KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
Contract
For
Purchase and Supply
Of
Contract No. : KARI-11-
Between
Korea Aerospace Research Institute
And
“ABC” Company
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
2
General Terms and Conditions
Table of Contents
“Preamble” and “Whereas” Clause
Article Title Page
Article 1. Definitions ...................................................................................... 4
Article 2. Contract Price and Payment Term .......................................................... 5
Article 3. Delivery.......................................................................................... 5
Article 4. Extension of Delivery......................................................................... 6
Article 5. Vessel Arrangement............................................................................ 6
Article 6. Packing and Marking ......................................................................... 7
Article 7. Service/Spare Parts and Erection Tools ................................................... 7
Article 8.
Inspection and Acceptance .................................................................. 7
Article 9. Performance Guarantee....................................................................... 8
Article 10. Warranties ....................................................................................... 8
Article 11. Performance & Warranty Bond ............................................................. 9
Article 12. Supervision and Training Service ........................................................ 10
Article 13. Liquidated Damages for Late Shipment................................................. 10
Article 14.
Drawings, Machine Specifications and Approval Procedures ............. 11
Article 15. Reports for Work Progress ................................................................. 11
Article 16. Sub-Contracting.............................................................................. 12
Article 17. Permits ......................................................................................... 11
Article 18. Confidentiality ............................................................................... 12
Article 19. Industrial and/or Intellectual Property Rights .................................. 12
Article 20. Language ...................................................................................... 12
Article 21. Taxation........................................................................................ 13
Article 22. Title and Lien................................................................................. 12
Article 23. Notice .......................................................................................... 13
Article 24. Assignment.................................................................................... 13
Article 25. No Waiver ..................................................................................... 13
Article 26. Force Majeure ................................................................................ 14
Article 27. Severability and Enforceability ........................................................... 14
Article 28. Modification, Addition and Amendment ................................................ 14
Article 29. Independent Contractor..................................................................... 14
Article 30. Governing Law and Arbitration........................................................... 15
Article 31. Termination ................................................................................... 14
Article 32. Entire Agreement ............................................................................ 15
Article 33. Effective Date ................................................................................ 15
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
3
Annexes
Annex A.
Offer
Annex B.
Proforma of Bank Guarantee Letter
Annex C.
Final Acceptance Letter (Certificate of Completion)
Annex D.
Technical Specification
Annex E.
Power of Attorney
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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Preamble
This Contract made on XXX XX, 2011 by and between Korea Aerospace Research
Institute(“KARI”) established under the law of the Republic of Korea with its principal
office at 45 Eoeun-Dong, Yuseong-Gu, Daejeon 305-333 Korea, and XXX(“Supplier”)
established under the law of XXX XXX with its principal office at XXX XXXX.
Witnesseth
Whereas, KARI is desirous of acquiring Equipment defined hereinafter;
Whereas, Supplier has the knowledge and experience in developing and
manufacturing of the Equipment;
Whereas, Supplier is willing to supply and deliver Equipment to KARI;
Whereas, KARI desires to procure and Supplier desires to supply Equipment in
accordance with the terms and conditions provided for hereinafter set forth;
Now, therefore, in consideration of the premises and the mutual agreements herein
contained, the parties hereto have agreed to the following:
Article 1. Definitions
In this Contract where the context so admits the singular includes the plural and vice versa and the
following terms shall be defined and construed as follows;
1.1
Equipment means all parts, accessories, facilities, hardware, and software to be supplied by
Supplier to KARI pursuant to this Contract.
1.2
Erection Tools means tools and other apparatus and/or instruments which are necessary for
the erection and commissioning of Equipment at site.
1.3
Contract means and includes all the terms, provisions, covenants and/or other conditions in
this Contract and its attachments.
1.4
Supervision means the supervising services to be rendered by Supplier and/or by the
supervisors for supervising and performing the erection and test run of the Equipment at site
in accordance with the Contract.
1.5
Supervisor means the person authorized by Supplier to perform the supervision.
1.6
Contract Specifications means any and all specifications and its addendum attached in
Annex D, such as the Purchase Specifications and the Standard Specifications for Machinery
and Equipment, and so forth, all of which shall be incorporated into and made binding as an
integral part of this Contract.
1.7
Site means the area where the Equipment is to be erected, and located in the Republic of
Korea.
1.8
Month, Week, and Day mean calendar month, calendar week and calendar day according to
the Gregorian calendar, respectively.
