KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
Contract
for
High Pressure/Cryogenic Valve and etc
Contract No : KARI-15-0137
Between
Korea Aerospace Research Institute
and
ABC Company
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute
General Terms and Conditions
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 2
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 ........................................................................................... 6
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.................................................................... 8
Article 9. Performance Guarantee ........................................................................ 8
Article 10. Warranties ......................................................................................... 9
Article 11. Performance & Warranty Bond .............................................................. 9
Article 12. Liquidated Damages for Late Shipment ................................................. 10
Article 13. Sub-Contracting ............................................................................... 10
Article 14. Permits .......................................................................................... 10
Article 15. Confidentiality ................................................................................. 10
Article 16. Indust ri al and/or Int ell ectual Propert y R i ght s .................................. 11
Article 17. Language........................................................................................ 11
Article 18. Taxation ......................................................................................... 11
Article 19. Title and Lien .................................................................................. 11
Article 20. Notice............................................................................................ 11
Article 21. Assignment ..................................................................................... 12
Article 22. No Waiver ...................................................................................... 12
Article 23. Force Majeure ................................................................................. 12
Article 24. Severability and Enforceability ............................................................ 12
Article 25. Modification, Addition and Amendment ................................................. 13
Article 26. Independent Contractor ...................................................................... 13
Article 27. Governing Law and Arbitration ............................................................ 13
Article 28. Termination .................................................................................... 13
Article 29. Entire Agreement ............................................................................. 14
Article 30. Effective Date ................................................................................. 14
Annexes
Annex A. Offer
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 3
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 4
Preamble
This Contract made on November XX, 2015 by and between Korea Aerospace Research
Institute(“KARI”) established under the law of the Republic of Korea with its principal
office at 169-84 Gwahak-ro, Yuseong-Gu, Daejeon 34133 Korea, and ABC Company
(“Contractor”) established under the law of XXX country with its principal office at
XXX address.
Witnesseth
Whereas, KARI is desirous of acquiring Equipment defined hereinafter ;
Whereas, Contractor has a knowledge and an experience in the development and
manufacturing of the Equipment ;
Whereas, Contractor is willing to supply and deliver Equipment to KARI ;
Whereas, KARI desires to procure and Contractor 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
Contractor 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 Contractor 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 Contractor 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 5
1.9
CIF means that Contractor 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, 2010.
1.10 Final Shipment means the date of shipment at the time when Contractor 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 delivery 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 items shall be the sum of USD XXXXX. Offer which covers
any and all costs for supply of the items the point of CIF Incheon International Airport and
also covers all the Scope of Supplies and Services rendered by Contractor 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 Contractor 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;
Period
Milestone
Amount (USD)
EDC+3 Months
Final Acceptance & Invoice
USD XXXX
Total
USD XXXX
2.4 All payment shall be made by wire transfer to the bank account as designated by Contractor in its
invoices within thirty (30) calendar days from the date of the invoice.
2.5 All banking charges incurred in Korea shall be borne by KARI, and those charges incurred
outside Korea shall be borne by Contractor.
2.6 The Contractor shall submit one (1) original and two (2) copies of the invoice to KARI and each
invoice shall clearly indicate the Milestone Event related to the respective payment and shall
accompany supporting document certifying the completion of the Milestone Event as specified in
Appendix D [Certificate of Completion].
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 6
Article 3. Delivery
3.1
All delivery terms used in this Order and all deliveries made are to be in accordance with
Incoterms 2010
Such delivery shall be based on :
(a) The Equipment shall be manufactured and tested as per Annex D. Technical Specifications.
(b)
The Equipment shall be witnessed or inspected by KARI as per Contract Article 8,
Inspection and Acceptance.
(c) The Transshipment shall not be permitted.
3.2 Contractor shall advise KARI of preliminary delivery schedule and estimated
measurement/weight information two(2) weeks prior to each delivery.
3.3 Unless otherwise mutually agreed, Contractor shall make the Equipment ready for shipment and
the Equipment shall be hand over to the KARI's Carrier or Forwarding
Agent at the term of CIF
Incheon International Airport by the Delivery Date of within three (3) months after contract as
stated in the delivery schedule.
3.4 The date of each clean on board bill/or airway bill of lading shall be construed as the date of
each shipment and delivery date.
3.5 As soon as each shipment as provided for in this Article is made, Contractor shall send in care
of ship's master two(2) copies each of the following shipping documents to KARI.
a. Clean on board bill of lading/or Airway bill of lading
b. Commercial invoice
c. Packing list
d. Manufacturer's Inspection Report
e. Quality Assurance Certificate
3.6 As soon as each shipment is made, Contractor shall send through bank full set of original while
sending one (1) copies each of the following shipping documents to KARI by Fax (+82-42-860-
2666).
a. Clean on board bill of lading/or Airway bill of lading
b. Commercial invoice
c. Packing list
d. Weight and measurement list
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 Contractor. Contractor 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, Contractor 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.
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 7
5.2 In case KARI arranges the vessel or aircraft by itself, KARI shall inform Contractor 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, Contractor shall
bear the charges for such crane for loading Equipment.
Article 6. Packing and Marking
6.1 The Equipment shall be packed in seaworthy packing conditions according to international
commercial and industrial practice. Contractor 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 Each package of the Equipment delivered by Contractor shall be marked indicating the following
information in sequence on the frame commensurate with the size of package, and which shall be
painted with color to be designated by KARI prior to each shipment.
a.
b. Shipper's Mark
c. L/C Number
d. Package Number
e. Commodity Name
f. Port of Discharge
g. Caution Marks, if applicable
h. Net weight, Gross weight and Cubic measurement
i. Origin of Equipment
j. Part Name and Operation Number
6.3 Upon consultation by the Parties, Contractor 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 ; Contractor shall make separate packing
for service and spare parts from main Equipment.
Article 7. Service/Spare Parts and Erection Tools
Contractor 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.
Korea
Aerospace
Research
Institute
(KARI CONTRACT NO:)
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 8
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, Contractor shall make due arrangement for free access of the inspector
to Contractor's workshops or Sub-Contractor's workshops at reasonable time. Each party shall
bear its own costs related to these inspections.
8.3 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 Contractor 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 re-inspection including but not limited to, travel expenses of KARI's inspector, any
special re-inspection costs and so forth, shall be borne by Contractor. 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 testing shall not relieve Contractor
of any of its obligations under this Contract.
8.4 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 Contractor
and/or its Sub-Contractors, Contractor shall, at Contractor'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 Contractor.
Article 9. Performance Guarantee
9.1 Contractor shall guarantee that the 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 Contractor, other than the Contract
Specifications, and that performance parameters based on such data or documentation are
established by testing and inspection.
9.2 Contractor shall be released from this guarantee by the Final Acceptance from KARI as provided
for in the Article 8.
9.3 In the event that Contractor 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 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 of receipt of
KARI's written invoice setting forth such costs.
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 9
Article 10. Warranties
10.1
All Services shall be performed according to the highest professional industrial standards and
shall conform with the requirements of this Contract and shall comply with all applicable laws
and regulations. All items 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 and Equipment against deviation from the Contract
Specifications and against defects in workmanship, material and design when the Equipment is
used under normal operation and proper maintenance conditions. Contractor's obligation under
this warranty shall be discharged by furnishing to KARI's site, a similar part to replace any of
Contractor's supply, or repairing the defective part which, within the Warranty Period specified
as under, proves to have been defective in manufacture and design. Contractor may at its
option inspect the defective part or request the return of defective part at Contractor's cost in
order to confirm KARI's claim.
10.2
Warranty Period hereof shall be twelve (12) months from 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 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.
10.6 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 11. Performance & Warranty Bond
11.1 Contractor 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 29 Munye-ro, Seo-gu, Daejeon, 35241 Korea, TEL:042-488-9704, ext. 312)
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 Contractor fails to furnish the requisite bank guarantee, then
KARI may have the right to terminate this Contract. Or, if it is impossible for the Contractor to
furnish the bank guarantee, Contractor shall issue the Performance bond from Seoul Guarantee
Insurance Company.
11.2 KARI shall have an unqualified option under this guarantee to invoke the banker's guarantee
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 10
and claim the amount thereunder in the event of Contractor's failing to honour any of the
commitments entered into under this Contract and/or in respect of any amount due from
Contractor to KARI.
Article 12. Liquidated Damages for Late Shipment
12.1 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 zero
point one five (0.15) percent per day of the total Contract price unless such delay is an event of
Force Majeure, and shall be deducted from the amount of the Letter of Credit at negotiation.
However, the amount of said liquidated damage shall not exceed ten (10) percent of the
Contract price of the Equipment.
12.2 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 Contractor with regard to times of shipment and/or additional liquidated
damages, however, the liquidated damages which have accrued against Contractor shall
nevertheless be paid by Contractor to KARI.
Article 13. Sub-Contracting
13.1 Contractor 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 Contractor.
13.2 Contractor shall be fully responsible for any sub-contracted work to any third party including
the Sub-Contractors nominated or recommended by KARI.
