TERMS AND CONDITIONS OF SUPPLY

APPLICATION

1.1)     Unless otherwise specifically agreed in writing, these terms and conditions (“Terms”) shall be incorporated in every offer, quotation, acceptance and contract for the sale or supply of products by Jim Thompson. Any additions or alterations of these Terms must be agreed upon in writing.

1.2)    Together with the order to which they relate, these Terms constitute the entire contract between Jim Thompson and the Distributor. Any conditions proposed by the Distributor that are inconsistent with these Terms are hereby excluded from any contract so concluded.

PRICES

2.1)    The price list issued to the Distributor will be an Export Price List and the trading currency shall be in US Dollars.

2.2)   The trading prices are ex-works and exclude insurance and carriage, VAT and other taxes or duties.

2.3)   Export price lists are generally issued at the beginning of each calendar year with the additional issuing of prices for Fall collections around middle of the year. These prices are generally valid for 12 months unless otherwise notified in writing. Annual price adjustments are to be expected and Jim Thompson reserves the right to make changes to the prices at its discretion.

2.4)   Price changes shall take effect thirty days (30) after the official notice of the change.

2.5)   For non-stocked items, quotations by Jim Thompson unless otherwise stated in them shall be open for acceptance within 60 days of the date of the quotation.

2.6)   For projects where special prices are granted quotations by Jim Thompson unless otherwise stated in them shall be open for acceptance within 60 days of the date of the quotation.

RESERVATION & PAYMENT

3.1)    Jim Thompson shall, at its sole discretion, allow the Distributor to reserve Products for a maximum period of 3 weeks which may be extended for a further 2 weeks at Jim Thompson’s discretion. The reservation of Products in excess of 5 weeks will be automatically cancelled unless otherwise agreed in writing.

3.2)   Unless otherwise agreed in writing, all invoices are payable without discount of any kind within 30 days after the last day of the month as provided in Clause 3.10 of the Distribution Agreement and in no circumstances shall the Distributor be entitled to make any deduction or withhold payment for any reason at all.

3.3)   Without prejudice to any other rights of Jim Thompson, if the Distributor fails to pay the invoice price by the due date, the Distributor shall pay the default interest on any overdue amount from the date of which payment was due to the date of actual payment at a flat rate of 15%  per annum and shall reimburse to Jim Thompson all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

3.4)   Custom orders of non-stock items require a minimum production quantity, and a 50% non-refundable deposit is required when the order is placed. On custom orders of non-stock items, Jim Thompson reserves the right to ship and invoice for a quantity of Products, which may vary up to 10% (ten percent) over or under the quantity specified in the Contract and the Distributor shall accept delivery and pay for such revised quantity.

3.5)   For any order greater than 200 metres (of fabric) or rolls (of wallpaper), Jim Thompson will produce to order and a 50% non-refundable deposit is required when the order is placed. On these orders, Jim Thompson reserves the right to ship and invoice for a quantity of Products, which may vary up to 10% (ten percent) over or under the quantity specified in the Contract. and the Distributor shall accept delivery and pay for such revised quantity.

ORDERS

4.1)    Unless otherwise stated on the price list, the trading units for fabrics, trimmings and certain wallcovering will be traded in meters. Specific wallcoverings are sold by the roll or panel.

4.2)   The minimum quantity of Product available for purchase is 1 meter/roll/panel/piece unless otherwise stated in the price list. We only accept orders where the tenth decimals are rounded up to the whole number. For example, a conversion from yards to meters equating to a 2.38m order will be rounded to 2.4m.

4.3)   If an order for a product is cancelled and the order is already cut or in transit, the product will be delivered and invoiced in full. If, in exceptional circumstances, cancellation is allowed and the goods have already been dispatched to the Distributor, a late cancellation fee (20% of original invoiced value) will be borne by the Distributor as well as the cost of return shipping. If the goods returned are found to be damaged upon inspection by Jim Thompson, a further 30% of the original invoiced value shall be deducted from the final credit.

4.4)   A credit note for returned goods with respect to a cancelled order will only be issued upon the safe receipt of the Products in perfect condition. Credit note will not be given unless the Products are returned to the Jim Thompson within 30 days of delivery and unless written notice of cancellation and request for a credit note is received by Jim Thompson at the same time.

