mecㆍviewer v1.4 :: Contract Document (KARI-17-0098)

This Contract made on August , 2017 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

(“Contractor”) established under the law of, .

Witnesseth

WHEREAS, KARI is desirous of acquiring Material defined hereinafter ;

WHEREAS, Contractor has a knowledge and an experience in the development and manufacturing of
the Material ;

WHEREAS, Contractor is willing to supply and deliver the Material to KARI ;

WHEREAS, KARI desires to procure and Contractor desires to supply Material 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 as follows:

Article 1. Definitions

In this Contract, the following words and phrases shall have the meanings as indicated below, unless
the context wherein they are used clearly indicates another meaning:

1.1

Contract means this Contract for the procurement of Ring forged for propellant tank Y-frame
making including Appendices as attached hereto, and all amendments that may be agreed to
by the Parties in accordance with the terms and conditions of this Contract.

1.2

Contract Specifications means any and all specifications and requirements as set forth in
Appendix B [Technical Requirement], which shall be incorporated into and made binding as an
integral part of this Contract.

1.3

Final Shipment means the date of shipment at the time when Contractor has shipped the final
Material, in case of partial shipment, according to the Article 3 hereof, unless otherwise mutually
agreed upon.

1.4

Material means all items to be supplied by Contractor to KARI pursuant to this Contract.

1.5

Month, Week, and Day mean calendar month, calendar week and calendar day according to
the Gregorian calendar, respectively.

1.6

Party or Parties means KARI or Contractor, or both, according to the context.

1.7

Services mean technology transfer, technical consulting, inspection/acceptance, supervision,
technical training and other services with regard to this Contract .

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1.8

“Subcontract” means any subcontract, including purchase orders and al similar forms of
agreements at any tier under this Contract.

1.9

“Subcontractor” means a contractor under any Subcontract, including suppliers and vendors.

1.10 Technical Data means all data and information including, but not limited to, material inspection

sheet, technical writings, sound recordings, computer software, pictorial reproductions,
drawings, and any other data necessary for this Contract .

1.11

Third Party(ies) means any individual or legal entity other than the Parties and Subcontractor.

Article 2. Contract Price and Payment Term

2.1

The Contract Price shall be the sum of USD TBD as referred to Appendix A [Offer] which covers
any and all costs for supply of the Material to the point of FCA

“ “ Port (“ “) and also

covers all the scope of Services rendered by Contractor as 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.

The Contract Price is indicative and may change based on mutually  agreed tolerance of
final  quantity  of  Material  a  firm  produced  ready  for  shipment.  The  final  adjustment  or
revision  shall  be  provided  to  KARI  for  reconciled  final  payment  in  advance  on  final
payment.

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;

No.

Milestone

Payment Due Date

Amount (USD)

Percentage (%)

EDC

EDC+1M

Shipment

Within sixty (60) days of
invoice issuing date

Final Inspection

Final Inspection +1M

Total

100

Note] The final payment will be confirmed by invoice due to tolerance on quantity (+/- 15%)

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.

Article 3. Delivery

3.1

All delivery terms used in this Order and all deliveries made are to be in accordance with

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Incoterms 2010

            Such delivery shall be made based upon;
            a) The Material shall be manufactured and tested;
              b) The Material shall be witnessed or inspected by KARI as per Contract Article 6

“Inspection

and Acceptance

”; and.

c) The Transshipment shall not be permitted.

3.2

Contractor shall send to KARI preliminary shipping documents for instance, pro forma invoice
and packing list by e-mail at least two (2) weeks prior to the delivery date of the respective
Material provided for in Appendix A [Offer]. The pro forma invoice shall describe the Material
exactly in line with the description as shown in Appendix A [Offer].

3.3 Unless otherwise mutually agreed, Contractor shall make the Material ready for shipment and

the Material shall be hand over to the KARI's forwarding agent at the rule of

FCA “ “ Port

(

“ “) within the delivery due date of 13 weeks, and 20 weeks from EDC after the Contract as

stated in the delivery schedule.

3.4 The date of each clean on board bill/or airway bill 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 two (2)
copies each of the following shipping documents to KARI.

a) Commercial invoice,

b) Packing list, and

c) Manufacturer's Inspection Report.

3.6 Title and risk of the Material shall be passed to KARI by Contractor upon delivery of the Material

by Contractor to KARI.

Article 4. Extension of Delivery

4.1

KARI may have the right to extend the delivery schedule specified in Appendix A [Offer] for the
period of maximum six (6) months, if necessary, at its sole discretion, with the two (2) months
prior to written notice of extension to Contractor. Contractor shall, during the extension period,
properly protect and secure the Material for the avoidance of loss and damage on the Material.

Article 5. Packing and Marking

5.1

The Material 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.

5.2

Each package of the Material 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.