Article 14. Permits
14.1 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 the other
party in obtaining such necessary permits, visas, certificates and/or licenses mentioned in
above with a reasonable care.
14.2 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 Contractor shall take the responsibilities for any
results from the failure or delay of obtaining any relevant permits or licenses.
Article 15. 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
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 11
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 16. Industrial and/or Intellectual Property Rights
16.1 KARI acknowledges and Contractor guarantees that all the Industrial and/or Intellectual
Property Rights related to the Services and Equipment provided are owned by Contractor.
16.2 Contractor 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 Contractor hereunder has infringed any Industrial and/or Intellectual Property Rights of the
third party.
Article 17. 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 18. Taxation
18.1 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
Contractor in outside of Korea shall be for account of Contractor. 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 and 10. Warranties.
18.2 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 19. Title and Lien
19.1 Title and risk of the Equipment shall be passed to KARI by Contractor upon shipment of the
Equipment by Contractor to KARI.
19.2 Title passed by Contractor to KARI shall be free and clear of any lien, restriction, reservation,
security interest and/or encumbrance.
Article 20. 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. In-Kyu Jeon Dr. Ha-Young Im
Procurement Team Launcher Propulsion Control Team
Korea Aerospace Research Institute
169-84 Gwahak-ro, Yuseong-gu, Daejeon,
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 12
34133,Korea
Tel : (042) 860-2766 Tel : (042) 860-2584
Fax : (042) 860-2666 Fax : (042) 860-2698
For Contractor/Manufacturer :
TBD.
Article 21. Assignment
This Contract and any right or obligation hereunder shall not be transferable or assignable by
Contractor to a third party without the prior written consent of KARI.
Article 22. 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 23. Force Majeure
23.1 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.
23.2 Should any event or circumstances of Force Majeure arise upon Contractor, 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.
23.3 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, 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.
23.4 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 24. Severability and Enforceability
24.1 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
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 13
immediately to make it effective.
24.2 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 25. 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 26. 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 27. Governing Law and Arbitration
27.1 This Contract shall be construed and governed by the laws of the Republic of Korea.
27.2 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 28. Termination
28.1
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;
(b) If Contractor becomes incapable for a period of one hundred and twenty (120) consecutive
days of performing any of its obligations under this Contract because of Force Majeure; 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 is unable to pay any debts as they became due (except debts contested in good
faith), or if Contractor’s creditors have taken over its management, or if the relevant
financial institutions have suspended Contractor’s clearing house privileges, and all such
events has not been terminated within 30 days from occurrence.
(d) If the aggregate number of days of delay should exceed one hundred end eighty (180) days,
excluding days of delay excused by KARI in writing.
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 Contractor shall return to KARI all
the amounts received from KARI up to the date of such termination for milestones not
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Korea Aerospace Research Institute 14
achieved yet, provided that KARI shall return all Deliverable items provided by Contractor up
to the date of such termination, in the manner of “as is”.
In the event of the termination pursuant to (a), (c) and (d) above, Contractor shall also pay ten
percent (10%) of the Contract Price as termination charge. In such event, KARI shall be paid
with the above 10% of the Contract Price by forfeiting the Performance Bond.
28.2 KARI may terminate this Contract, in whole or in part, at any time for its convenience, upon
sixty (60) days prior written notice to Contractor. In case of such termination for convenience,
Contractor shall be entitled to the amount paid and payable up to the date of termination and
additional remuneration for all ‘work in process’, which in any event shall not exceed the
Contract Price.
28.3
Contractor may terminate this Contract upon written notice to Kari:
(a) If KARI 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;
(b) If KARI becomes incapable for a period of one hundred and twenty (120) consecutive
days of performing any of its obligations under this Contract because of Force Majeure; or
(c) If KARI or its creditors or any other eligible party shall file for its liquidation, bankruptcy,
receivership, reorganization, dissolution or similar proceedings, or if KARI is unable to pay
any debts as they became due (except debts contested in good faith), or if KARI’s creditors
have taken over its management, or if the relevant financial institutions have suspended
Contractor’s clearing house privileges, and all such events has not been terminated within 30
days from occurrence.
Article 29. 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 30. Effective Date
30.1
The effective date of this Contract(“EDC”) is the date on duly authorized representatives of
the Parties have signed this Contract
30.2 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 15
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
----------------------------------------------------
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By : Korea Aerospace Research Institute By :
Name
: GwangRae CHO, Ph.D.
Name
:
Title : President
Title :
KARI / ABC Company KARI Proprietary
Korea Aerospace Research Institute 16
Annex A.
Offer
