Terms

TERMS & CONDITION

General Terms and Conditions for Designers Field’s Sale and Delivery of goods

April 2010

1. The agreement

These General Terms and Conditions for Designers Field’s Sale and Delivery of goods shall apply to all offers and agreements between Designers Field and the customer.

The scope of the agreement appears from Designers Fields written order confirmation and/or from a separate written agreement, if any, between the customer and Designers Field.

2. Parties to the agreement

The parties to this agreement on sale and delivery of goods are the customer and Designers Field Co., Ltd. The parties shall in every respect be responsible for compliance with the terms.

The customer shall be liable for payment for the goods delivered under the agreement.

The agreement shall take effect EITHER once an offer is accepted by the customer and confirmed by Designers Field in writing, OR if an order placed by the customer is confirmed in writing by Designers Field or a start has been made on carrying out the order.

3. Prices and payment

Wholesale price:

Minimum order quantity is USD 2000. Payment: 100% prepayment.

Ex.works.

Export Price:

Minimum order quantity is USD 5000. Payment: T/T 50% deposit and 50% balance payment.

FOB (Origin)

Trial- and sample orders will be charged 2 x list prices.

All prices are exclusive of VAT/TVA and other government duties, as well as any costs incurred in the context of the agreement, such as administrative, transport and COD charges.

All prices shall be stated in USD or as otherwise agreed between the Parties. If an additional discount is agreed for the purchase of a certain quantity or range in an order, Designers Field is not obliged to apply the additional discount if fewer or different goods than those agreed are ordered.

Overdue payment shall entitle Designers Field to charge default interest from the due date until actual payment is effected. Furthermore, Designers Field shall have the right to levy charges for the forwarding of reminders.

The customer shall not be entitled to set off any counterclaims which have not been acknowledged in writing by Designers Field and shall not be entitled to withhold any parts of the payment due to counterclaims of any kind. Even if the customer is of the view that the quality of the delivered goods is not in accordance with what he purchased, this does not release him from the obligation to pay.

If fewer goods are delivered, or received in good condition, than invoiced, and the customer objects in good time, the customer remains liable for the amount invoiced in respect of the goods received in undamaged condition.

BANK DETAILS

Bank Name:

Siam Commercial Bank

Bank Address:

Siam Paragon Branch

Swift code:

SICOTHBK

Account Holder:

Designers Field Co, Ltd

Account Number:

218-219232-7

Address of account holder:

11/26 Moo 11 Kalaprapruk Rd, Bangkuntien, Jomthong, 10150 Bangkok, Thailand

4. Delivery / Transport damage

Delivery shall be FOB Bangkok, Thailand. Lamps are FOB YANTIAN, China or Ex. Works.

If the customer refuses to make the purchase or fails to provide the information or instructions to enable delivery, then Designers Field is entitled to store the goods at the expense and risk of the customer.

Notification of a delivery date is always indicative and not a deadline. If the delivery date is exceeded, the customer is still obliged to purchase the goods unless before delivery the customer serves Designers Field with a notice of default, provides Designers Field with a further reasonable period in which to deliver, and this period also expires.

Designers Field is entitled to supply the goods in installments and to invoice separately for each installment. Goods are delivered on stock available basis or new products are produced.

When the goods are delivered, the customer shall check the condition of the packaging and, if this has any defects, show these on a diagram on the delivery note. If there is any serious defect to the packaging, the customer shall, in the presence of the driver, open the packaging to check the goods for damage. The customer shall notify Designers Field immediately of this and e-mail it a photo of the condition in which the goods and packaging have been delivered.

If it is discovered that the goods are damaged as a result of the faulty packaging, the customer shall reject the goods and hand them back to the driver. The customer shall immediately notify Designers Field of this by fax or e-mail.

5. Cancellation

Unless notified otherwise, an order can be cancelled or changed for up to five working days following the date the order was made. In other cases an order cannot be cancelled without the express consent of Designers Field. If Designers Field should agree to the whole or partial cancellation of, or change to, an order, it may attach financial conditions to this. This applies particularly to products no longer in stock or products that need to be produced in a non-standard size or color. If costs are already incurred in the performance of an agreement before there is agreement to cancel the whole or part of the agreement, the customer shall pay these costs on demand by Designers Field.

6. Changes to specifications

There could be small changes to the specifications of certain products, in terms of shape, color, packaging etc. Despite any such changes to standard specifications, Designers Field has nevertheless any obligation or responsibility, to changes outside standard specifications.The items proposed in wood, marble,concrete, ceramic and glass collections are individually produced.The imperfection on the finishing such as color variation, size variation, material and production properties should be considered as a unique characteristic of the product

 

