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 February 20, 2015 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
1.1 The objective of this Contract is to carry out and provide Acoustic Test at KARI Chamber in Korea 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 Appendix 1. Statement of
Work as well as Contractor’s proposal.
1.2 Acoustic Test at KARI Chamber in Korea shall be performed for four (4) days until February 20, 2015.
1.3 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.
1.4 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.
Article 2. Contract Price and Terms of Payment
2.1 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.
2.2
The payment of Contract amount specified in Article 2.1 shall be made after delivering the
Acoustic test report and Logical diagram for safety system to KARI and made in USD or EURO
by telegraphic transfer to the bank account as designated by Contractor in its invoices. KARI
shall remit the payment within thirty (30) days after KARI’s receipt of Contractor’s invoice.
2.3
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.
2.4 The Contract price excludes any VAT that may be applicable in Korea.
2.5 All banking charges incurred in Korea shall be borne by KARI, and those charges incurred
outside Korea shall be borne by Contractor.
KARI KARI Proprietary
Korea Aerospace Research Institute
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Article 3. Taxes and Duties
3.1 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.
3.2
KARI shall forward proof of the withheld Applicable Tax to the Contractor within ninety (90)
days of payment.
3.3
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.
3.4
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 4. Performance Bond
4.1
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.
4.2
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 8 ‘Termination’.
4.3
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.
4.4
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.
Article 5. Delivery
Contractor shall deliver the Acoustic test report and Logical diagram for safety system in accordance with
the Appendix 1. Statement of Work.
KARI KARI Proprietary
Korea Aerospace Research Institute
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Article 6. Delays in Performance
6.1 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.
6.2 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 7. Final Acceptance
7.1
Final Acceptance of this Contract shall occur only after:
(a) Acoustic Test at KARI Chamber in Korea to be performed by the Contractor under the Contract
has been completed in accordance with this Contract; and
(b) Contractor has demonstrated to KARI that the Acoustic test report and Logical diagram for
safety system meet the specifications and requirements in this Contract.
7.2
If the Acoustic test report and Logical diagram for safety system 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 be accepted in accordance with the requirements of Article 7.1.
7.3
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.
KARI KARI Proprietary
Korea Aerospace Research Institute
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Article 8. Termination
8.1 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) 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.
8.2 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, 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 9. Governing Law
The validity, performance, construction, and effect of this Contract shall be governed by the laws of the Republic
of Korea.
Article 10. 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
KARI KARI Proprietary
Korea Aerospace Research Institute
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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. Gwang-Rae CHO
Name:
Title: President
Title:
KARI KARI Proprietary
Korea Aerospace Research Institute
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Appendix 1. Statement of Work
1.1. General
As a Korean government-funded research institute, Korea Aerospace Research Institute (KARI) has a satellite assembly,
integration and test center (hereinafter referred to as “AITC”) for joint use by corporations and research institutes for
the purpose of the effective development of domestic satellites. And basic facilities and equipment for satellite assembly
and test have been supplied, installed and used.
To increase the acoustic capability with the minor modification of facility, the investigation has been performed.
For these reasons, KARI would like to perform the acoustic test with acoustic sources of contractor in KARI acoustic
chamber system.
1.2. Technical Requirements for acoustic testing
To show the satisfaction of acoustic test requirement, contractor shall supply the acoustic sources which will be used in
KARI acoustic test and returned to contractor’s company. To perform the acoustic test in KARI with the use of
contractor’s source, contractor shall prepare the needed interface. During the test period in KARI, acoustic engineer of
contractor’s company shall participated in the test.
1.2.1 KARI interface requirements for acoustic testing
A. Contractor shall supply the required all interfaces to perform the acoustic testing with acoustic source of
contractor
B. KARI don’t supply the additional interface or modification of facility to contractor
C. Contractor shall send the acoustic engineers to perform the acoustic test with KARI engineers.
GN2 flow rate supplied to acoustic source: Max. 2.5kg/sec at 2 bar
Electrical power : 220 Volts
Acoustic chamber volume : 1,200m3
Amplifier of WAS 3000 & Interface
Acoustic horn and pipe interface
Acoustic controller : KARI software & M+P controller
1.2.2 Test Requirements for Acoustic Test
A. With the acoustic source of contractor, contractor shall perform the acoustic test in KARI site and show
the satisfaction of the test spectrum within the tolerance defined in Table 1.
B. Contractor shall install the acoustic source and interface
C. Contractor shall use the Low & High frequency sources
KARI KARI Proprietary
Korea Aerospace Research Institute
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D. KARI engineer shall perform the acoustic control under the participation of engineer of contractor
E. Performance test period is 4 days in KARI
F. Acoustic test shall be performed until 20th of February of 2015.
G. After finishing the acoustic test, contractor shall supply the test report
1.2.3 Logical diagram for safety system
A. Contract shall supply the logical diagram for safety on KARI vibration facility
B. After analyzing the KARI facility components, make a logical diagram for safe operation of facility
Table 1 Acoustic test requirement for spectrum and tolerance at KARI Chamber
25
132
+3/-3
31.5
139
+3/-3
40
140
+3/-3
50
143
+3/-3
63
145
+3/-3
80
144.5
+3/-3
100
144.4
+3/-3
125
144.3
+3/-3
160
144.2
+3/-3
200
144
+3/-3
250
143.5
+3/-3
315
144
+3/-3
400
143
+3/-3
500
141
+3/-3
630
139
+3/-3
800
138
+3/-3
1000
137
+3/-3
1250
136
+3/-3
1600
134
+3/-3
2000
132
+3/-3
2500
131
+3/-3
OVSPL
155
+1/-3
Test Spectrum
Tolerance
1/3 Freq (Hz)
1.3. Subject & Deliverable Items
A. Acoustic test report
B. Logical diagram for safety operation
The delivered documentation shall be in English language and International System of Units
shall be used.
KARI KARI Proprietary
Korea Aerospace Research Institute
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List of deliverable items
Deliverable items
- Acoustic test report
- Logical diagram for safety operation
1.4. Review and Key-points
Kick-off/ TRR/PTR reviews shall be held.
Review
Purpose
Schedule
Kick-off
-Review the requirements of the system
-Understand the facility interface
EDC+10 days
Test Readiness
Review
- Review test plans, sequences and procedures
2 weeks before
test activity
Post Test result
Review
- Review the acoustic test results
1 week after the
test ends
The reviews attendance, duration, and documentation may be optimized in view of the above defined goals, in order to
avoid unnecessary duplications.
1.5 Management requirements
The Contractor shall implement and maintain a prefect management organization in order to manage and control
adequately all the activities of the contract.
The Contractor shall nominate the key persons who perform the essential functions for the execution of tile contract.
Any change of key personnel shall be reported to KARI beforehand.
Electronic information exchange shall be implemented according to any of the following production standard:
- MS-Word, MS-PowerPoint, MS-Excel for Windows XP
- Portable Data Format document generated using Adobe Acrobat Software
Documentation transmission may use either Internet, e-mail or hard media (CD-ROM, diskettes). Existing
documentation will be kept as is. In any case, formal paper copy shall be delivered.
KARI will exercise its control and monitoring of the Contractor through the progress reports, progress meetings or other
meetings, and reviews as defined in this S.O.W. Conference calls can be organized whenever necessary or for efficiency
reasons.
The Contractor shall provide a project directory enabling efficient communications and keep it up to date.
