1.  Orders

All orders for goods or services from the Customer which may be accepted by the

Company are accepted on the following conditions (“Conditions”). Any conditions of purchase offered by the Customer which purport to add to or are otherwise inconsistent with these Conditions shall be deemed to be waived by the Customer upon placement of an order by the Customer with the Company unless such conditions of purchase are expressly agreed to by the Company in writing.

No order accepted by the Company (in writing, orally or by conduct) may be cancelled, deferred or varied by the Customer without the prior written consent of the Company.

The Company reserves the right to require orders to be for a minimum value as mutually agreed upon with the Customer from time to time and to otherwise accept in whole or in part any orders for goods or services by the Customer or to decline such orders.

2.  Quotations & Published Prices

Quotations issued by the Company are open for the Customer to whom the quotation is addressed to place an order within 30 days from the date of quotation (unless a shorter or longer period is expressly provided for in the quotation or the quotation is withdrawn by the Company) and such orders are subject to acceptance by the Company in accordance with Clause 1.

The issue of a quotation and other publication of prices by the Company do not constitute offers to supply, and are subject to changes in the costs of labour, materials, production, transport and duty, exchange rate fluctuations and other increases in the cost to the Company of supplying the goods or services and any errors by the Company in listing, determining or calculating the prices.

Quotations and orders placed by the Customer on such quotations are based on the information and details provided by the Customer to the Company. Where exact specifications of the scope, nature or extent of the work are not available to the Company at the time of providing a quotation, such quotations are estimates only.

3.  Price

Published and quoted prices are (unless otherwise indicated) for the sale of goods or provision of services Ex Works the Company’s premises and are exclusive of any applicable goods and services tax and any applicable taxes and duties and costs and charges associated with the carriage and insurance of goods, and all such items shall be included as an additional item in the invoiced price.

Goods and services (including, without limitation, applicable variations) the subject of an order will, subject to the other terms in these Conditions including Clause 3, be invoiced at the price quoted by the Company provided the Customer’s order was placed within the validity period of the quote. If an order is placed that does not correspond to a valid (non-expired) quote, it will be invoiced at the price applying at the date of delivery.

4.  Payment

Where credit facilities have been approved by the Company, payment for goods and services shall be due and payable by the Customer by the last business day of the calendar month following the month in which the invoice for the respective goods or services is issued by the Company; provided however that in the event an Event of Default occurs all actual and contingent amounts owing by the Customer to the Company whether or not then due for payment (including, without limitation, for orders which have been accepted by the Company but which have not been filled or delivered) shall be due and payable by the Customer upon demand by the Company.

The Company reserves the right to terminate all or part of the Customer’s credit facility at any time when the Customer breaches any of these Conditions and in the Event of Default and to require full or part payment with order or prior to delivery.

The Company may charge interest on any overdue payments at the rate 2%p above the statutory interest rate for the length of any such delay in payment. Without limiting any of the Company’s other rights, the Company reserves the right to withhold further deliveries of goods or the provision of services until all arrears from the Customer have been paid.

The Company also reserves the right to the maximum extent permitted by law to charge all bank and other credit provider or facility fees and charges incurred by the Company in processing the Customer’s payment, including (without limitation) by credit card or for dishonoured payment.

The Customer agrees to pay all costs incurred by the Company for the collection of any monies owing by the Customer to the Company which are not paid when due (including, without limitation, commission charges by collection agencies and legal costs and disbursements (on an own solicitor/client indemnity basis), including (without limitation) instructing the Company’s lawyers to provide advice in relation to, and/or to commence, the collection of monies owing by the Customer to the Company) upon demand by the Company.

5.  Supply and Delivery

Supply of goods and services by the Company to the Customer shall (unless other terms of supply have been agreed and accepted by the Company in writing on an order by order basis) be Ex Works (the Company’s premises).

Delivery of, and transfer of risk of loss and damage to, goods to the Customer shall be deemed to take place upon the Company making the goods available for collection by the Customer Ex Works (the Company’s premises) (unless other terms of supply have been agreed and accepted by the Company in writing on an order by order basis). The Company shall not be responsible for any loss or damage to goods in transit or otherwise once they have been delivered to the Customer as aforesaid.

