Sale and Purchase Agreement
This Sale and Purchase Agreement (the “Agreement”) is made in Bangkok, Thailand, on _____________ , by and between:
Sriboon Printing Industry (1988) Co., Ltd, a company incorporated under the laws of Thailand with registered address at 3019,3021 Moo10 Soi 107, Sukhumvit Road., Samrong-nur, Muang, Samutprakarn 10270, Thailand.(hereinafter referred to as the “SELLER”) and
DKSH (THAILAND) LIMITED, a company incorporated under the laws of Thailand with its registered address at 2535 Sukhumvit Road, Bangchak, Phrakhanong, Bangkok 10260, Thailand (hereinafter referred to as “DKSH”).
The SELLER and DKSH hereafter individually or collectively also referred to as “Party” or “Parties” respectively.
WHEREAS, SELLER is engaged in the manufacture, production and sale of the Products (as listed in Annex) and DKSH desires to purchase the Products in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, the Parties hereby agree as follows:
1. This Agreement shall be effective for a period of one (1) year starting from January 1, 2016. Upon the expiry of the initial term, this Agreement shall automatically continue for additional periods of one (1) year each unless DKSH terminates this Agreement by serving at least one (1) month prior written notice.
2. SELLER shall deliver the Products by the delivery date and on the conditions specified in the confirmed order or such other terms mutually agreed by the Parties in writing. SELLER shall immediately notify DKSH in writing in case of any delay or anticipated delay in delivery of the Products. In the event of failure to meet the delivery dates, DKSH shall be entitled to terminate the Agreement with immediate effect without prejudice to any other rights to claim damages and other costs and expenses.
3. Each of the Products supplied to DKSH under this Agreement shall comply with specifications required, free from fault or defect and is in compliance with all applicable laws of the Territory.
4. The parties agree that defective Products shall be replaced or refunded by the SELLER at SELLER’s expenses.
5. All invoices from SELLER to DKSH shall be denominated in Thai Baht and paid by the date indicated on the respective invoice and/or in compliance with DKSH’s policy.
6. During the term of this Agreement and also within two (2) years after the expiration or termination of Agreement, either Party agrees to keep information confidential received from the other Party (and use the confidential information of the other Party solely in connection with the implementation of its obligations hereunder and not for its own or the benefit of any third party or parties.
7. Product liability (that is liability for damage caused by a defect in a Product) shall be borne by SELLER. SELLER shall indemnify and hold DKSH and its representatives harmless against any and all claims, losses, liabilities, damages, expenses, including reasonable court costs and lawyers’ fees (“Loss”) which DKSH may, at any time, sustain, incur or suffer, by reason of a third party claim or investigation, in relation to a defect in the Products, including but not limited to injury, damage or loss caused by the Products to the animals, end users, properties, environment etc., whether or not by any breach of its warranties or obligations or other cause.
8. Notwithstanding any provision or agreement to the contrary, neither Party shall be made liable or responsible to the other Party under this Agreement for any punitive, exemplary, indirect, consequential or incidental damages, whether foreseeable or unforeseeable and whether based upon lost goodwill, lost profit, income or revenue incurred by a such Party, regardless of whether such claim arises under or results from contract, tort or strict liability.
9. This Agreement shall be governed by and construed and enforced in accordance with the laws of Thailand.
In witness whereof, the Parties have duly executed this Agreement on the date first mentioned above in duplicate in the presence of the witnesses hereof and each party retains one signed copy.
[ SELLER’s name ] DKSH (THAILAND) LIMITED
By: _________________________ By:_______________________________
( ) ( )
Director Director
By: _________________________ By:_______________________________
( ) ( )
Director Director
Witness: __________________ Witness: __________________________
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Annex
List of Products