General Terms and Conditions of Sale

Last updated: 19 June 2026

These General Terms and Conditions of Sale (“Terms”) apply to all quotations, order confirmations, sales, deliveries, engineering work, tooling, samples, and related services supplied by Advanced ID Asia Engineering Co., Ltd. (“AAE” or “Seller”) to its customers (“Buyer”), unless otherwise agreed in writing by AAE.

1. Scope and Application

1.1 These Terms apply exclusively to business-to-business transactions.

1.2 These Terms form part of every quotation, order confirmation, sale, delivery, and business relationship between AAE and the Buyer.

1.3 Any conflicting, deviating, or additional terms of the Buyer, including purchase terms, supplier manuals, portal terms, codes of conduct, or terms printed on purchase orders, shall not apply unless expressly accepted by AAE in writing.

1.4 Acceptance of goods, payment of invoices, or commencement of performance shall constitute acceptance of these Terms to the extent legally permissible.

1.5 These Terms shall also apply to all future business with the Buyer, even if not referred to again in each individual transaction.

2. Quotations, Orders, and Contract Formation

2.1 All quotations issued by AAE are non-binding unless expressly stated to be binding in writing.

2.2 A contract shall become binding only upon AAE’s written order confirmation, written acceptance, or commencement of performance.

2.3 Orders placed by the Buyer may not be cancelled, changed, postponed, or reduced without AAE’s prior written consent.

2.4 Any accepted cancellation, change, postponement, or reduction may be subject to reimbursement of all costs, expenses, committed materials, work in progress, tooling, engineering time, administrative costs, and reasonable loss incurred by AAE.

2.5 Technical descriptions, drawings, samples, dimensions, weights, quantities, capacities, performance data, and other product information are approximate unless expressly confirmed as binding in writing.

2.6 AAE may make technically necessary or commercially reasonable modifications, provided such modifications do not materially impair the agreed function of the goods.

3. Prices

3.1 Prices shall be as stated in AAE’s quotation, order confirmation, or invoice.

3.2 Unless expressly agreed otherwise in writing, prices are exclusive of VAT, withholding tax, customs duties, import charges, transportation, insurance, packaging, bank charges, inspection fees, certification costs, and any other taxes, duties, or charges.

3.3 Any taxes, duties, bank fees, transfer charges, withholding taxes, currency conversion costs, or similar charges arising in connection with payment, import, resale, or use of the goods shall be borne by the Buyer unless expressly agreed otherwise in writing.

3.4 If material cost factors change after quotation or order confirmation, including raw materials, components, freight, packaging, energy, exchange rates, labor, subcontractor costs, duties, taxes, or regulatory charges, AAE may adjust prices to the extent legally permissible and commercially reasonable.

3.5 If the Buyer does not accept a reasonable price adjustment for future or undelivered quantities, AAE may suspend or cancel the affected part of the order without liability.

4. Payment Terms

4.1 Payment terms shall be as stated in AAE’s quotation, order confirmation, or invoice.

4.2 Unless otherwise agreed in writing, invoices are payable in full, without deduction, set-off, withholding, or counterclaim, within the payment period stated on the invoice.

4.3 Payment shall be deemed made only when the full invoiced amount has been received in cleared funds in AAE’s designated bank account.

4.4 All bank charges, transfer fees, intermediary bank fees, withholding taxes, currency conversion costs, or similar charges shall be borne by the Buyer unless otherwise agreed in writing.

4.5 If the Buyer is required by law to deduct or withhold any amount from a payment, the Buyer shall gross up the payment so that AAE receives the full amount that would have been received without such deduction or withholding, unless prohibited by applicable law.

4.6 If the Buyer fails to pay when due, AAE may, without prejudice to any other rights, suspend performance, withhold shipment, stop goods in transit, require advance payment, require security, cancel credit terms, or terminate affected orders.

4.7 Late payments shall bear default interest at the maximum rate permitted by applicable law, or, if lower, at the rate stated in AAE’s invoice or quotation, from the due date until full payment.