If (where applicable) the Customer has not made or notified the Company of arrangements for delivery, the Customer hereby authorises and requests the Company to nominate a carrier to take delivery of the goods from the Company on behalf and at the risk of the Customer for carriage to the Customer or as the Customer directs. Arrangements for insurance of the goods are the responsibility of the Customer. Where the Company nominates a carrier on behalf of the Customer, all freight and other carriage charges will be billed to the Customer.

Signature of any delivery note by any agent, employee or representative of the Customer (or where delivery is to the Customer’s carrier, by such carrier or its agent) shall be conclusive proof of delivery.

6.  Delivery

Delivery of ordered goods or services to the Customer earlier than a specified or agreed delivery date shall, where the Customer is practically able to accept delivery, be taken to be delivery in accordance with the timeframe required by these Conditions.

7.  Shortages/Deficiencies

Where shortages are evident to the Customer’s representative at the time delivery is made, that must be indicated on the delivery note at the time of delivery, and any claims relating to the shortages must be made in writing within 30 business days of delivery.

Any such claims must be made in writing to the Company and refer to and include a copy of the relevant invoice issued by the Company.

8.  Specifications

All illustrations and samples are intended as approximate representations only and do not constitute a warranty regarding the quality or performance of any goods or services, and the Customer acknowledges that images of goods made available to the Customer may present differently to the physical product (when it comes to aspects such as colours and shades) due to factors such as the limitations of the medium used. To the maximum extent permitted by law, the Company accepts no liability whatsoever for any loss or damage (including, without limitation, consequential loss or damage), directly or indirectly, arising out of or in connection with the aforementioned illustrations and samples.

9.  Installation and use

Installation and fitting of goods by the Company is not included unless otherwise specifically indicated by the Company in writing. To the maximum extent permitted by law, the Company takes no responsibility for the installation and fitting of goods other than goods which are installed or fitted directly by the Company.

To the maximum extent permitted by law, the Company shall not be responsible or liable for any liability, whether in contract, tort or otherwise, for any injury, damage or loss whatsoever arising in any way in connection with the improper installation or fitting of goods or the use of such improperly installed or fitted goods (by the Customer or any third party), including (without limitation) direct, indirect, special or consequential loss or arising from claims by the Customer, third parties or otherwise, and the

Customer shall indemnify and keep the Company fully indemnified from and against any and all suits, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made or brought against or suffered or incurred by the Company arising out of or in connection with the improper installation or fitting of goods or the use of such improperly installed or fitted goods (by the Customer or any third party).

10.  Special orders

Orders for specially ordered, made or customised goods or services may not be cancelled, deferred or varied by the Customer without the prior written consent of the Company.

The Customer acknowledges and agrees that the Company may require full or part payment with order, prior to production or delivery.

In the event the scope, nature or extent of the work required to be undertaken by the Company to produce bespoke goods or services changes from what was reasonably understood by the Company at the time of accepting the relevant order, due to the actions or omissions of the Customer (including, without limitation, as a result of the Customer not providing required specifications or other information in the prescribed form or within the required time frame, requesting special freight, provision of mock-up of goods, ordering special material, etc.), the Customer will be responsible for and pay for all extra costs and charges associated with the changes.

The Company shall be entitled to increase the price for specially ordered, made or customised goods and services if there is an increase in the cost to the Company of supplying the goods or services due to changes in the costs of labour, materials, production, transport, duty, exchange rate fluctuations or other increases in the cost to the Company of supplying the goods or services.

In the event the Customer provides the Company with specifications for the supply of goods or services by the Company for the Customer, the Customer warrants to the Company that the specifications and any goods or services supplied by the Company based on the said specifications will comply with all applicable laws relating to the supply of such goods and services and not infringe the trade mark, copyright, patent, design, other intellectual property rights or other rights of any third party, and the

Customer shall indemnify and keep the Company fully indemnified from and against any and all suits, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made or brought against or suffered or incurred by the Company arising out of or in connection in any way with the use by the Company of the said specifications or the manufacture and supply of goods or services based on the said specifications.

