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GS CALTEX CORPORATION
GENERAL TERMS AND CONDITIONS(PURCHASE OF GOODS)


1. DEFINITIONS   As used in these General Terms and Conditions ("Agreement"), the following terms shall have the meanings set forth below:
(a) "Purchase Order" means an order placed by Buyer to purchase Products, and includes without limitation 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 or any other goods provided for in the Purchase Order, including software, any rights attached thereto and accompanying documents.
(c) "Seller" means the person, proprietor, partnership, limited liability company, firm, corporation or other entity to which the Purchase Order is issued and who will sell the Products pursuant to the Purchase Order.
(d) "Sub-Vendor" means the person, proprietor, partnership, limited liability company, firm, corporation or other entity who supplies Seller with the Products which are used by Seller in connection with the Purchase Order.
(e) "Buyer" means GS Caltex Corporation, a corporation registered and existing under the laws of the Republic of Korea with its principal office at GS Tower, 679, Yoksam-dong, Kangnam-gu, Seoul 135-985, Korea, unless otherwise designated by GS Caltex Corporation.

2. PURCHASE ORDERS   This Agreement supplements all Purchase Orders for Products, unless otherwise stated by Buyer in writing. They are to be read as in addition to any terms specified in an individual Purchase Order. Notwithstanding anything to the contrary stated herein or any other document relating to the Purchase Order, including but not limited to Seller's conditions of sale, Seller agrees that its acceptance of Buyer's Purchase Order constitutes Seller's express acceptance of the terms and conditions set out herein and no other terms or conditions shall apply to a Purchase Order under any circumstances unless first agreed in writing by Buyer. Seller shall acknowledge Buyer's Purchase Order by signing and returning same within ten (10) days from receipt.

3. PRICE, TAXES & DUTIES   Unless otherwise agreed in writing by Buyer and stated on the Purchase Order, prices for the Products are not subject to any adjustment due to currency fluctuation, price escalation or extra charges of any kind for any reason whatsoever, and are fully inclusive of standard packaging and of all costs, risks, and profits related to or in connection with the performance of the Purchase Order.

All prices are inclusive of all applicable sales, usage, property, license, privilege, excise, gross receipts, value-added or similar taxes and duties levied in the country of manufacture, and shall be borne by Seller.

4. INVOICING & PAYMENT   Unless otherwise agreed in writing, a separate invoice shall be issued for each Purchase Order and for each shipment, if there are more than one shipment for each Purchase Order. Invoices shall include Purchase Order number, quantity and description of Products, date and reference of delivery notice and detailed price, and shall be accompanied by all the necessary supporting documents. Unless a different invoicing address is specified, invoices shall accompany the Products.

Unless otherwise agreed by Buyer in writing, payments by Buyer to Seller of the amounts specified in the invoice shall be made by telegraphic transfer. In the event Seller requires any advance payment, Buyer shall pay to Seller the required amounts upon receipt from Seller of a performance bond or a stand-by letter of credit in the form of a bank guarantee issued by a first-class bank. All banking charges including confirmation charges and postage outside Korea are for the Seller's account.

5. PACKAGING   Unless a request for special packaging is made by Buyer on the Purchase Order, Seller shall supply the Products with adequate packaging, taking into account the nature of the Products and taking all measures to protect the Products from bad weather, corrosion, loading accidents, transportation or storage constraints, vibrations or shocks, etc. In any case, the Products shall be packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice and adequate to insure safe arrival of the Products at the named destination.

Seller shall take all necessary measures associated with wood packaging material, in particular those measures approved by the Food and Agriculture Organization of the United Nations under Publication No. 15, March 2002, 「the International Standards for Phytosanitary Measures」, being heat treatment or Methyl Bromide fumigation, in accordance with Annex I thereof. Marks for said measures shall appear on at least two opposite sides of the article being certified, and shall in all respect be in accordance with Annex II thereof.

Seller shall mark all packages and containers with all necessary lifting, handling, and shipping instructions, clearly identifying and marking items that need special care or special storage and/or transportation conditions, indicating the precautions to be taken. Seller shall label each package with shipping information, Purchase Order numbers, date of shipment, and name and address of consignor and consignee.

Seller shall be solely responsible for any damage to the Products arising from, out of or in relation to incorrect or inadequate packaging, marking or labeling.

6. DELIVERY   Shipment or delivery shall be in accordance with the schedule set out in the Purchase Order, in exact quantities ordered.Unless otherwise specified, carriage of Products shall be at Seller's own risk and expense.

Prior to the arrival of the Products at the unloading port, Seller shall transmit to Buyer three (3) copies of the invoice, packing list, and Bill of Lading / Air Waybill.

