General Terms and Conditions of Business of TÜV Rheinland Thailand Ltd.
1.

Scope

1.1 The following terms and conditions apply toagreed services including consultancy
services, information, deliveries and similar
services as well as ancillary services andother secondary obligations provided within
the scope of contract performance.
1.2 The client’s General Terms and Conditionsof Business, including the client’s Terms andConditions of Purchasing, if any, shall not
apply and shall hereby be expressly
excluded. No contractual terms andconditions of the client shall form part of thecontract even if TÜV Rheinland Thailand
Ltd. does not explicitly object to them.
2.

Quotations
Unless otherwise agreed, all quotations
submitted by TÜV Rheinland Thailand Ltd.
shall be subject to change without notice.

3.

Coming into effect and duration ofcontracts

3.1 The contract shall come into effect for theagreed term upon the quotation letter ofTÜV Rheinland Thailand Ltd. or a separate
contractual document being signed by bothcontracting parties, or upon the works
requested by the client being carried out by
TÜV Rheinland Thailand Ltd.. If the client
instructs TÜV Rheinland Thailand Ltd.
without receiving a prior quotation from TÜV
Rheinland Thailand Ltd. (quotation), TÜVRheinland Thailand Ltd. is – in its sole
discretion – entitled to accept the order bygiving written notice of such acceptance(including notice sent via electronic means)or by performing the requested services.
3.2 The contract term starts upon the coming
into effect of the contract in accordance witharticle 3.1 and shall continue for the term
agreed in the contract.
3.3 If the contract provides for an extension of
the contract term, the contract term will be
extended by the term provided for in thecontract unless terminated in writing byeither party with a six-week notice to the endof the contractual term.
4.

Scope of services

4.1 The scope of the services shall be decided
solely by a unanimous declaration issued byboth parties. If no such declaration exists,then the written confirmation of order by
TÜV Rheinland Thailand Ltd. shall bedecisive.
4.2 The agreed services shall be performed incompliance with the regulations in force atthe time the contract is entered into.
4.3 Furthermore, TÜV Rheinland Thailand Ltd.
is entitled to determine (in its sole discretion)
the method and nature of the assessment
unless otherwise agreed in writing or if
mandatory provisions require a specificprocedure to be followed.
4.4 On execution of the work there shall be no
simultaneous assumption of any guaranteeof the correctness (proper quality) andworking order of either tested or examinedparts nor of the installation as a whole andits upstream and/or downstream processes,organisations, use and application inaccordance with regulations, nor of thesystems on which the installation is based;in particular, no responsibility shall beassumed for the construction, selection ofmaterials and assembly of installations
examined, nor for their use and applicationin accordance with regulations unless thesequestions are expressly covered by thecontract.
4.5 In the case of inspection work, TÜVRheinland Thailand Ltd. shall not be
responsible for the accuracy or checking ofTÜV Rheinland Thailand Ltd.
123/1, Soi Chalongkung 31
Ladkrabang Industrial Estate
Lamplatew, Ladkrabang,
Bangkok 10520, Thailand

the safety programmes or safety regulations
on which the inspections are based, unlessotherwise expressly agreed in writing.
5.

Performance periods/dates

5.1 The contractually agreed periods and datesof performance are based on estimates of
the work involved which are prepared in linewith the details provided by the client. They
shall only be binding if confirmed as bindingby TÜV Rheinland Thailand Ltd. in writing.
5.2 If binding periods of performance have been
agreed, these periods shall not commence
until the client has submitted all required
documents to TÜV Rheinland Thailand Ltd.
This also applies, even without express
approval by the client, to all extensions ofagreed dates for performance not caused by
TÜV Rheinland Thailand Ltd..
6.

The client’s obligation to cooperate

6.1 The client shall guarantee that all
cooperation required on its part, its agentsor third parties will be provided in good timeand at no cost to TÜV Rheinland Thailand
Ltd..
6.2 Design documents, supplies, auxiliary staff,
etc. necessary for performance of theservices shall be made available free ofcharge by the client. Moreover, collaborative
action of the client must be undertaken inaccordance with legal provisions, standards,
safety regulations and accident prevention
instructions.
6.3 The client shall bear any additional cost
incurred on account of work having to be
redone or being delayed as a result of late,incorrect or incomplete information or lack ofproper cooperation. Even where a fixed or
maximum price is agreed, TÜV Rheinland
Thailand Ltd. shall be entitled to charge
extra for such additional expense.
7.

Invoicing of work

7.1 If the scope of performance is not laid downin writing when the order is placed, invoicing
shall be based on costs incurred. If no
payment is agreed in writing, invoicing shallbe in accordance with the TÜV Rheinland
Thailand Ltd. price list valid at the time of
performance.
7.2 Unless otherwise agreed, work shall be
invoiced according to the progress of thework.
7.3 If the execution of an order extends overmore than one month and the value of thecontract or the agreed fixed price exceeds€2,500.00, TÜV Rheinland Thailand Ltd.
may demand payments on account or in
instalments.
8.

Payment terms

8.1 All invoice amounts shall be due forpayment without deduction on receipt of theinvoice. No discounts shall be granted.
8.2 Payments shall be made to the bankaccount of TÜV Rheinland Thailand Ltd. as
indicated on the invoice, stating the invoice
and customer numbers.
8.3 In cases of default of payment, TÜVRheinland Thailand Ltd. shall be entitled toclaim default interest at a rate of 8% above
the base interest rate of German central
bank (Deutsche Bundesbank). At the sametime, TÜV Rheinland Thailand Ltd. reserves
the right to claim further damages.
8.4 Should the client default in payment of theinvoice despite being granted a reasonablegrace period, TÜV Rheinland Thailand Ltd.
shall be entitled to cancel the contract,
withdraw the certificate, claim damages for

non-performance and refuse to continue
performance of the contract.
8.5 The provisions set forth in article 8.4 shallalso apply in cases involving returnedcheques, cessation of payment, andcommencement of insolvency proceedings
against the client’s assets or cases in which
thecommencementof
insolvency
proceedings has been dismissed due to lackof assets.
8.6 Objections to the invoices of TÜV Rheinland
Thailand Ltd. shall be submitted in writing
within two weeks of receipt of the invoice.
8.7 TÜV Rheinland Thailand Ltd. shall beentitled to demand appropriate advancepayments.
8.8 TÜV Rheinland Thailand Ltd. shall beentitled to raise its fees at the beginning of amonth if overheads and/or purchase costs
have increased. In this case, TÜV Rheinland
Thailand Ltd. shall notify the client in writingof the rise in fees. This notification shall be
issued one month prior to the date on which
the rise in fees shall come into effect (periodof notice of changes in fees). If the rise infees remains under 5% per contractual year,
the client shall not have any special right oftermination. If the rise in fees exceeds 5%
per contractual year, the client shall beentitled to terminate the contractual
relationship by the end of the period ofnotice of changes in fees. If the contract is
not terminated, the changed fees shall bedeemed to have been agreed upon expiry of
the above period.
8.9 Only legally established and undisputed
claims may be offset against claims by TÜV
Rheinland Thailand Ltd.
9.

Acceptance

9.1 Any part of the work ordered which iscomplete in itself may be presented by TÜV
Rheinland Thailand Ltd. for acceptance as
an instalment. The client shall be obliged
to accept it immediately.
9.2 If the client fails to fulfil its acceptanceobligation immediately, acceptance shall bedeemed to have taken place 4 calendar
weeks after performance of the work if TÜV
Rheinland Thailand Ltd. has specificallymade the client aware of the aforementioned
deadline upon performance of the service.
10. Confidentiality
10.1 For the purpose of this agreement,“confidential
information”
means
all
information, documents, images, drawings,
know-how, data, samples and project
documentation which one party (the“disclosing party”) hands over, transfers orotherwise discloses to the other party (the“receiving party”). Confidential information
also includes paper copies and electronic
copies of such information.
10.2 The disclosing party shall mark all
confidential information disclosed in written
form as confidential before passing it on to
the receiving party. The same applies toconfidential information transmitted by email. If confidential information is disclosed
orally, the receiving party shall beappropriately informed in advance.
10.3 All confidential information which thedisclosing party transmits or otherwise
discloses to the receiving party inaccordance with this agreement:a)may only be used by the receiving party
for the purposes of performing the
purpose of the contract, unlessexpressly otherwise agreed in writing
with the disclosing party;b)

may not be copied, distributed,
published or otherwise disclosed by theTel. +66 2 326 1333
Fax. +66 2 326 1334-5
Email: info@tha.tuv.com
Web: www.tuv.com

Rev.04, 2023-11-24
Page 1 of 2

receiving party, unless this is necessary
for fulfilling the purpose of the contractor TÜV Rheinland Thailand Ltd. isrequired to pass on confidential
information, inspection reports or
documentation to the authorities or third
parties that are involved in theperformance of the contract;c)

must be treated by the receiving party
with the same level of confidentiality as
the receiving party uses to protect its
own confidential information, but neverwith a lesser level of confidentiality thanthat which is objectively required.

10.4 The receiving party shall disclose any
confidential information received from thedisclosing party only to those of its
employees who need this information to
perform the services required for the subject
matter of this contract. The receiving party
undertakes to oblige these employees toobserve the same level of secrecy as set
forth in this confidentiality clause.
10.5 Information for which the receiving party canfurnish proof that:a)it was generally known at the time of
disclosure or has become generalknowledge without violation of thisagreement; orb)

it was disclosed to the receiving party
by a third party entitled to disclose thisinformation; orc)the receiving party already possessed
this information prior to disclosure by
the disclosing party; ord)the receiving party developed it itself,
irrespective of disclosure by thedisclosing party, shall not be deemed toconstitute “confidential information” asdefined in this agreement.

10.6 All confidential information shall remain theproperty of the disclosing party. The
receivingparty
herebyagreestoimmediately (i) return all confidential
information, including all copies, to thedisclosing party, and/or, on request by thedisclosing party, to (ii) destroy all
confidential information, including all copies,
and confirm the destruction of thisconfidential information to the disclosing
party in writing, at any time if so requestedby the disclosing party but at the latest andwithout special request after termination or
expiry of this contract. This does not extend
to include reports and certificates prepared
for the client solely for the purpose offulfilling the obligations under this contract,which shall remain with the client. However,TÜV Rheinland Thailand Ltd. is entitled tomake file copies of such reports, certificatesand confidential information that form thebasis for preparing these reports andcertificates in order to evidence thecorrectness of its results and for general
documentation purposes.
10.7 From the start of this contract and for aperiod of three years after termination or
expiry of this contract, the receiving party
shall maintain strict secrecy of all
confidential information and shall notdisclose this information to any third parties
or use it for itself.
11. Copyrights
11.1 TÜV Rheinland Thailand Ltd. shall retain all
exclusive and joint copyrights in the expert
reports,
test
results,
calculations,presentations etc. prepared by TÜV
Rheinland Thailand Ltd..
11.2 The client may only use expert reports, test
results, calculations, presentations etc.
prepared within the scope of the contract forthe contractually agreed purpose.
11.3 The client may use test reports, test results,
expert reports, etc. only complete andunshortened. Any publication or duplication
for advertising purposes needs the priorwritten approval of TÜV Rheinland Thailand
Ltd..
12. Liability of TÜV Rheinland Thailand Ltd.
12.1. Irrespective of the legal basis and inparticular in the event of a breach ofcontractual obligations and tort, the liabilityof TÜV Rheinland Thailand Ltd. for all
damage, loss and reimbursement ofexpenses caused by legal representatives
and/or employees of TÜV Rheinland
Thailand Ltd. shall be limited to: (i) in thecase of contract with a fixed overall fee, tentimes the overall fee for the entire contract;(ii) in the case of contracts for annually
recurring services, to the agreed annual fee;(iii) in the case of contracts expressly
charged on a time and material basis to a
maximum of 20,000 Euro and (iv) in thecase of framework agreements that provide
for the possibility of placing individual
orders, to an amount equal to three times
the fee for the individual order under which
the damage occurred. The maximum liabilityof TÜV Rheinland Thailand Ltd. is limited inany event of damage or loss to 2.5 MioEuro.
12.2.The limitation of liability according to article
12.1 above shall not apply to all damage
and losses caused by malice, intent or grossnegligence on the part of any of the legal
representatives of TÜV Rheinland Thailand
Ltd. or their vicarious agents. Such limitation
shall also not apply to damages arising froma violation of obligations which TÜV
Rheinland Thailand Ltd. has guaranteed toperform, damages caused by a person’s
death, physical injury or illness, or damages
for which liability is assumed under the Thai
Law.
12.3 In cases involving a fundamental breach ofcontract, TÜV Rheinland Thailand Ltd. will
be liable even where minor negligence isinvolved. For this purpose, a “fundamental
breach” is a material contractual obligation,
the performance of which permits the due
performance of the contract and which theclient may rely on being complied with. Anyclaim for damages for a fundamental breachof contract shall be limited to the amount ofdamage reasonably foreseen as a possible
consequence of such breach of contract at
the time of the breach (reasonably
foreseeable damage), unless any of thecircumstances described in article 12.2
apply.
12.4 TÜV Rheinland Thailand Ltd. shall not beliable for personnel made available by theclient to support TÜV Rheinland Thailand
Ltd. in the performance of its services
regulated under this contract, unlesspersonnel made available may be regarded
as vicarious agents of TÜV Rheinland
Thailand Ltd.. If TÜV Rheinland Thailand
Ltd. is not liable for personnel madeavailable by the client under the foregoingprovision, the client shall indemnify TÜV
Rheinland Thailand Ltd. against any claims
made by third parties.
12.5 The limitation periods for claims fordamages shall be based on statutory
provisions.
12.6 None of the provisions of this article 12changes the burden of proof to thedisadvantage of the client.
13. Partial invalidity, written form, place ofjurisdiction
13.1 No ancillary agreements to this contract
have been concluded.
13.2 All amendments and supplements must be
in writing in order to be effective; this also
applies to amendments and supplements to
the requirement for the written form.
13.3 Should one or several of the provisions
under this contract be or become ineffective,
the contracting parties shall replace theinvalid provision with a legally valid provisionthat comes closest to the content of theinvalid provision in legal and commercial
terms.
13.4 The place of jurisdiction for all disputes
arising in connection with this contract shallbe Bangkok, Thailand. This contract isgoverned by the Thailand substantive law.

Status: November 24, 2023

TÜV Rheinland Thailand Ltd.
123/1, Soi Chalongkung 31
Ladkrabang Industrial Estate
Lamplatew, Ladkrabang,
Bangkok 10520, Thailand

Tel. +66 2 326 1333
Fax. +66 2 326 1334-5
Email: info@tha.tuv.com
Web: www.tuv.com

Rev.04, 2023-11-24
Page 2 of 2