11.  Customer materials

The Customer shall be fully responsible for ensuring that it keeps and maintains duplicate originals or copies of any materials and property which it provides to the

Company. Any such materials or property provided to the Company shall be held or used by the Company solely at the risk of the Customer, and subject to Clause 15 the Company shall not be under any liability of any nature whatsoever to the Customer for loss or spoilage of, or damage to, such materials or property.

12.  Potentially defective goods procedure

The Company asks that if the Customer believes that goods which have been installed or fitted may be the subject of a warranty provided by the Company or do not meet any applicable consumer guarantees provided by the CPA to the Customer to contact the Company’s Customer Service Department before the goods are attempted to be repaired, replaced or removed for return to discuss the nature of the issue and whether it is appropriate for the Company to attend the premises where the goods have been installed or fitted as this may allow the goods and the issue to be better assessed by the Company (bearing in mind that the extent and accuracy of the assessment will be dependent on the information provided to the Company) before the goods are attempted to be repaired, replaced or removed. The Company therefore suggests that the Customer provide the Company with as much information as possible in relation to the goods as the Company will be relying on that information in assessing the goods and the issue. If there is a legal obligation on the Company to repair or replace the goods, then the Company will do so.

However, the Customer acknowledges and agrees that if the Customer requests the Company to attend the Customer’s premises (or the premises of any third party,

including the premises of a customer of the Customer) and there is no legal obligation on the Company to repair or replace the goods, then the Customer will upon demand pay the Company the costs and charges incurred by the Company in organising for the premises to be attended and the goods to be assessed. For instance, if the goods have been improperly installed or are used with incompatible parts or components and there is no legal obligation on the Company to repair or replace the goods, then the Customer will upon demand pay the Company the costs and charges incurred by the Company in organising for the premises to be attended and the goods to be assessed.

13.  Goods return policy

This Clause 13 only addresses goods which are damaged (prior to delivery), not the ordered goods, oversupplied or are the subject of a warranty provided by the Company and are not the subject of any applicable consumer guarantees provided by the CPA to the Customer.

Goods may only be returned if they are damaged (prior to delivery), not the ordered goods, oversupplied or are the subject of a warranty provided by the Company.

To the maximum extent permitted by law, no claims for damage will be entertained unless the claim is made within a reasonable time of delivery of the goods.

To the maximum extent permitted by law, the Company will not accept any goods (even,`without limitation, if they are not the ordered goods or oversupplied) for return which have been altered, installed or fitted in anyway unless they are otherwise the subject of a warranty provided by the Company. The Company therefore encourages the Customer to fully inspect and test all goods and services provided by the Company prior to goods being altered, installed or fitted.

If the Customer wishes to return goods, the Customer must notify the Company’s

Customer Service Department within 30 days of delivery of goods if they are damaged (prior to delivery), not the ordered goods or oversupplied and the goods must be returned to the Company at the Customer’s risk and expense in all things within 45 days of delivery of goods, failing which the basis for any such claim for return shall to the maximum extent permitted by law be deemed to be waived by the Customer.

The Company may (but is not obliged to) accept goods that are not damaged, oversupplied or the subject of a warranty provided by the Company for return on terms and conditions determined by the Company in its absolute discretion, including (without limitation) that the goods are returned in “as new” and saleable condition free of any damage and the payment of any restocking fee charged by the Company.

Goods returned to the Company will be at the Customer’s risk until such time as the Company’s staff takes possession of the goods at the Company’s premises.

14.  Returns

Before any goods may be returned the Customer must phone the Company’s Customer Service Department for authorisation of a case number (“Case Number”). Goods must be returned by and at the Customer’s expense in their original undamaged packaging (unless the goods are the subject of a warranty provided by the Company or do not meet any applicable consumer guarantees provided by the CPA to the Customer) with a copy of the original invoice for the goods and the Case Number must be clearly marked on the outside of the box or other packaging in order for goods to be accepted by the Company’s staff. Goods returned without a Case Number may not be accepted by the Company’s warehouse staff. The issue of a Case Number and acceptance of returned goods by the Company’s staff does not constitute acceptance by the Company of the

Customer’s claim for return.