4.8 The Buyer shall reimburse AAE for reasonable costs of collection, including legal fees, court fees, arbitration fees, debt collection costs, and internal administrative costs, to the extent legally permissible.

4.9 AAE may allocate payments received from the Buyer to the oldest outstanding debt, interest, costs, or any other outstanding amount at AAE’s reasonable discretion.

5. Delivery and Lead Times

5.1 Delivery dates and lead times are estimates unless expressly confirmed as binding in writing by AAE.

5.2 Lead times shall commence only after all technical, commercial, financial, and logistical details have been clarified and all required advance payments, deposits, approvals, samples, materials, documents, data, artwork, tooling, permits, and instructions have been received by AAE.

5.3 Partial deliveries and partial invoices are permitted where commercially reasonable.

5.4 AAE shall not be responsible for delays caused by the Buyer, suppliers, carriers, customs authorities, government authorities, force majeure events, late approvals, incomplete information, technical changes, payment delays, or circumstances beyond AAE’s reasonable control.

5.5 If delivery is delayed for reasons attributable to the Buyer, AAE may store the goods at the Buyer’s risk and expense and invoice the goods as if delivered.

5.6 A delay in delivery shall entitle the Buyer to terminate only the affected undelivered part of the order if the delay is material, AAE is responsible for the delay, and the Buyer has first granted AAE a reasonable written extension period which has expired without delivery.

5.7 The Buyer shall not be entitled to claim indirect, consequential, punitive, special, production-related, or loss-of-profit damages due to delay.

6. Shipment, Risk, and Incoterms

6.1 Delivery terms shall be interpreted in accordance with the Incoterms® 2020 rules specified in AAE’s quotation, order confirmation, invoice, or other commercial document.

6.2 The agreed Incoterm shall apply only if both the Incoterm rule and the named place are stated.

6.3 Unless otherwise agreed in writing, or if no valid Incoterm and named place are specified, delivery shall be Ex Works AAE’s facility, Chiang Mai, Thailand, Incoterms® 2020.

6.4 Risk of loss or damage shall pass to the Buyer in accordance with the agreed Incoterm.

6.5 If shipment, collection, export, import, customs clearance, or delivery is delayed for reasons attributable to the Buyer, risk shall pass to the Buyer when the goods are ready for dispatch or collection.

6.6 Unless expressly agreed otherwise in writing, AAE is not responsible for transport insurance. The Buyer is responsible for arranging sufficient insurance from the point at which risk passes.

7. Buyer’s Duties and Cooperation

7.1 The Buyer shall provide all specifications, drawings, samples, forecasts, approvals, testing criteria, labeling requirements, compliance information, import requirements, end-use information, packaging instructions, and other necessary instructions in a timely, complete, accurate, and lawful manner.

7.2 The Buyer is responsible for ensuring that all Buyer-provided specifications, materials, artwork, data, designs, components, tools, and instructions are accurate, lawful, suitable for the intended purpose, and do not infringe third-party rights.

7.3 Any delay, defect, error, rejection, rework, additional cost, or liability caused by incomplete, incorrect, late, unlawful, or unsuitable information, materials, or instructions from the Buyer shall be borne by the Buyer.

7.4 The Buyer shall promptly review and approve samples, drawings, specifications, inspection plans, and other documents submitted by AAE. Delay in approval shall extend delivery times accordingly.

7.5 The Buyer shall inform AAE in writing of any special legal, regulatory, safety, technical, labeling, testing, import, or end-use requirements before order confirmation.

8. Tooling, Samples, and Development Work

8.1 Unless otherwise agreed in writing, tooling, molds, fixtures, jigs, dies, prototypes, engineering samples, drawings, designs, programming, testing, process development, and development work are charged separately.

8.2 Even where the Buyer contributes to tooling, development, or setup costs, ownership of tooling, molds, fixtures, jigs, dies, production know-how, process methods, and related intellectual property shall remain with AAE unless expressly agreed otherwise in writing.

