KARI KARI Proprietary
Korea Aerospace Research Institute
Terms and Conditions
Korea Aerospace Research Institute
KARI KARI Proprietary
Korea Aerospace Research Institute
2
Preamble
This Contract made on Month , 2014 and will be valid until Month , 201x by and between Korea Aerospace
Research Institute, established under the law of the Republic of Korea with its principal office at 169-84 Gwahakro,
Yuseong-Gu, Daejeon 305-806, Korea, hereinafter referred to as “KARI” and xxx established under the law of the xxx
with its principal office at xxx, hereinafter referred to as “Contractor”.
Article 1. Objective
The objective of this Contract is to carry out and provide design of seismic mass for horizontal vibration shaker
and perform the technical supports under the Contractor’s responsibility. To accomplish this objective, Contractor
shall perform all the works under this Contract required for the RFP as well as Contractor’s proposal.
Article 2. Scope of Services
2.1 Contractor shall perform and accomplish the Services and any other scopes of works as required
and to be added by KARI’s requests under this Contract in a timely manner.
2.2 Contractor shall provide as sufficient as engineering and administrative manpower and resources
for the timely completion of the Services under this Contract. In the event the Services are not
completed with manpower and resources due to Contractor’s fault, Contractor shall provide any
additional manpower and resources to accomplish the Services free of charge to KARI.
2.3 Contractor shall provide any technical data or technical information as may be needed for KARI to
understand the results of Services free of charge to KARI.
2.4 To accomplish this Contract, KARI shall cooperate to Contractor in order for it to obtain any
necessary government and KARI’s Associates approvals, if necessary. And Contractor shall
obtain any government approvals required to accomplish and perform this Contract free of charge
to KARI
Article 3. Contract Price and Terms of Payment
3.1 For the full, satisfactory and timely performance of all obligations by Contractor in accordance
with the provisions of this Contract, KARI shall pay to Contractor the Contract Price of USD or
EUR XXX.00.
3.2
The payment of Contract amount specified in Article 3.1 shall be made after delivering the
detailed drawing and deliverable items to KARI.
3.3
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 Contractor in the performance of the Contract.
3.4 The Contract price excludes any VAT that may be applicable in Korea.
KARI KARI Proprietary
Korea Aerospace Research Institute
3
3.5 All banking charges incurred in Korea shall be borne by KARI, and those charges incurred
outside Korea shall be borne by Contractor.
Article 4. Taxes and Duties
4.1 If Korean income tax is required to be withheld from amounts paid or payable to Contractor under
this Contract (herein referred to as ‘Applicable Tax’), KARI shall withhold the Applicable Tax
and pay on behalf of Contractor the relevant Korean taxing authority in accordance with
applicable Korean law.
4.2
KARI shall forward proof of the withheld Applicable Tax to the Contractor within ninety (90)
days of payment.
4.3
Neither Party shall be responsible for paying the customs duties, and related taxes, fees or charges
for the personnel and the personal belongings of the other Party.
4.4
Each Party shall further comply with instructions the other Party may issue from time to time in
order to facilitate any exemptions or reductions from customs duties and other taxes that might be
levied on the other Party.
Article 5. Performance Bond
5.1
Contractor shall establish a performance bond within four (4) weeks after EDC in favor of KARI in the value
of ten percent (10 %) of the Contract Price, in the form of an irrevocable and unconditional standby letter of
credit available by KARI’s draft at sight.
5.2
The entire amount covered by the performance bond shall be unconditionally payable to KARI on demand
together with KARI’s written statement to the effect:
(a) that there was a breach of the Contractor in the performance of the Contract (including the breach of its
Subcontractor under the Subcontract); or
(b) that this Contract was terminated by Contractor’s breach as specified in Article 11 ‘Termination’.
5.3
The letter of credit shall be issued by first class international bank acceptable to KARI. The letter of credit shall
be drawn in favor of KARI and advised through the Woori Bank (Daejeon Branch at 1495 Dunsan-dong, Seo-
gu, Daejeon, 302-173 Korea, Tel: +82-42-488-9704, Ext. 312, email: the_banker@wooribank.com) and shall
remain valid through the end of this Contract. The letter of credit shall not be amended, modified or canceled
without KARI's prior written consent.
5.4
It is hereby agreed between the Parties that payment from the performance bond under this Article 5 shall not
affect any other of KARI's rights, privileges, interests or remedies under this Contract.
KARI KARI Proprietary
Korea Aerospace Research Institute
4
Article 6. Delivery
6.1 Contractor shall deliver the detailed drawing and deliverable items in accordance with the defined
schedule and method as set forth in the RFP.
6.2 Contractor shall deliver the detailed drawing and deliverable items under the rule of EXW
Contractor’s facility (EX Works in accordance with the Incoterms 2010) in accordance with the
delivery schedule of this Contract.
Article 7. Delays in Performance
7.1 Excusable Delay
(a) Neither Party shall be responsible to the other Party for any delay in performing its obligations
under this Contract due to any events of Force Majeure.
(b) ‘Force Majeure’ means any act of God, war, act or failure to act of any government in its
sovereign capacity, fire, flood, earthquake, strike, epidemic, quarantine, embargo, nuclear
incident, or any other act unforeseeable and beyond the reasonable control without the fault of
either Party or its Sub-Contractors.
(c) The Party whose performance of obligations hereunder has been affected by any events of
Force Majeure shall notify the other Party within ten (10) days thereafter by sending a
detailed statement and sufficient evidence with respect thereto, and promptly of any
subsequent change in the circumstances, if any. The affected Party shall exercise its best
efforts under the circumstances to remove or remedy the events of Force Majeure and the
effects thereof and resume full performance hereof as soon as possible.
