As used in these terms and conditions : a) "Order" means the Purchase Order and all attachments, exhibits and documents referenced therein and all terms and conditions thereof, together with any subsequent modifications thereto. b) "Product(s)" means any materials, machinery, equipment, article, item, services or work provided for in the order. c) "Seller" means the person, firm, company or corporation to whom the Order is issued. d) "Buyer" means Bayer CropScience Ltd. in Korea.
2. ACCEPTANCE OF PURCHASE ORDERS
The Order is conditioned on Seller's acceptance of all terms and conditions thereof. Seller shall be deemed to have accepted and be bound by the Order when he commences work on and/or delivers any of the Products ordered or performs any of the services referred to therein or receives any payment there under. The Seller agrees that these General Terms and Conditions apply and govern to the exclusion of all others.
3. PRICE AND PAYMENT
Unless otherwise stated, all prices for Products are firm and are not subject to price escalation for any reason whatsoever. Any applicable sales, usage, or similar taxes levied in the country of manufacture and export, charges, fees, Seller's profit, and other expenses are included in the price. In case the price specified herein includes the payment or allowance of any transportation charges by Seller, Buyer shall be charged with any increase or credited with any decrease in such transportation charges caused by changes in the rates for transportation in effect at the date hereof. Payment shall be made in accordance with the applicable provisions of the Order.
Unless otherwise requested by Buyer, invoices shall (a) be rendered separately for each delivery; (b) cover not more that one order; (c) be rendered with order number noted thereon. If invoice is subject to cash discount period, will be calculated from the date invoice is received by Buyer.
4. DELIVERY TERMS
All delivery terms used in this Order and all deliveries made are to be in accordance with Incoterms 2010 and subsequent addenda thereto, as issued by the International Chamber of Commerce in Paris.
Each package shall be numbered and labeled with Buyer's order number, stock number, contents and weight, shall contain an itemized packing slip and shall be properly packed for shipment. No charges will be allowed for packing, crating, freight, or express carriage unless specified on the face hereof.
Product(s) shipped in excess of quantity designated in this order may be returned at Seller's expense.
In case of delayed delivery by Seller, Buyer, at its option, may (i) cancel or terminate the Order, or (ii) cause Seller to ship the Product(s) by the most expeditious means of transportation whereupon any additional transportation charges in excess of those which would apply for the usual means of transportation shall be for the account of Seller.
Further, any expenses such as L/C amending incurred due to late shipment beyond delivery date stipulated in Order and L/C shall be fore the account of the Seller.
The Seller warrants that the Product(s) to be supplied to Buyer shall strictly conform to the description and specifications and shall be suitable, merchantable and fit for the purpose of such Products(s) without defect. Such specification shall be provided by Buyer in advance, if any. Buyer shall have the right to inspect and test any Product(s) before acceptance if such inspection and test are made within a reasonable time or as provided in the specifications.
Seller shall pay the cost of inspecting and testing of Product(s) rejected and all transportation charges thereon. Upon request of Buyer, Seller, at its sole expense, shall repair, or replace all or any part of any goods covered by this order which proves, within one (1) year from the date it is placed in operation but not later than eighteen (18) months from date of shipment, to be defective in material or workmanship.
7. BREACH OF WARRANTY
In the event of Seller's breach of warranty, Seller shall, at Buyer's option, either (a) refund the total sales price to be paid by Buyer to Seller for the Product(s), (b) provide a discount in price equal to the reduced value of the Product(s) or an equivalent credit against future purchases, or (c) supply Buyer, at Seller's own account, with substitute Product(s) in an amount sufficient to replace all defective or non-conforming amounts of the Product(s).
