Completion Year

  • 2010
  • 2011
  • 2012
  • 2013
  • 2015
  • 2018

Project Type

  • Commercial
  • Luxury Condominium
  • Luxury Retail
  • Private Residence

Country

  • Cambodia
  • China
  • Thailand

MBM METALWORKS HONG KONG LIMITED

Terms and Conditions of Purchase of Goods or Services

GENERAL TERMS AND CONDITIONS 

DEFINITIONS
In these terms and conditions:
“Goods” means the goods described in the Purchase Order;
Loss” means any loss, liability, costs (including legal costs) or expenses incurred by MBM Metalworks relating to any Contract;
MBM Metalworks” means MBM Metalworks Hong Kong Limited, a company incorporated in Hong Kong;
Purchase Order” means the purchase order form completed and issued by MBM Metalworks to which these terms and conditions apply;
Representative of a party” means that partys director, or authorised officer, employee or agent;
Services” means the services described in the Purchase Order;
Specifications” means any technical or other specification relating to the Goods or Services referred to in the Purchase Order and details of which have been supplied by MBM Metalworks or its Representative to the Supplier; and
Supplier” means the person who sells the Goods or provides the Services to MBM Metalworks as identified in the accepted Purchase Order.

THE CONTRACT
The Contract between MBM Metalworks and the Supplier for the purchase of the Goods or Services by MBM Metalworks from the Supplier is constituted solely by:

  1. these terms and conditions;
  2. any other terms and conditions (including Specifications) incorporated by reference in the Purchase Order as long as the Supplier has specified those terms and conditions;
  3. any other terms and conditions which are imposed by law and which cannot be excluded; and
  4. any agreed written variation.
  5. These terms and conditions shall apply to all Contracts for the purchase of Goods or Services by MBM Metalworks from the Supplier to the exclusion of any terms and conditions or any other materials which the Supplier may purport to apply or which are endorsed upon any correspondence or documents issued by the Supplier irrespective of their date of communication to MBM Metalworks. The Supplier may not rely on any representations by MBM Metalworks that are not included in the Contract.
  6. On the earlier of acceptance of a Purchase Order, or the commencement of any part of the supply of the Goods or performance of Services under a Purchase Order, the Seller is deemed to have read and agreed to the these terms and conditions and the terms stated on the face of the Purchase Order, and to have agreed to the Contract between the Purchaser and the Supplier comprised thereby, to the exclusion of any of the Suppliers own terms and conditions or any conditions implied by any trade association or professional body of which the Seller is a member (all of which are expressly excluded).
  7. MBM Metalworks may direct variations to the supply of the Goods or performance of any Services, including commencement, duration or scheduling by variation order. The Supplier agrees to supply the Goods or to perform the Services as varied by the variation order. The Supplier will not be paid or reimbursed for varied Goods or Services carried out without an approved variation order.

PRICE

  1. In consideration of the supply of the Goods and the performance of Services in accordance with the Contract, MBM Metalworks will pay the Supplier the price specified on the Purchase Order. Such price is inclusive of all costs of production and supply to the point of delivery and performance by the Supplier of all obligations under the Contract.
  2. Unless stated on the Purchase Order, the price is inclusive of all fees, levies, tax and duties, remains fixed and firm for the duration of the Contract, and is not subject to any foreign exchange variations or changes in law or taxes.
  3. Unless otherwise stated or agreed in writing, the Supplier is responsible for freight and delivery to the destination as specified in the Purchase Order.

PAYMENT

  1. Payment for Goods or Services supplied by the Supplier to MBM Metalworks will be tendered 60 days from the end of the month upon receipt by MBM Metalworks of a correctly rendered invoice or acceptance of the Goods or Services by MBM Metalworks, whichever is the later.
  2. In addition to any other information specified in the Purchase Order or elsewhere in these terms and conditions, invoices must contain the following information:MBM Metalworks Purchase Order Number, Item Number, Description of Goods or Services, Sizes, Quantities, Weight, Unit Prices, GST Payable and Extended Totals. MBM Metalworks will accept no liability whatsoever for invoices which do not bear such information.

