6.3 Upon the earlier of a request from the other party or the termination of this contract, each party shall return the other all documents or records in any medium or format containing any Confidential Information which are in its possession or control and will not retain any copies of them.
6.4 This undertaking, and the obligations contained herein, will continue without limit of period.
7. Force majeure – excuse for non-performance
7.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this contract or to have avoided or overcome it or its consequences.
7.2 A party affected by force majeure shall not be deemed to be in breach of this contract, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under this contract to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with Article 7.3. The time for performance of that obligation shall be extended accordingly, subject to Article 7.4.
7.3 If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
7.4 If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of two months, the other party shall be entitled to terminate this contract by giving written notice to the party affected by the force majeure.
8. Change of circumstances (hardship)
8.1 Where the performance of this contract becomes more onerous for one of the Parties, that party is nevertheless bound to perform its obligations subject to the following provisions on changing of circumstances (hardship).
8.2 If, however, after the time of conclusion of this contract, events occur which have not been contemplated by the Parties and which fundamentally alter the equilibrium of the present contract, thereby placing an excessive burden on one of the Parties in the performance of its contractual obligations (hardship), that party shall be entitled to request revision of this contract provided that:
8.2.1 The events could not reasonably have been taken into account by the affected party at the time of conclusion of this contract;
8.2.2 The events are beyond the control of the affected party; and
8.2.3 The risk of the events is not one which, according to this contract, the party affected should be required to bear.
8.3 Each party shall in good faith consider any proposed revision seriously put forward by the other party in the interests of the relationship between the Parties.
8.4 If The Parties fail to reach agreement on the requested revision within30 days, a party may resort to the dispute resolution procedure provided in Article 15. The court shall have the power to make any revision to this contract that it finds just and equitable in the circumstances, or to terminate this contract at a date and on terms to be fixed.
9. No partnership or agency
Nothing in this contract shall (i) be deemed to constitute a partnership in law between the Parties, (ii) constitute either party the agent of the other for any purpose or (iii) entitle either party to commit or bind the other (or any member of its respective group) in any manner.
10. Assignment and subcontracting
10.1 This contract is personal to the Parties, neither party shall without the prior written approval of the other:
10.1.1 Assign, mortgage, charge or otherwise transfer or deal in, or create any trust over, any of its rights; or
10.1.2 Subcontract or otherwise delegate the whole or any part of its rights or obligations under this contract to another person.
11. Notices
11.1 Any notice under this contract shall be in writing (which may include e-mail) and may be served by leaving it or sending it to the address of the other party as specified in Article 11.2 below in a manner that ensures receipt of the notice can be proved.
11.2 For the purposes of Article 11.1, notification details are the following, unless other details have been duly notified in accordance with this Article:
– The written letter must be delivered to 99/888 ChiangMai-Lamphun Rd., Homlamoon Village, Muang, Chiang Mai, Thailand, 50000;
– The written E-mail must be sent to ceramicoli@gmail.com only.
12. Entire agreement
This contract sets out the entire agreement between the Parties. Neither party has entered into this contract in reliance upon any representation, warranty or undertaking of the other party that is not expressly set out or referred to in this contract. This Article shall not exclude any liability for fraudulent misrepresentation.
This contract supersedes any previous agreement or understanding relating its subject matter
This contract may not be varied except by an agreement of the Parties in writing (which may include e-mail).
13. Effect of invalid or unenforceable provisions
If any provision of this contract is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this contract shall continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that, in the absence of the provision found to be null and void, the Parties would not have concluded this contract. The Parties shall use all reasonable efforts to replace all provisions found to be null and void by provisions that are valid under the applicable law and come closest to their original intention.
14. Authorizations
14.1 This contract is conditional upon the following authorizations first being obtained
– Governmental authorizations;
– Regulatory authority.
– International regulations.
14.2 The relevant party shall use all reasonable efforts on its part to obtain such authorizations and shall notify the other party promptly of any difficulty encountered.
15. Dispute resolution
Any dispute, controversy or claim arising out of or relating to this contract, including its conclusion, interpretation, performance, breach, termination or invalidity, shall be finally settled under the rules of Arbitration Institute of the International Chamber of Commerce by three arbitrators appointed in accordance with the said rules. The place of arbitration shall be France. The language of the arbitration shall be English.
16. Applicable law
Thai law shall apply to the contract.
Schedule 1: Specifications of the service(s) to be performed
The performed services in this contract are the customization method and regular product sales.
Schedule 2: Fees and expenses
The following services shall be charged on the basis of the time spent by the Supplier at an hourly rate of 50 USD.
– The production of the customized ceramic wares;
The following services shall be charged for a total amount of 200 USD, regardless of the time spent.
– 3 of green oval ceramic bowls, product#119, 30 USD each;
– 6 of large gray ceramic mugs; product#228, 20 USD each;
– 1 black ceramic tray; product#418, 90 USD each;
The Supplier shall not be entitled to vary the Supplier’s standard charges.
Alternative: The Supplier shall be entitled to vary the Supplier’s standard charges from time to time by giving not less than [three] months’ written notice to the Client from time to time.
All charges quoted to the Client for the provision of the service are exclusive of any value-added tax (VAT), for which the Client shall be additionally liable at the applicable rate from time to time.
DATE AND SIGNATURE OF THE PARTIES
Supplier Client
Date ............................................................... ...................................................
Name ............................................................. ...................................................
Signature Signature