Early deliveries shall not be allowed unless agreed in writing by Buyer in advance. In any case, Seller shall not be entitled to bonus for any early delivery.

Where the Purchase Order provides for installation, commissioning or any other work to be carried out by Seller, such work shall be executed with good workmanship and using proper materials. As a minimum requirement, such service shall comply with all applicable quality and certification standards.

7. DELAY, NON-DELIVERY & LIQUIDATED DAMAGES   Time is of the essence, and any changes to the delivery schedule can only be made by written agreement signed by both parties.

Seller shall promptly inform Buyer in writing of the full details of any events which are likely to delay the execution of the Purchase Order. Seller shall make its best efforts to minimize the delay in delivery and the consequences of the delay. In case of delay, Buyer may cancel all or any part of the Purchase Order without any right to any indemnity or compensation given to Seller and without prejudice to any other rights Buyer may have.

8. CHANGES AND SUBSTITUTION   Buyer shall have the right to make any changes in the Purchase Order, and no such changes shall in any way invalidate the Purchase Order. Seller shall promptly inform Buyer of any price and/or schedule alterations needed due to changes requested by Buyer, and such alterations shall be agreed in writing by the parties in an amendment to the Purchase Order or in a new Purchase Order signed by both parties. No changes or substitutions of the supply or deliveries of non-conforming Products made or proposed by Seller shall be allowed unless accepted in writing by Buyer in advance.

9. INSPECTION, ACCEPTANCE OR REJECTION  The Products supplied hereunder shall at all times be subject to Buyer's inspection before acceptance by Buyer notwithstanding any prior payment.  Neither Buyer's inspection nor failure to inspect shall relieve Seller of any obligations, representations or warranties hereunder or under the Purchase Order.  No payment for or acceptance of the Products, by Buyer hereunder shall constitute or operate as a waiver of any defect, nonconformity or any rights or remedies available hereunder, under the Purchase Order or at law, nor shall anything herein contained be construed to exclude or limit any of Seller's warranties implied by law.

Buyer shall have the right to refuse Products that do not comply with the relevant Purchase Order or the applicable specifications or requirements.  Any advance payment made by Buyer does not constitute Buyer's acceptance of the Products.  Non-refusal of the Products does not in any way limit the warranties as per Section 11 Warranty.

10. TITLE, TRANSFER OF TITLE AND TRANSFER OF RISK   Seller represents and warrants that the Products furnished pursuant to the Purchase Order shall be free and clear of any and all liens, restrictions, reservations, security interests or encumbrances, and further, that it is transferring full, clear and unrestricted title to the same.

Seller shall bear the risk of loss or damages to the Products purchased under the Purchase Order until they are delivered in conformity with the Purchase Order at Buyer's delivery point specified in the Purchase Order and, upon such delivery, title shall pass from Seller, and Seller's responsibility for loss or damage shall cease except for loss or damages resulting from Seller's negligence. Any reservation of title or property right clauses coming from Seller shall be deemed not written. Passing of title shall not constitute acceptance of the Products by Buyer.

11. WARRANTY   Without prejudice to any warranty extended, express or implied by law, Seller expressly warrants and guarantees that all Products to be supplied hereunder (i) shall conform strictly to the specifications, blueprints, drawings and data provided by Seller or by Buyer and accepted by Seller, approved samples, industry standards and all other requirements and conditions of the Purchase Order; (ii) are new, of good workmanship and free from any design, material, manufacturing or operating defect, whether latent or apparent, and (iii) are of merchantable quality and fit for the intended purpose. It is understood and agreed that Seller is responsible for supply of all parts required for a complete operation of the Products, even if not expressly mentioned by Buyer, and that Seller's warranties are enforceable by Buyer and shall run to Buyer's customer.

In case of non-compliance with this warranty, Buyer may, at its discretion and without prejudice to any other right or remedy available hereunder, under the Purchase Order or at law, reject the Products which do not comply with the provisions of this Section 11 (hereinafter referred to as Products having a "defect" or "defective Products") by written notice to Seller. In the event of such rejection or if Buyer detects any Products having a defect after acceptance thereof, Buyer, at its option, shall be entitled to a full refund of the purchase price of the defective Products, or may require Seller to remedy the non-conformance or to replace the defective Products, without any delay at Seller's sole cost and expense. In such event, Seller shall be responsible for and indemnify Buyer against and shall hold Buyer harmless from any and all cost of repair, replacement and transportation of the defective Products, as well as for all costs and expenses (including, without limitation, recall, inspection, handling and storage costs) and damage incurred by Buyer in connection with such defective Products. Risk to the Products shall pass to Seller as from the notice of rejection.

