify the Purchaser upon its first request against the claims, including all necessary expenses incurred by the Purchaser in connection with the claim by the third party and defending himself against this. These indemnification claims shall lapse after 3 years, calculated from when the Purchaser gains knowledge of the claim by the third party.
(1) All of the parts provided by the Purchaser (retained goods) and tools shall remain the property of the Purchaser.
If the Vendor modifies or changes them, this work shall be for the account of the Purchaser. If the retained goods of the Purchaser are not processed together with items which he owns, the Purchaser shall acquire co-ownership in the new item in proportion to the value of the retained goods it has supplied to the other items processed at the time of processing.
The same applies if an item provided by the Purchaser is inseparably combined with other items he does not own. If, after combining, the item of the Vendor must be regarded as the main item, the Vendor undertakes to transfer to the Purchaser his co-ownership share. In this case, the Vendor shall keep the Purchaser‘s sole ownership and/or co-ownership for the Purchaser.
(2) If the Vendor requires samples, templates, drawings, documentation, tools, etc. in order to perform the contract of the Purchaser these must be requested in writing from the Purchaser. The documents etc. provided to the Vendor for the purpose of performing the contract shall remain the property of the Purchaser. They must be stored carefully and free of charge. Third parties may only be granted access to these for the contractually agreed purpose. The Purchaser reserves all rights in his documents, and those created in accordance with his instructions, and in processes developed by him. Tools, even where they have only been paid for in part by the Purchaser, may only be modified with the Purchaser‘s written consent. After performance of the respective contract, the Vendor must return these to the Purchaser at his own cost without delay.
When developing software and works on behalf and at the cost of the Purchaser, the Vendor shall grant the Purchaser the exclusive right of use. The Purchaser is permitted, in particular, to transfer all rights of exploitation, use and modification in the sense discussed above to third parties.
The Purchaser may use and modify the documents and other services of the Vendor for the project which is the subject of the contract without the Vendor‘s involvement providing that it observes any moral rights of the author. Right of use in this sense includes at least the rights of exploitation.
If certificates and documentation (e.g. in accordance with EN 10204) and comparable documents must be provided, the contract shall only be deemed to have been performed once the Purchaser has received all of these. This also applies to records of all kinds which must, in turn, be countersigned by sub-suppliers or customers of the Purchaser.
The Vendor shall provide for all goods delivered a certificate of origin as proof of the country or origin and original manufacturer.
In the framework of certifications, the Vendor shall permit his business to be audited by one of the Purchaser‘s employees or an expert appointed for this purpose at any time.
Delivery shall take place at the cost and risk of the Vendor. Should the Purchaser have undertaken to bear the shipping and packaging costs, these must be stated separately on the Purchase Order and Invoice. Shipping by parcel service must be initiated automatically once the goods are ready for dispatch; in the case of heavier weights, a cost-efficient carrier must be instructed in agreement with the Purchaser once the goods are ready for dispatch or note taken of the routing order.
Whenever the cost of delivery is included in the contract, it is mandatory that the Vendor takes out separate and sufficient shipping insurance covering 120 % of the goods value. Partial deliveries shall require the Purchaser‘s prior written confirmation.
• certifies that it has received and fully understands RUWAC Asia Group’s Anti-bribery and Anti-Corruption Core Principles and will ensure that it performs the services under any supply contract with RUWAC in compliance with the Anti-bribery and Anti-Corruption Core Principles.
• represents, warrants and covenants to the Buyer that it has not and will not pay, offer, promise to pay or authorize the payment directly or indirectly of any monies or anything of value to any RUWAC Asia Group representative or employee or to any government official, political party, holder of public office, or candidate for public office in connection with any supply contract or Purchase Order from RUWAC.
• agrees to promptly report to RUWAC Asia any request for any financial or any other advantage of any kind received by RUWAC Asia’s employees or representatives or by anybody else in connection with the performance his contractual duties.
• agrees to cooperate in good faith with the Buyer and its representatives in the event of any investigation by the Buyer into any actual or potential violation of any applicable laws or any warranties, representations and covenants hereunder.
• agrees to keep complete and accurate records of all expenses related to the performance of its obligations under this contract, indicating in reasonable detail the purpose of each expense and the person (and such person’s position and title) for whom it was made or for whose benefit, with such records to be made available upon request to RUWAC Asia.
• agrees that in connection with the services to be provided under this contract, without the prior written consent of RUWAC Asia , the Supplier shall not retain any other parties or share any commissions paid or monies disbursed pursuant to any Purchase Contract awarded by RUWAC Asia with any individual or entity not identified in the Purchase Contract.
In the event that RUWAC Asia has reason to believe that a breach of any of the representations, warranties and covenants hereunder has occurred or may occur, RUWAC Asia may withhold any payments otherwise due and payable under any Purchase Contract with the Supplier until it receives confirmation to its satisfaction that no breach has occurred or will occur. Ruwac Asia the Buyer shall not be liable to the Supplier for any claims, losses or damages whatsoever related to its decision to withhold payments under this Article.
Breach of this Article shall be deemed a material breach of this Contract. In the event of a breach of any provision, representation, warranty or covenant in this Article, RUWAC Asia may, in its sole discretion and in addition to any other remedies it may, terminate any Contract or Purchase Order without notice. Any claims for payment by the Supplier with regard to transaction for which such breach has occurred, including claims for services previously performed, shall be automatically terminated and cancelled. The Supplier shall further indemnify and hold RUWAC Asia harmless against any and all claims, losses or damages arising from or related to such breach and/or termination of any Purchase Order or Contract with the Supplier.
(1) Place of performance and exclusive place of jurisdiction for deliveries and payments as well as all disputes arising between the parties on the basis of the agreements between them is the place where the Purchaser has his registered office.
(2) The relationships between the contracting parties shall be governed exclusively by commercial and arbitration laws applicable in the Kingdom of Thailand.
(3) Should a provision of these General Terms and Conditions of Purchase be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Purchase.
In such a case, the parties shall replace the invalid or unenforceable provision by an agreement which corresponds as closely as possible to the invalid or unenforceable provision.