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b) Shipper's Mark,

c) Package Number,

d) Commodity Name,

e) Port of Discharge,

f) Caution Marks, if applicable,

e) Net weight, Gross weight and Cubic measurement,

f) Origin of Material, and

g) Part Name and Operation Number.

5.3

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.

5.4

Special Packing Requirements for Service/Spare Parts; Contractor shall make separate
packing for Service and spare parts from main Material.

Article 6. Inspection and Acceptance

6.1

KARI shall have the right to carry out by itself or to appoint another qualified inspector for
inspection of the Material and general progress during the manufacture, packing and
preparation for shipment of the Material.

6.2 In the event that KARI desires to dispatch its inspector or its authorized inspector for inspection

of  Material,  Contractor  shall  make  due  arrangement  for  free  access  of  the  inspector  to
Contractor's  workshops  or  Subcontractor's  workshops  at  reasonable  time.  Each  Party  shall
bear its own costs related to these inspections. In the event that KARI desires to dispatch its
inspector or its authorized inspector for inspection of any or all Material,  Contractor shall
make  due  arrangement  for  free  access  of  the  inspector  to  Contractor's  Material
warehouse  subject  to  reasonable  advance  notice  by  KARI  and  subject  to  limitations
imposed  by  Contractor  for  protection  of  its  confidential  or  sensitive  information  belonging  to
Contractor  or  to  Contractor

’s other customers. Access to the Contractor's AirwareTM

Aluminium Lithium cast houses shall be prohibited. Contractor

’s Material warehouse shall be

open to inspection during Contractor

’s normal business hours and subject to compliance with

Contractor

’s regulations and rules (in particular with the Contractor’s security and health and

safety rules, procedures and regulations) and any requirements imposed by applicable law.
Contractor shall use commercial efforts to secure the same rights of access for the inspector to
the appropriate premises of its Subcontractors which are relevant to this Contract in order to
inspect the Material.

6.3 KARI shall be entitled to refuse to accept Material partially or totally if the inspection or testing

as aforesaid in the Article 6.1 reveals that the Material is not in accordance with the Contract
specifications in Appendix B [Technical Requirement] or approved detailed descriptions,
drawings and/or Technical Data involved. In such case Contractor shall repair, replace or modify
free of charge the Material 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

Korea Aerospace Research Institute

(KARI CONTRACT NO:)

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of KARI's inspector, any special re-inspection costs and so forth, shall be borne by Contractor.
Nevertheless, the failure of KARI to detect non-conformity 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.

6.4

KARI shall make the inspection upon the Material at KARI's site at its expense with the presence
of Contractor or Contractor'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 agreed through mutual negotiation by the Parties.

6.5 In case of missing/shortage item or failure for the Materials to meet the Contract specification

or if the tests reveal defective or faulty Materials and/or workmanship attributable to Contractor
and/or its Subcontractors, Contractor shall, at Contractor's cost including airfreight, insurance,
duties and taxes for customs clearance in Korea, promptly supply the missing/shortage item or
at Contractor

’s option, repair, reimburse or replace the non-conforming Material with new one

which conform to the Contract specification. Once the defects have been corrected, the tests
shall be repeated as many times as necessary until the Material is conformed to the Contract
specification. Costs incurred in connection with any repeated tests, whether direct or indirect,
shall be borne by Contractor.

Article 7. Performance Guarantee

7.1

Contractor  shall  guarantee  that  the  Services  and  Material  shall  have  the  performance
confirming  to the  requirements  specified  in  the  Appendix  B.  [Technical  Requirements].  Such
performance shall be proved by means of the provisions set forth in Article  6

“Inspection and

Acceptance

” 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.

7.2

Contractor shall be released from this guarantee by the Final Acceptance from KARI. Contractor
shall, at its option, either replace or reimburse the non-conforming Material or provide its
engineer at its own cost to correct all the defects and/or deficiencies of the Material, 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.

7.3 In the event that Contractor does not commence correction of such proven and admitted defects

and/or deficiencies, or does not complete the said correction with reasonable diligence, then
KARI may, at its option, correct 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
correction of the defects and/or deficiencies within thirty (30) days of receipt of KARI's written
invoice setting forth such costs.

Article 8. Warranties

8.1 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. Material and Services provided or delivered by Contractor to KARI or any person

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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  Material  shall  comply  with  the  Contract  specifications  when  the  Material  is  used  under
normal  operation  and  proper  maintenance  conditions.  Contractor's  obligation  under  this
warranty  shall  be  discharged  by  furnishing,  to  KARI's  site  at  Contractor's  expense  including
airfreight, insurance, duties, and taxes for customs clearance in Korea, 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. 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.