4.5)   Notwithstanding the right to cancel in certain circumstances, all cancellations are discretionary and subject to acceptance by Jim Thompson. We reserve the right not to accept cancelled orders and to pursue our normal remedies for any breach of contract.

4.6)   Jim Thompson will not accept any cancellation for orders where special production had to be launched such as those orders covered in 3.4 and 3.5 stated above.

4.7)   Jim Thompson reserves the right not to start a new production should the product be flagged for discontinuation due to poor sales performance.

CUTTING FOR APPROVAL (CFA)

5.1)    Due to variances in dye lots and raw materials, Jim Thompson does not guarantee that the Products will precisely match any showroom sample, sample memo, memo book or previously supplied Products.

5.2)   The Distributor shall be responsible for requesting a cutting for approval to ensure a colour match when required.

5.3)   If a stock cutting or cutting for approval (CFA) is not requested or sent with an order, Jim Thompson will automatically supply stock at its discretion.

DELIVERY, RETENTION OF TITLE AND PASSING OF RISK

6.1)    The Products are deemed to be delivered to the Distributor when Jim Thompson makes them available to the Distributor or any agent of the Distributor or any carrier (who shall be the Distributor’s agent whoever pays its charges) at Jim Thompson’s premises or other delivery point agreed by Jim Thompson.

6.2)   Risk in the Products passes when they are delivered in accordance with clause 6.1

6.3)   Jim Thompson and the Distributor may agree that the Products be delivered by instalments in an agreed sequence.

6.4)   If any order or contract provides for delivery to be made in instalments, delay in delivery, or non-delivery of any instalment shall not entitle the Distributor to terminate the contract.

6.5)   After delivery, once the Products are cut, altered or installed in any manner, the Products are deemed to have been accepted by the Distributor and no claims or returns may be entertained thereafter.

6.6)   Notwithstanding the earlier passing of risk, title in the Products shall remain with Jim Thompson and shall not pass to the Distributor until the amount due under the invoice for them (including interest and costs) has been paid in full.

6.7)   Until title passes, the Distributor shall hold the Products as bailee for Jim Thompson and shall store or mark them so that they can at all times be identified as the property of Jim Thompson.

6.8)   Jim Thompson may at any time before title passes and without any liability to the Distributor, repossess and use or sell all or any of the Products and by doing so terminate the Distributor’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any Products are held by the Distributor and inspecting them) enter any premises of or occupied by the Distributor.

LIABILITY/RETURNS

7.1)     No claims can be considered after the Product has been cut, altered in any way, installed, or made up. Alleged faults in Jim Thompson’s Products must be reported within 21 days of the receipt of goods, otherwise claims cannot be considered.

7.2)    In no event shall the Distributor be entitled to reject the goods on the basis of any defect or failure that is within normal commercial tolerances applicable to this trade.

7.3)    No returned items will be accepted without prior written authorisation from Jim Thompson. The minimum quantity which will be considered for return is 5 meters (supplied back as one continuous length) or 3 unopened rolls.

7.4)    The Distributor shall be responsible for the delivery costs of any agreed return to Jim Thompson’s office address, accompanied by the authorised return note. A return arriving without the necessary documentation will not be credited.

7.5)    Any return where the cause is not attributable to Jim Thompson will be subject to a re-stocking and handling charge amounting to 20% of the original invoiced value. If the goods returned are found to be damaged upon inspection by Jim Thompson, a further 30% of the original invoiced value shall be deducted from the final credit.

CLAIM NOTIFICATION

8.1)    Any claim that any Products have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Distributor to Jim Thompson within 21 days of upon reception of the Products by the client of the Distributor.

8.2)   Any alleged defect shall be notified by the Distributor to Jim Thompson in 21 days of the reception of the Products by the client of the Distributor or in the case of any defect which is not reasonably apparent on inspection within 21 days of the defect coming to the Distributor’s attention and in any event within 6 months from the date of reception.

8.3)   Any claim under this condition must be in writing and must contain full details of the claim.

8.4)   Jim Thompson shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Distributor shall, if so requested in writing by Jim Thompson, promptly return any Products the subject of any claim and any packing materials securely packed and carriage paid by Jim Thompson for examination.

8.5)   Jim Thompson shall have no liability with regard to any claim in respect of which the Distributor has not complied with the claim’s procedures in these Terms.