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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1.9
FCA and FOB means that Supplier fulfills his obligation to deliver when the goods handed
over to KARI's Carrier or Forwarding Agent at the named place to be interpreted in
accordance with the provisions of INCOTERMS, 2000.
1.10
Final Shipment means the date of shipment at the time when Supplier has shipped the final
Equipment, in case of partial shipment, on the vessels/aircraft at the port or airport
according to the Article 3 hereof, unless otherwise mutually agreed upon.
1.11
Completion of Work means the completion of installation and commissioning of
Equipment at KARI's site in Korea.
1.12
Services mean technology transfer, technical consulting, Inspection/Acceptance,
Supervision, technical training and other services with regard to this contract.
1.13
Technical Data means all data and information including, but not limited to, technical
writings, sound recordings, computer software, pictorial reproductions, drawings, and any
other data necessary for this contract.
Article 2. Contract Price and Payment Term
2.1
The Contract price for supply of the Services and Equipment shall be the sum of USDXXXX
as referred to Annex A. Offer which covers any and all costs for supply of the Equipment to
the point of FCA XXX International Airport and also covers all the Scope of Supplies and
Services rendered by Supplier specified in this Contract.
2.2
The contract Price is a firm and fixed amount not subject to any escalation or to any
adjustment or revision for any reason whatsoever, including but not limited to the increase
of actual cost incurred by Supplier in the performance of the Contract.
2.3
The payment of Contract amount specified in Article 2.1 shall be made as per the following
payment schedule, unless otherwise agreed upon by the Parties;
a. First payment(USDXXX) for the 90% of total contract amount shall be made against and
upon the presentation of shipping documents as a proof of shipment of the Equipment.
b. Second and final payment(USDXXX) for the rest 10% of total contract amount shall be
made against the presentation of Final Acceptance Letter issued by KARI as set forth in
Article 8.5 hereof.
2.4
All payment under this Contract shall be made by KARI to Supplier in the currency
mutually agreed upon by the Parties by wire transfer.
2.5
All banking charges incurred in Korea shall be borne by KARI, and those charges incurred
outside Korea shall be borne by Supplier.
2.6
Supplier shall send to KARI one original and one copy of proforma invoice by registered
airmail at least two weeks prior to the delivery date of the espective Equipment provided for
in Purchase Specifications for Machinery and Equipment. The proforma invoice shall be
valid up to the time of delivery date of the Equipment.
Article 3. Delivery
3.1 All delivery terms used in this Order and all deliveries made are to be in accordance with Incoterms
2000.
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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Such delivery shall be based on:
(a) The Product shall be the same as specified on Annex D. Technical Specifications.
(b) The Partial Shipment shall not be permitted without written consent of KARI. When the
partial shipments are allowed under this Contract, the Contractor shall submit to KARI
the written schedule of partial shipments at the time of making Contract.
(c) The Transshipment shall not be permitted.
3.2
Supplier shall advise KARI of preliminary delivery schedule and estimated measurement
/weight information two(2) weeks prior to the delivery.
3.3
Unless otherwise mutually agreed, Supplier shall make the Equipment ready for shipment
and the Equipment shall be handed over to the KARI's Carrier or Forwarding Agent on the
delivery of FCA XXX International Airport by the Delivery Date of XXXX XXX, and
then Supplier shall complete the Installation/Acceptance Test within one month from the
date of customs clearance in Korea by KARI, except in the event of Force Majeure as
provided for in Article 26 hereof.
3.4 The date of KARI Forwarder’s Receipt shall be constructed as the date of shipment and
delivery date.
3.5
As soon as shipment is made, Supplier shall send (1) copy of each of the following shipping
documents to KARI by Fax(+82-42-860-2666) or E-mail(XXX@kari.re.kr).
a. KARI Forwarder’s Receipt
b. Commercial invoice
c. Packing list
d. Manufacturer’s Inspection Report
Article 4. Extension of Delivery
KARI may have the right to extend the Delivery Schedule specified in Purchase Specifications of the
Inquiry Documents for the period of maximum six(6) months, if necessary, at its sole discretion, with
the one(1) month prior to written notice of extension to Supplier. Supplier shall, during the extension
period, properly protect and secure the Equipment for the avoidance of loss and damage on the
Equipment.
Article 5. Vessel Arrangement
5.1
The necessary space booking on board vessel or aircraft for shipping the Equipment shall be
arranged by KARI, provided that, if requested by KARI, Supplier shall assist KARI in such
arrangement of the space booking for the shipment of the Equipment with understanding of
use of KARI's Carrier or Forwarding Agent.