7. Complaints and returns

If the goods are not delivered in good condition or, in the opinion of the customer they are not in accordance with the order or not all goods have been delivered as per the order, the customer shall immediately notify Designers Field of this, and in any event not later than the 7 working days following the day on which the goods are received, by email or fax. Designers Field is not obliged to deal with complaints that are received too late. If the customer files a complaint, it must provide as clear a description as possible of the defect and attach a digital photo to the email. A complaint is not justified if the goods are not used in accordance with the instructions for use, if they are used inexpertly or not used for the purpose for which they were\intended or if any defect is caused by the lack of care of the customer. If the goods are damaged through transport, the customer should send to Designers Field the copy of the delivery note showing way in which the goods were delivered in a damaged state on a drawing. If there is no such drawing on the delivery note, then Designers Field shall not accept the complaint. If the complaint is found to be justified by Designers Field, then Designers Field has the choice of either terminating the agreement with regard to the defective goods and crediting the customer, or replacing the defective goods with similar goods. Goods that are the subject of a complaint may only be returned to Designers Field if Designers Field has given prior written consent for this or has indicated that it wishes for the goods to be returned. In the latter case, the goods shall be returned to Designers Field as soon as possible. If the goods are not returned within eight days of the request for their return, it is assumed that the customer wises to keep the goods and has withdrawn the complaint. In such a case, the full purchase price is payable for the goods. If in response to a justified complaint Designers Field has replaced the defective goods, then Designers Field is deemed to have delivered such goods in good time, even if the deadline set by the customer has expired.

8. Suspension and termination

Designers Field is entitled to suspend in whole or in part performance of its obligations under any agreement or to terminate the agreement if:

- the customer has failed to comply on time, in full or at all with its obligations under previous agreements;

- if having entered into the agreement, Designers Field has good grounds to fear that the customer will not (be able to) comply with its payment obligations;- the customer was requested at the time the agreement was entered into to provide security but has failed to supply any such security or any adequate security. If, due to delay on the part of the customer, Designers Field can no longer be expected to comply with the agreement upon the terms originally agreed, then Designers Field is entitled to terminate the agreement.

Designers Field is also entitled to terminate the agreement if circumstances arise whose nature and extent means that Designers Field cannot be expected according to the principles of reasonableness and fairness to perform the original agreement.

If the cause of the termination is within the scope of the risk of the customer, or is caused by any act or omission of the customer, then Designers Field is entitled to claim for the costs it has incurred and for any loss of profit.

9. Liability

Designers Field shall be liable to pay damages pursuant to the general rules of Thai law for any losses which may be sustained as a result of actions or omissions caused by

Designers Field with the limitations outlined below:

Designers Field shall not be liable to pay damages for indirect loss, including loss of profit.

Designers Field does not accept loss unless caused by a deliberate act or gross negligence on the part of Designers Field. The liability of Designers Field is at all times limited to a maximum of the amount of the goods that are damaged. Liability for any further damage is expressly excluded. There is no liability for failure to comply on time or at all.

10. Force majeure

In the event of force majeure, all the obligations of either party are suspended until the situation of force majeure is over. If the force majeure lasts longer than eight full weeks, then either party is entitled to terminate the agreement without any liability to compensate the other party.

Force majeure includes, in addition to the circumstances prescribed by legislation and case law, import and export bans by, or due to, any government, the failure of suppliers or service providers of Designers Field to deliver on time or at all, suspension of work by, or a high amount of sick leave amongst, the employees of Designers Field or its suppliers. Designers Field is also entitled to rely on force majeure if the situation of force majeure begins after

Designers Field should have fulfilled its obligations. Insofar as at the time the situation of force majeure commences Designers Field has partly fulfilled its obligations under the agreement or is still able to do so, then Designers Field is entitled to invoice for all the parts of the agreement it has complied with or will comply with. In such a case the customer is obliged to pay this invoice as if it were a separate agreement.

11. Retention of title

All goods delivered remain the property of Designers Field until the customer has fulfilled its obligations to Designers Field in full. If any invoice remains unpaid, Designers Field’s retention of title shall also cover all goods previously delivered which have been paid for by the customer.

12. Intellectual property rights and copyrights

Designers Field retains the rights and powers it accrues on intellectual and industrial legislation and regulations relating to all the goods it supplies, insofar as these rights do not belong to any third party. The customer may not have goods supplied by Designers Field copied elsewhere, or manufacture imitations thereof that differ in only minor details from the goods supplied, or become directly or directly involved in this.

13. Assignment of agreement

Any assignment of the agreement by one of the parties of its rights and obligations under the agreement to any third party shall be subject to the other party’s written consent. Either party shall, however, be under an obligation to accept assignment to a third party against whom there is no justified objections of a financial or other nature.

14. Disputes and applicable law

All agreements are subject to Thai law. The court with exclusive jurisdiction is that covering the area where Designers Field has its registered office at the time a dispute arises. This also applies if the goods have been delivered in part or entirely abroad or if the customer has its registered office or is domiciled abroad, unless mandatory law provides otherwise. The parties shall always endeavor to resolve a dispute amicably, before any application is made by either party to the courts.

15. Commencement date

These General Terms and Conditions for Designers Field’s Sale and Delivery of goods shall enter into force on January 1, 2010.

Deviations from these General Terms and Conditions for Designers Field’s Sale and Delivery of goods shall require separate, written agreement between the customer and Designers Field.

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