15.  Limitation of Liability

To the maximum extent permitted by law and subject to the following provisions of this Clause 15:

a.  each party excludes any liability to the other, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Conditions, including any: (i) loss of profits; (ii) loss of sales or business; (iii) loss of production; (iv) loss of agreements or contracts; (v) loss of business opportunity; (vi) loss of anticipated savings; (vii) loss of or damage to goodwill; or (viii) loss of reputation; and

b.  each party’s maximum   aggregate liability to the other party arising out of or in connection with these Conditions (whether arising in contract, in equity, tort, by way of indemnity, under statute or otherwise at law), excluding where the liability arises from willful misconduct or negligent acts or omissions, or failure to pay amounts due under the Conditions for goods or services supplied, is limited to the amounts paid or payable by the Customer to the Company in the twelve months preceding the date upon which the incident occurred where liability arose.

If rights are conferred upon the Customer or obligations are imposed upon the

Company by the CPA or other law which cannot be excluded, the provisions of this Clause 15 shall be read subject to those rights or obligations, and to the maximum extent permitted by such legislation the Company hereby expressly limits its liability under any such legislation to the maximum extent permitted by law.

Subject to the preceding paragraph of this Clause 15, the Customer agrees that the liability of the Company (which cannot be limited beyond the following provisions) is limited to:

a.  in the case of the supply of goods, any 1 or more of the following (at the Company’s option):

i.  the replacement of the goods or the supply of equivalent goods;

ii.  the repair of the goods;

iii.  the payment of the costs of replacing the goods or of acquiring equivalent goods; or

iv.  the payment of the costs of having the goods repaired; or

b.  in the case of the supply of services, any 1 or more of the following (at the Company’s option):

i.  the supply of the services again; or

ii.  the payment of the costs of having the services supplied again.

Without reducing the effect of, and subject always to, the preceding provisions of this Clause 15, in no event will the Company be responsible for alterations made to, or the removal, re-installation or re-fitment of, goods or services by or on behalf of the

Customer, and the Company’s total aggregate liability (if any) to a Customer for any particular order for the supply of goods or services by the Company to the Customer will not, in any event, exceed the amount invoiced by the Company to the Customer for the said order.

16.  Code of Conduct

The Customer represents, warrants and undertakes that

a.  the Customer and its affiliates and agents shall comply with the ASSA ABLOY Business Partner Code of Conduct (a copy of the code of conduct can be viewed

at www.assaabloy.com) and all economic sanctions and export control laws and regulations adopted and enforced by governmental authorities of the EU, UK, UN and US, as well as any economic sanctions and export control laws and regulations adopted by other jurisdictions that are applicable to the Company or the Customer;

b.  neither the Customer, its affiliates or any of its respective officers, directors or

employees, is listed, or is owned or controlled by any individual or entity listed in such laws;

c.  the Customer will not engage in any business involving any such listed parties;

d.  no items and any replica thereof will be used, in their entirety or in part, for any military end-use or by any military end-user, including for any purpose in connection with chemical, biological or nuclear weapons, military items or by any national armed services (army, navy, marine, air force, or coast guard), national guard and national police, government intelligence or reconnaissance organisations unless explicitly

approved by the Company; and

e.  the Customer will immediately inform the Company of any breach of the foregoing.

Following any breach, the Company may refuse further performance, or terminate this agreement and the Company’s relationship with the Customer, without liability to the Customer. The Customer shall indemnify the Company in the event of any violations

thereof.

