Vendor Terms and Conditions
Vendor Terms and Conditions
FOR P&P INTER CORPORATION COMPANY LIMITED GERNERAL TERMS AND CONDITIONS OF PURCHASE AND SERVICE ORDER
1. IMPORTANT NOTICE
a) The present Purchase/Service Order shall become a binding contract between P&P Inter Corporation Company Limited hereinafter referred to as COMPANY, and Vendor upon acceptance by Vendor.
b) Unless otherwise specified, 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 due to currency fluctuations or any other reason. The prices are fully inclusive of all cost, risk and profit related to Vendor's performance under the Purchase/Service Order.
c) The Purchase/Service Order number shall be indicated on all correspondence and invoices. d) For the purpose of Purchase/Service Order, Vendor shall act as an independent vendor, supplier or contractor, not as an agent of COMPANY.
e) "Goods" means all or any and every part of the tangible property, including without limitation material, machinery, equipment, supplies, articles, items, and/or tangible information ("tangible information" means recorded information, regardless of form or characteristic; for example, software, writings, drawings, and similar recordings on or in a tangible medium) and, where the context so requires, work and services described in the Purchase/Service Order and to be supplied and/or performed or rendered, and guaranteed, by Vendor.
f) "Vendor" means the person, firm or company designated as such in the front terms and to which the Purchase/Service Order is issued, including the legal successors and permitted assigns thereof. Vendor shall have the same meanings with CONTRACTOR and Supplier.
g) Vendor shall comply with the Applicable Laws. "Applicable Law" means all laws and any other rules and regulations which Vendor is required to comply in relation to this Purchase/Services Order.
Vendor shall be liable for any loss or damage incurred by COMPANY due to Vendor's or his suppliers' non-compliance with the terms and conditions of the Purchase/Service Order. Vendor shall not, however, be liable for any consequential loss or damage incurred by COMPANY unless such consequential loss or damage is due to willful misconduct or gross negligence of Vendor.
3. LIENS AND CLAIMS
Vendor shall defend, indemnify and hold COMPANY harmless from and against all liens and claims that attach to the Goods or services and all costs, damages and expenses incidental thereto. COMPANY shall have the right to settle any such liens and claims and to deduct from the Purchase/Service Order price all costs of settlement.
Unless otherwise stipulated, invoices together with supporting documents shall be made out in one original, clearly stamped as original, and three (3) copies and sent to:
P&P Inter Corporation Company Limited
226 Paholyothin Road, Samsennai, Phayathai, Bangkok 10400, Thailand
Attention: Accounting Department
a) If the Vendor fails to fully comply with the Purchase/Service Order for whatever reason and/or if the delay on delivery or performance completion exceeds 60 calendar days, COMPANY may notify in writing the cancellation of the Purchase/Service Order in full or any part thereof without prior notice and without compensation.
b) COMPANY has the right at any time to cancel this Purchase/Service Order in full or any part thereof. Such intent to cancel shall be notified by COMPANY to Vendor by written notice. And if Vendor is not in default COMPANY shall be responsible for any costs associated with the Goods and services covered under this Purchase/Service Order and incurred by Vendor up to the percent of completion and point of cancellation (spare parts excluded), provided however that under no circumstances shall the total cancellation payment above exceed the total price of the Purchase/Service Order. These costs shall be itemized and presented to COMPANY for approval.
c) COMPANY may take possession of any finished Goods or materials as a result of the cancellation.
Vendor shall at no cost to COMPANY and without delay to the work or service ensure that it and all Vendors' personnel, subcontractors, and sub-vendors employed or retained by they are fully aware of and comply with all applicable laws, legislation, regulations, COMPANY's current Safety, Health, Environmental, Training and Auditing requirements and Permit To Work systems and all restrictions applicable to both COMPANY's work sites and the work or service. For work undertaken offshore COMPANY shall require acceptable evidence of medical fitness and recent training in offshore emergency and survival techniques. Vendor shall furnish COMPANY with copies of the Safety Policy and Records of both him and his sub-vendors. Vendor shall ensure that all its personnel attend a site safety induction course on arrival at any COMPANY worksite.
7. GOVERNING LAW
The present Purchase/Service Order shall be governed by the laws of Thailand.
8. ACCEPTANCE OF THE ORDER
No deviation or exception submitted or referred to by Vendor in his quotation or any other document shall form part of the Purchase/Service Order unless otherwise agreed to in writing by COMPANY. Acknowledgement of receipt of the Purchase/Service Order must be returned to COMPANY duly signed by an authorized executive of the Vendor and must bear appropriate stamp, as a legal binding document of the acceptance of the terms and conditions stated in the Purchase/Service Order. Failure to return acknowledgement of receipt of the Purchase/Service Order within 15 consecutive days after the date of the Purchase/Service Order
9. PAYMENT AND TAXES
a) Sub-vendor or contractor (Not Company) According to P&P Inter Corporation terms of payment, we proceed the payment to sub vendor/contractor for 15 working days after they submit the invoice and delivery order/job. Transaction is subject to the prevailing Tax Regulations of the Kingdom of Thailand. Should any conversion of currencies be required, the basis for such conversions shall be the average of the closing buying and selling rates, announced by the Bank of Thailand one working day before the payment date.
b) Sub-vendor or contractor (Company)
According to P&P Inter Corporation terms of payment, we proceed the payment to sub vendor/contractor for 30 calendar days after they submit the invoice and delivery order/job. Transaction is subject to the prevailing Tax Regulations of the Kingdom of Thailand. Should any conversion of currencies be required, the basis for such conversions shall be the average of the closing buying and selling rates, announced by the Bank of Thailand one working day before the payment date.
Vendor shall hold in strict confidence all information that it could be cognizant of in relation to the performance of the Purchase/Service Order and shall ensure that similar confidentiality is observed by his personnel or servants, except however information:
- which was already in the public domain at the date of its disclosure ; or
- for which Vendor could evidence by supporting documents bearing an established date:
i) that it was the result of its own developments before the date of its disclosure ; or
ii) that it was acquired from a third party which was entitled to disclose it.
11. BUSINESS ETHICS
Vendor represents and warrants that Vendor shall carry on his business with honesty, integrity, and fairness in all aspects.
Vendor shall obtain COMPANY's prior written consent to any proposed subcontract or assignment of any or all of Vendor's rights, duties or obligations under the Purchase/Service Order. COMPANY may assign at any time its rights and obligations under this Purchase/Service to any affiliates or to any person.
The Goods shall be properly packed and secured by Vendor in such a manner as to reach their destination in good condition under normal conditions of transport. The Goods shall be delivered by Vendor at, or dispatched for delivery to, the place(s) and in the manner specified in the Purchase Order, or as may hereafter be subsequently agreed in writing. The Goods shall be delivered with the required certification documents.
14. GUARANTEE AND WARRANTY ON GOODS
Vendor guarantees that the Goods will conform to the specifications of the Purchase/Service Order and warrants the Goods free from defects in material and workmanship for a minimum period of eighteen (18) months from the date of delivery or twelve (12) months from the date on which the Goods are placed in use or operation, whichever is the shorter. COMPANY reserves the right to reject any Goods, which are not in accordance with the specifications of the Purchase/Service Order. At COMPANY option, Vendor shall promptly repair or replace, at Vendor's own cost and expense, any Goods found to be defective during the warranty period. Transportation charges to Vendor's facility and return will be paid by Vendor.