Agreement on ______ Purchase

Documents Required for Agreement Juristic Person 1. Company / Partnership 1.1 Copy of Personal Identity Card 1.2 Copy of Household Registration 1.3 In case of empowerment, Power of Attorney, Copy of Personal Identity Card and of Household Registration of appointee are required 1.4 Certification Document of Partnerships and Companies Registration Office (not exceeding six months from the date of issue) 2. Cooperative / Cooperative Assembly 2.1 Copy of Personal Identity Card 2.2 Copy of Household Registration 2.3 In case of empowerment, Power of Attorney, Copy of Personal Identity Card and of Household Registration of appointee are required 2.4 Copy of Certificate of the Registration of Cooperative/Cooperative Assembly 2.5 Minutes or Rules and Regulations of Cooperative/Cooperative Assembly (Bearing authorized person’s name, who signs and binds Cooperative/Cooperative Assembly) 3. Group of Farmers 3.1 Copy of Personal Identity Card 3.2 Copy of Household Registration 3.3 In case of empowerment, Power of Attorney, Copy of Personal Identity Card and of Household Registration of appointee are required 3.4 Copy of Certification of the Groups of Farmers 3.5 Minutes or Rules and Regulations of the Group of Farmers (Bearing authorized person’s name, who signs and binds the Groups of Farmers) -2Natural Person 1. Copy of Personal Identity Card; or Government Official Card; or Government Enterprise Official Card 2. Copy of Household Registration Agreement on _____________ Purchase (Product Name) This Agreement is made at _________________ No. ______; Moo _____; ___________ Road; ______________ Sub-district; ________________ District; _____________ Province; on ____________ , ______ between _____________ _________________________________________________________________ (Name-Surname / Company / Partnership / Cooperative / Groups of Farmers / etc.) No. ______; Moo ______; ___________ Road; ________________Sub-district; _______________ District; ____________ Province represented by __________ ________________________________ who signs and binds a juristic person as (Name of Authorized Person) stipulated in ______________________________________________________ (Certification Document of Partnerships and Companies Registration Office / Minutes of Cooperative, etc.) dated ____________, _______ attached hereto, hereinafter called the “Buyer” of one part; and _____________________________________________________ (Name-Surname / Company / Partnership / Cooperative / Groups of Farmers / etc.) No. ______; Moo ______; ___________ Road; ________________Sub-district; _______________ District; ____________ Province represented by __________ ________________________________ who signs and binds a juristic person as (Name of Authorized Person) stipulated in ______________________________________________________ (Certification Document of Partnerships and Companies Registration Office / Minutes of Cooperative, etc.) dated ____________, _______ attached hereto, hereinafter called the “Seller” of the other party. Both parties agree as follows: Clause 1. The Seller agrees to sell _______________________________ (Product Name) hereinafter called the “Product” and the Buyer agrees to buy the Product produced by the Seller, the details of quality, standard, quantity, price and period of purchase and sale of the Product are as appear in attached Appendix I. Clause 2. The Seller agrees to deliver the Product in Clause 1 of the Agreement, the details of delivery period and delivery place are as appear in attached Appendix II. -2- Clause 3. At the time the Buyer receives the Product as detailed in Clause 2 of the Agreement , the Buyer shall examine to determine the correctness of the Product . The Buyer shall immediately make payment to the Seller, the terms of payment are as appear in Detail No. 1 in attached Appendix III. In a case where the Buyer does not immediately make payment to the Seller for the Product as stipulated in the first paragraph of this Clause, the Buyer shall issue evidence of receipt of the Product to the Seller. Such evidence, at least, shall describe the product name, the Seller’s name, the Buyer’s name, quantity, size, quality, price, amount, date of delivery of the product and date of making payment to the Seller. Upon said evidence of receipt, the Buyer shall sign and affix the Buyer’s seal (if any) to such evidence in order that the Seller can later use this evidence to receive payment from the Buyer, according to the details of payment in Detail No. 2 are as appear in attached Appendix III. Clause 4. When a force majeure as stipulated in attached Appendix IV occurs which causes the Seller to be unable to deliver the Product, within the delivery period and at the delivery place as stipulated in Clause 2 of the Agreement or the Buyer can not receive the Product either in whole or in part, the party who suffers from such force majeure shall immediately inform, by written notice, the other party of such force majeure. When such force majeure