DELIVERY AND PERFORMANCE DATE

  1. The Goods must be received and\/or Services performed on the dates and at the destination specified in the Purchase Order. Time is of the essence. If the Supplier fails to meet any such performance date, MBM Metalworks may, without limiting its other rights and remedies, cancel all or part of the Purchase Order. If MBM Metalworks has paid a deposit, it is entitled to be refunded in full to MBM Metalworks.
  2. The Supplier must ensure that the Goods are packaged properly and labelled in accordance with both the requirements of the Purchase Order and all applicable laws relating to the packaging and labelling of the Goods at their place of manufacture and place of delivery. At delivery, the Supplier must provide MBM Metalworks Representative with a delivery docket or packing slip (or other similar shipping documentation) and obtain the signature of MBM Metalworks Representative as confirmation of delivery.

TITLE AND QUALITY OF GOODS

  1. Property in the Goods passes to MBM Metalworks on delivery.
  2. The Supplier bears all risk of loss and damage to the Goods until final acceptance by MBM Metalworks in accordance with Clause 6.3.
  3. Notwithstanding any prior inspections, usage and payments, all Goods shall be subject to:
    1. final inspection which may include measurement, testing or examination; and 
    2. acceptance at MBM Metalworks facility within a reasonable time after receipt of the Goods. Payment for the Goods or the signing of the delivery documents before inspection does not constitute acceptance of the Goods.
    3. MBM Metalworks are not to be deemed to have accepted any Goods until it has had a reasonable time to inspect such Goods after delivery and MBM Metalworks may, within a reasonable time of their delivery, reject any Goods which do not comply strictly with the Contract. MBM Metalworks will only pay for the quantity of Goods accepted by MBM Metalworks. Any Goods which are rejected by MBM Metalworks will be available for collection by the Supplier at the place of rejection or returned by MBM Metalworks to the Supplier at the Suppliers risk and expense. As an alternative to such rejection and return, MBM Metalworks may, in its sole discretion, require replacement, repair or correction of defects in Goods or separate supply of incomplete, omitted, lost or damaged Goods otherwise not conforming with the Contract and the Supplier shall immediately be responsible for supplying the same at its own costs and expense (and subject to MBM Metalworks acceptance). Title and risk in the rejected Goods immediately re-vests in the Supplier. The Supplier is liable for all Loss incurred by MBM Metalworks due to the rejection of the Goods. The Supplier must, at its cost, remove from the rejected Goods any of MBM Metalworks intellectual property or any other distinguishing features such as name or symbols.
    4. If MBM Metalworks accepts any Goods, this does not waive or extinguish any of MBM Metalworks rights if the Goods do not comply with a term of the Contract.
    5. The Supplier warrants that the Goods: 
      1. are safe;
      2. are free from encumbrances, defect or fault;
      3. are of merchantable quality;
      4. include appropriate and correct warning and instructions;
      5. are fit for the purpose for which purchased (as communicated by MBM Metalworks before the Purchase Order or as should be reasonably understood by the Supplier of the Goods who is experienced in such technical and specific matters relating to the Goods and the purpose they are intended for);
      6. comply with any representations, descriptions, samples or other specifications (including the Specifications) including quality, function, performance or design; and
      7. include any applicable Suppliers warranty that passes to any ultimate customer from MBM Metalworks without liability to MBM Metalworks.
      8. The Supplier shall indemnify MBM Metalworks against any Loss incurred by MBM Metalworks concerning a breach of warranty, representation or term of the Contract.

SUPPLY OF SERVICES

The Supplier warrants that the Services:

  1. comply with any relevant laws, applicable standards and any other standard specified in the Purchase Order;
  2. will be carried out with due care, skill and diligence in accordance with the Contract and in accordance with generally recognised standards of good professional practice applicable to the Services, by representatives who are skilled, competent, experienced and properly qualified in their respective trades or professions;
  3. include any applicable Suppliers warranty that passes to any ultimate customer from MBM Metalworks without liability to MBM Metalworks.
  4. The Supplier shall indemnify MBM Metalworks against any Loss incurred by MBM Metalworks concerning a breach of warranty, representation or term of the Contract.
  5. The Seller must perform the Services at the address nominated in the Purchase Order by the specified dates for commencement and completion of such Services. Any date for commencement and completion of the Services is of the essence and if the Supplier does not complete the Services by the due date, MBM Metalworks may terminate the Contract without liability or payment.
  6. MBM Metalworks will not be deemed to have accepted any Services until it has had a reasonable time to inspect and test the results of any Services after performance. Payment of any deposit, or staged payment for any Services does not constitute acceptance of the Services.
  7. The title to the product of any Services passes to MBM Metalworks upon any payment for the Services.