If Seller does not replace or repair the Products or correct the defect or malfunction to the satisfaction of Buyer, Buyer shall have the right, at Buyer's exclusive option, to (i) make the replacement, repair or correction itself at Seller's sole cost and expense, or (ii) have such replacement, repair or correction made by a third party at Seller's sole cost and expense, or (iii) to obtain from Seller total reimbursement of the purchase price paid for the defective or malfunctioning Products.

Seller agrees that the warranties specified herein shall be in addition to any other warranties, whether express or implied, applicable to the relevant purchase. They shall survive any inspection, test, acceptance and payments by Buyer, as well as any termination of orders or of agreements related to orders. Manufacturer's warranties shall inure to the benefit of and be assignable to Buyer.

12. INDEMNIFICATION  Seller warrants that all Products supplied under the Purchase Order, and Buyer's purchase, installation and/or use of the Products do not infringe any patent, license, industrial patent right, copyright, mask work right, trade secret, trade name, trademark or service mark, franchise or any other industrial and/or intellectual property right of any third party. Without prejudice to any other right or remedy available to Buyer under the Purchase Order, hereunder, or at law, Seller shall indemnify and hold Buyer and its successors and assigns, harmless from and against all liabilities, claims, suits, losses, damages, costs and expenses (including reasonable attorney fees), arising from or relating to a third party's claim arguing that any of the foregoing constitute infringement, violation or misappropriation of any intellectual property right or other proprietary right of a third party, provided, however, that Buyer at its own option shall have the right to participate in the defense of any such claim or suit without relieving Seller of any of its indemnification obligations above. Without prejudice to any other right or remedy available to Buyer under the Purchase Order, hereunder, or at law, Seller shall procure the right for Buyer to continue to use the Products at no extra costs to Buyer. In addition to the indemnification obligation above, Seller shall also indemnify and hold Buyer and its successors and assigns harmless from and against all liabilities, including without limitation claims, losses, damages, costs and expenses (including reasonable attorney fees) arising from or relating to Seller's (or its officers', employees', agents', or Sub-Vendors') failure to comply with any of its obligations hereunder or under the Purchase Order; provided, however that, Buyer at its own option shall have the right to participate in the defense of any such claim or suit without relieving Seller of any obligations hereunder or under the Purchase Order.

13. CONFIDENTIAL INFORMATION  Seller agrees to treat as strictly confidential and to use only for the purposes of the Purchase Order all information, including but not limited to technical and commercial information, which is provided "as is" in whatever form or medium by or on behalf of Buyer, and to give access to such information only on a need-to-know basis to its employees, and not to transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Buyer's prior written consent. Seller shall, upon Buyer's demand, promptly return to Buyer or destroy all such materials and information, not retaining any copies thereof. Seller shall not use the name, logo, trademark, or any other reference to Buyer, either direct or indirect, in press releases, advertisements, sales literature or other publications and shall not disclose the terms and conditions of the Purchase Order, without the prior written consent of Buyer.

14. TERMINATION  Buyer shall have the right, without prejudice to any other rights or remedies which Buyer may have at law or in equity, to terminate the Purchase Order in writing, without paying any compensation or penalty to Seller (a) before Seller's acknowledgement of order pursuant to Section 2 above, or (b) if any of the following events occur: (i) Seller fails to deliver the Products on the date scheduled in the Purchase Order; (ii) Seller fails to comply with warranty obligations; (iii) Seller unreasonably withholds its consent to Purchase Order changes as per Section 8 above; (iv) Seller is in material breach of any of its obligations under this Agreement or any other contract between the parties to which the Purchase Order is subject, and the breach is not cured within ten (10) days from receipt of written notice from Buyer of the breach; (v) a proceeding under insolvency, bankruptcy, liquidation, dissolution or similar laws is commenced against Seller; (vi) any attachment is made over the assets of Seller or on its behalf; (vii) Seller makes an unauthorized assignment for the benefit of creditors; (viii) any other person or entity than the person or entity having control over Seller at the date of the Purchase Order acquire control over Seller; or (ix) an occurrence of an event that constitutes a circumstance of Force Majeure according to Section 15 hereafter gives rise to a delay lasting more than thirty (30) days from the scheduled delivery date. Buyer's right to terminate the Purchase Order pursuant to this Section 14 shall not affect or be a waiver of any other rights and remedies which may survive the termination of the Purchase Order. Buyer's right to require performance of any obligation hereunder shall not be affected by any previous waiver, forbearance or course of dealing by Buyer.