17.  Title

Title to and property in goods supplied by the Company shall not pass to the Customer until the Company has received payment in full of the price of all goods supplied by the Company to the Customer at any time and the Customer has discharged all existing indebtedness to the Company, whether for the price of the goods or services supplied or for any other amount which may be owing by the Customer to the Company on any other account (some of which may not necessarily be due for payment); provided however that the Customer shall bear the risk of any loss or damage to or deterioration of the goods from whatever cause arising following delivery of the goods to the

Customer in accordance with Clause 5. Until the price has been so paid:

a.  The Customer shall insure the goods for all outstanding amounts owing the Company in relation to the goods.

b.  The Customer shall store the goods in such a place and manner that they are clearly identified as the property of the Company which the Customer is holding as the

Company’s bailee.

c.  The Customer may resell the goods in the ordinary course of its business (but may not otherwise sell or encumber the goods) and if it does so shall receive the proceeds of resale as trustee of the Company, and shall hold such proceeds as such. The Company shall be entitled to trace the proceeds of resale.

d.  The Company shall have the right, at any time and without prejudice to any other remedies:

i.  to enter without prior notice any premises where the goods may be without liability for trespass or any resulting damage, and to repossess any of the goods; and

ii.  to require the Customer not to resell or part with possession of, otherwise dispose of, charge or otherwise encumber or in any way alter the goods until payment is made in full.

The Company’s right to retain title of goods shall not affect its rights as unpaid seller.

The Customer hereby grants the Company an irrevocable perpetual licence to sell all goods (including, without limitation, specially ordered, made or customised goods and goods which have been altered by or on behalf of the Customer) which are not paid for by the Customer, and the Customer warrants to the Company that the sale of such goods by the Company will not infringe the trade mark, copyright, patent, design, other intellectual property rights or other rights of any third party, and the Customer shall indemnify and keep the Company fully indemnified from and against any and all suits, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made or brought against or suffered or incurred by the Company arising out of or in connection in any way with the sale of such goods by the Company. The ability of the Company to sell such goods shall not affect its rights as unpaid seller.

18.  Security Interest

The Customer:

a.  agrees that these Conditions constitute a security agreement;

b.  agrees that all goods supplied by the Company to the Customer are Other Goods(“Other Goods”);

c.  agrees that these Conditions create a security interest in the Other Goods in favour of the Company to secure the purchase price of the Other Goods supplied by the Company to the Customer; and

d.  further, and separately from the preceding provisions of this Clause 18:

i.  agrees that these Conditions also create a security interest in all of the Customer’s Other Property, although such security interest is not intended to prevent the Customer from transferring such Other Property in the ordinary course of the Customer’s business; and

ii.  separately charges all land owned now and in the future by the Customer whether owned alone or jointly as a tenant in common or as a joint tenant,

in favour of the Company to secure payment and performance of all the Customer’s obligations under these Conditions, all orders for goods and/or services from the

Customer which are accepted by the Company and all goods and services supplied by the Company to the Customer.

The Customer further authorises, and agrees to do and sign all such things as may be necessary for, the Company to register a security interest:

a.  in the Other Goods; and also

b.  in the Other Property.

The Customer waives its right to receive any notices required to be given by the

Company to the Customer to the maximum extent permitted by relevant Korean Law, except for notices that may have a material impact on the Customer’s interests.

The Customer agrees that all payments made by the Customer to the Company may be applied by the Company to obligations owing by the Customer to the Company in any manner as the Company sees fit.

The Customer and the Company agree that the individual prices at, and the other terms of supply on, which Other Goods or services are supplied by the Company to the

Customer are confidential and that except as required by relevant Korean Law neither the Company nor the Customer will disclose those individual prices or other terms of supply.

Notwithstanding the foregoing, unless the context otherwise requires, expressions used in this Clause 18 shall be effective only to the extent that it does not conflict with or violate the provisions of SMPC Act or relevant Korean Law.

19.  Trusts/Companies

If the Customer is a trustee of a trust, the Customer agrees that these Conditions apply to, and all orders for goods and services placed by the Customer with the Company are placed by, the Customer in its personal capacity and as trustee of the trust.

If the Customer is a company or trustee of a trust it shall inform the Company of any changes to the ownership of the company or of the trust and also of any changes to the ownership of the business conducted by the Customer by forwarding a notice in writing of any such changes to the Company immediately upon becoming aware of same. Until such notice is received by the Company, the Customer shall indemnify and keep the

Company fully indemnified from and against any and all suits, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made or brought against or suffered or incurred by the Company arising out of or in connection in any way with the Company accepting orders from any person or entity which may have acquired all or any part of the Customer or its business and uses the Customer's credit facility approved by the Company in placing orders with the Company.