elapses, both parties shall re-agree as detailed in attached Appendix V and both parties shall abide by such agreement. Clause 5. Where the Seller delivers the Product at less than _____ per cent (___________) of the Product as stipulated in Clause 1 of the agreement, the Buyer may reject it; but if the Buyer accepts it, the Buyer shall pay the proportionate price and the Buyer is entitled to fine the Seller for the shortfall in amount of _______ Baht (______________) per one kilogram. Clause 6. Where the Seller delivers the Product as agreed in Clause 1 of the Agreement but part is below the quality or standard of the Product which is not the same as the Product as agreed in this Agreement, the Buyer may accept the Product as agreed only and reject the rest; or the Buyer may reject the whole; except where the amount of the delivered Product as agreed is not less than _________ (__________) per cent of the amount as specified in Clause 1 of the Agreement, then the Buyer shall accept the amount delivered. -3- Clause 7. Where the Seller correctly delivers an amount of Product as specified in Clause 1 of the Agreement but the Buyer accepts the Product for less than the amount as specified in Clause 1 of the Agreement, the Seller is entitled to fine the Buyer for the shortfall in amount of _____________ (______________) Baht per one kilogram. Clause 8. If any party asserts that the other party does not abide by this Agreement, or fails to perform any clause in this Agreement, the party who asserts as such shall propose a case to the Board of Dispute Decision, which consists of the Buyer, the Seller or the Buyer’s representative or the Seller’s representative as the case maybe, and 3 representatives from the related official departments appointed from the list as appears in the attached Appendix VI to arbitrate. The award of the Board of Dispute Decision is final and both parties shall abide by the award of the Board of Dispute Decision. If any party does not abide by the award which states that such party has breached any clause in the Agreement, the other party is entitled to immediately terminate this Agreement, and to fine the dissenting party for the amount of the Product as purchased in Clause 1 of the Agreement in the amount of _______ Baht per one kilogram. Clause 9. The following Appendixes shall be deemed an integral part of this Agreement. 9.1 Appendix I…. Detail of quality, standard, quantity, price and period of purchase and sale of the Product totaling _______ pages; 9.2 Appendix II… Detail of delivery period and delivery place of the Product totaling _______ pages; 9.3 Appendix III… Detail of payment of the Product totaling _______ pages; 9.4 Appendix IV…. Detail of force majeure totaling ________ pages; 9.5 Appendix V…. Detail of performance when the force majeure elapses totaling ________ pages 9.6 Appendix VI… Detail of list of the Board of Dispute Decision totaling _________ pages 9.7 ……etc. …. -4- If any detail in the above Appendixes is inconsistent with any clause in the Agreement, the clause in the Agreement shall prevail and bind and if any detail in the above Appendixes is inconsistent, both parties shall abide by the award of the Board of Dispute Decision. This Agreement is made with 3 copies having identical contents, both parties have read and thoroughly understood the contents hereof and have hereby signed their names and affixed their seal (if any) in the presence of witnesses, and each retains one copy and one copy is given to the Department of Internal Trade for keeping as evidence. Signed ____________________________ the Buyer (___________________________) Signed ____________________________ the Seller (___________________________) Signed ____________________________ witness (___________________________) Signed ____________________________ witness (___________________________) Form Sor. Phor. 1 Appendix I Quality, standard, quantity, price and period of the purchase and sale of the Product Item 1 Quality and standard of the Product _________________________________________________________________ _________________________________________________________________ Item 2 Both parties agree to purchase the Product according to Clause 1 of the Agreement as follows : Period of the purchase and sale Standard (class/quality/size) Quantity (kg.) Price (Baht/kg.) Total (Baht) Note Both parties agree to adjust the product price by increasing the price above the market price on the delivery date at the rate not exceeding _____________% (______________) of the price according to Clause 1 of the Agreement. Form Sor. Phor. 2 Appendix II Detail of period and place to deliver the Product according to the standard of the Product Delivery period Standard (class/quality/size) Quantity (kg.) Place of delivery Note Form Sor. Phor. 3 Appendix III Payment for the Product 1. When receiving the Product, make payment immediately. 