In addition, unless otherwise agreed in writing, Buyer reserves the right to terminate in writing at any time the Purchase Order in full or in part without having to justify the decision. Upon receipt of Purchase Order's termination Seller shall (i) immediately stop all work under the Purchase Order; (ii) place no further orders nor make any further commitments for materials or services to complete the work; (iii) follow Buyer's directions as to disposal of work in progress and finished Products; and (iv) use its best effort to minimize costs and losses due to the termination. In case of termination not due to a default by Seller, Seller shall be entitled to claim reasonable compensation, the amount of which shall be settled by mutual agreement of the parties, taking into account the time of termination, the work already carried out and the costs and expenses already sustained by Seller under the terminated Purchase Order, as well as the possibility to sell the Products to other customers. Buyer shall have the right to audit all elements of such compensation and Seller shall make available to Buyer on request, all books, records and papers relating thereto. THE FOREGOING STATES BUYER'S ENTIRE LIABILITY FOR TERMINATION.

All provisions hereof or of the Purchase Order destined to survive the dissolution, termination or expiration thereof shall survive such dissolution, termination or expiration.

15. FORCE MAJEURE   Neither party shall be responsible for any delay or failure in performance arising as a result, and to the extent, of any occurrence or contingency beyond its reasonable control, including but not limited to, accident, act of God, acts of the public enemy, earthquake, fire, flood, riots, civil commotion, war (declared or not), requirements or acts of any government, de facto government or agency thereof. The delayed party shall immediately send written notice of the delay and the reason thereof to the other party. A shortage or lack of labor, material, water, electric power or gas and any failure of Sub-Vendor to perform its obligations will not be considered as a cause or an event of force majeure unless it is a consequence of force majeure as defined in this Section 15.

16. COMPLIANCE WITH LAW AND AUTHORITY   Seller represents and warrants to Buyer that the Products have been designed, manufactured and delivered in compliance with all applicable laws and regulations and there has been no violation of applicable laws and regulations in relation to the performance of the Purchase Order. In the event of dangerous or hazardous Products including chemicals, Seller shall provide to Buyer all necessary documentation, including without limitation detailed specifications of the composition of such Products, required by Buyer or otherwise by applicable laws and regulations.

Seller shall indemnify and hold Buyer and its successors and assigns harmless against any and all claims, liabilities, judgments, expenses, damages, losses and/or other costs incidental thereto resulting from Seller's failure to comply with applicable laws and regulations.

17. GOVERNING LAW AND DISPUTE RESOLUTION  The Purchase Order and this Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea. The 1980 Vienna Convention on the International Sale of Goods shall not be applicable. All disputes arising out of or in connection herewith shall first be attempted by Seller and Buyer to be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. All disputes that are not so settled shall be submitted under the exclusive jurisdiction of Seoul Central District Court, provided that judgment rendered thereby may be entered and enforced in any court of competent jurisdiction.

18. SUB-CONTRACTING AND ASSIGNMENT   Seller shall not, without Buyer's prior written consent, sub-contract directly or indirectly at any level the performance of the Purchase Order or any part thereof. In case Seller is permitted to subcontract any of its obligations hereunder or under the Purchase Order, it shall remain fully responsible and liable for the proper performance of its obligations under any agreement between Buyer and Seller. Seller shall indemnify and hold Buyer harmless against any and all claims of its Sub-Vendors, contractors and/or suppliers.

Seller may not assign any agreement between the parties without the prior written consent of Buyer. Any assignment of the agreement between the parties by Seller, in whole or in part, voluntarily, by operation of law or otherwise, without the prior written consent of Buyer, shall be void. Buyer may assign any agreement between the parties to any of its affiliates upon written notice to Seller.

19. NO WAIVER  No waiver by Buyer of any breach or default of Seller under the Purchase Order or this Agreement shall be effective unless it is in writing, and such waiver shall not be a waiver of any subsequent or different breach or default. No failure or delay by Buyer in enforcing any provision of the Purchase Order or this Agreement or in exercising any right, power or privilege thereunder and hereunder shall operate as a waiver thereof and hereof, and nor shall it affect Buyer's right to enforce compliance thereto and hereto at a later time.

20. NOTICE   All notices given hereunder shall, unless otherwise specifically provided, be given in writing by personal delivery, mail, electronic mail, or facsimile transmission at the respective addresses of Seller and Buyer set forth in the Purchase Order, unless either party at any time designates another address for itself by notifying the other party thereof. Notices given as herein provided shall be considered effective upon receipt by the intended recipient.

21. SEVERABILITY   In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

22. HEADINGS   Section headings are for convenience only and shall have no legal or interpretive effect.