5.2
In case KARI arranges the vessel or aircraft by itself, KARI shall inform Supplier of the
vessel/aircraft name and its expected date of arrival at and departure from the shipping
port/air port by written notice.
5.3
In case the crane is needed for handling the Equipment at the time of loading, Supplier shall
bear the charges for such crane for loading Equipment.
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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Article 6. Packing and Marking
6.1
The Equipment shall be packed in seaworthy packing conditions according to international
commercial and industrial practice. Supplier shall apply proper anti-erosion and/or anti-rust
compounds or coating, protective water proof wrapping and/or packing, as the case may be.
6.2
The packages are to be properly identified with tags, labels, and/or inscriptions in
accordance with practice generally acceptable in the trade.
6.3
Upon consultation by the Parties, Supplier shall reimburse KARI for any and all expenses
incurred by KARI as a result of improper and/or faulty packing or marking.
6.4
Special Packing Requirements for Service/Spare Parts; Supplier shall make separate packing
for service and spare parts from main Equipment.
Article 7. Service/Spare Parts and Erection Tools
7.1
Supplier shall provide KARI with the service/spare parts/erection tools and equipment for
KARI's use for consumable and two(2) year operation as per the Scope of supplies specified
in Contract Specifications.
7.2
Supplier shall provide KARI with the recommended spare part (un-priced)list for ten(10)
year’s use if required by KARI.
Article 8. Inspection and Acceptance
8.1
KARI shall have the right to carry out by itself or to appoint another qualified inspector for
inspection of the Equipment and general progress during the manufacture, packing and
preparation for shipment of the Equipment.
8.2
In the event that KARI desires to dispatch its inspector or its authorized inspector for
inspection of any or all Equipment, Supplier shall make due arrangement for free access of
the inspector to Supplier's workshops or Sub-Supplier's workshops at reasonable time. Each
party shall bear its own costs related to these inspections.
8.3
After inspection provided for in Article 8.1 hereof is carried out satisfactorily, KARI shall
issue Pre-Acceptance Letter in the written form stating that the Equipment has been fully
proven as satisfactory in all respects of the requirements of the Contract Specifications
including performance and it will be pre-accepted by KARI. If KARI's representative
countersigns on Supplier's certificate of inspection, such certificate shall be deemed as the
said Pre-Acceptance by KARI.
8.4
KARI shall be entitled to refuse to accept Equipment partially or totally if the inspection or
testing as aforesaid in the Article 8.1 reveals that the Equipment is not in accordance with
the Contract Specifications or approved detailed descriptions, drawings and/or technical data
involved. In such case Supplier shall repair, replace or modify free of charge the Equipment
in question to bring it into conformity with the Contract Specifications and approved
detailed descriptions, drawings and/or technical data, as aforesaid, and shall notify KARI
when the same are ready for new inspection or testing which shall be carried out under the
same terms and conditions as the original inspection and testing. In this case, the costs
incurred by KARI due to such a reinspection including but not limited to, travel expenses of
KARI's inspector, any special reinspection costs and so forth, shall be borne by Supplier.
Nevertheless, the failure of KARI to detect nonconformity with the Contract Specifications
or detailed descriptions, drawings and/or technical data during any such inspections or
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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testing shall not relieve Supplier of any of its obligations under this Contract.
8.5
KARI shall make the inspection upon the Equipment at KARI's site at its expense with
the presence of Supervisors or Supplier's Korean Agent according to the requirements of the
Inspection and Acceptance Procedure in Standard Specifications. The detailed schedule of
such inspection shall be mutually decided through mutual negotiation by the Parties.
Immediately after the try-out and commissioning at KARI's site, KARI shall issue the Final
Acceptance Letter in the written form as attached Annex. C stating that the said Equipment
has been fully proven as satisfactory in all respects of the requirements of the Contract
Specifications as referred to Annex D.
8.6 In case of missing/shortage item or failure to meet guaranteed operating specifications or if
the tests reveal defective or faulty materials, design and/or workmanship attributable to
Supplier and/or its Sub-Suppliers, Supplier shall, at Supplier's cost including airfreight,
insurance, duties and taxies for customs clearance in Korea, promptly make all necessary
redesign, supply and/or workmanship required to remedy such faults or defects in order to
assure that the specifications are conformable to the requirements set forth in Contract
Specifications. Once the defects have been corrected, the tests shall be repeated as many
times as necessary until the design specifications as aforesaid are into conformity. Costs
incurred in connection with any repeated tests, whether direct or indirect, shall be borne by
Supplier.