Except as hereinafter limited, Seller shall protect and indemnify Buyer from and against claims, damages, judgment, expenses and losses arising from infringement, or alleged infringement, of any patent by any of the Product(s) delivered hereunder, and Seller shall defend or settle at its own expense any suit or proceeding brought against Buyer for such infringement, provided that Seller is notified promptly in writing of the commencement of such suit proceeding and is given authority, information and assistance by Buyer of the defense and settlement thereof, and provided further that Buyer shall not settle or compromise any such suit or proceeding without the prior written consent of Seller. Furthermore, in the event that Buyer should be enjoined in such suit or proceeding from using any of the Product(s) delivered hereunder, Seller, at its option, shall promptly either (i) secure termination of the injunction and procure for Buyer the right to use such Product(s) without any obligations or liability, (ii) replace said Product(s) with non-infringing Product(s) or modify same to become non-infringing all at Seller's expense and to Buyer's satisfaction, or (iii) remove said Product(s) at Seller's expense and refund to Buyer this amount paid to Seller thereof. The provisions of this paragraph, however, shall not apply to the use of any of the Product(s) delivered hereunder in combination with other materials or in the practice of any process, or to infringement by reason of such use.
In the event that any Product(s) ordered hereunder require, in connection with the installation thereof, the service of a supervisor, expert or other employee connected with or employed by Seller and Seller agrees to furnish the same, either with or without charge, such supervisor, expert or other employee in performing such services shall not be deemed to be the agent or employee of Buyer, and Seller assumes full responsibility for his acts and omissions.
If this order provides for work to be performed by Seller on property owned or controlled by Buyer, or on property of others named herein, Seller shall insure to each of its employees engaged upon the work the compensation provided for by, and shall strictly comply with, each and every statute applicable thereto with respect to Workmen's Compensation and Employer's Liability Insurance and shall procure and maintain, at the cost and expense of Seller, until final acceptance of the work by Buyer, public liability insurance in a reputable and financially responsible insurance company, properly safeguarding Seller against liability for injuries to persons, including injuries resulting in death, in amounts acceptable to Buyer, and shall furnish to Buyer written certificates from insurance carriers or from appropriate governmental authorities establishing that said insurance of employees and said public liability insurance have been procured and are being properly maintained, and that the premiums therefore are paid, and specifying the names of the insurers and the respective policy numbers and expiration dates. All such insurance policies shall provide (unless by statute applicable thereto it is otherwise provided) that in the event of cancellation thereof, written notice of such cancellation shall be given to Buyer at least five (5) days prior to the effective date of such cancellation.
11. FORCE MAJEURE
Neither party hereto shall be liable to the other for default or delay in performing its obligations hereunder if caused by fire, strike, riot, war, act of God, delay of carriers, governmental order or regulation, complete or partial shutdown of plant by reason of inability to obtain sufficient raw materials or power, and/or any other similar or different occurrence beyond the reasonable control of the party so defaulting or delaying.
12. DRAWINGS, ETC
All drawings, blue prints, dies, patterns, tools, printing plates; etc., prepared or constructed by Seller and paid for Buyer shall be the property of Buyer, and upon completion of deliveries, hereunder, or upon termination of this order shall be delivered to Buyer.
No assignment will be permitted under this Order except on specific written authority of the Buyer's Purchasing Team.
No waiver by either party or any breach of any of the terms of this order to be performed by the other party shall be construed as a waiver of any subsequent breach, whether of the same of any other term of this order.
If this order constitutes an offer, Seller's acceptance of this order is thereby expressly limited to the terms of this order and shipment of any part of the Product(s) covered hereunder shall be deemed to constitute such acceptance. If this order constitutes any part of the Product(s) hereunder shall be deemed to constitute such assent. This order constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and there are no one understanding representations or warranties affecting it. This order shall not be amended except in writing signed by the parties hereto.
Seller shall preserve the confidentiality of all information received from Buyer, shall not use the same for any purpose other than the performance of Seller's obligations under this order and shall not divulge such Confidential Information to any third party without prior written consent of Buyer. This secrecy obligation will remain valid for ten (10) years from the delivery of this order.
All disputes, controversies, or difference which may arise between the parties, out of or in relation to or in connection with this order, shall be finally settled by the jurisdiction court of Buyer's district in accordance with the Laws of Korea. The award rendered by the court shall be final and binding upon both parties concerned.
18. ENTIRE AGREEMENT
This Order, together with all documents incorporated herein by reference, constitutes the entire agreement between Buyer and Seller, and there are no terms, conditions, or provisions whether oral or written, between the parties hereto, other than those herein contained, and this Order supersedes any and all oral or written understandings between the parties hereto relating to the Products ordered.