DEIF Korea Co., Ltd Terms and Conditions of Sale and Delivery for Products The present Terms and Conditions of Sale and Delivery shall apply to all orders placed with and all deliveries made by DEIF Korea Co., Ltd (hereafter referred to as “DEIF”) unless otherwise agreed in writing. 1. QUOTATIONS materials, software or manufacture. DEIF is not liable for any All quotations are based on the sales prices, customs duty rates, defects or non-compliance whatsoever in materials supplied by the exchange rates, taxes, etc. applicable on the date of the quotation. customer, in designs made by the customer nor in designs made Notwithstanding the provision contained in item 2, DEIF reserves by DEIF in accordance with customer specifications. DEIF is not the right to adjust the final sales price in case of changes in the liable for defects caused by inadequate maintenance, by the above-mentioned rates and taxes after the issue of the quotation. customer’s use of the product sold in a way in which it was not intended to be used, by incorrect assembly or installation on the 2. ORDERS part of the customer, by changes carried out by the customer All orders are binding on the party placing the order, for which without DEIF’s consent in writing, by repairs performed by the reason any changes to or cancellation of any order are subject to customer or by ordinary wear and tear. DEIF is not liable for any DEIF’s prior written accept. Concurrently with the placing of an consequences of the customer’s incorrect installation or use of order, the customer is obliged to advise whether the customer product software updates made available to the customer. DEIF is himself will be responsible for collecting the order, cf. item 3. in no event liable for any defects or non-compliance in any product sold more than two years after delivery. DEIF can be held liable for 3. DELIVERY defects or non-compliance only if the defective or non-compliant All orders are delivered FCA Busan, Republic of Korea (Incoterms products are returned to DEIF in suitable packaging and only to the 2020). If the customer has not informed DEIF of the collection of extent that DEIF reasonably confirms the existence of the alleged the product at the time of order placement at the latest, DEIF is defects or non-compliance. In the event DEIF reasonably entitled to arrange for the transportation of the product to the determines that the returned products are neither defective nor customer - at the customer’s expense and at his risk. non-compliant, DEIF is entitled to charge the customer any costs which DEIF has incurred on account of the unfounded allegations 4. TIME OF DELIVERY of defects or non-compliance by the customer. The liability, if any, The time of delivery is stated in the order confirmation issued by of DEIF for damages - whether arising from breach of the terms DEIF. agreed for the supply of products, is limited to an amount not exceeding the purchase sum giving rise to the liability. 5. RETENTION OF TITLE DEIF shall retain the full title to the product delivered until the 10. COMPLAINTS purchase sum, including any interest accrued, is paid in full, cf. The customer shall submit any complaint in writing to DEIF and below. such complaint shall be submitted as soon as any defect or non- compliance has been observed or should have been observed, but 6. INTELLECTUAL PROPERTY RIGHTS AND DATA in no event later than two years after the product has been Subject to the provisions set forth herein, the sale by DEIF of a delivered to the customer. In the event the time limit allowed for product implies the non-exclusive and non-transferable license to complaints passes, the customer’s right to hold DEIF liable because customer under any of DEIF’s intellectual property rights (“DEIF of the defect or non-compliance observed shall lapse. IPR”) (1) to use and resell products as sold by DEIF to customer, as well 11. PRODUCT LIABILITY as DEIF is liable for personal injury only if such injury is attributable to (2) to use and resell systems of products manufactured by or on products supplied by DEIF, and only if such injury is attributable to behalf of customer that include one or more of such DEIF products. DEIF’s negligence or negligence of persons for whom DEIF is To the extent that software and/or documentation is embedded or liable.DEIF is only liable for damage to property in accordance with made available by DEIF for downloading into a product, the sale of the provisions contained in the Korean legislation and case law such product shall not constitute the transfer of ownership rights governing product liability and with regard to international or title to such software and/or documentation to customer, but, transactions only in accordance with the first sentence. DEIF is not subject to the provisions set forth herein, shall only imply a non- liable for damage or injury caused by products made by the exclusive license to customer under DEIF IPR to use such software customer or by products which include components made by the and/or documentation in conjunction with and as embedded in the customer or in which products made by the customer have been product. incorporated, when such damage is attributable to the customer’s products. Under the circumstances set forth in the third sentence 7. PAYMENT above, if a third party, for example the customer’s customer, seeks Unless otherwise agreed, invoices issued by DEIF are due 30 days to hold DEIF liable for damage or injury, the customer is obliged to after the invoice date. In the event of a delay in payment, interest indemnify DEIF in connection with any costs incurred by DEIF as a is payable at a rate of 12 per cent per annum from the due date and result thereof, including any compensation payable, attorney’s fees until payment. In connection with the fulfilment of orders placed by and costs, etc. The customer is, furthermore, in support of DEIF, enterprises with which DEIF has not previously traded, invoices are obliged to enter into any court proceedings or arbitration case payable upon receipt thereof. The customer is in no event entitled instituted against DEIF by the third party. to withhold payment without prior acceptance in writing from DEIF. 12. INDIRECT LOSSES 8. DELAY DEIF is in no event liable for the customer’s operating loss, loss of In the event that delivery is delayed by more than two weeks, the earnings, installation costs, loss of profits, loss of or damage to customer is entitled to a penalty amounting to one per cent of the data, or any other indirect loss, including any loss resulting from purchase sum exclusive of VAT per week for that part of the the customer’s legal relationship with any third party. delivery which is delayed. In no event can this penalty exceed eight per cent of the purchase sum exclusive of VAT for the part of the 13. REMEDYING DEFECTS AND NON-COMPLIANCE delivery which is delayed. In the event of delays exceeding eight If a product is defective or in any other way non-compliant, cf. weeks, the customer is furthermore entitled to request in writing above, DEIF may remedy such defect or non-compliance by that the agreement be cancelled, unless delivery is effected within effecting repairs, a replacement delivery, or by refunding the 14 days thereof. purchase sum paid upon consultation with the customer. 9. DEFECTS AND NON-COMPLIANCE 14. INTELLECTUAL PROPERTY RIGHTS INDEMNITY DEIF is obliged and entitled to remedy any defects or non- DEIF, at its sole expense, shall: compliance in accordance with the contents of the present (a) defend any legal proceeding brought by a third party against provision. DEIF is liable for the defects or non-compliance which is the customer to the extent that the proceeding includes a claim attributable to DEIF, and which result from defects in design, that any product supplied by DEIF hereunder directly infringes the Ref.: 4040000056G Page 1 of 2
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