Article 9. Performance Guarantee
9.1
Supplier shall guarantee that the Services and Equipment shall have the performance
confirming to the requirements specified in the Contract Specifications. Such performance
shall be proved by means of the provisions set forth in Article 8. hereof, under the additional
condition that KARI shall be satisfied with all documentation provided by Supplier, other
than the Contract Specifications, and that performance parameters based on such data or
documentation are established by testing and inspection.
9.2
Supplier shall be released from this guarantee by the Final Acceptance from KARI as
provided for in the Article 8. Supplier shall provide its engineer at its own cost to rectify all
the defects and/or deficiencies of the Equipment, if any, to fulfill the requirements of
Inspection and Acceptance Procedure in accordance with the requirements of the Contract
Specifications, if and when such defects and/or deficiencies have been proven and admitted
as not attributable to KARI.
9.3
In the event that Supplier does not commence rectification of such proven and admitted
defects and/or deficiencies, or does not complete the said rectification with reasonable
diligence, then KARI may at its option rectify the defects and/or deficiencies at Supplier's
expense. In the latter case, Supplier shall reimburse KARI for all costs incurred in
connection with KARI's rectification of the defects and/or deficiencies within thirty(30)
days of receipt of KARI's written invoice setting forth such costs.
Article 10. Warranties
10.1 All Services shall be performed according to the highest professional industrial standards
and shall conform to the requirements of this Contract and shall comply with all applicable
laws and regulations. All items and Services provided or delivered by Supplier to KARI or
any person designated by KARI shall be sufficient, correct, and complete to enable KARI or
its Subcontractors to perform their work for this contract.
Supplier hereby warrants the
Services and Equipment against deviation from the Contract Specifications and against
defects in workmanship, material and design when the Equipment is used under normal
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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operation and proper maintenance conditions. Supplier's obligation under this warranty shall
be discharged by furnishing, to KARI's site at Supplier's expense including airfreight,
insurance, duties, and taxies for customs clearance in Korea, a similar part to replace any of
Supplier's supply, or repairing the defective part which, within the Warranty Period
specified as under, proves to have been defective in manufacture and design. Supplier may
at its option inspect the defective part or request the return of defective part at Supplier's
cost in order to confirm KARI's claim.
10.2
Warranty Period hereof shall be three (3) years after the date of Final Acceptance provided
for in the Article 8.5.
10.3 Such part of the Equipment as found defective and replaced or repaired shall have the period
of warranty for replaced or repaired part of six(6) months renewal from the date of
replacement and repair, if and when the claim for replacement or repair is established and
proved during the Warranty Period as set forth in the Article 10.2 Such six(6) months
renewal of warranty shall continue in effect after the termination of the Warranty Period as
set forth in Article 10, but in no event shall the Warranty Period be deemed shortened due to
such six(6) months renewal.
10.4
The warranty provided for in this Article shall not apply to ordinary wear and tear or
consequential damages during the Warranty Period
10.5
In the event that Supplier does not commence immediately the rectification on such proven
or admitted defects after receipt of notice from KARI, or does not complete the said
rectification with reasonable diligence, KARI may, at its option, correct the defects at
Supplier's expense. In the latter case, Supplier shall reimburse KARI for all costs incurred in
connection with KARI's rectification of the defects and/or deficiencies within thirty(30)
days after receipt of KARI's written invoice setting forth such costs.
10.6
Notwithstanding anything contained herein elsewhere, Supplier shall indemnify, defend and
hold harmless KARI, its officers, directors, agents and employees from and against any and
all property and/or personnel losses, injuries, deaths and/or damage arising from the
defective part or parts of Equipment.
10.7 Unless otherwise specifically agreed upon by the Parties, each Equipment Assembly
including all accessory materials and/or equipment shall be treated as single unit and
Supplier accepts total overall responsibility for all components and the coordination of such
components as a single unit. The fact that certain components are not of Supplier's
manufacture or that Sub-Suppliers have been so designated by KARI shall in no way relieve
Supplier from full responsibility for the entire supply of this Equipment. Supplier shall
accept unit responsibility for the supply of each Equipment Assembly including all
accessories to the same extent as if the entire supply of each component were of Supplier's
own design and manufacture.
