Terms and conditions of sale

1. INTERPRETATION
1.1 IN THESE CONDITIONS:
‘Buyer’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
‘Goods’ means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
‘Seller’ means ITOS CO., LTD (Company Registration No. 2200970442) whose registered office is at 5F, Seokam Bldg., 25 Teheran-ro, Yeoksam-dong,
Gangnam-gu, Seoul 06132 KOREA.
‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms
and conditions agreed in writing between the Buyer and the Seller;
‘Contract’ means the contract for the purchase and sale of the Goods;
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the
relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any

the written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions: which subject as provided below shall govern the

Contract to the entire exclusion of any other terms and conditions.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorized to make any representations or inducements of any sort concerning the Goods unless confirmed by the

Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations

or inducements that are not so confirmed.

2.4 Any advice or recommendation is given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use

of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly, the Seller shall not be

liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or

information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.6 Each Contract shall be on the basis that it is a special order of goods.

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorized representative.

3.2 The Buyer alone shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the

Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in

accordance with its terms.

3.3 The quantity, quality, and description of and any specification for the Goods shall be those set out in the Seller’s quotation, or reasonably approximate thereto

in the circumstances (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the

Buyer shall indemnify the Seller against all loss, damages, costs, and expenses awarded against or incurred by the Seller in connection with or paid or agreed

to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights

of any other person which results from the Seller’s use of the Buyer’s specification.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory

requirements or, where the Goods are to be supplied to the Seller’s specification, which does not materially affect their quality or performance.

3.6 Subject to clause 3.7 no order which has been accepted by the Seller may be canceled by the Buyer except with the agreement in writing of the Seller and on

terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all layout and materials used),

damages, charges and expenses incurred by the Seller as a result of cancellation.

3.7 The Buyer may cancel the order hereby made without liability by notice in writing delivered to the Supplier at its address shown on the order form on or after

the cancellation date but before such delivery takes place or the Goods have left Seller’s premises whichever is the sooner.

4. PRICE OF THE GOODS

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s

published price list current at the date of acceptance of the order. All prices quoted are valid for 15 days only or until earlier acceptance by the Buyer, after

which time they may be altered by the Seller without giving notice to the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to

the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation,

alteration of duties, a significant increase in the costs of labor, materials or other costs of manufacture), any change in delivery dates, quantities or

specifications for the Goods which is requested by the Buyer, or any delay caused by an instruction of the Buyer or failure of the Buyer to give the Seller

adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and

the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the

Buyer shall be liable to pay the Seller’s charges for transport, packaging, and insurance.

4.4 The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the buyer for the price of the Goods on or

at any time after delivery of the Goods, or the Goods have left Seller’s premises whichever is the sooner unless the Goods are to be collected by the Buyer or

the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller

has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2 The Buyer shall pay the invoice for the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within the terms as stated on

the invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the

invoice shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled

to:

5.3.1 cancel the contract or suspend any further deliveries to the Buyer;

5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as

the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

6. DELIVERY

6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the

Goods are ready for collection or if some other place for delivery is agreed by the Seller, by the Seller delivering or rendering delivery of the Goods to that place.

6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods or consequential loss

howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller n writing. The Goods may be delivered by the Seller in

advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 5 percent more or 5 percent less than the quantity

ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

6.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of

the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the

Contract as a whole is repudiated. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the

Buyer’s fault and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest

available market) of similar goods to replace those not delivered over the price of the Goods.

6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason

of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the

Seller, the Seller may:

6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess

over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the

Goods, the time when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions the property in the Goods shall not pass to the Buyer

until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer

for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the seller’s fiduciary agent and bailee and shall keep the

Goods separate from those of the Buyer and third parties and properly stored, protected and insured, and identified as the Seller’s property. Until that time the

Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but not to change the nature of the Goods or amalgamate them with

other goods. The Buyer shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance

proceeds, and shall keep all such proceeds separate from any amounts of money or property of the Buyer and third parties and, in the case of tangible

proceeds, properly stored, protected and insured. Until such an account is made, the Seller shall have a paramount lien over such proceeds.

7.4 Until such time as the property in the Goods passes to the Buyer (whether or not the Goods are still in separate existence and have not been resold), the Seller

shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of

the Buyer or any third party where the Goods are stored and repossess the Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the

Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become

due and payable.

8. INDEMNITY

8.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark, or other industrial

or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs, and expenses awarded against or

incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

8.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;

8.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

8.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of the Seller

(which shall not be unreasonably withheld);

8.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such

infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use

its best endeavors to do);

8.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for all damages and costs (if any) awarded in favor of the

Buyer which is payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in

respect of any such claim; and

8.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably

require to mitigate or reduce any such loss, damages, costs, or expenses for which the Seller is liable to indemnify the Buyer under this clause.

9. INTELLECTUAL PROPERTY

9.1 All specifications, patents, designs, trademark, or other industrial or intellectual property rights (“the Intellectual Property”) supplied by the

Seller to the Buyer shall remain the property of the Seller and shall be returned to the Seller on request. Should the Buyer fail so to return any of such items,

then the Buyer shall be liable for any loss or expense thereby suffered or incurred by the Seller.

9.2 The Buyer recognizes the Seller’s title to the Intellectual Property and shall not claim any rights title or interest in the Intellectual Property or any part of it save

as is granted by the Seller;

9.3 The Buyer shall not register or use any of the Intellectual Property in its own name as proprietor.

9.4 The Buyer shall hold all goodwill generated by its operations under the Contract as bare trustee for the benefit of the Seller.

9.5 Any designs or other works derived by the Buyer from the Intellectual Property or any part of it shall be held by it as bare trustee for the Seller and at the

Seller’s request shall be assigned to it without compensation.

9.6 The Buyer shall not use any part of the Intellectual Property in a manner which might amount to infringement of passing off and the Buyer shall call to the

attention of the Seller the use of any part of the Intellectual Property by any third party or any activity of any third party which might in the opinion of the

Buyer amount to infringement or passing off.

10. GENERAL

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its

registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party

giving the notice.

10.2 No variation of this contract or waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of subsequent contracts or a

waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these 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 Conditions and the remainder of the provision in question shall not be affected thereby.

10.4 The Contract shall be governed by the laws of S.Korea.