20.  Intellectual Property

The Customer acknowledges and agrees that all intellectual property rights in goods and services supplied by the Company are owned by the Company and that the Customer

acquires no intellectual property rights in any goods or services provided by the

Company to the Customer unless a separate deed of assignment is executed by the

Company as a deed in relation to the intellectual property rights in any goods or services provided by the Company to the Customer.

21.  Confidentiality

The Customer agrees that the dealings between the Customer and the Company are and shall remain strictly confidential and shall not be disclosed by the Customer to any other person:

a.  without the prior written consent of Company;

b.  except to the Customer’s employees who have a need to know such information in connection with dealings in the goods of the Company and who are under an obligation to keep such matters confidential;

c.  except on a confidential basis to the Customer’s legal, accounting and financial advisers who are under an obligation to keep such provisions and matters confidential; or

d.  except as required by law.

22.  Disputes

If a dispute arises in any way in connection with these Conditions, any orders placed by the Customer, any orders accepted by the Company or the supply of goods or services by the Company to the Customer, neither party shall start legal proceedings until the mediation procedure outlined in this Clause has been completed; provided however that this Clause shall not apply to disputes involving amounts owing by the Customer for goods or services supplied by the Company to the Customer or urgent interlocutory relief.

The mediation procedure is:

a.  either party may start mediation by serving a written mediation notice on the other, stating briefly and clearly the nature of the dispute;

b.  when the other party receives the mediation notice, both parties must try to agree on a mediator. If they fail to agree within 21 days of service of the mediation notice, either party may apply for a mediation under the International Mediation Rules of the Korean Commercial Arbitration Board (“KCAB”);

c.  the parties must comply with the determination of KCAB and/or the provisions of the KCAB International Mediation Rules regarding fees and costs of mediation.;

d.  the mediation shall take place in   Seoul, Republic of Korea;

e.  the parties must comply with the mediator’s instructions about the conduct of the mediation;

f.  if the dispute is settled by mediation, each party must sign the terms of settlement, which will bind the parties; and

g.  if the dispute is not settled within 21 days after the mediator has indicated to the parties acceptance of the appointment (or within any other period the parties agree in writing), the mediation must cease.

Any terms of settlement may be used in evidence in any court proceedings. The mediation procedure is confidential and:

a.  nothing the parties or the mediator say or do during the mediation procedure; and

b.  no documents concerning the dispute created for the mediation procedure, may be used in or required to be produced in any court proceedings.

23.  VAT

If prices published by the Company or included in an order by a Customer do not expressly indicate that the prices include VAT (in the case of an order by a Customer, by express reference on the face of the order and not by incorporation or reference of conditions of purchase), then the Customer will be required to pay the Company the amount of the price for the goods and services plus VAT and the following provisions of this Clause 23 shall apply.

The consideration payable by the Customer for goods and services represents the value of any taxable supply for which payment is to be made. If a taxable supply is made to the Customer, then the Customer must also pay at the same time and in the same manner as the value is otherwise payable the amount of any VAT payable in respect of the taxable supply.

Expressions used in this Clause 23 have the same meaning as those expressions in the VAT Act.

24.  Force Majeure

The Company shall not be liable for any direct, indirect special or consequential loss or damage of any kind arising from non-delivery or delay in delivery of any goods or services caused by act of God, riot or civil commotion, strike, lock out, labour disputes, fire, flood, drought, power restrictions, act of government, acts of terrorism, delays in transport, breakdowns in machinery, failure to obtain or shortages of raw materials or other supplies obtained from 3rd parties or any cause whatsoever beyond its control.