INTELLECTUAL PROPERTY AND PROPERTY RIGHTS

  1. No rights or ownership to MBM Metalworks intellectual property is assigned or licensed by the Contract. The Seller grants to MBM Metalworks, without additional compensation, a non-exclusive, irrevocable, unrestricted, perpetual, worldwide, royalty free licence to MBM Metalworks to use the Goods and Services, and warrants that MBM Metalworks use of the Goods and Services will not infringe any rights in any intellectual property owned by the Supplier or any third party.
  2. Upon its creation, all intellectual property produced as part of the Services or the supply of Goods is assigned to, and will be owned by, MBM Metalworks. The Seller agrees to deliver such intellectual property with the Goods or Services or otherwise upon MBM Metalworks written demand.
  3. The Supplier may sell Goods containing MBM Metalworks intellectual property only to MBM Metalworks or as permitted by MBM Metalworks.
  4. All drawings, Specifications, artwork, data, material, supplies, equipment, tooling, dies, moulds, fixtures and patterns furnished or paid for by MBM Metalworks, shall be MBM Metalworks exclusive property, and shall be used by the Supplier only in performance of Contracts with MBM Metalworks. Such property, whilst in the Suppliers custody and control, shall be held at the Suppliers sole risk and, upon MBM Metalworks request, shall be returned to MBM Metalworks in good condition, normal wear and tear accepted.

CONFIDENTIALITY

The Supplier agrees to keep confidential all of MBM Metalworks information concerning or arising from the performance of Contracts with MBM Metalworks (Information). This clause does not apply to Information which is lawfully obtained from a third party, is public knowledge, is already known or is otherwise independently developed by Representatives of the Supplier who have not been exposed to the Information.

WORK ON MBM METALWORKS’S PREMISES

If any Services are to be performed on MBM Metalworks premises, the Supplier must comply with all applicable environment, occupational health and safety laws and MBM Metalworks then current safety and other applicable policies. The Supplier shall provide MBM Metalworks with a complete list of all chemicals, hazardous materials, and ingredients in the composition of goods used in the performance of the Services and a copy of the material safety data sheet for such chemicals and hazardous materials. The submission of such list by the Supplier shall not relieve the Supplier of exclusive responsibility for the safe transportation, use, storage and disposal of such materials prior to acceptance by MBM Metalworks. All chemicals and hazardous materials brought by the Supplier to MBM Metalworks premises shall bear a label stating the identity of the chemical or material and the hazards associated therewith.

INDEMNITY AND RELEASE

The Supplier shall, and undertakes to defend, indemnity and hold MBM Metalworks, its affiliated companies, and their Representatives, successors, and assigns harmless from and against any and all claims, suits, actions, liabilities, loss, judgements or damages, whether ordinary, special or consequential arising directly or indirectly from or in connection with:

  1. the acts, negligence, omissions or wilful misconduct of the Supplier;
  2. the Goods or Services supplied;
  3. a breach of any of the Suppliers warranties or any other term of the Contract;
  4. the Suppliers negligent, unauthorised or wrongful acts or omissions with regards to the use of installations of hazardous materials;
  5. a claim that any Goods or Services supplied to MBM Metalworks infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of a third party;
  6. a claim of any lien, security interest of other encumbrance made by a third party;
  7. claims by any person in respect of personal injury, illness or death for loss of or damage to any property;
  8. claims by any governmental authorities for breaches of any loss;
  9. liability for taxes, duties, fines or penalties arising from the supply of Goods or Services, wheresoever arising.

TERMINATION

  1. MBM Metalworks may, at any time, terminate a Contract, in whole or in part, without cause, upon written notice to the Supplier. Following upon any such termination the Supplier shall, to the extent specified by MBM Metalworks, stop all work on the Purchase Order, and cause its suppliers and sub-contractors to stop work. Charges for any such termination of the Contract will be limited to actual non-recoverable costs incurred by the Supplier which the Supplier can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unperformed Services.
  2. The Purchase may terminate a Contract, in whole or in part, if the Supplier:
    1. fails to make delivery of the Goods or perform the Services within the time specified in the Purchase Order;
    2. fails to replace defective Goods or Services in accordance with these terms and conditions;
    3. fails to perform any other term specified in the Contract; or
    4. becomes insolvent, files or has filed against petition in bankruptcy, or makes an assignment for the benefit or creditors.

