General Sales Conditions

1. General

Orders are accepted subject to the following terms and conditions and the placing of an order with Sika (Thailand) Limited (here after called “the Company”) is to be deemed to be acceptance of such terms and conditions by the customer. No variation or modification of, or substitution for, such terms and conditions shall be binding unless expressly accepted by the Company in writing.

2. Quotations

Quotations do not constitute an offer by the Company to supply the goods or carry out the work referred to therein, and no order placed in response to a quotation will be binding unless accepted by the Company in writing. All such acceptances by the Company are subject to availability of the necessary materials and to the Company being able to obtain any necessary authorization and/or licenses and to the same remaining valid.

3. Prices and Terms of Payment

a) All prices given in quotations are provisional only until the order has been accepted by the Company in writing and being based upon the prices and costs of materials, labor, fuel, transport and overhead expenses current at the date of the quotation may be varied by the Company at any time either before or after acceptance of the order to correspond with any variation in such prices or costs which may occur at any time before delivery of the order to the customer is completed.

b) Unless otherwise stated in the Company’s acceptance of an order, prices quoted are strictly net. The payment quotation or price lists current at the time of the Company’s shall be made in full in 30 days from invoice date.

4. Title

Notwithstanding that risk in the goods shall pass to the customer as provided herein title to the goods shall remain with the Company until all moneys owing by the customer to the Company have been paid in full, whether such moneys are in respect of moneys payable under a specific contract or on any other account whatsoever and until such time the customer shall, if required by the Company, store the good in a manner which clearly indicates that the goods are owned by the Company and the customer shall in any event hold the goods as bailee thereof subject nevertheless to its right to deal with the goods in the ordinary course of its business on the basis that it is dealing with the goods as undisclosed agent of the Company and any moneys received as a result of such dealings shall be held by the customer for the benefit of the Company.

In the event that the customer does so deal with the goods but does not obtain payment therefor then the customer shall, at the Company’s request, assign to the Company any debt owing to the customer in relation to such dealing and the customer hereby irrevocably appoints the Company as its attorney with all powers permitted by law for the purpose of effecting any such assignment and to effect a recovery of any such debt in the name of the customer for the benefit of the Company. In the event that the customer fails to pay for the goods as provided herein the Company shall be entitled without prior notice to enter upon the customer’s premises at any time and retake possession of the goods. The provision of this clause shall apply notwithstanding any subsequent or other agreement between the parties under which the Company or a related body corporate gives the customer credit.

5. Warranty and Liability

a) The only conditions and warranties which are binding on the Company in respect of the state, quality or condition of the goods supplied by it to the customer are those imposed and required to be binding by statute and to the extent permitted thereby the liability, if any, of the Company arising from the breach of such conditions or warranties shall, at the Company’s option, be limited to and completely discharged by either the replacement or the repair by the Company of the goods supplied to the customer and otherwise all other conditions and warranties whether expressed or implied by law in respect of the state, quality or condition of the said goods which may apart from this clause be binding on the Company are hereby expressly excluded and negative.

b) Except to the extent provided immediately above the Company shall have no liability (including liability in negligence) to any person for any loss or damage consequential or otherwise howsoever suffered or incurred by any such person in relation to the goods and without limiting the generality thereof in particular any loss or damage consequential or otherwise howsoever suffered or incurred by any such person caused by or resulting directly or indirectly from any failure, breakdown, defect or deficiency of whatsoever nature or kind of or in the goods.

c) The sole specifications for the goods are those shown in the Company’s “Product Data Sheet” for the respective goods. Users must always refer to the most recent issue of the Product Data Sheet for the product concerned, copies of which will be supplied on request.

d) Company’s goods are only intended for users who have the necessary technical knowledge and skills. The user of the goods must test the good’s suitability for the intended application and purpose. Compliance by the user of the goods with the rules of construction technology and standard construction practice are essential.

e) Where the Company furnishes any technical advice, assistance, testing or reports with respect to (i) the selection or use of the goods or (ii) the storing, handling or usage of the goods (collectively, the “Technical Assistance”), such Technical Advice shall be given and accepted at customer’s sole risk, and the Company shall have no liability whatsoever for the use of, or results obtained from, the Technical Assistance.

f) The presence of Company employees at the site of the application of the goods or the carrying out of (invoiced) supervision orders by Company do not entitle the customer to any claims.

g) Any drawings, description, weights, or dimensions submitted by the Company are approximate only and intended merely as a general guide and the Company will not be liable for any error or omission therein or with regard thereto.

h) No representation in relation to SIKA products shall be binding on the Company unless in writing and signed by the general manager.

6. Patents and Designs

The Company shall not be liable in respect of any claim which may be made against the Company for infringement of letters patent or registered design which may arise as a result of the Company carrying out instructions given by the customer and the customer agrees to indemnify and keep indemnified the Company from and against all or any such claims and against all costs, damages and expenses incurred by or recovered against the Company in respect of any such claims.

7. Delivery

Terms and Conditions as in our current price list. The Company reserves the right to apply a delivery charge depending on quantity of goods and freight distance. Any delivery dates given by the Company are approximate only and no liability can be accepted for any loss, injury, damages or expenses consequent upon any delay in delivery from any cause whatsoever nor shall any such delay entitle the customer to cancel any order or to refuse to accept delivery at any time.

8. Schedule of deliveries

The Company will take all reasonable steps available to deliver the goods on the dates agreed but shall not be liable to the customer in any way if delivery is not made on such date.

9. Transportation

Where the price provides for absorption by the Company of portion of the freight charges or where the Company provides the transportation equipment the Company shall have the right to select the means of transportation.

10. Packing

All containers mentioned in the current price list are standard SIKA sizes, free of extra charge and non-returnable. Special packaging is charged extra.

11. Shortage, Damage or Loss in Transit

The Company will not be liable for shortage, loss or damage to goods or materials in transit in Thailand or elsewhere unless written notice is given to the Company in accordance with the terms and conditions of the insurance cover effected in respect of the particular consignment. Such notice must be given.

a) All shortages and damage must be reported to the Carriers and the Company in writing within three days of receipt of goods.

b) In the case of loss within 14 days of the scheduled arrival date or in such other manner as may be specified in the covering documents.

No claims for any deficiencies will be considered unless the above condition is adhered to.

12. Return of Goods

We regret that we cannot accept the return of goods supplied against orders, except by prior written agreement.

For these returns we reserve the right to deduct for restocking a surcharge at 10% of product value.

13. Resale

If the customer shall sell any of the goods which he purchases from the Company he must do so under the trade marks or trade names registered by the Company, and the customer must ensure that such goods are only sold subject to the terms and conditions as are herein contained unless otherwise expressly agreed in writing by the Company.

14. Force Majeure

Should the company be delayed in or prevented from making delivery owing to act of God, War, Civil disturbance, requisitioning, Government or Parliamentary restriction, prohibition or enactment of any kind, import or export restrictions, strikes, lockouts. Trade dispute, difficulty in obtaining workmen or materials, breakdown of machinery, fire, accident, or any other cause whatsoever beyond the Company’s control, the Company shall be at liberty to cancel or suspend the contract without incurring any liability for any loss or damage resulting therefrom.

15. Legal Construction

These terms and conditions shall be governed and interpreted according to the laws of Thailand.

16. Extent of Conditions

The foregoing terms and conditions supersede and prevail over all general or special terms or conditions imposed or sought to be imposed by the customer at any time in relation to any order.