25.  Export Control and Sanctions

(1)  The Customer represents and warrants to the Company that it will always act in compliance with all economic sanctions and export control laws, regulations, rules or restrictive measures, including but not limited to import and export restrictions on materials and items, adopted and enforced by governmental authorities of the EU, UK, UN or US or any other relevant governmental or regulatory authority, applicable to Company or Customer (“Economic Sanctions and Export Control Laws”), and that:

a.  neither the Customer, its affiliates, or any of their respective directors, officers,

employees nor, so far as the Customer is aware, any agents or other persons acting on behalf of any of the foregoing:

i)  is, or has been, an individual or entity listed, or party that is owned or controlled by one or more individuals or entities listed, in Economic Sanctions and Export Control Laws (“Listed Person”);

ii)  has engaged in any business dealings or activities that would reasonably be expected to result in it becoming a Listed Person;

iii)  directly or indirectly, has conducted or is conducting any business dealings or

activities with or for the benefit of, or is otherwise involved in any business with a Listed Person, or otherwise acting in violation of Economic Sanctions and Export Control Laws;

iv)  has engaged or is engaging in any transaction that circumvents, evades or avoids, or has the purpose or effect of circumvention, evading or avoiding, or attempts to violate, any Economic Sanctions and Export Control Laws; or

v)  is, or has been, in violation of, or subject to, any investigation or enquiry by, or on behalf of, any governmental or other regulatory body relating to Economic Sanctions and Export Control Laws.

(2)  The Customer covenants, agrees and undertakes that:

a.  the Customer shall act in compliance with Economic Sanctions and Export Control Laws, and shall not sell nor re-export goods or services supplied by the Company without all requisite licenses and approvals under Economic Sanctions and Export Control Laws;

b.  the Customer shall not sell, export or re-export, goods or services supplied by the Company, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus (whether or not permitted under Economic Sanctions and Export Control Laws applicable to the Customer);

c.  the Customer shall undertake its best efforts to ensure that the purpose of this Clause 16(2) is not frustrated by any third parties further down the commercial chain, including by possible resellers;

d.  the Customer agrees to (i) cascade the contractual obligations set forth in this Clause 16(2) in contracts with third parties, including possible resellers, further down the commercial chain; and (ii) set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of this Clause 16(2);

e.  the representations and warranties set forth in Clause 16(1) above shall always remain true and correct;

f.  the Customer will provide written notice to the Company, as promptly as possible and in any event within five business days, if (i) any representation or warranty set forth in Clause 16(1) above should cease to be true at any time, or (ii) the Customer should encounter any problems in applying Clauses 16(2) a)- d), above, including any relevant activities by third parties that could frustrate the purpose of said clause; and

g.  the Customer will not engage in any transaction for Military End-Use unless explicitly approved by the Company, where for the purpose of this clause 16 the term “Military End-Use” means use of goods or services supplied by the Company, in their entirety or in part, for any military end-use or by any military end user, including for any purpose in connection with chemical, biological or nuclear weapons, military items or by any national armed services (army, navy, marine, air force, or coast guard), national guard and national police, government intelligence or reconnaissance organisations.

(3)  The Customer covenants, agrees and undertakes to maintain complete and accurate records concerning all actions taken by, on behalf of, or at the direction of the Company pursuant to this agreement. The Customer will provide all information relating to requests for goods or services supplied by the Company, that the Customer suspects could violate or circumvent Economic Sanctions and Export Control Laws, including requests from or on behalf of a Listed Person, and other attempts to acquire the Company’s goods or services in violation of Economic Sanctions and Export Control Laws. The Customer will, to the best of its abilities, cooperate with the Company to facilitate compliance with Economic Sanctions and Export Control Laws and will upon the Company’s request provide the Company with true, complete and correct copies of all documentation relating to any business dealings involving the goods or services, including but not limited to, end-user certifications, information concerning compliance with the obligations under Clause 16(2) a)- d), and other information as may be required by the Company within two weeks of the simple request of such information.

(4)  Anything in this agreement to the contrary notwithstanding, the Company shall not be obliged to make any payment or take any other action under this agreement if the Company believes in good faith that such action may constitute a violation, contribute to a violation, or constitute a circumvention of any Economic Sanctions and Export Control Laws.