MISCELLANEOUS

  1. The Seller agrees not to sub-contract any substantial part of the supply of the Goods or Services without prior written approval from MBM Metalworks. The Seller will be liable to MBM Metalworks for the acts and omissions of any sub-contractors. The Seller must not assign, transfer or novate all or any part of its rights or obligations under or relating to this Contract to any other party. MBM Metalworks may at any time and in its absolute discretion, without the prior approval to the Seller, assign, novate, mortgage, charge or encumber a Contract or any right, obligation, benefit, monies or interest under it.
  2. The Seller must maintain all insurance policies that a reasonably prudent Seller would maintain, including public liability insurance, product liability insurance where the Seller is a manufacturer or supplier of the Goods, and professional indemnity insurance where the Seller is a provider of professional services.
  3. The Seller will insure all Goods for their full value plus any freight and insurance until risk in the Goods passes to MBM Metalworks.
  4. The Seller must provide to MBM Metalworks upon request evidence of insurance policies held by the Seller.
  5. The Supplier is an independent contractor of MBM Metalworks. Nothing in these terms and conditions constitute any other type of relationship between the parties.
  6. Failing to insist on strict performance on any terms and conditions of the Contract is not a waiver of any later breach or default.
  7. Each provision of each Contract is severable. Severance does not affect any other provision.
  8. These conditions, all Purchase Orders, and all Contracts are governed by the laws of the Hong Kong Special Administrative Region of the Peoples Republic of China (Hong Kong). Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Hong Kong.

 

MBM METALWORKS LIMITED

Terms and Conditions of Purchase of Goods or Services

GENERAL TERMS AND CONDITIONS

 

DEFINITIONS

 

In these terms and conditions:

“Goods” means the goods described in the Purchase Order;

“Loss” means any loss, liability, costs (including legal costs) or expenses incurred by MBM relating to any Contract;

“MBM” means MBM Metalworks Limited, a company incorporated in the Kingdom of Thailand;

“Purchase Order” means the purchase order form completed and issued by MBM to which these terms and conditions apply;

“Representative” of a party means that partyss director, or authorised officer, employee or agent;

“Services” means the services described in the Purchase Order;

“Specifications” means any technical or other specification relating to the Goods or Services referred to in the Purchase Order and details of which have been supplied byMBM or its Representative to the Supplier; and

“Supplier” means the person who sells the Goods or provides the Services to MBM as identified in the accepted Purchase Order.

 

THE CONTRACT

 

The Contract between MBM and the Supplier for the purchase of the Goods or Services byMBM from the Supplier is constituted solely by:

  1. these terms and conditions;
  2. any other terms and conditions (including Specifications) incorporated by reference in the Purchase Order as long as the Supplier has specified those terms and conditions;
  3. any other terms and conditions which are imposed by law and which cannot be excluded; and
  4. any agreed written variation.
  5. These terms and conditions shall apply to all Contracts for the purchase of Goods or Services by MBM from the Supplier to the exclusion of any terms and conditions or any other materials which the Supplier may purport to apply or which are endorsed upon any correspondence or documents issued by the Supplier irrespective of their date of communication to MBM. The Supplier may not rely on any representations by MBM that are not included in the Contract.
  6. On the earlier of acceptance of a Purchase Order, or the commencement of any part of the supply of the Goods or performance of Services under a Purchase Order, the Supplier is deemed to have read and agreed to the these terms and conditions and the terms stated on the face of the Purchase Order, and to have agreed to the Contract betweenMBM and the Supplier comprised thereby, to the exclusion of any of the Suppliers own terms and conditions or any conditions implied by any trade association or professional body of which the Seller is a member (all of which are expressly excluded).
  7. MBM may direct variations to the supply of the Goods or performance of any Services, including commencement, duration or scheduling by variation order. The Supplier agrees to supply the Goods or to perform the Services as varied by the variation order. The Supplier will not be paid or reimbursed for varied Goods or Services carried out without an approved variation order.