2. Make payment after receiving the Product as follows: 2.1 Schedule of payment: Schedule of payment 1.1) 1st installment, the amount of Baht _________ within ________ day of ___________ __________ 1.2) 2nd installment, the amount of Baht ________ within ________ day of ____________ ___________ 1.3) 3rd installment, the amount of Baht _________within ________ day of ___________ ___________ 2.1) 1st installment, the amount of Baht _________ within ________ day of ___________ ____________ 2.2) 2nd installment, the amount of Baht ________ within _______ day of ___________ ___________ 2.3) 3rd installment, the amount of Baht ________ within ________ day of ___________ ___________ Delivery period 1) _________ day of __________ _________ to _________ day of _________ _________ 2) __________ day of ________ ________ to __________ day of ________ ________ 2.2 1) Method of the payment The Buyer shall transfer the payment for the Product price via the bank notified to the Buyer by the Seller. If the Seller is the Farmer Institution, the Buyer shall transfer the payment to such Farmer Institution. In a case where the Buyer transfers the payment for the Product to the account of the Farmer Institution, a representative of the Farmer Institution shall be responsible to make payment for the Product back to each farmer. 2) -2- 3) If the Buyer does not transfer the payment for the Product to the account for the outstanding amount or the amount transferred is insufficient, and the date of payment pursuant to Detail No. 2.1 elapses, the Buyer agrees to pay interest to the Seller at the rate of ________% (___________) per annum of the outstanding amount of each installment until the Buyer shall completely make payment to the Seller. Appendix IV Force majeure Force majeure according to Clause 4 of the Agreement shall be as follows: 1. War, fight, rebellion, revolution, civil unrest, overthrow of the Government, or riot; 2. Flood, storms, fires or other natural disasters; 3. Plant disease or severe weed epidemic 4. Variation of atmosphere or of environment or production factors which affect directly or indirectly to agriculture; 5. Lock-out or strike according to the causes under the Law of Labour Protection; 6. Other force majeures such as robbery, transportation. Appendix V The performance when the force majeure elapses If the force majeure elapses before, during, or after the delivery period, both parties shall perform as follows : Case 1. Force majeure occurred to the Seller The Seller shall deliver the Product for as much quantity as the Seller can produce, and the Buyer shall accept the delivered quantity of the Product from the Seller pursuant to the agreed price, as stipulated in Clause 1 of the Agreement, and to the detail as agreed between the Seller and the Buyer. Case 2. Force majeure occurred to the Buyer The Buyer shall accept the Product for as much quantity as the Buyer can accept, and the Seller shall deliver the quantity of the Product accepted by the Buyer, at the price stipulated in Clause 1 of the Agreement, and to the detail as agreed between the Seller and the Buyer. The details agreed by the Seller and the Buyer are as follows : Delivery period/ Acceptance period Standard of the Product (class/ quality/ size) Approximate quantity of delivery/ acceptance Price/kg. (Baht) Approxima -te Product price (Baht) Delivery place/ Acceptance place Payment ______ day of _______ _______ to ______ day of _______ _______ 1st installment ________ Baht within _______ day of _______ __________ 2nd installment ________ Baht within _______ day of _______ __________ 3rd installment ________ Baht within _______ day of _______ __________ -2- The process of the payments shall be according to the requirement and methods as shown in Clause 3 of the Agreement. Appendix VI The lists of the Board of Dispute Decision Both parties agree that the following lists shall form as the Board of Dispute Decision to this Agreement and the award from the Board of Dispute Decision shall be final. 1. ______________________________________ Seller / Representative (Mr. / Mrs. / Miss. / Title) 2. ______________________________________ Buyer / Representative (Mr. / Mrs. / Miss. / Title) 3. ______________________________________ Official Representative (Provincial Public Prosecutor / Officer from Provincial Agriculture and Cooperative Department / Officer from Provincial Commerce Department / Officer from Provincial Agriculture Department or from District Agriculture Department / Officer from Provincial Cooperative Department or from District Cooperative Department / Chief of Provincial Internal Trade, etc.) (The Department of ______________________) 4. ______________________________________ Official Representative (Provincial Public Prosecutor / Officer from Provincial Agriculture and Cooperative Department / Officer from Provincial Commerce Department / Officer from Provincial Agriculture Department or from District Agriculture Department / Officer from Provincial Cooperative Department or from District Cooperative Department / Chief of Provincial Internal Trade, etc.) (The Department of ______________________) -2- 5. ______________________________________ Official Representative (Provincial Public Prosecutor / Officer from Provincial Agriculture and Cooperative Department / Officer from Provincial Commerce Department / Officer from Provincial Agriculture Department or from District Agriculture Department / Officer from Provincial Cooperative Department or from District Cooperative Department / Chief of Provincial Internal Trade, etc.) (The Department of ______________________) Note : No. 3-5 of the Board of Dispute Decision should be the representatives by their positions. (Garuda Emblem) The Regulation of the Department of Internal Trade to promote the making of the Agreement Market for the purchase of agricultural products B.E. 2542 (1999) __________________________________ The promotion and support of the Agreement Market is for the sale and purchase of agricultural products between, on the one side, farmers, groups of farmers, cooperatives and other sellers and, on the other side, processing industrial factories, exporters and other buyers, using the standard agreement created by the Department of Internal Trade, in order to create fairness in purchase and sale of the products between the parties. The farmers may then plan their production, have new alternatives to sell their products, in order to guarantee their income from the sale of their products. The processing industrial factories and exporters can suitable plan the market, and the bureaucracy can promote and support equal negotiation and compromise for the benefit of all related parties. The Department of Internal Trade has stipulated the Regulations to promote the making of the Agreement Market to purchase agricultural products B.E. 2542 (1999). The details are as following : Clause 1. This Regulation is called the “Regulation of the Department of Internal Trade to promote the making of the Agreement Market to purchase agricultural products B.E. 2542 (1999)” Clause 2. The Regulation shall come into force after the announcement date. Clause 3. In this Regulation : “making of the Agreement Market” means the purchase of the agricultural products between sellers on one side including farmers, groups of -2- farmers or cooperatives established according to the law of such matter and other sellers and buyers on the other side including processing industrial factories, exporters and other buyers both sides having a written agreement indicating the terms about the production and marketing of the agricultural products according to the standard agreement specified by the Department of Internal Trade. “standard agreement” means the form of the agreement, specified by the Department of Internal Trade, that is examined by the Office of the Public Prosecutor attached hereto. “Agricultural product” means a product from agriculture and a product from processing an agricultural product. “Processing industrial factory” means the industrial factory that processes an agricultural product. “Exporter” means the exporter of an agricultural product and includes the representative of the exporter. Clause 4. Farmers, groups of farmers, cooperatives and other buyers on the one side and the processing industrial factories, exporters and other buyers on the other side who wish to enter into an agreement to purchase agricultural products among themselves, or the said parties agree to re-negotiate between themselves according to the standard agreement attached hereto, shall inform of their intentions to the Department of Internal Trade, or the Internal Trade Office in the relevant province where the agreement shall be made, for due consideration and performance upon said intentions. Clause 5. When making a standard agreement, according to Clause 4, the Market Promotion and Development Division and/or the Internal Trade Office in the relevant province shall arrange for the parties concerned to meet and settle the details of the agreement and to take care and facilitate such process to the justification and acceptance of all parties. Clause 6. When making a standard agreement, the parties shall set the Board of Dispute Decision to arbitrate any disputes. The Board of Dispute Decision shall consist of the seller or its representative, the buyer or its -3- representative and 3 representatives from the related official departments to arbitrate the disputes relating to the agreement between both parties. The award of the Board of Dispute Decision shall be final. Clause 7. The Market Promotion and Development Division and the Internal Trade Office in the relevant province shall inspect the execution of the standard agreement, supervise, advise and provide the information to the parties, or cooperate with a financial institution to support the fund, and compromise and negotiate the dispute at the primary stage. Clause 8. The Director of the Market Promotion and Development Division shall take the Office according to this Regulation. Announced on August 18, B.E. 2542 (1999) First lieutenant - Signature Suchai Chaovisit Director General of the Department of Internal Trade