7.2 Non-Excusable Delay
(a) In the event that, unless otherwise excused by virtue of this Contract or the governing or
Applicable law, Contractor delays the provision of Services or delivery of detailed drawing
and deliverable items as stipulated in this Contract, or performance of its other obligations
under this Contract, Contractor shall be responsible for damages incurred by KARI as a result
of such delay.
(b) Non-Excusable Delay, Liquidated damages, shall be applied for late performance or non-
performance at the rate of zero point twenty-five (0.25) percent of total Contract price per
calendar day, up to ten (10) percent of total price.
Article 8. Final Acceptance
8.1
Final Acceptance of the detailed drawing and deliverable items shall occur only after:
(a) detailed drawing and deliverable items to be performed by the Contractor under the Contract
have been completed in accordance with the Contract; and
(b) the Contractor has demonstrated to KARI that the detailed drawing and deliverable items
meet the specifications and requirements in this Contract; and
8.2
If the detailed drawing and deliverable items are determined to be unacceptable, it shall be
considered as non-delivery and the Contractor shall, at its expense, promptly repair or replace
such Items so that it shall comply with the Contract specifications and requirements, and shall
submit such repaired or replaced Items for its confirmation. The repaired or replaced Items shall
KARI KARI Proprietary
Korea Aerospace Research Institute
5
be accepted in accordance with the requirements of Article 8.1.
8.3
The Parties agree that the acceptance of any Items under this Article shall not be interpreted or
construed to mean that such Items are free of all defects and conform in all respects with the
requirements of this Contract, and Contractor shall not be entitled to any additional costs
incurred or to recover any damages suffered due to defects in the Items or KARI’s rejection of
the Items.
Article 9. Intellectual Property
9.1
KARI shall own and have a right to use, without any obligation, all the detailed drawing and
deliverable items provided by Contractor in its performing this Contract. Contractor shall take all
necessary precautions so that the Services supplied hereunder shall be free from infringement of any
patent, design patent, trademark, utility model or any other industrial property right, copyright,
license or any other right thereunder of any third party or parties.
9.2 In the event that any party other than Contractor claims or threatens to claim infringement by KARI
with respect to such use of the detailed drawing and deliverable items, Contractor shall defend, hold
harmless, and indemnify KARI from such infringement claims.
9.3 This Article will survive the completion of the Contract, any termination, cancellation or expiration of
the Contract in any manner whatsoever.
Article 10. Confidentiality
10.1 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.
10.2 If specified by written consent, both parties agree to enter into Non-Disclosure Agreement.
Article 11. Termination
11.1 KARI may terminate this Contract upon written notice to Contractor;
(a) if Contractor commits a material breach of any of its obligations under this Contract which shall
not be remedied within thirty (30) days from the giving of written notice requiring such breach to
be remedied; or
(b) Contractor fails to obtain the export or re-export license from any government other than Korean
government or conditionally obtains in accordance with Article 2.4; or
(c) if Contractor or its creditors or any other eligible party shall file for its liquidation, bankruptcy,
receivership, reorganization, dissolution or similar proceedings, or if Contractor's creditors have
taken over its management.
11.2 In the event of such termination, Contractor shall return to KARI all materials, Data and documentation
provided by KARI, at no cost to KARI, and KARI may perform the Services to completion. In addition,
KARI KARI Proprietary
Korea Aerospace Research Institute
6
KARI, at its sole discretion, may;
(a) either retain the Services which have already been or are supposed to be provided by Contractor
up to the date of such termination by paying the payments which have already become due up to
the date of such termination. Any and all terms and conditions of this Contract shall apply to such
Services as if it had not been terminated; or
(b) Contractor shall return to KARI all the amounts received from KARI up to the date of such
termination, and KARI shall return all Services provided by Contractor under this Contractor up
to the date of such termination, in the manner of “as is”.
Article 12. Warranty
12.1
All items and Services provided or delivered by Contractor 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. Contractor hereby warrants the Services against deviation from the Contract Specifications and
against defects in workmanship, material and design when the Services are used under normal operation and
proper maintenance conditions.
12.2
Warranty Period hereof shall be valid one (1) year after delivering all the detailed drawing and deliverable
items to KARI.
12.3
In the event that Contractor 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 Contractor's expense. In the latter case, Contractor
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.
12.4
Notwithstanding anything contained herein elsewhere, Contractor 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.
Article 13. Governing Law
The validity, performance, construction, and effect of this Contract shall be governed by the laws of the Republic
of Korea.
Article 14. Indemnity
Neither Party shall be liable to the other under this Contract or at law for any indirect or consequ ential
damages including but not limited loss or profits, loss of use or loss of revenue. Any liability to either
Party under this Contract shall be limited to the Contract Price.
Article 15. Effective Date of Contract
15.1 The effective date of this Contract ("EDC") is the date on which the duly authorized representatives of
the Parties have agreed this Contract;
KARI KARI Proprietary
Korea Aerospace Research Institute
7
15.2 Any amendment to this Contract shall be effective upon signature by the duly authorized representatives
of both Parties
Article 16. 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: Korea Aerospace Research Institute
169-84 Gwahakro, Yuseong-gu, Daejeon 305-806, Korea
Commercial matters
Technical matters
Mr. Jung-Nam Cho
Tel: +82-42-860-2613
Fax:+82-42-860-2666
E-mail: jncho@kari.re.kr
Mr. Jong-Min Im
Tel: +82-42-860-2562
Fax:+82-42-860-2234
E-mail: acoust@kari.re.kr
For Contractor: xxx Company
Address
Commercial matters
Technical matters
Mr.
Tel: +
E-mail:
Mr.
Tel: +
E-mail:
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 Contractor
By:
By:
Name: Dr. Seung-Jo Kim
Name:
Title: President
Title:
