TERMS AND CONDITIONS
ACCESS TO THIS WEBSITE IS GRANTED BY SUNFLEX Asia Ltd. (“SUNFLEX Asia”) SUBJECT TO THE FOLLOWING CONDITIONS. IF YOU DO NOT AGREE TO ANY OF THESE CONDITIONS, PLEASE DISCONTINUE YOUR ACCESS.
The SUNFLEX Asia Terms of Service (this “Agreement”) govern your purchase and use of all SUNFLEX Asia services (collectively, the “Services”), as described in the Order Form(s) submitted by you and accepted by SUNFLEX Asia (“Service Order”). You must register and accept the terms of this Agreement in order to use the Services. BY CLICKING ON THE “I ACCEPT” BUTTON, AND/OR REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE.
The information and materials contained in this site and all sites linked to this site (“website”), including text, graphics, links or other items – are provided “As is”, “As Available”. SUNFLEX Asia does not warrant the accuracy, adequacy, reliability or completeness of this information and materials and expressly disclaims liability for errors or omissions in such information and materials. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus, is given in conjunction with the information and materials.
SUNFLEX Asia does not make any representation, warranty or endorsement of any of the products, services or information provided in this website. All products and services sold shall be subject to our Terms and Conditions of Sale.
This disclaimer shall take effect to the fullest extent permitted by law.
The copyright in this website is owned by SUNFLEX Asia, its agents and/or professional advisors. No part of parts hereof may be reproduced, distributed, republished, displayed, broadcast, hyper linked or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of SUNFLEX Asia or the copyright owner provided that permission is granted to download and print the materials on this website for personal, non-commercial use only provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded and printed materials. You also may not, without SUNFLEX Asia's permission, “mirror” any material contained on this website on any other server.
The trademarks, service marks, and logos (the “Trade Marks”) used and displayed on this website are registered and unregistered Trade Marks of SUNFLEX Asia and others. Nothing on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Mark displayed on this website, without the written permission of SUNFLEX Asia or any other Trade Mark owner. SUNFLEX Asia aggressively enforces its intellectual property rights to the fullest extent of the law. The name of SUNFLEX Asia or the SUNFLEX Asia logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this website, without prior written permission. SUNFLEX Asia prohibits use of the SUNFLEX Asia logo as a “hot” link to any SUNFLEX Asia site unless establishment of such a link is approved in advance by SUNFLEX Asia in writing.
EXCLUSION OF LIABILITY
SUNFLEX Asia shall in no event be liable for any damages, loss or expense including without limitation, direct, indirect, special, or consequential damage, or economic loss arising from or in connection with:
a) Any access, use or the inability to access or use this website, or reliance on the contents of this website.
b) Any system, server or connection failure, error, omission, interruption, delay in transmission, or computer virus.
c) Any use of or access to any other website linked to this website.
d) Any product, service or information of any merchant or service provider.
Even if SUNFLEX Asia or its agents or employees are advised of the possibility of such damages, losses and/or expenses. Any hyperlinks to any other websites are not an endorsement or verification of such websites and such websites should only be accessed at the user's own risks. This exclusion clause shall take effect to the fullest extent permitted by law.
Any material, information or idea you transmit to or post on this website by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by SUNFLEX Asia or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. You are prohibited from posting or transmitting to or from this website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law. Lese majeste leads to immediate expulsion and criminal charges.
GOVERNING LAW AND JURISDICTION
Any facilities and/or services offered through this website are strictly for SUNFLEX Asia customers' access and/or use in Thailand. Other than as aforesaid, nothing in this website shall be construed as SUNFLEX Asia providing services and facilities outside of the above mentioned territories. By accessing this website and using the facilities and/or services offered through this website, you agree that Thailand law shall govern such access and the provision of such facilities and/or services and you agree to submit to the exclusive jurisdiction of the Thailand courts.
CONDITIONS OF ACCESS
SUNFLEX Asia may at any time revise these Conditions of Access by updating this version. By using this website, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current version of the Conditions of Access to which you are bound.
Terms and Conditions of Sale
“SUNFLEX Asia” means SUNFLEX Asia Ltd. selling products to the Customer as identified in SUNFLEX Asia's Quotation or Invoice.
“Customer” means the person or legal entity identified in SUNFLEX Asia's Quotation or Invoice.
“Contract” means a contract for sale by SUNFLEX Asia to the Customer of the products and/or services incorporating the Terms and Conditions.
“Order Confirmation” means formal acknowledgement of Product ordered by Customer, sent by SUNFLEX Asia.
“Price” means the price as per SUNFLEX Asia Quotation and Order Confirmation and the latter shall have precedence.
“Product(s)” means the products as described in Order Confirmation and may include SUNFLEX Asia-branded products, third party products and Service Offerings.
“Service Offering(s)” means the different service options offered by SUNFLEX Asia for the Products or any part of them and for varying periods, as described in SUNFLEX Asia's published literature, including but not limited to SUNFLEX Asia's Invoice and/or SUNFLEX Asia's Service Description.
“Third Party Products” means products other than SUNFLEX Asia-branded.
2. FORMATION OF CONTRACT
2.1 No Contract shall come into existence until the Customer's order has been accepted by SUNFLEX Asia.
2.2 The Products sold and/or services rendered are subject to these Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by these Terms and Conditions. Neither SUNFLEX Asia's acknowledgment of a purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.
3. ORDERS, PRICE AND PAYMENT
3.1 Unless credit terms have been expressly agreed by SUNFLEX Asia, payment for the Products or services shall be made in full before physical delivery of Products or services.
3.2 Customer shall pay for all shipping and handling charges.
3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.
3.4 Time for payment is of the essence. SUNFLEX Asia reserves the right to charge interest at the rate of 15 % per annum on sums overdue.
3.5 Unless Customer and SUNFLEX Asia have agreed to a different discount, SUNFLEX Asia's standard pricing policy for SUNFLEX Asia-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system.
4. TITLE AND RISK
Title to and risk in the Products shall pass to the Customer upon delivery of the Products to Customer. Title to those Products, which are software, shall remain with the applicable licensor(s) at all times.
5.1 SUNFLEX Asia shall deliver the Products to the place of delivery designated by Customer and agreed to by SUNFLEX Asia (“Place of Delivery”).
5.2 SUNFLEX Asia may, at its discretion, deliver the products by installments in any sequence. Where the Products are so delivered by installments, each installment shall be deemed to be the subject of a separate contract and no default or failure by SUNFLEX Asia in respect of any one or more installments shall vitiate the Contract in respect of Products previously delivered or undelivered Products.
5.3 Any dates quoted by SUNFLEX Asia for the delivery of the Products are approximate only and shall not form part of the Contract. SUNFLEX Asia shall not be liable for any delay in delivery of the Products and/or services, howsoever caused.
5.4 SUNFLEX Asia may revise and/or discontinue products at any time without notice as part of SUNFLEX Asia's policy of on-going product up-date and revision. Revised or updated products will have the functionality and performance of the Products ordered. The Customer accepts that SUNFLEX Asia's policy may result in differences between the specification of products delivered to the Customer and the specification of Products ordered.
6. ACCEPTANCE OF PRODUCTS
6.1 Unless the Customer notifies SUNFLEX Asia to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract and the Products fully work in good order in accordance with its respective specification without any defect. The Customer shall not be entitled to withhold payment of all or any of the Prices of the Products whilst any claim is being investigated by SUNFLEX Asia.
6.2 New SUNFLEX Asia-branded Products purchased under these Terms and Conditions directly from SUNFLEX Asia by an end-user Customer may be returned by Customer up to 7 days from the date of the invoice for a replacement or credit of the purchase price in accordance with SUNFLEX Asia's “Return Policy” in effect in the Location on the date of the invoice. The credit will not include any shipping and handling charges forming part of the purchase price. Products returned under SUNFLEX Asia's “Return Policy” must be received by SUNFLEX Asia in as-new or as-shipped-by-SUNFLEX Asia condition, including conformance to invoiced specification and all items included with a Product must be returned with it.
7.1 Unless specified otherwise, SUNFLEX Asia warrants to the Customer that SUNFLEX Asia branded Products will from invoice date be free from defects in materials and workmanship affecting normal use for a period of 6 months or such other period as may be set out in SUNFLEX Asia's invoice. (“Standard Warranty” and “Relevant Warranty” period as appropriate) Upon the expiration of the aforesaid period, the Customer acknowledges that there is no defect of SUNFLEX Asia branded Products and agrees to waive its rights and claims against SUNFLEX Asia and release SUNFLEX Asia from any liability in relation to defect.
7.2 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by SUNFLEX Asia, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, flood, fire, war, act of violence or any similar occurrence; Products with missing or altered service tags or serial numbers; any attempt by any person other than SUNFLEX Asia personnel or any person authorized by SUNFLEX Asia, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by SUNFLEX Asia. The Standard Warranty or Relevant Warranty does not cover any items that are in one or more of the following categories: external devices; software; accessories or parts added to the Product after the Product is shipped from SUNFLEX Asia; accessories or parts added to the Product through SUNFLEX Asia; accessories or parts that are not installed in the SUNFLEX Asia factory; or Third Party Products purchased under SUNFLEX Asia Software & Peripherals Program.
7.3 Subject to clause 9 below, during the Standard Warranty or Relevant Warranty period as the case may be and beginning on the invoice date, SUNFLEX Asia will repair or replace SUNFLEX Asia-branded Products returned to SUNFLEX Asia's facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. SUNFLEX Asia will ship the repaired or replacement Products to Customer freight prepaid.
7.4 SUNFLEX Asia does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty or Relevant Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.
7.5 The Customer agrees that, in relation to Third Party Products purchased through SUNFLEX Asia, where such of the Products are covered by a relevant manufacturer's warranty, then the Standard Warranty shall not extend to such Products and such manufacturer's warranty shall be the sole warranty in respect of such Products. The Customer shall utilize that warranty for the support of such Products and in any event not look to SUNFLEX Asia but shall look to the relevant manufacturer for such warranty support.
8. SERVICE AND TECHNICAL SUPPORT
In respect of SUNFLEX Asia-branded Products SUNFLEX Asia will provide general service and technical support to Customer in accordance with the current service and technical support policies in effect. Service and support offerings may vary from product to product. If Customer purchases optional services and support as listed on SUNFLEX Asia's invoice, SUNFLEX Asia will provide the optional service and support to Customer in accordance with the current terms and conditions in the optional service contract between SUNFLEX Asia and Customer in addition to the Standard Warranty or Relevant Warranty. SUNFLEX Asia may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. SUNFLEX Asia has no obligation to provide service or support until SUNFLEX Asia has received full payment for the Product or service/support contract for which service or support is requested.
9.1 SUNFLEX Asia shall not be liable in contract or in tort for any loss or damage suffered and consumer rights are limited to those set out in these Terms and Conditions and under statute.
9.2 To the extent permitted by law and subject to clause 9.6, SUNFLEX Asia's total liability herein in respect of each event or series of connected events shall not exceed the amount invoiced for the applicable Products and/or services under the Contract.
9.3 The Customer shall indemnify SUNFLEX Asia and keep SUNFLEX Asia fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
9.4 To the extent permitted by law, SUNFLEX Asia and Customer agree that SUNFLEX Asia will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Any service response times stated by SUNFLEX Asia in service contracts are approximate only. SUNFLEX Asia shall not be liable to the Customer for any 1) incidental, indirect, special or consequential damages, 2) loss of opportunity, 3) loss of revenue, 4) loss of profit or anticipated profit, 5) loss of business 6) loss of contracts, 7) loss of goodwill, 8) loss arising out of business interruption, 10) loss arising out of or in connection with pollution or contamination, all arising out of or in connection with the purchase, use or performance of Products or services, even if SUNFLEX Asia has been advised of their possibility.
9.5 To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by SUNFLEX Asia shall be subject to correction without any liability on the part of SUNFLEX Asia.
9.6 Where under any applicable law, implied conditions and warranties cannot be excluded SUNFLEX Asia's liability for breach of such conditions and warranties shall be limited, at SUNFLEX Asia's option, to:
(a) In the case of Products, the replacement of the Products or the supply of equivalent Products; the repair of such Products; the payment of the cost of replacing the Products or of acquiring equivalent Products; or the payment of the cost of having the Products repaired; or
(b) In the case of services, the supplying of services again; or the payment of the cost of having services supplied again.
10. FORCE MAJEURE
Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
11. EXPORT RESTRICTIONS
Each party, at its own expense, will comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with these Terms and Conditions and any Contract. Each party will furnish to the other party any information required to enable the other party to comply with applicable laws and regulations related to the Products. SUNFLEX Asia and Customer acknowledge that Products licensed or sold under any Contract are subject to export control laws and regulations, including those of the countries from which they were supplied and in which they are used and agrees to abide by those laws and regulations. The Products purchased under any Contract may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. The Customer and SUNFLEX Asia agree to comply with all applicable export laws, regulations and orders. In addition, each party agrees to indemnify, defend and hold the other harmless from any claims, demands or causes of action against the other due to the indemnifying party's violation or alleged violation of the applicable export laws, regulations and orders.
12. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of Thailand and shall be subject to the non-exclusive jurisdiction of the courts of Thailand.
13.1 The Customer shall not assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of SUNFLEX Asia. Any such unauthorized assignment shall be deemed null and void.
13.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
13.3 No Waiver. No failure or delay on SUNFLEX Asia's part in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.
Customer, who bought new SUNFLEX Asia-branded products directly from SUNFLEX Asia, may return them to SUNFLEX Asia within 7 days of the date of invoice for replacement or credit of the product purchase price. The credit will not include any shipping and handling charges shown on the invoice.
As soon as the goods have arrived at the premises of the buyer the buyer shall fully unpack and thoroughly examine the goods. The buyer shall report to us within two days after receipt any goods which are found to be defective or damaged (time being of the essence of this obligation). Any discrepancies notified to us after this time period will be treated as physical damage by the buyer and in effect void warranty.
To return products, you must contact SUNFLEX Asia to receive an Equipment Return Authorization Number. Arrangements for the return will be made with you at this time. To expedite the processing of your credit, SUNFLEX Asia expects the return of the products to SUNFLEX Asia in their original packaging and sealed, within five days of the date that SUNFLEX Asia issues the Equipment Return Authorization Number. You must also prepay shipping charges and insure the shipment or accept the risk of loss or damage during shipment. Returned products must be received by SUNFLEX Asia in as-new or as-shipped-by-SUNFLEX Asia condition, including conformance to the specifications set out in your invoice, and all items included with a product must be returned with it.
This Policy does not apply to any third party products (including software) purchased through SUNFLEX Asia, refurbished or reconditioned products or parts.