(5)  This agreement may be terminated immediately by the Company by written notice to the Customer if:

a.  any representation or warranty set forth in Clause 16(1) above should cease to be true at any time;

b.  the Customer acts in breach of its covenants, agreements and undertakings set forth in Clause 16(2)- (3) above, which shall in each case be deemed a material breach of an essential element of this agreement;

c.  the Customer has misrepresented or failed to properly disclose any material fact, or to provide any documentation, certifications or information requested by the Company,

including without limitation to, the intended end-use/end-user or destination of the goods or services;

d.  the Customer, its affiliates, or any of their respective directors, officers or employees becomes a Listed Person; or

e.  either party’s ability to fulfil an obligation under this agreement is otherwise materially affected by the imposition of restrictions in Economic Sanctions and Export Control Laws, and upon any such termination, this agreement and all rights and obligations hereunder shall immediately terminate, provided that the Customer shall remain liable to the

Company for any breach of its obligations hereunder. The Company shall not be liable to the Customer for any claims, losses or damages arising from the Company exercising its rights under (a)-(e) above or under Clause 16(4).

(6)  Any violation by the Customer of Clause 16(2) above shall constitute a material

breach of an essential element of this agreement, and the Company shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of this agreement; and (iii) indemnification in accordance with Clause 16(7) below.

(7)  The Customer shall indemnify the Company and its affiliates, directors, officers, employees, advisors, agents and holders of its equity interests (collectively, “Indemnitees”) against, and shall hold each Indemnitee harmless from, any and all third- party claims, damages and liabilities, including the reasonable fees, charges and disbursements of counsel, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of:

a.  any misrepresentation or breach of warranty set forth in Clause 16(1) above;

b.  any breach by the Customer of any of its commitments in Clauses 16(2) – (3) above; and

c.  any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory.

26.  Miscellaneous

Nothing in these Conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including, without limitation, the CPA) and which by law cannot be excluded, restricted or modified.

These Conditions are subject to variation by the Company by notice in writing to the Customer. Any such variation will only apply to new orders subsequently submitted by the Customer and accepted by the Company.

Headings used in these Conditions are for convenience only and shall be ignored in construing these Conditions.

“CPA” means the Consumer Protection Act .

“Event of Default” includes any of the following things:

a.  the Customer is in breach of these Conditions and fails to remedy the breach within 7 days of being required to do so in writing by the Company;

b.  the Customer fails to pay any monies owing under these Conditions by the date that they are due and payable; or

c.  the Customer is unable to pay its debts as they fall due or a petition is presented or application made for the purpose of winding up the Customer or enters into liquidation or administration whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, liquidator, administrator or other like person appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt.

“Ex Works” has the meaning ascribed to that term by Incoterms with the place of

delivery being the Company’s premises from which the goods are made available by the Company for collection by the Customer.

“VAT” has the meaning ascribed to that term by the Value-Added Tax Act.

“Incoterms” means the International Chamber of Commerce official rules for the interpretation of trade terms known as “Incoterms 2010”.

“Other Goods” has the meaning ascribed to that term in b of Clause 18. in these Conditions.

“Other Property” means all present and after-acquired property, except the Other Goods supplied by the Company to the Customer, of the Customer whether acquired alone or jointly as a tenant in common or as a joint tenant.

“SMPC Act” means the Act on Security over Movable Property, Claims, etc.

References to any document (including these Conditions) are references to that document as varied, amended, consolidated, supplemented, novated or replaced from time to time.

References to any law are references to that law as amended, consolidated, supplemented or replaced from time to time.

The failure of the Company to enforce or exercise at any time or for any period of time any term of any contract incorporating these Conditions shall not constitute or be construed as a waiver of such term and shall in no way affect the Company’s right thereafter to enforce or exercise same.

Any provision of these Conditions which is or becomes prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective and severed to the extent thereof without invalidating any other provision of these Conditions, and any such prohibition or unenforceability shall not invalidate such provision in any other jurisdiction.

These Conditions and any order for goods and services from the Customer which may be accepted by the Company shall be governed by and construed in accordance with the laws of Republic of Korea and the Customer hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of Republic of Korea and of any Courts which may hear appeals therefrom; provided however that these Conditions and any such order may be enforced by the Company against the Customer in any other jurisdiction.