 

PRICE

 

  1. In consideration of the supply of the Goods and the performance of Services in accordance with the Contract,MBM will pay the Supplier the price specified on the Purchase Order. Such price is inclusive of all costs of production and supply to the point of delivery and performance by the Supplier of all obligations under the Contract.
  2. Unless otherwise stated on the Purchase Order, the price is inclusive of all fees, levies, all taxes and duties, remains fixed and firm for the duration of the Contract, and is not subject to any foreign exchange variations or changes in law or taxes and duties.
  3. Unless otherwise stated or agreed in writing, the Supplier is responsible for freight and delivery to the destination as specified in the Purchase Order.
  4. The Supplier warrants that the prices for the Goods and Services sold by the Supplier hereunder are not less favourable than those currently extended to any other customer for the same articles in similar qualities. In the event that the price for such article reduces during the term of the Purchase Order, the Supplier agrees to adjust the prices hereof correspondingly. In no event shall the Supplier increase the price withoutMBM express written consent. The Supplier warrants that prices shown in the Purchase Order shall be complete, and no that additional charges shall be made by the Supplier including but not limited to shipping, packaging, labelling, customs duties, taxes, storage, insurance, boxing, crating.

 

PAYMENT

 

  1. Subject to Clauses 6.3 and 7.4, payment for Goods or Services supplied by the Supplier to MBM will be tendered 60 days from the end of the month in which MBM receives a correctly rendered invoice or accepts the Goods or Services, whichever is the later.
  2. In addition to any other information specified in the Purchase Order or elsewhere in these terms and conditions, invoices must contain the following information:
    1. MBM Purchase Order Number, Item Number, Description of Goods or Services, Sizes, Quantities, Weight, Unit Prices, GST Payable and Extended Totals.MBM will accept no liability whatsoever for invoices which do not bear such information.

 

DELIVERY AND PERFORMANCE DATE

 

  1. The Goods must be received and\/or Services performed on the dates and at the destination specified in the Purchase Order. Time is of the essence. If the Supplier fails to meet any such performance date, MBM may, without limiting its other rights and remedies, cancel all or part of the Purchase Order. If MBM has paid a deposit, it is entitled to be refunded in full to MBM within 15 days from the date of cancellation.
  2. The Supplier must ensure that the Goods are packaged properly and labelled in accordance with both the requirements of the Purchase Order and all applicable laws relating to the packaging and labelling of the Goods at their place of manufacture and place of delivery. At delivery, the Supplier must provide MBM Representative with a delivery docket or packing slip (or other similar shipping documentation) and obtain the signature of MBM Representative as confirmation of delivery.

 

TITLE AND QUALITY OF GOODS

 

  1. Property in the Goods passes to MBM on delivery.
  2. The Supplier bears all risk of loss and damage to the Goods until final acceptance by MBM in accordance with Clause 6.3.Notwithstanding any prior inspections, usage and payments, all Goods shall be subject to:final inspection which may include measurement, testing or examination; and acceptance at MBM facility within a reasonable time after receipt of the Goods. Payment for the Goods or the signing of the delivery documents before inspection does not constitute acceptance of the Goods.
  3. MBM are not to be deemed to have accepted any Goods until it has had a reasonable time to inspect such Goods after delivery and MBM may, within a reasonable time of their delivery, reject any Goods which do not comply strictly with the Contract. MBM will only pay for the quantity of Goods accepted by MBM. Any Goods which are rejected by MBM will be available for collection by the Supplier at the place of rejection or returned by MBM to the Supplier at the Suppliers risk and expense. As an alternative to such rejection and return, MBM may, in its sole discretion, require replacement, repair or correction of defects in Goods or separate supply of incomplete, omitted, lost or damaged Goods otherwise not conforming with the Contract and the Supplier shall immediately be responsible for supplying the same at its own costs and expense (and subject toMBM acceptance). Title and risk in the rejected Goods immediately re-vests in the Supplier. The Supplier is liable for all Loss incurred by MBM due to the rejection of the Goods. The Supplier must, at its cost, remove from the rejected Goods any of MBM intellectual property or any other distinguishing features such as name or symbols.
  4. If MBM accepts any Goods, this does not waive or extinguish any ofMBM rights if the Goods do not comply with a term of the Contract. Inspection, acceptance or use of the Goods or Services furnished thereunder shall not affect the Suppliers obligation under this warranty.
  5. The Supplier warrants that the Goods:
  1. are safe;
  2. are free from encumbrances, defect or fault;
  3. are of merchantable quality;
  4. include appropriate and correct warning and instructions;
  5. are fit for the purpose for which purchased (as communicated byMBM before the Purchase Order or as should be reasonably understood by the Supplier of the Goods who is experienced in such technical and specific matters relating to the Goods and the purpose they are intended for);
  6. comply with any representations, descriptions, samples or other specifications (including the Specifications) including quality, function, performance or design; and
  7. include any applicable Suppliers warranty that passes to any ultimate customer from MBM without liability toMBM.
  8. The Supplier shall indemnify MBM against any Loss incurred by MBM concerning a breach of warranty, representation or term of the Contract.