8.3 Tooling, molds, fixtures, jigs, dies, samples, and development work shall not be transferred, released, copied, reverse engineered, or used for third-party production without AAE’s prior written agreement.

8.4 AAE may retain possession of tooling and development materials until all amounts owed by the Buyer have been paid in full.

8.5 Sample approval by the Buyer confirms approval of the sample condition but does not remove the need for agreed production tolerances, inspection criteria, process controls, or acceptance standards.

8.6 If tooling or materials supplied by the Buyer are used, the Buyer remains responsible for their suitability, accuracy, safety, legality, maintenance condition, and non-infringement of third-party rights.

9. Inspection, Acceptance, and Claims

9.1 The Buyer shall inspect the goods without undue delay upon receipt.

9.2 Visible defects, quantity shortages, transport damage, wrong deliveries, or other apparent non-conformities must be notified to AAE in writing within 7 business days after delivery.

9.3 Hidden defects must be notified to AAE in writing without undue delay after discovery and in any event within the applicable warranty period.

9.4 Any claim notice must describe the alleged defect in reasonable detail and include relevant evidence, such as photographs, inspection reports, batch numbers, delivery documents, and affected quantities.

9.5 Claims not made within the above periods shall be deemed waived to the extent legally permissible.

9.6 Rejected goods may not be returned, repaired, scrapped, reworked, or disposed of without AAE’s prior written authorization.

9.7 The Buyer shall preserve alleged defective goods and give AAE a reasonable opportunity to inspect, test, sort, repair, or replace them.

9.8 Use, resale, processing, installation, modification, or disposal of goods after the Buyer knew or should have known of a defect may be treated as acceptance of the goods to the extent legally permissible.

10. Quality and Warranty

10.1 AAE warrants that the goods will materially conform to the agreed written specifications at the time risk passes to the Buyer.

10.2 Unless otherwise agreed in writing, the warranty period shall be 12 months from the date risk passes to the Buyer.

10.3 The warranty applies only to defects existing at the time risk passes to the Buyer and notified in accordance with Section 9.

10.4 Minor deviations customary in trade, technically unavoidable deviations, reasonable production tolerances, or deviations that do not materially impair the agreed use of the goods shall not constitute defects.

10.5 In the event of a justified defect claim, AAE may, at its option, repair the goods, replace the goods, rework the goods, supply missing quantities, or issue an appropriate credit.

10.6 The remedies stated in Section 10.5 shall be the Buyer’s exclusive remedies for defective goods to the maximum extent permitted by applicable law.

10.7 Warranty claims do not apply where defects result from improper handling, storage, transportation, installation, use, maintenance, cleaning, modification, repair, combination with other products, normal wear and tear, excessive load, unsuitable environment, or Buyer-provided design, material, tooling, data, or instruction errors.

10.8 AAE gives no warranty that the goods are suitable for a particular purpose unless such purpose has been expressly accepted by AAE in writing.

10.9 No employee, agent, distributor, or representative of AAE is authorized to give warranties beyond those expressly stated in writing by AAE.

11. Limitation of Liability

11.1 AAE shall be liable only for direct damages caused by AAE’s proven breach of contract.

11.2 To the maximum extent permitted by applicable law, AAE shall not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profit, loss of revenue, loss of production, production downtime, recall costs, line stoppage costs, loss of business opportunity, loss of goodwill, reputational loss, penalties imposed by third parties, or claims by the Buyer’s customers.

11.3 AAE’s total aggregate liability arising out of or in connection with any order, delivery, product, service, tooling, sample, or transaction shall not exceed the net contract value of the affected goods or services giving rise to the claim.

11.4 The limitations of liability shall apply regardless of the legal basis of the claim, including contract, tort, negligence, warranty, indemnity, strict liability, or otherwise.

11.5 Nothing in these Terms excludes or limits liability where exclusion or limitation is not permitted by applicable law, including liability for fraud, willful misconduct, or any other liability that cannot lawfully be excluded or limited.

