GENERAL CONDITIONS OF SALES (G.C.S.)

1- When placing an order with the company EIF Thailand (the Seller), the buyer accepts unconditionally these G.C.S.; the G.C.S.prevail on any other documents, including brochures or catalogues, issued by the Seller; special condition shall be accepted only if expressly confirmed in writing by the Seller.

2-  Unless stipulated otherwise, the Seller’s offers shall be understood non inclusive of packaging costs, delivery fees and VAT.

3- Orders placed directly to the Seller or through his agents or representatives shall not become final and binding until they are confirmed in writing by the Seller. These G.C.S., the order accepted by the Seller in writing and any document issued by the Seller relating to the subject of the order shall constitute the contract. Any modification or cancellation of the order requested by the buyer shall be subject to the Seller’s express agreement. Any such request by the buyer may only be taken into consideration if it reaches the Seller no later than thirty (30) days before shipment of the goods. After this period, the order will be considered valid and will have to be paid by the buyer.

4- Price: if exceptional circumstances affect the economic balance of the contract between acceptance of the order and the delivery, obliging the Seller to increase its prices and/or modify its payment conditions, the Seller shall notify the buyer, who will then be able to terminate the contract in writing within seven (7) days starting from the notification. If the buyer fails to do so, the new conditions shall apply automatically to the contract. Except as indicated in writing by the Seller, payments shall be made net without any discount seven (7) days from the date of invoicing.

5- Delivery. Deliveries will be made depending on the Seller’s availability. Unless otherwise agreed in writing, the Seller’s delivery dates shall be purely indicative. Delays may be caused by the shipping company. The manufacturing process is based on raising of animals and it is subject to hazards which can affect the delivery terms. The buyer shall not be entitled to use any late delivery as a justification for canceling the sale, rejecting the goods or claiming any compensation.

6- Customs clearance. The goods are sent with a set of documents about which the buyer is duly informed. If the buyer fails to clear the goods through customs or cannot receive them and/or cannot take possession of them due to specific regulations in his country or country of destination the seller cannot be held responsible neither for ensuing damages nor for additional transport costs that may ensue.

7- Transfer of Risk. The risk in the goods, and particularly those risks inherent in their carriage, shall pass to the buyer immediately upon their delivery in the country of destination.

8- Complaints. Complaints made regarding visible defects or any non-conformity of the delivered goods compared to the ordered goods or with the delivery documentation, must be lodged in writing upon receipt of the goods and in any event within eight (8) days of receipt at the latest. The buyer shall provide the Seller with all evidence regarding defects or anomalies reported. The buyer shall permit the Seller all means to ascertain the defects and to find a solution. Once the buyer has sent his complaint to the Seller within the specified time, and provided that the Seller’s liability has been established, the Seller shall at his convenience either replace or refund the cost of any goods which he has acknowledged as non-conforming or affected by a visible defect, to the exclusion of all other indemnities and/or damages. Where applicable, upon the Seller’s request the buyer must return to the Seller the goods which have been replaced or refunded.

9- Packaging. The goods are supplied in food-grade bags of 5 kg. Any other packinging, especially in smaller bags is supplied at additional cost.

10- Payment. As a general rule the goods are delivered against 100% prepayment, the payment itself being the condition for reserving the batch of goods for dispatch.

11- Retention of Title. The Seller reserves title to the goods until payment in full of the price and of all incidentals. The risk in the goods shall however pass to the buyer upon delivery in the country of destination. Consequently, in a case of late or non-payment, whether in whole or in part, the Seller reserves the right to require, on first demand and without prior formal notice, the delivered goods to be returned to it, wherever they are located. Goods stored at the premises of the buyer (in warehouses, depots, etc.) will be deemed to be the subject of the unpaid invoices. The buyer shall therefore not grant any rights to third parties that might limit the exercise of the provisions of this condition. All costs of returning the goods to the Seller’s premises will be borne by the buyer. If the buyer becomes insolvent he must (I) notify the Seller within 24 hours and (II) immediately cease selling any goods which are not yet his property. The buyer must also comply with his obligations as bailee. The buyer shall therefore be required to pay the price of the goods if they disappear, whether accidentally or otherwise. The buyer undertakes not to remove packaging or labels from goods stored in his inventory and which are unpaid. The above provisions shall apply without prejudice to any claim for damages for total or partial failure to pay the price of the goods.

12- Liability limitation. The total liability of the Seller for all claims of any kind arising from or related to the formation, performance or breach of the contract with the buyer, shall not exceed the (i) contract price, or (ii) if buyer places multiple order(s), the price of each particular order for all claims arising from or related to that order. The Seller shall not be liable for loss of profit or revenues, loss of use of merchandise, interruption of business, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s customers for any of the foregoing types of damages. The Seller shall not be liable for advice or assistance that is not required for the work scope under the contract. If the buyer is supplying the goods to a third party, or using the goods at a facility owned by a third party, the buyer shall either (i) indemnify and defend the Seller from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this article. The limitations in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise, and shall prevail over any conflicting terms, except to the extent that such terms further restrict Seller’s liability.

13- Force Majeure. The following shall be considered herein as events of force majeure constituting cause for the cancellation or suspension of the Seller’s contractual obligations, without any right of recourse for the buyer: accidents affecting the manufacturing or storage of the products, total or partial interruption of supplies of raw materials or energy, particularly de fault by carriers, fire, flooding, breakdown of machinery, total or partial strikes, administrative decisions, acts attributed to third parties, lost of livestock used in production, airplane crashes, ship wrecks, war and all and any external occurrences likely to delay or prevent the performance of the Seller’s obligation or to render such performance economically exorbitant.

14- Governing law and Jurisdiction. Any nullity of a clause of these general terms and conditions shall not alter the validity of the other clauses. These General Conditions of Sale and any related contract shall be governed by the Thai Law, excluding the United Nations Convention on the international sale of goods of April 11,1980. All disputes arising between the parties to this contract shall be submitted to the courts having jurisdiction where the Seller’s registered office is located. If legal proceedings are commenced against the buyer by any third party in another court, the buyer waives all rights to invoke any guarantee against the Seller before this court.

 

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