of Jimmy Anderson Contribution Co., Ltd., hereinafter called J.A.C.
1.1. The acceptance of J.A.C.'s quotation, or of any goods supplied, advice given or service rendered, includes the acceptance of the following terms and conditions and no variation of or addition to the same in correspondence, or elsewhere, or implied by trade custom practice or course of dealing, shall be binding upon J.A.C. unless expressly agreed in writing by J.A.C..
1.2. Your order shall be subject to J.A.C.'s acceptance in writing within the period stated or when no period, is stated within thirty (30) days after its date.
1.3. J.A.C. reserves the right to correct any errors or omissions in J.A.C.'s quotations and / or pricelists.
2.1. Our quotation is an offer which you may accept in writing within 14 days, if not specified otherwise in the quotation, after which it lapses.
2.2. If you place an order with J.A.C. without J.A.C. having previously prepared a quotation for the goods and/or services being ordered, then the legally binding contract incorporating these terms and conditions is created when J.A.C. issues an order acknowledgement or when J.A.C. delivers the goods or services. In this later case the word quotation appearing in subsequent clauses of these conditions shall be read as referring to the order acknowledgement.
3.1. The goods J.A.C. is to supply are those described in the quotation. J.A.C.'s products are subject to continuous improvement and J.A.C. may supply goods to a higher specification, but if J.A.C. does so there will be no increase in the price.
3.2. J.A.C. may substitute different proprietary parts for those specified so long as the substitute is at least as good as that specified.
The quotation states whether J.A.C. will carry out installation work and J.A.C.'s estimate of the cost of doing so. If there is no such statement about installation then the provisions of this condition 4 do not apply.
4.1. If the quotation requires you to carry out any preparatory work, you must tell J.A.C. when this work has been completed and give J.A.C. an opportunity to inspect your work. In these cases J.A.C. cannot schedule the installation work until you have completed yuswork.
4.2. By the date scheduled for the begin of the installation work you must have provided the electrical or other service connections and carried out the works listed as your responsibility in the specification.
4.3. In addition you must provide the following for J.A.C.'s installation team:
4.4. If J.A.C.'s engineers find that you have not carried out preparation work which you were supposed to do in accordance with the specification, or have carried out such work incorrectly, J.A.C.'s engineers may themselves carry out the work.
4.5. If you fail to provide any equipment or service connection which is your responsibility in accordance with the specification, J.A.C. may do so.
4.6. On Completion of the installation J.A.C.'s engineers will notify you verbally that they are ready to carry out commissioning tests and when they propose to do them. Your representative may attend such tests but if he or she fails to show J.A.C.'s engineers will carry out the tests anyway.
5.1. The prices stated in J.A.C.'s quotation exclude Value Added Tax (which will be payable in addition at the rate in force at the date of invoice) and unless otherwise stated exclude delivery, packing and insurance in transit.
5.2. Prices quoted for the supply of goods are fixed and will not be changed, but if extra goods are ordered you must pay for them at J.A.C.'s list price current at the date of order.
5.3. Any price stated in the quotation for installation work is an estimate only, but, unless the quotation for the work states that it is "subject to survey", the estimate may be relied upon as firm unless additional work is caused by circumstances which could not reasonably have been foreseen on J.A.C.'s preliminary survey.
5.4. If any figure quoted for installation is marked "subject to survey" this means that J.A.C. has not inspected the installation site and J.A.C. is giving you its best guess at what the installation cost is likely to be. Our charge for the installation work will be a fair and reasonable charge based upon what work is actually involved.
5.5. If J.A.C.'s engineers have to carry out work which you were supposed to carry out, or to correct work carried out by you, or if J.A.C. has to supply service installations or equipment which you were supposed to supply, then a fair and reasonable additional charge will be made.
5.6. Delivery and insurance in transit will be charged at cost by J.A.C.. J.A.C. will also make a fair and reasonable charge for packing.
6.1. Payment shall be made in accordance with the quotation, or if not stated in the quotation, shall be made so as to be received by J.A.C. within 10 days of date of invoice. This payment shall be made without deduction or offset in Thai Baht (unless otherwise specified in the quotation).
6.2. In the event of any amount payable to J.A.C. being overdue J.A.C. may, without prejudice to any other right,
6.3. Unless otherwise stated in the quotation a deposit payment is due with the placement of your order which can be up to 100% of the total amount.
6.4. When the goods are made available in J.A.C.'s office or warehouse, the remainder is due, except in case when delivery is included, then the remainder is due at delivery. If J.A.C. is to carry out installation, any remainder of the total amount is immediately due after installation, when the commissioning tests have been completed.
7.1. Unless otherwise agreed delivery will be ex-works in Thailand.
7.2. In case delivery is part of a quotation, the place of delivery will be the address stated in the quotation. J.A.C. will arrange for delivery to that address, but, if required, you must provide assistance and equipment to unload.
7.3. J.A.C. reserves the right to charge for export packaging.
7.4. So long as you notify J.A.C. of damaged or broken goods immediately at reception, but latest within 7 days of receipt, J.A.C. will replace them at its expense. J.A.C. accepts no responsibility for damaged or broken goods if you fail to notify J.A.C. within this period.
7.5. Unless J.A.C. has agreed with you that a particular carrier or your own vehicles are to be employed, the means of delivery is entirely for J.A.C. to decide.
