Terms and Conditions of Sale
These terms and conditions comprise the general terms and conditions under which AMET Co., Ltd will supply test and measuring instruments and its associated warranty services.
In these terms and conditions:
“Control” means, in respect of an entity, the ability (whether it is legally enforceable or not) to control, whether directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, the composition of the board of directors (or other governing body) of that entity, the voting rights of the majority of voting securities of the entity, or the management of the affairs of that entity.
“Buyer” means the legal or natural person who has raised a purchase order or has otherwise requested the supply of goods from us.
“AMET” means the AMET group legal entity which has accepted Buyer’s purchase order or has otherwise agreed to deliver goods to Buyer.
THESE TERMS CONTROL
These terms and conditions shall govern the supply of goods and related warranty services, unless there is an agreement in writing for other terms and conditions to apply to such supply. Terms or provisions of Buyer’s order that are inconsistent with or in addition to these terms and conditions shall not be binding unless accepted in writing by us. AMET’s failure to object to any provision contained in a communication from Buyer shall not be a waiver of these terms and conditions. If any of these terms or conditions are declared by an arbitrator, or court or other body having jurisdiction, to be invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect.
ORDERS
An order shall become binding on AMET only upon its confirmation by AMET by way of issuing a written order acknowledgement.
DELIVERY
The delivery term(s) agreed between Buyer and AMET for the provision of AMET’s goods shall appear on AMET’s confirmation of order. Unless otherwise indicated therein, the 2020 edition of the Incoterms issued by the International Chamber of Commerce apply to the delivery term(s) mentioned therein. The risk of loss or damage to the goods shall pass to the Buyer at the place where delivery takes place, in accordance with the agreed delivery term(s). AMET shall retain title to all goods delivered to the Buyer until AMET has received payment in full of the purchase price of the goods.
The dates indicated for dispatch to Buyer by AMET are estimated and not binding; they have to be calculated from the date of AMET’s written confirmation of the order or, where a letter of credit has been asked for, from the date of the advising bank’s advice to AMET that it has been opened in conformity with AMET’s requirements. AMET reserves the right to dispatch the goods in consignments as and when they are ready for dispatch.
COMPLAINTS AND RETURNS
Any complaints of erroneously delivered goods and/or goods apparently damaged when delivered shall be made in writing within fourteen days after receipt of the goods by the Buyer and if return of the goods is agreed upon they shall be forwarded in accordance with AMET’s instructions and preceded by an advice note, giving the reason for return and the date and number of AMET’s invoice. All goods returned must be consigned insurance and carriage prepaid and packed in their original packing.
PAYMENT
The payment term agreed between Buyer and AMET for the provision of AMET’s goods shall appear on AMET’s confirmation of order and in the invoice and is subject to the following conditions:
(a) Prepayment. Payment must include estimated shipping and transportation charges shown in the quotation. Overpayment of such charges will be refunded.
(b) Open Account. Payment shall be made within the period indicated on the confirmation of order and in the invoice, which if nothing else is indicated therein, shall be counted from the date of issue of the invoice, for 100% of the invoiced amount.
INSTALLATION
Unless expressly agreed otherwise, the cost of installation of any goods supplied by AMET is not included in any quotation.
CANCELLATION
Orders may not be canceled or rescheduled without AMET’s written consent and are subject to cancellation or reschedule charges determined by AMET.
EXCUSABLE DELAYS
AMET shall not be liable for non-delivery or delay in performance when such delay is directly or indirectly caused by, or in any manner arises from, delay or failure to deliver by AMET’s suppliers, fires, floods, epidemics, pandemics, accidents, riots, war, governmental interference, export control sanctions or embargoes, strikes or shortage of labor, or other causes (whether or not similar to those specified) beyond its control or which would require AMET to incur unreasonable expense to avoid. Delivery shall be deemed suspended so long as such causes delay performance. AMET agrees to make, and Buyer will accept, deliveries at a reasonable time after remedy of such causes.
DESIGN CHANGES
AMET and its suppliers reserve the right to change product design or specifications at any time without notice.
WARRANTY
AMET warrants to the Buyer that each AMET hardware product will be free from defects in material and workmanship under normal use and service. The warranty period is controlled by the documents furnished with each product and begins on the date of shipment of the product by AMET. Spare parts are warranted for 90 days. This warranty does not apply to fuses, disposable batteries or to any product which, in AMET’s opinion, has been misused, altered, neglected or damaged by accident or abnormal conditions of operation or handling or has been repaired, maintained or otherwise serviced by anyone other than a AMET Service Centre.
AMET’s warranty obligation is limited, at AMET’s option, to refund of the purchase price paid by the Buyer to AMET, free of charge repair, or replacement of a defective product returned within the applicable warranty period.
To the maximum extent allowed by applicable law this warranty is Buyer’s sole and exclusive remedy and is in lieu of all other warranties, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose.
LIABILITY
To the maximum extent allowed by applicable law: (a) AMET shall not be liable for any indirect damages or losses, including loss of data, whether arising from breach of warranty or based on contract, tort (including negligence), reliance or any other theory of law; and (b) AMET’s liability for direct damages or losses, whether arising from breach of warranty or based on contract, tort (including negligence), reliance or any other theory of law shall be limited to the value of the goods delivered pursuant to the Buyer’s order.
ASSIGNMENT
No rights or obligations relating to an order are assignable without AMET’s prior written approval.
LEGAL CONSTRUCTION
These terms and conditions and the contract to which they apply shall be construed in accordance with the laws of Thailand, the country where AMET is incorporated.
Rev. 26 June 2024