8.2 Warranty Period hereof shall be twelve (12) months from the date of delivery in accordance

with  the  Article  3.3.  The  Contractor  shall  give  this  warranty  for  a  period  of  twelve  (12)
months from the date of arrival of the Material at the port or airport of destination  provided
that the Material are correctly mounted, properly operated and stored in areas that are compliant
with moisture and humidity protection requirements. In any  event, the Contractor shall not be
liable  for  any  damages  of  the  Material  and  all  the  cost  incurred  thereby  due  to  extended
warehousing  made  by  KARI  such  as  surface  oxidation  or  damages  caused  by  pallet
deterioration.

8.3

For the Material and any parts of Material as found defective and replaced or repaired during
the warranty period, the warranty period for those repaired or replaced Material and any parts
of Material shall be extended for such repair or replacement period.

8.4

The warranty provided for in this Article shall not apply to ordinary wear and tear or
consequential damages during the warranty period.

8.5

In the event that Contractor does not commence immediately the correction on such proven or
admitted defects after receipt of notice from KARI, or does not complete the said correction 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
correction of the defects and/or deficiencies within thirty (30) days after receipt of KARI's written
invoice setting forth such costs.

8.6 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 Material.

8.7 Title passed by Contractor to KARI shall be free and clear of any lien, restriction, reservation,

security interest and/or encumbrance.

Article 9. Performance & Warranty Bond

9.1

Contractor shall furnish to KARI within three (3) weeks from the effective date of this Contract,
an unconditional and irrevocable standby letter of credit or bank guarantee available by KARI

’s

draft at sight issued by first class international bank acceptable to KARI for a sum equivalent to
ten percent (10%) of Contract Price. Such standby letter of credit or bank guarantee shall be
drawn in favor of KARI and advised to KARI through Woori Bank (Daejeon Branch at 29 Munye-
ro, Seo-gu Daejeon, 35241 Korea, tel : +82-42-488-9704, ext. 312) and shall be valid till the
expiry date of warranty period provided for in the Article 8.2. In case Contractor fails to furnish

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the standby letter of credit or bank guarantee, then KARI may have the right to terminate this
Contract for the Contractor

’s breach of this Contract. Or, if it is impossible for the Contractor

to  furnish  the  standby  letter  of  credit  or  bank  guarantee,  Contractor  shall  deposit  the
amount of ten percent (10%) of total Contract Price as a guarantee amount to KARI until
the  expiry  date  of  the  warranty  period.  KARI  shall  refund  the  deposit  amount  to  the
Contractor in case the warranty period is ended without any critical claims.

9.2

KARI shall have an unqualified option under this guarantee to invoke the standby letter of credit
or bank guarantee 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.

9.3 After the delivery of Material to KARI, the above standby letter of credit or bank guarantee shall

be considered to constitute Contractor's warranty for the Material and its due performance in
accordance with the terms and conditions hereof.

Article 10. Liquidated Damages for Late Shipment

10.1 If the delivery date set forth in Contract Article 3.3 is not met, KARI shall have the right to apply

a liquidated damages, not by way of penalty, of zero point one five percent (0.15%) of the
Contract Price per day of such delay unless such delay is an event of Force Majeure and such
liquidated damages shall be deducted from the amount of the final payment as set forth in Article
2.3. However, the amount of the liquidated damage shall not exceed ten percent (10%) of the
Contract Price.

10.2 In the event that the sum of liquidated damages for late shipment as set forth in the Article 3.3

exceeds ten percent (10%) of the Contract Price and the Material still has not been delivered,
KARI may terminate this Contract for

Contractor’s breach of this Contract.

Article 11. Permits

11.1

Unless  otherwise  specified  in  this  Contract,  each  Party  is  responsible  for  obtaining  all
government  approvals  from  any  government  authority  which  has  jurisdiction  and  authority  to
require such approvals, including, but not limited to, licenses, visas, and permits necessary to
carry  out  such  Party’s  obligations  in  accordance  with  this  Contract.  KARI  is  responsible  for
obtaining any  necessary  Korean government approvals, and Contractor  is responsible for all
other government approvals.

11.2

The Parties shall cooperate and provide each other, upon request of and without cost to the
other Party, all reasonable and necessary assistance in obtaining any and all governmental
approvals, which they respectively are required to obtain pursuant to this Contract.

11.3

Each Party shall be solely responsible for any expenses incurred in obtaining the approvals,
which are required under this Article. The Parties shall provide to each other, upon request of
and without cost to the other Party, suitable documents or other reasonable evidence to show
that they have obtained any and all governmental approvals, which they respectively are
required to obtain pursuant to this Contract.

11.4 Any failure or delay of Shipment caused by any failure or delay of obtaining permits from all the

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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 12. Confidentiality

12.1

Each Party shall confidentially treat all documents, data, materials and information supplied by
one Party to the other Party, 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 13. Industrial and/or Intellectual Property Rights

13.1 KARI acknowledges and Contractor guarantees that all the Industrial and/or Intellectual

Property Rights related to the Services and Material provided are owned by Contractor.