7.6. Any delivery or installation dates stated are approximations only and have no contractual effect. J.A.C. will do its best to meet the dates J.A.C. has given, but J.A.C. is subject to circumstances beyond J.A.C.'s control, particularly since some of the goods supplied by J.A.C. are imported.
7.7. Any times quoted for delivery are to date from J.A.C.'s written acceptance of your order or from receipt of all necessary information and drawings to enable J.A.C. to put the work in hand, or from the receipt of your deposit payment, whichever is the later. J.A.C. will use its best endeavors to complete delivery of the goods or service in the period stated but accept no liability in damages or otherwise for failure to do so from any cause whatsoever, including but without prejudice to the generality of the foregoing: war, civil commotion, fire, flood, accident, labour dispute, shortage of materials, Act of Government or other authority, or any other cause or causes (whether similar or not) beyond J.A.C.'s reasonable control.
7.8. In all cases of delay the time for delivery shall be extended by reasonable period having regard to the cause for delay.
If any contract or any part of it shall become impossible of performance or otherwise frustrated J.A.C. shall be entitled to a fair and reasonable proportion of the price in respect of the work done up to the date thereof and for this purpose any moneys previously paid by you shall be retained as against the sum due to J.A.C. under this provision, any balance to be repaid to you or as the case may be, any deficiency to be paid to J.A.C. by you.
J.A.C. may dispose of the goods as J.A.C. think fit, due allowance being made to you for the net proceeds thereof.
9.1. Proprietary parts and proprietary software are provided with the benefit of any guarantee offered by J.A.C.'s supplier. J.A.C. will assist you in claiming under this guarantee but, unless otherwise agreed in writing, J.A.C. does not offer any supplemental or additional guarantee.
9.2. Non-proprietary goods supplied by J.A.C. are guaranteed for 12 months (unless otherwise indicated) following the date of purchase so long as you use them in accordance with J.A.C.'s instructions. J.A.C. will make good by repair, or by the supply of a replacement, or by equivalent adjustment of the price, at J.A.C.'s sole option, defects which under proper use appear in the goods within that period after the goods have been delivered, and which arise solely from faulty design, material or workmanship, provided always that defective parts of the goods are carefully packed and promptly returned by you free to J.A.C.'s works unless otherwise arranged. The repaired or new part will be delivered by J.A.C. free of charge.
9.3. Subject to the foregoing, all conditions, warranties and representation expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and J.A.C. shall be under no liability to you for loss, damage or injury resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller, its employees or agents save that J.A.C. shall accept liability for death or personal injury caused by J.A.C.'s negligence.
9.4. Any work required, or any goods supplied outside the guarantees given above, will be charged for on a fair and reasonable basis and you are to pay the costs of sending the goods to J.A.C. and J.A.C.'s costs in sending the repaired goods or replacement goods to you.
10.1. The risk of the goods shall be deemed to have passed on delivery.
10.2. Unless otherwise agreed, if J.A.C. installs the goods the risk passes to you when the installation has been completed. If J.A.C. merely supplies goods, the risk passes to you upon the goods being loaded onto the carrier’s vehicle at J.A.C.'s premises. You should make certain that the goods have been covered by insurance from the moment you are on risk.
10.3. Ownership of the goods does not pass to you until J.A.C. has been fully paid for them. Until such payment you will have possession of the goods as bailee for J.A.C. and shall store the goods in such a way as to enable them to be identified as J.A.C.'s property.
10.4. If you are purchasing the goods for re-sale you may in the ordinary course of your business sell and deliver the goods to a third party on condition that, until such payment as aforesaid, you will hold all proceeds of such sales in trust for J.A.C., and in a separate account. You hereby undertake forthwith upon being so requested by J.A.C. as to assign to J.A.C. all rights and claims which you may have against your customers arising from such sales until payment is made in full as aforesaid. If the goods are combined by you with other items or materials, J.A.C. shall retain legal and beneficial ownership of the goods if they remain capable of removal or separation from the resulting items, and you will store such items in the manner set out above, or may sell and deliver such items to a third party, subject to the provision of this Condition.
10.5. J.A.C. reserves the right to re-possess any goods in respect of which J.A.C. reasonably believes that J.A.C. will not be paid for them or payment is overdue and thereafter to re-sell the same and for this purpose you hereby grant an irrevocable right and license to J.A.C.'s servants and agents to enter upon all or any of your premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights J.A.C. may have thereunder or otherwise.
J.A.C. is not to be liable to you, or anyone claiming through you, for any consequential loss suffered by you, either as a result of late delivery or installation, or broken or defective goods, or any work carried out or services provided by J.A.C., or as a result of your or J.A.C.'s cancellation of the contract between J.A.C. and you.
12.1. All copyright and other intellectual property rights of whatever nature that subsist or may subsist in any drawings, plans, designs and technical documents, specifications and information supplied by J.A.C. are, and shall remain, J.A.C.'s property absolutely and you undertake to keep confidential and not to make them available to a third party and not to modify or make any copy of any such software, specifications, drawings, plans, designs and technical documents and information. In case of non-acceptance of a quotation all drawings, plans, designs and technical documents, specifications and information supplied by J.A.C. is to be returned to J.A.C. or to be deleted immediately .
13.1. Thai Law applies to this agreement even if the place of delivery or installation lies outside Thailand. Any contract will be deemed to be made in Thailand and shall be governed and construed for all purposes and in all respects in accordance with Thai Law.
13.2. Only the Courts of Thailand shall have jurisdiction.
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