Article 11. Performance & Warranty Bond
11.1
Supplier shall furnish to KARI within three(3) weeks from the date of signing this Contract,
an unconditional and irrevocable letter of guarantee issued by first class international bank
acceptable to KARI for a sum equivalent to ten(10) percent of total Contract amount. Such
letter of guarantee shall be drawn in favour of KARI and advised to KARI through Woori
Bank (Daejeon Branch at 1495 Dunsan-Dong Seo-Gu Daejeon, Korea TEL:+82-42-488-
9704) and shall be valid till the expiry date of Warranty Period provided for in the Article
10.2 plus one(1) month thereof. In case Supplier fails to furnish the requisite bank guarantee
as referred to the Annex B, then KARI may have the right to terminate this Contract. Or, if it
is impossible for the Supplier to furnish bank guarantee, Supplier shall deposit the guarantee
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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amount to KARI during the warranty period. KARI shall refund the deposit amount to the
Supplier when the period is ended without any critical claims.
11.2
Otherwise Supplier’s Korean Agent shall establish the Performance Bond in the form of
cash(Korean currency), certified check or surety bond issued by the Korean Guarantee
Insurance Company payable in Korean Won.
11.3 KARI shall have an unqualified option under this guarantee to invoke the banker's guarantee
and claim the amount thereunder in the event of Supplier's failing to honour any of the
commitments entered into under this Contract and/or in respect of any amount due from
Supplier to KARI.
11.4
Upon the KARI's issuance of Final Acceptance Letter for the Equipment as referred to the
Annex C, the above bank guarantee shall be considered to constitute Supplier's warranty for
the Equipment delivered by Supplier and its due performance in accordance with the terms
and conditions hereof.
Article 12. Supervision and Training Service
12.1
Under the provisions set forth in this Article, Supplier has all responsibility for the
supervision of commissioning & installation as turn-key obligation and must provide free
supervision till Final Acceptance as follows;
- for Monday through Friday : from 09:00 AM to 06:00 PM
- overtime if required
and Supplier shall dispatch Supervisors to site to supervise and perform the erection and
commissioning of the Equipment specified in the relevant parts of Contract Specifications.
All expenses in respect to dispatch of Supervisors to KARI's site shall be on Supplier's
account.
12.2 The number of Supervisors and their staying periods shall be mutually agreed by the Parties.
Such periods shall be counted as per the actual working days at KARI's site.
12.3 Supervisor shall work for the days from Monday to Friday except Korean holidays during
the week. However, in case of emergency, Supervisors shall work over during the above
working hours.
12.4 Supplier shall send to KARI or cause Supervisor to bring with him all required Erection
Tools for Supervisor's use.
12.5 Supplier agrees to indemnify KARI and hold KARI harmless from any and all liability,
damages, or claims of any sort which may be made against KARI as a result of the conduct
or presence of any of the Supervisors arising during or after the period of such supervisor's
staying period in Korea.
12.6 Notwithstanding the foregoing, KARI may have the right to dispatch its personnel to
Supplier's plant for the training related to the operation and maintenance of Equipment and
the erection work thereof as per the training provision in the Contract Specifications.
Article 13. Liquidated Damages for Late Shipment
13.1 If the Delivery Dates and Installation/Acceptance Test set forth in Contract Article 3.3 are
not met, KARI shall have the right to apply a liquidated damages, not by way of penalty, of
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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zero point two(0.2) percent per day of the total Contract price unless such delay is an event
of Force Majeure, and shall be deducted from the amount at remittance. However, the
amount of said liquidated damage shall not exceed ten(10) percent of the Contract price of
the Equipment.
13.2
In the event that the sum of liquidated damages for late shipment as set forth in the Article
13.1 exceeds ten(10) percent of the Contract price of the Equipment and the Equipment or
any part thereof still has not been delivered, KARI shall have the option to elect to come to
a new agreement with Supplier with regard to times of shipment and/or additional liquidated
damages, however, the liquidated damages which have accrued against Supplier shall
nevertheless be paid by Supplier to KARI.
Article 14. Drawings, Machine Specifications and Approval Procedures
14.1
Supplier shall provide KARI with general and detailed drawings and technical data
sufficient to define the civil works, foundation requirements for construction, erection, start-
up, operation and maintenance for the Equipment and the components thereof as per the
Annex D, the Technical Specifications.
14.2
In case a Contract require approval of the drawings prior to manufacture, the Contractor
shall submit detailed manufacturing drawings to KARI for approval within the period
designated in the Technical Specification as per the Annex D.
