Daer Mr. Shuji Goto
PANASONIC APPLIANCES COLD CHAIN (THAILAND) CO.,LTD.
Amend requirement in purchase agreement
According to Panasonic Appliances Cold chain (Thailand) Co.,ltd Purchase agreement we have
some point to change in Purchase agreement as details below .
in article 7 clause 7.4
Original 7.4
The preceding Sub-Article shall not relieve Seller of any obligations arising from such delay. Furthermore, if the Goods are not delivered on the Delivery date for reasons attributable to Seller, and if Buyer incurs any damage as a result of such delays, Buyer may raise a claim with Seller for such damages.
Amend
Seller will be responsible of refund product value of delayed lot only .
in article 16 clause 16.3,16.4
Original 16.3
Notwithstanding the Warranty Period, Seller shall protect, defend, hold harmless and indemnify Buyer and its distributors, dealers, Affiliates and Customers during the term of this Agreement and at any time thereafter from and against any damage, loss, liability, claim, demand, suit, proceeding, fee, cost or expense (including, but not limited to, attorneys' and other professional fees and court costs) arising out of any PL Accident. Notwithstanding the foregoing, Buyer reserves the right to settle all such claims at its sole discretion provided, however that Buyer shall not consent to any settlement, judgment or decree in any such suit, agree to pay any sum of money or agree to do any other act to resolve such claim of a third party without first obtaining Seller’s consent thereto in writing, which consent shall not be unreasonably withheld.
Original 16.4
Seller shall maintain at its own cost product liability insurance in the amount sufficient to fulfill its obligation under Sub-Article 16.3 for death and bodily injury liability and property damage liability.
Amend
Seller will be responsible for any damage by refound of product value of lot only.
in article 40 clause 40.1
Original 40.1
Any dispute, disagreement, controversy or claim arising out of or in connection with this Agreement (“Dispute”) shall be settled by the Parties through mutual good-faith discussions. In the event any Dispute between the Parties cannot be settled through mutual good-faith discussions within sixty (60) days from a written notice by either Party of the existence of such Dispute, except for each Party’s right to seek injunctive relief in any court of competent jurisdiction under Sub-Article 27.8, such Dispute shall be exclusively referred to and finally settled by arbitration, to be held in [Singapore ] in the English language, in accordance with the rules of the International Chamber of
Commerce by three (3) arbitrators selected under such rules. The award rendered shall be final and binding upon the Parties. The award rendered shall be enforceable in any court of competent jurisdiction, and neither Party shall object to such award being enforced nor commence any action in any court regarding any Dispute except to enforce the award.
Amend
Any dispute, disagreement, controversy or claim arising out of or in connection with this Agreement (“Dispute”) shall be settled by the Parties through mutual good-faith discussions. In the event any Dispute between the Parties cannot be settled through mutual good-faith discussions within sixty (60) days from a written notice by either Party of the existence of such Dispute, except for each Party’s right to seek injunctive relief in any court of competent jurisdiction under Sub-Article 27.8, such Dispute shall be exclusively referred to and finally shall be brought to the courts in the jurisdiction of the Kingdom of Thailand.
in article 41
Original 41
The validity and construction of this Agreement and performance of the Parties hereunder shall be governed by and interpreted in accordance with the laws of [ ] without regard to conflicts of laws principles, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods 1980.
Amend
Both parties agree that this Agreement shall be governed by the laws of Thailand. In the event of any disputes arising between the parties, all parties shall use its effort to negotiate in good faith and on basis of harmonization to reach a solution.
If the disputes cannot be resolved in good faith and on basis of harmonization, the disputes shall be brought to the courts in the jurisdiction of the Kingdom of Thailand.
You consideration would be must appreciated.
You sincerely,
Aluplus CO.,LTD. PANASONIC APPLIANCES COLD CHAIN (THAILAND) CO.,LTD.
………………..…………. ……………………………...
( Nuttapon Kanikanan ) ( Shuji Goto )
Managing Director Managing Director
Date………………………. Date…………………………