SCOPE OF CONTRACT

9.      Under no circumstances shall Jim Thompson have any liability of whatever kind for:

·         any defects resulting from wear and tear, accident, improper use or installation by the Distributor or use or installation by the Distributor except in accordance with the instructions or advice of Jim Thompson;

·         any Products which have been adjusted, modified or repaired;

·         the suitability of any Products for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to Jim Thompson;

·         any variations in the quantities or dimensions of any Products or changes of their specifications or substitution of any materials or components which have been previously agreed by the Distributor in writing, 

·         variances in quality, colour, pattern and structure due to the handmade nature of the Products;

·         nubbins, barre and textural streaks due to the hand spun and woven nature of the Products;

·         fading or shrinkage due to exposure to sun or atmosphere;

·         irregularities in quality, colour, width and pattern repeat from piece to piece within customary and accepted trade standards;

·         the results of any fabric treatments requested by the Distributor (such as waterproofing, paper backing, or fire retarding) which alter the quality or colour of the Products; and

·         packing and shipping requests of the Distributor which do not comply with the standard practices of Jim Thompson including but limited to requests for velvet fabric orders of more four meters to not be packed and shipped in a suspension box.  

EXTENT OF LIABILITY

10.1)  Jim Thompson shall have no liability to the Distributor for any loss (including loss of profit or other economic loss (direct or indirect), indirect or consequential loss) or damage of any nature (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of Jim Thompson or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except as expressly stated in these Terms or as stated in the warranty which is provided by Jim Thompson in connection with the supply of its Products.

10.2) Subject to 10 and 11, Jim Thompson shall give the option to the Distributor to either replace with similar Products any Products which do not comply with their description or allow the Distributor credit for their invoice value or repair any damaged Products.

10.3)  The delivery of any repaired or replacement Products shall be at Jim Thompson’s premises or other delivery point specified for the original Products.

10.4) Where Jim Thompson is liable in accordance with this condition in respect of only some or part of the Products the Contract shall remain in full force and effect in respect of the other or other parts of the Products and no set-off or other claim shall be made by the Distributor against or in respect of such other or other parts of the Products.

10.5) No claim against Jim Thompson shall be entertained for any defect arising from any design or specification provided or made by the Distributor or if any adjustments, alterations, or other work has been done to the Products by any person except Jim Thompson.

10.6)  Jim Thompson shall not be liable where any Products are lost or damaged in transit and all claims by the Distributor shall be made against the carrier.

10.7)  In no circumstances shall the liability of Jim Thompson to the Distributor under these Terms exceed the invoice value of the products exclusive of shipping charges.

GENERAL

11.1)   Jim Thompson  may  immediately suspend or terminate the supply of the Products without notice if the Distributor fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with Jim Thompson or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or ceases or threatens to cease trading or Jim Thompson bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.

11.2)  If the Products are manufactured in accordance with any design or specification provided or made by the Distributor the Distributor shall compensate Jim Thompson in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

11.3)  Except as expressly agreed in writing, all tools, patterns, materials, drawings, specifications and other data provided by Jim Thompson shall remain its property and all knowledge and other technical information, patentable or unpatentable, copyright and registered designs and all other intellectual property rights arising from the execution of any orders shall become the property of Jim Thompson.

EXISTENCE OF CONTRACT

12.1)   No Contract shall come into existence until the Distributor’s order (however given) is accepted by Jim Thompson’s written confirmation. 

12.2) These Terms shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Distributor.

12.3)  Except as expressly provided for in these Terms no variation or amendment of these Terms or oral promise or commitment related to it shall be valid unless committed to writing and approved by both parties.

CONFIDENTIALITY

13.     The Distributor shall not at any time whether before or after the termination of these Terms divulge or use any unpublished technical information deriving from Jim Thompson or any other confidential information in relation to Jim Thompson’s affairs or business or method of carrying on business.

FORCE MAJEURE

14.     Jim Thompson shall not be liable for any failure in the performance of any of its obligations under these Terms caused by factors outside its control.

LAW AND JURISDICTION

15.     These Terms shall be governed by Thai law.

MISCELLANEOUS

16.     Any communication exchanged between the Distributor and Jim Thompson in connection with these Terms, including but not limited to notices, amendments, and consents, may be transmitted via email. Such email communications shall be considered valid and binding and shall have the same force and effect as communications exchanged in writing and signed by hand.