Article 15. Reports for Work Progress
Supplier shall submit the overall progress status report in the form of bar-chart within thirty(30) days
after the contract and thereafter, Supplier shall furnish KARI with monthly progress reports on this
Contract status including the manufacturing status of all Equipment and the preparation for shipment.
KARI will have the right to review any internal statements of documentation of Supplier and/or its
Sub-Suppliers to assure that progress conforms to the said reports.
Article 16. Sub-Contracting
16.1
Supplier shall not sub-contract any of the works related to manufacture, assembly and sub-
assembly of Equipment for major parts to any third party without KARI's prior written
consent thereof, provided that KARI shall not unreasonably withhold the sub-contract by
Supplier.
16.2
Supplier shall be fully responsible for any sub-contracted work to any third party including
the Sub-Suppliers nominated or recommended by KARI.
Article 17. Permits
17.1 For the work to be undertaken by each party pursuant to the provisions of this Contract, each
party shall obtain, acquire and/or procure on its own account all necessary permits, visas,
certificates and/or licenses required by all applicable laws, regulations, ordinances and/or
rules of the state, municipality, territory or political subdivision where the work pertaining
to this Contract is performed or required by any other duly constituted public authority
having jurisdiction over the place where the work pertaining to this Contract is performed
and further agree to indemnify the other party from and against any and all liability and/or
loss incurred by the other party by reason of asserted or established violation of any such
laws, regulations, ordinances, rules and/or requirements. However, each party shall assist
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
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the other party in obtaining such necessary permits, visas, certificates and/or licenses
mentioned in above with a reasonable care.
17.2
Any failure or delay of Shipment caused by any failure or delay of obtaining permits from
all the necessary Governmental authorization, other than Korean Governmental
authorization, shall not affect any clause of this contract and Supplier shall take the
responsibilities for any results from the failure or delay of obtaining any relevant permits or
licenses and return One hundred percent(100%) of the amount paid by KARI under this
Contract .
Article 18. Confidentiality
Each party shall confidentially treat all documents, data, materials and information supplied by one to
the other, and shall not disclose the above to any third party, and shall not use the above for any other
purpose than for the performance of this Contract without prior written consent from the other party.
However this Confidentiality obligation shall not be apply to the information which is made available
to the general public.
Article 19. Industrial and/or Intellectual Property Rights
19.1
KARI acknowledges and Supplier guarantees that all the Industrial and/or Intellectual
Property Rights related to the Services and Equipment provided are owned by Supplier.
19.2
Supplier shall indemnify KARI from and against any and all disputes or claims brought
forward by a third party on the ground that KARI's use of the Services and Equipment
supplied by Supplier hereunder has infringed any Industrial and/or Intellectual Property
Rights of the third party.
Article 20. Language
Any and all documents in connection with this Contract shall be made in English. However, when
mutually agreed upon by the Parties, the documents may be prepared in other language than English.
Article 21. Taxation
21.1
Any and all duties and taxes including but not limited to customs duties, income taxes, sales
taxes, value added taxes and any other tax-like charges imposed, levied or charged to
Supplier in outside of Korea shall be for account of Supplier. Any other duties and taxes
imposed, levied or charged in Korea shall be for account of KARI, except the duties and
taxies regarding the aforesaid Article 8. Inspection, 10. Warranties and 12. Supervision and
Training Services which are already included into total contract amount.
21.2 Any and all charges including but not limited to banking charges, cable charges, forwarding
charges and the like to be incurred by each party shall be for account of each party
respectively.
Article 22. Title and Lien
22.1 Title and risk of the Equipment shall be passed to KARI by Supplier upon shipment of the
Equipment by Supplier to KARI.
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22.2
Title passed by Supplier to KARI shall be free and clear of any lien, restriction, reservation,
security interest and/or encumbrance.
Article 23. Notice
Any and all notice to be given to either party shall be given to the following addresses by registered
airmail or other telecommunication media. Either party may change its address by giving prior notice
to the other party in the manner provided for herein.
For KARI :
COMMERCIAL ITEM TECHNICAL ITEM
Mr. Hang-Seok Cho Dr.
International Contract Department XXX Research Group
Tel : +82-42-860-2659 Tel : +82-42-860-
Fax : +82-42-860-2666 Fax : +82-42-860-
(E-mail address : withu4ever@kari.re.kr) (E-mail address : XXX@kari.re.kr)
For Supplier :
Tel :
Fax :
Article 24. Assignment
This Contract and any right or obligation hereunder shall not be transferable or assignable by
Supplier to a third party without the prior written consent of KARI.