 

SUPPLY OF SERVICES

 

  1. The Supplier warrants that the Services:
  1. comply with any relevant laws, applicable standards and any other standard specified in the Purchase Order;
  2. will be carried out with due care, skill and diligence in accordance with the Contract and in accordance with generally recognised standards of good professional practice applicable to the Services, by representatives who are skilled, competent, experienced and properly qualified in their respective trades or professions;
  3. include any applicable Suppliers warranty that passes to any ultimate customer from MBM without liability to MBM.
  4. The Supplier shall indemnifyMBM against any Loss incurred byMBM concerning a breach of warranty, representation or term of the Contract.
  5. The Supplier must perform the Services at the address nominated in the Purchase Order by the specified dates for commencement and completion of such Services. Any date for commencement and completion of the Services is of the essence and if the Supplier does not complete the Services by the due date,MBM may terminate the Contract without liability or payment.
  6. MBM will not be deemed to have accepted any Services until it has had a reasonable time to inspect and test the results of any Services after performance. Payment of any deposit, or staged payment for any Services does not constitute acceptance of the Services.
  7. The title to the product of any Services passes toMBM upon any payment for the Services.

 

INTELLECTUAL PROPERTY AND PROPERTY RIGHTS

 

  1. No rights or ownership to MBM intellectual property is assigned or licensed by the Contract. The Supplier grants toMBM, without additional compensation, a non-exclusive, irrevocable, unrestricted, perpetual, worldwide, royalty free licence toMBM to use the Goods and Services, and warrants thatMBM use of the Goods and Services will not infringe any rights in any intellectual property owned by the Supplier or any third party.
  2. Upon its creation, all intellectual property produced as part of the Services or the supply of Goods is assigned to, and will be owned by, MBM. The Supplier agrees to deliver such intellectual property with the Goods or Services or otherwise uponMBM written demand.
  3. The Supplier may sell Goods containing MBM intellectual property only to MBM or as permitted in writing by MBM.
  4. All drawings, Specifications, artwork, data, material, supplies, equipment, tooling, dies, moulds, fixtures and patterns furnished or paid for by MBM, shall beMBM exclusive property, and shall be used by the Supplier only in performance of Contracts with MBM. Such property, whilst in the Suppliers custody and control, shall be held at the Suppliers sole risk and, uponMBM request, shall be returned to MBM in good condition, normal wear and tear accepted.

 

CONFIDENTIALITY

 

The Supplier agrees to keep confidential all of MBM information concerning or arising from the performance of Contracts withMBM (Information). This clause does not apply to Information which is lawfully obtained from a third party, is public knowledge, is already known or is otherwise independently developed by Representatives of the Supplier who have not been exposed to the Information.

 

WORK ON MBM’S PREMISES

 

If any Services are to be performed onMBM premises, the Supplier must strictly comply with all applicable environment, occupational health and safety laws and MBM then current safety and other applicable policies. The Supplier shall provideMBM with a complete list of all chemicals, hazardous materials, and ingredients in the composition of goods used in the performance of the Services and a copy of the material safety data sheet for such chemicals and hazardous materials. The submission of such list by the Supplier shall not relieve the Supplier of exclusive responsibility for the safe transportation, use, storage and disposal of such materials prior to acceptance byMBM. All chemicals and hazardous materials brought by the Supplier to MBM premises shall bear a label stating the identity of the chemical or material and the hazards associated therewith.

