ITC MODEL CONTRACT FOR THE INTERNATIONAL SUPPLY OF SERVICES PARTIES:
Parties:
Supplier
Name:
Ceramicoli Limited Company.
Legal form:
Limited Liability Company
Country of incorporation and trade register number:
THA (Thailand), and Trade Register Number: 213232143242
Address:
300/333, Townic Village, Nantaram Rd. Muang, Chiang Mai, Thailand, 50000
Phone No.: +668-814-321-41, Fax: +665-325-2323 E-mail: Jek.Ceramocoli@gmail.com
Represented by:
Kawi Jiradt, 300/333, Townic Village, Nantaram Rd. Muang, Chiang Mai, Thailand, 50000, Marketing Manager, Self-Representation
Client
Name:
The Larder Café and Bar
Legal form:
Partnership
Country of incorporation and trade register number:
FRA (France), and Trade Register Number: 5543535455114
Address:
75001 Paris, France, 75116(postal code)
Phone No.: +33 1 40 20 50 50, Fax: +33 1 40 20 50 51, E-mail: thelarderfr@gmail.com
Represented by:
Mike Ross, 78123 Paris, France, 75116, Firm’s Attorney, Attorney
Collectively “the Parties”
Background
A. The Client carries on business in the Kitchen wares field- Ceramic
B. The Supplier undertakes as part of its business the provision of services in relation to ceramic wares, kitchen wares and customization method of ceramic wares.
C. The Client wishes to engage the Supplier to provide such services in relation to the Client’s business, and the Supplier is willing to provide such services accordingly, on the terms of this contract.
Supply of the service – Qualifications of the Supplier
1. Supply of the service – Qualifications of the Supplier
1.1 The Supplier shall provide the following service(s) to the Client, subject to the terms agreed in this contract and the more detailed specifications contained in schedule 1:
– The supplier sells Ceramic wares to clients internationally.
– The supplier services client by the “customization method” in which client can customize the type or format of the ceramic wares they want, for example size, type of ware, color and etc… ;
1.2 The Supplier represents that it has all necessary capacity and qualifications to supply the services the aforementioned services.
1.3 The service(s) to be provided to the Client by the Supplier under this contract shall be rendered in Thailand:
– The production of all the products of the company is solely made in Thailand;
– After contacting with customer for the customization products, all the products which are customized due to the order shall all be produced in Thailand;
1.4 The service(s) to be provided to the Client by the Supplier under this contract shall be rendered between October 20, 2015 and November 10, 2015, with the following intervals of 15 days of shipping, in case the client is from abroad, and 3 days of shipping for domestic.
1.5 The service shall be provided subject to the terms of this contract and in accordance with the specifications listed in schedule 1, and otherwise in accordance with the Supplier’s current brochure or other published literature relating to the service from time to time.
1.6 The Supplier may at any time without notifying the Client make any changes to the service(s) which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the service(s).
1.7 The Client may order additional services or ask for amendments/alterations of services already agreed with the Supplier, or give instructions to the Supplier which result in an amendment, alteration, reduction or extension of the services already agreed with the Supplier. In such case, the amended, altered, reduced or extended services must be expressly specified in an addendum to schedule 1, and the possible impact of the Client’s orders or instructions on the fees and expenses to be paid to the Supplier must be expressly agreed by and between the Parties in an addendum to schedule 2 before the services are performed.
2. Payment of fees
2.1 The Client shall pay the fees and expenses agreed with the Supplier, as specified in schedule 2, and any additional sums which are agreed between the Supplier and the Client for the provision of the service or which, in the Supplier’s sole discretion, are required as a result of the Client’s additional or amended instructions or lack of instructions, the inaccuracy or inappropriateness of any material provided by the Client or any other cause attributable to the Client.
2.2 The Supplier shall be entitled to invoice the Client following the end of each month in which the service is provided, or at other times agreed with the Client.
2.3 The Supplier’s standard charges and any additional sums payable shall be paid by the Client (together with any applicable value added tax, and without any set-off or other deduction) within 30 days of the date of the Supplier’s invoice.
3. Late payment and interest
If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 10% per annum.
4. Warranties and liability
4.1 The Supplier warrants to the Client that the service will be provided using such care and skills as is customary for the provision of similar services on the Client’s country. The service will be provided in accordance with the specification agreed in schedule 1, and within the time expressly agreed in Article 2.3. Where the Supplier supplies in connection with the provision of the service any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
4.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client, provided the Supplier has duly notified the Client within 10 days of receipt of such material or instructions.
4.3 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Client for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the service or their use by the Client, and the entire liability of the Supplier under or in connection with the contract shall not exceed the amount of the Supplier’s fees for the provision of the service.
5. Term, termination and consequences of termination
5.1 This contract shall take effect on the date of its signature by both parties or, if signatures do not occur simultaneously, when the latest signature is given. Unless sooner terminated pursuant to Articles 5.2 or 5.3, this contract shall continue for a period of 36 days.
5.2 The Supplier may forthwith terminate this contract by giving written notice to the Client, if the latter fails to pay any sum payable by it under this contract within 7 days of the due date for payment.
5.3 Either party may (without limiting any other remedy) at any time terminate the contract by giving written notice to the other if the other commits any breach of this contract and (if capable of remedy) fails to remedy the breach within 10 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed. For the purposes of the present sub-clause, a breach of any provision of this contract shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.
5.4 The termination of this contract for any reason shall not affect:
5.4.1 Either party’s accrued rights, remedies or liabilities including payments due at the effective date of termination; or
5.4.2 The coming into force or the continuance in force of any provision of this contract which is expressly or by implication intended to come into or continue in force on or after termination.
6. Confidentiality
6.1 Both parties understand and acknowledge that, by virtue of the present contract, they may both receive or become aware of information belonging or relating to the other party, its business, business plans, affairs or activities, which information is confidential and proprietary to the other party and/or its Suppliers and/or customers and in respect of which they are bound by a strict duty of confidence (“Confidential Information”).
6.2 In consideration of such Confidential Information being disclosed or otherwise made available to either party for the purposes of the performance of the present contract, both parties hereby undertake that they will not at any time, either before or after the termination of the present contract, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential Information:
6.2.1 Is publicly known at the time of its disclosure or being lawfully made available to them;
6.2.2 After such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this undertaking;
6.2.3 Is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by one of the Parties, provided that, where practicable, the other party is given reasonable advance notice o