Article 25. No Waiver
The failure of KARI at any time to exercise any of its right hereunder except for rights specially
limited as to the dates of exercise thereof, shall not be, or not be construed to be, a waiver of such
rights nor prevent KARI from subsequently asserting or exercising such rights.
Article 26. Force Majeure
26.1 Force Majeure hereunder shall be constructed as follows: War, preparation for war, blockade,
revolution, insurrection, mobilization, civil commotions, riots, earthquakes, tidalwaves,
typhoons, storms, floods, or any other conditions of similar nature beyond reasonable
control of the Parties.
26.2 Should any event or circumstances of Force Majeure arise upon Supplier, Delivery Date
stipulated in this Contract shall be equally extended for a period which such events or
circumstances will last provided that notice is given by the party claiming Force Majeure as
required in Article 26.3.
26.3 Within fourteen(14) days from the date of commencement of events or circumstances that
may cause any delay in delivery of the Equipment by Force Majeure on account of which
either party claims that it is entitled, under the Contract, to any extension of the time for the
performance of the Contract, such party shall advise the other in writing of the date when
such delay commenced, and the reasons therefore as enumerated in this Contract; likewise,
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
14
within fourteen(14) days after the delay ends, either party shall advise the other in writing of
the date when such delay ended, and shall also specify the redetermined time by which the
performance of the Contract is to be completed. In case one party fails to acknowledge such
notification hereunder within fourteen(14) days after receipt thereof, the date of dispatch of
notice in writing shall be considered the date of notification.
26.4
Force Majeure shall be established by reasonable written evidence of the Chamber of
Commerce and Industry of the country of the party claiming Force Majeure which shall
accompany the written notification of Force Majeure submitted pursuant to Article 26.3.
Article 27. Severability and Enforceability
27.1 If any part or parts of this Contract is or are not effective by any reason whatsoever, the
other effective parts of this Contract shall not be influenced by such ineffectiveness. In such
a case, the Parties shall amend, modify or improve such an ineffective part or parts of this
Contract immediately to make it effective.
27.2 If any provision of this Contract is held void or unenforceable subject to above severability,
the Parties hereto shall consult with each other in good faith to agree upon a remedy
measure with a view to continuing and maintaining this Contract. In case any remedial
measure is not agreed upon by the Parties hereto within three(3) months, this Contract shall
become null and void, retroactive to the date when the cause thereof was arisen.
Article 28. Modification, Addition and Amendment
No modification, addition and/or amendment in the terms and conditions hereof shall bind on the
Parties hereto unless these are reduced to writing and duly agreed upon by the Parties hereto.
Article 29. Independent Contractor
Each party shall act as an independent contractor, and neither party shall be deemed as a
representative, agent, employee or the like of the other party by this Contract.
Article 30. Governing Law and Arbitration
30.1 This Contract shall be construed and governed by the laws of the Republic of Korea.
30.2 Any disputes, controversies, or differences which may arise between the Parties, out of or in
relation to or in connection with this Contract or for the breach there of, shall be finally
settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules
of The Korean Commercial Arbitration Board and under the Law of Korea, the award
rendered by the arbitrator(s) shall be final and binding upon both Parties concerned.
Article 31. Termination
31.1
KARI shall have the right to terminate this Contract at any time, which termination hereof
shall be effective immediately upon its written notice to Supplier without prejudice to any
other provisions hereof in case of insolvency of Supplier, commencement of liquidation of
its business, appointment of any receiver or filing of bankruptcy or corporate organization
petition by or against Supplier. In this case Contractor shall return One hundred
percent(100%) of the amount paid by KARI under this Contract and also pay the termination
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
15
charge of ten (10) percent of total Contract Price not later than fifteen (15) days after
termination date.
31.2
KARI may terminate this Contract, which termination hereof shall be effective immediately
upon its written notice to Supplier in case of Supplier's material violation, non-performance
or default of any provision of this Contract which has not been cured to the satisfaction of
KARI within ninety (90)days after the written notice given to Supplier specifying such
violation, non-performance or default. In this case Contractor shall return One hundred
percent(100%) of the amount paid by KARI under this Contract and also pay the termination
charge of ten (10) percent of total Contract Price not later than fifteen (15) days after
termination date.