 

INDEMNITY AND RELEASE

The Supplier shall, and undertakes to defend, indemnity and holdMBM, its affiliated companies, and their Representatives, successors, and assigns harmless from and against any and all claims, suits, actions, liabilities, loss, judgements or damages, whether ordinary, special or consequential arising directly or indirectly from or in connection with:

  1. the acts, negligence, omissions or wilful misconduct of the Supplier;
  2. the Goods or Services supplied;
  3. a breach of any of the Suppliers warranties or any other term of the Contract;
  4. the Suppliers negligent, unauthorised or wrongful acts or omissions with regards to the use of installations of hazardous materials;
  5. a claim that any Goods or Services supplied toMBM infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of a third party;
  6. a claim of any lien, security interest of other encumbrance made by a third party;
  7. claims by any person in respect of personal injury, illness or death for loss of or damage to any property;
  8. claims by any governmental authorities for breaches of any loss;
  9. liability for taxes, duties, fines or penalties arising from the supply of Goods or Services, wheresoever arising.

 

TERMINATION

 

  1. MBM may, at any time, terminate a Contract and\/or a Purchase Order, in whole or in part, without cause, upon written notice to the Supplier. Following upon any such termination the Supplier shall, to the extent specified byMBM, stop all work on the Purchase Order, and cause its suppliers and sub-contractors to stop work. Charges for any such termination of the Contract will be limited to actual non-recoverable costs incurred by the Supplier which the Supplier can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unperformed Services.
  2. MBM may terminate a Contract, in whole or in part, if the Supplier:
  1. fails to make delivery of the Goods or perform the Services within the time specified in the Purchase Order;
  2. fails to replace defective Goods or Services in accordance with these terms and conditions;
  3. fails to perform any other term specified in the Contract; or
  4. becomes insolvent, files or has filed against petition in bankruptcy, or makes an assignment for the benefit or creditors.

 

MISCELLANEOUS

  1. The Supplier agrees not to sub-contract any substantial part of the supply of the Goods or Services without prior written approval fromMBM. The Supplier will be liable to MBM for the acts and omissions of any sub-contractors. The Supplier must not assign, transfer or novate all or any part of its rights or obligations under or relating to this Contract to any other party MBM may at any time and in its absolute discretion, without the prior approval to the Supplier, assign, novate, mortgage, charge or encumber a Contract or any right, obligation, benefit, monies or interest under it.
  2. The Supplier must maintain all insurance policies that a reasonably prudent Supplier would maintain, including public liability insurance, product liability insurance where the Supplier is a manufacturer or supplier of the Goods, and professional indemnity insurance where the Supplier is a provider of professional services.
  3. The Supplier will insure all Goods for their full value plus any freight and insurance until risk in the Goods passes toMBM.
  4. The Supplier must provide toMBM upon request evidence of insurance policies held by the Supplier.
  5. The Supplier is an independent contractor ofMBM. Nothing in these terms and conditions constitute any other type of relationship between the parties. The Suppliers employees, servants, agents and subcontractors shall not be considered employees ofMBM.
  6. Failing to insist on strict performance on any terms and conditions of the Contract is not a waiver of any later breach or default.
  7. Each provision of each Contract is severable. Severance does not affect any other provision.
  8. These conditions, all Purchase Orders, and all Contracts are governed by the laws of Thailand (Thailand). Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Thailand.
  9. All claims for money or payment under this Purchase Order or any other purchase order by the Supplier to MBM shall be subject to deduction or set off by MBM by reason of any counterclaim arising out of this or any other transaction with the Supplier.
  10. Neither Party shall be responsible for any inability to comply with the provision of the Purchase Order due to causes beyond its reasonable control and without the fault and negligence of such party. This Clause shall include but not be restricted to acts of God, fire, flood, earthquake, explosion, war, acts of person engaged in subversive activity, sabotage, acts of government or state or political subdivision or regulatory agency thereof or court having jurisdiction over either party. The party whose performance is affected by such a cause shall promptly notify the other party of such impossibility or performance and take reasonable steps to remedy it as soon as possible. If such non-performance continues in effect for more than thirty (30) days, the parties shall enter into good faith discussions with a view to alleviating the effects of the event of force majeure or to agreeing upon alternative arrangements as may be fair and reasonable to both parties. MBM additionally may delay delivery or acceptance occasioned by causes beyond its control. The Supplier shall hold such goods at the direction ofMBM, and shall deliver them when the cause affecting the delay has been removed.