11.6 The Buyer shall take reasonable steps to mitigate any loss, damage, cost, or expense.

12. Retention of Title

12.1 Delivered goods shall remain the sole property of AAE until AAE has received full payment of all amounts due in connection with the relevant goods.

12.2 Until full payment, the Buyer shall hold the goods on behalf of AAE and shall keep them identifiable, properly stored, insured, protected from damage, and free from liens, pledges, encumbrances, or third-party rights.

12.3 Until full payment, the Buyer shall not sell, transfer, pledge, assign, process, combine, consume, dispose of, or otherwise deal with the goods in a way that may impair AAE’s ownership rights, unless expressly permitted by AAE in writing.

12.4 If the Buyer fails to pay when due, becomes insolvent, suspends payment, enters restructuring, liquidation, receivership, bankruptcy, or similar proceedings, or otherwise breaches these Terms, AAE may demand return of unpaid goods and may enter the Buyer’s premises, to the extent legally permissible, to repossess them.

12.5 The Buyer shall provide all assistance and documentation reasonably required to protect, evidence, register, or enforce AAE’s rights in the goods or proceeds.

12.6 If the goods are processed, combined, mixed, resold, or transferred before full payment in breach of these Terms, the Buyer shall hold any resulting goods, receivables, proceeds, or claims on behalf of AAE to the extent legally permissible.

13. Intellectual Property and Confidentiality

13.1 All drawings, designs, specifications, calculations, samples, quotations, price lists, cost information, process information, technical documents, software, know-how, tooling concepts, and production methods supplied or developed by AAE remain AAE’s property and confidential information unless expressly agreed otherwise in writing.

13.2 The Buyer shall not disclose, copy, reproduce, reverse engineer, modify, distribute, or use AAE’s confidential, commercial, or technical information for any purpose outside the business relationship without AAE’s prior written consent.

13.3 Intellectual property rights existing before an order or developed independently of a specific customer order shall remain with the respective owner.

13.4 No transfer or license of intellectual property rights is granted except to the extent expressly agreed in writing.

13.5 The Buyer warrants that any specifications, drawings, designs, materials, artwork, trademarks, data, or instructions supplied by the Buyer do not infringe third-party rights.

13.6 The Buyer shall indemnify and hold AAE harmless from claims, losses, damages, costs, and expenses arising from infringement or alleged infringement caused by Buyer-provided specifications, materials, artwork, data, designs, or instructions.

13.7 The confidentiality obligations shall survive termination or completion of the business relationship for 5 years, and for trade secrets for as long as they remain trade secrets under applicable law.

14. Compliance, Export Control, and Sanctions

14.1 The Buyer shall comply with all applicable laws, regulations, sanctions, export control rules, import requirements, anti-bribery laws, anti-money laundering laws, tax laws, and product compliance requirements relevant to the purchase, transfer, resale, import, export, and use of the goods.

14.2 The Buyer shall obtain and maintain all permits, approvals, certifications, registrations, licenses, and authorizations required for import, resale, distribution, installation, or end use in the destination country, unless expressly agreed otherwise in writing.

14.3 The Buyer shall not sell, export, re-export, transfer, divert, or use the goods in violation of applicable sanctions, export controls, or end-use restrictions.

14.4 The Buyer shall provide accurate end-user, destination, and end-use information upon request.

14.5 AAE may refuse, suspend, or cancel performance without liability if AAE reasonably believes that a transaction may violate applicable law, sanctions, export controls, or compliance requirements.

15. Force Majeure

15.1 AAE shall not be liable for delay or non-performance caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, strikes, utility failures, cyber incidents, transport disruption, port congestion, supply shortages, raw material shortages, machinery breakdown beyond reasonable control, export or import restrictions, customs delays, government action, sanctions, or failures of suppliers or subcontractors caused by such events.

15.2 Delivery times and performance obligations shall be extended for the duration of the disruption and a reasonable restart period.