Article 32. Entire Agreement
This Contract represents the entire agreement between the Parties hereto with respect to supply of the
Equipment and Services as per the Scope of Supplies specified in contract Specifications and
supersedes any other agreement or understanding, written or verbal, that the Parties heretofore may
have had. No modification, no future representation, promise or agreement shall be binding on either
party unless made in writing and signed on its behalf by its duly authorized representative.
Article 33. Effective Date
33.1
The effective date of this Contract(“EDC”) is the date on which all of the following
conditions have been satisfied:
(a) The duly authorized representatives of the Parties have signed this Contract; and
(b) The appropriate governmental authorities of the Republic of Korea and Supplier’s
country have duly approved this Contract, if required.
33.2
Any amendment to this Contract shall be effective upon signature by the duly authorized
representatives of both Parties and the approval of such amendment by the Government of
the Republic of Korea, if required.
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
16
IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
duplicate in English by causing these presents to be signed by their duly authorized
representatives as of the day and year first above written.
Signed for and on behalf of KARI
Signed for and on behalf of Supplier
---------------------------------------------------- --------------------------------------------------
By : Korea Aerospace Research Institute By : ABC Company
Name
: Joo-Jin Lee, Ph.D.
Name
:
Title : President
Title :
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
17
Annex A.
Offer
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
18
Annex B.
Proforma of bank guarantee letter
Date :
Korea Aerospace Research Institute
45 Eoeun-Dong Yuseong-Gu, Daejeon,
305-333, Korea
Attention : Hee-Seok Kwon
Head of International Contract Department.
.
Dear Sir,
At the request of our Customer, (Supplier and Address), we hereby establish our irrevocable Letter of Credit
committing unconditional payment to the beneficiary in favor of Korea Aerospace Research Institute(KARI)
in the aggregate amount of (10% of Contract Value) Say, (United States Dollars Written Amount), expiring at
our counters in (Bank's location), covering the performance by (Supplier) for Contract Number(Contract
Number) to supply (Contract Description).
Up to the face amount of this Credit in the aggregate, the reimbursement is available to you upon presentation
of your Draft(s) drawn on us At Sight when each Draft is accompanied by the following documents :
1)
Your invoice to (Suppliers) in the Amount of the Draft presented :
2) The written statement signed by a purportedly authorized officer of KARI, seating the Amount of the
invoice is due and payable to KARI under the order and that (Supplier) is in default of its obligations to
KARI thereunder:
3)
A copy of your telex sent to (Supplier) dated at least ten(10) days prior to the date of the Draft presented,
simple notifying (Supplier) that it is in fault under the Order.
All bank charges are for the account of (Supplier).
This bond shall be valid until Warranty Period plus one month.
Thereafter, this bond shall be null and void, even if it is not returned to us.
We hereby agree with you that all Drafts drawn under and in compliance with the Terms and Conditions of
this Credit will be duly honored if drawn and presented at our counters on or before the expiration date of
this Credit.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision) International Chamber of Commerce Publication No.500.
(Bank Name)
By :
Title:
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
19
Annex C.
Final Acceptance Letter
(Certificate of Completion)
CONTRACT NO.: ______________________
L/C NO.:______________________
Dear Mr.__________________;
We, Korea Aerospace Research Institute(KARI) in Korea certify that the captioned
equipments have been successfully tried-out and/or tested at KARI's job site by ______
in accordance with the Contract Article 8, and are issuing this certificate to ABC
Company for the negotiation of 10% (__________) with, ___________, the advising
bank.
Confirmed by :
________________________
Hee-Seok Kwon
Head of International Contract Department
KARI
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
20
Annex D.
Technical Specification
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
21
Annex E.
Power of Attorney
"Sample"
Date :
Ref. No. :
Power of Attorney
To : Korea Aerospace Research Institute(KARI)
45 Eoeun-Dong Yuseong-Ku Daejeon Korea
Enquiry No. : KARI-
Know all persons by these presents, that the under signed doses hereby nominate, constitute and appoint
(Korean Agent Name/Agent Representative Name) is true and lawful attorney in fact, for the (Foreign
Manufacturer or Supplier Name) in its name, place and stead, and for its use and benefit ;
1. To sign the contract and establish performance bond to KARI on behalf of (Manufacturer Name)
2. This power of attorney shall remain in full force and effect until six months from below date.
3. In witness whereof, the (Foreign Manufacturer or Supplier Name) has caused this power of attorney to
be executed by its duly authorized officer as of (specific date).
Signature __________________________
Name :
Title :