15.3 AAE shall notify the Buyer of a force majeure event within a reasonable time after becoming aware of it.

15.4 If the disruption continues for more than 90 days, either party may terminate the affected undelivered portion of the order by written notice, without liability for such termination.

15.5 The Buyer shall remain liable for goods already delivered, work already performed, committed materials, tooling, and non-cancellable costs incurred before termination.

16. Suspension and Termination

16.1 AAE may suspend performance, withhold shipment, or terminate affected orders if the Buyer fails to pay when due, breaches these Terms, fails to provide required information or approvals, becomes insolvent, enters bankruptcy, liquidation, receivership, restructuring, or similar proceedings, or if AAE reasonably determines that the Buyer’s financial condition creates a material payment risk.

16.2 Upon suspension or termination, the Buyer shall immediately pay all outstanding invoices and reimburse AAE for work performed, committed materials, work in progress, tooling, subcontractor costs, cancellation costs, and other reasonable costs incurred in connection with the affected order.

16.3 Termination shall not affect rights and obligations accrued before termination.

17. Governing Law and Dispute Resolution

17.1 These Terms and all contracts between AAE and the Buyer shall be governed by the laws of Thailand, excluding conflict of law rules.

17.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.3 Unless otherwise agreed in writing, any dispute, controversy, or claim arising out of or in connection with these Terms, any quotation, order, delivery, product, service, or business relationship between AAE and the Buyer shall first be discussed in good faith by senior representatives of both parties.

17.4 If the dispute is not resolved within 30 days after written notice of dispute, AAE may elect, at its sole discretion, either:

(a) to submit the dispute to the courts of competent jurisdiction at AAE’s registered office in Thailand; or
(b) to submit the dispute to arbitration in Bangkok, Thailand, in the English language, before one arbitrator, under arbitration rules agreed by the parties or, failing agreement, under the rules of a competent Thai arbitration institution.

17.5 AAE may bring proceedings against the Buyer at the Buyer’s place of business or in any jurisdiction where the Buyer has assets.

17.6 Nothing in this Section prevents AAE from seeking interim, injunctive, protective, or conservatory measures from any competent court.

18. Priority of Documents

18.1 In case of conflict, the following order of priority shall apply unless expressly agreed otherwise in writing:

(a) AAE’s written order confirmation;
(b) AAE’s quotation, but only to the extent accepted by AAE;
(c) these Terms;
(d) technical specifications expressly accepted by AAE in writing;
(e) any other documents.

18.2 Buyer purchase orders, purchase terms, portal terms, or similar documents shall not override these Terms unless expressly accepted by AAE in writing.

19. Notices

19.1 Notices under these Terms shall be made in writing and delivered by hand, courier, registered mail, or email to the addresses stated in the quotation, order confirmation, invoice, or company details below.

19.2 Email notices shall be deemed received when sent, unless the sender receives an automated delivery failure message.

19.3 The Buyer shall promptly notify AAE of any change in address, email address, company registration details, tax details, or authorized contact persons.

20. Final Provisions

20.1 Any amendment, supplement, waiver, or deviation from these Terms must be made in writing.

20.2 Written form includes signed documents, email confirmation, or other electronic communication expressly accepted by AAE, unless stricter form is required by applicable law.

20.3 If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

20.4 The invalid, illegal, or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as legally possible to the commercial purpose of the original provision.

20.5 Failure by AAE to enforce any provision shall not constitute a waiver of that provision or any other right.

20.6 The Buyer may not assign, transfer, or subcontract any rights or obligations under any contract with AAE without AAE’s prior written consent.

20.7 AAE may assign receivables or transfer rights and obligations to an affiliated company, successor, financing provider, or purchaser of substantially all relevant business assets.

20.8 The English version of these Terms shall prevail over any translation.

21. Company Details

Advanced ID Asia Engineering Co., Ltd.
116 Moo 3, T. Maekhue, A. Doi Saket
Chiang Mai 50220
Thailand

Email: info [at] aae.co.th
Phone: +66 5338 7316-7
Phone: +66 5338 6231 Ext. 101