13.2 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 Material supplied by
Contractor hereunder has infringed any Industrial and/or Intellectual Property Rights of the Third
Party.

Article 14. Taxation

14.1 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 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.

Article 15. Force Majeure

15.1 Force Majeure hereunder shall be constructed as follows :

War, preparation for war, blockade, revolution, insurrection, mobilization, civil commotions, riots,
earthquakes, tidal waves, typhoons, storms, floods, or any other conditions of similar nature
beyond reasonable control of the Parties.

15.2

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.

15.3

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.

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15.4

Notwithstanding Article 15.2 hereof, any such delay that has not been notified to the other Party
pursuant to Article 15.3 hereof shall not be excused for any reason whatsoever. Notwithstanding
Article 15.2 hereof, any delay of performance of the affected Party falling due after delay, failure
or incompleteness in exercising the pertinent best efforts to remove or remedy the pertinent
Events of Force Majeure or the effects thereof pursuant to Article 15.3 hereof shall not be
excused for any reason whatsoever.

15.5 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 15.3.

15.6

The Party who has received or is entitled to duly receive the notice of Events of Force Majeure
under Article 15.3 hereof may suspend performance of its obligations which shall be due
subsequent to such Events of Force Majeure, until the other Party has effected such delayed
performance to the full extent after and in view of such Events of Force Majeure.

Article 16. Termination

16.1 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 ninety (90) 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 thirty (30) days from occurrence.

d) If the aggregate number of days of delay should exceed sixty seven (67) 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 one hundred
percent (100%) of the amount paid by KARI under this Contract. KARI shall return the Material
to Contractor, if any. And 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.

16.2

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 remune

ration for all ‘work in process’, which in any event

shall not exceed the Contract Price.

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Article 17. Notice

17.1

All notices, requests, demands, approvals, reports, invoices, and other correspondence to be
provided pursuant to this Contract shall be in writing and shall be deemed to have been duly
given to the Party to be notified: (i) on the date of delivery if delivered in person, (ii) on the date
of dispatch if by facsimile, telex or e-mail, or (iii) on the date of receipt if by registered airmail or
overnight courier.

For KARI : Korea Aerospace Research Institute

169-84 Gwahak-ro, Yuseong-gu, Daejeon,
34133, Korea

Commercial Item

Technical Item

Mr. Won-Suk LEE
Procurement Team
Tel: +82-42-860-2406
Fax: +82-42-860-2666
e-mail: wsl@kari.re.kr

Dr. Jong-Hoon Yoon
Launcher Structure & Materials Team
Tel: +82-42-860-2049
Fax: +82-42-TBD
e-mail: yjh@kari.re.kr

For Contractor :

Article 18. Effective Date

18.1 The effective date of this Contract

(“EDC”) is the date on which al 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 Contractor’s country

have duly approved this Contract, if required.

18.2 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.

Article19. Governing Law and Arbitration

19.1 This Contract shall be construed and governed by the laws of the Republic of Korea.

19.2 In cases any controversy or claim arises out of or in relation to this Contract or with respect to

a  breach  hereof,  the  Parties  shall  seek  to  resolve  the  matter  amicably  through  discussions
between themselves. Notwithstanding the foregoing sentence,  if the Parties cannot amicably
resolve  such  controversy  or  claim,  it  shall  be  finally  settled  by  arbitration  in  Seoul,  Korea  in

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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 20. Miscellaneous

20.1

Assignability

This Contract and each and every covenant, term and condition hereof shall be binding upon
and inure to the benefit of the Parties and their respective successors, and neither this Contract
nor any rights and obligations hereunder shall be assignable or delegable directly or indirectly
by either Party without the prior written consent of the other Party.

20.2

Entire Agreement

This Contract embodies the entire agreements of the Parties with respect to the subject matter
hereof and supersedes and cancels any and all prior understandings or agreements, oral or
written, in relation hereto, which may exist between the Parties. No oral explanation or oral
information by any of the Parties shall alter the meaning or interpretation of this Contract.

20.3

Unenforceable Terms

If any term or provision of this Contract shall, for any reason whatsoever, be invalid, illegal or
unenforceable in any respect, this Contract shall be interpreted and construed as if such term
or provision had never been included herein. 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.
Any remaining part of this Contract shall not be influenced by such ineffectiveness.

20.4

Non-waiver

The failure or delay of any Party to require performance by the other Party of any provision of,
or of any right or obligation under this Contract, shall not constitute a waiver thereof, nor shall
such affect that Party’s right to thereafter require performance of such or any other provision,
right or obligation.

20.5

Disclaimer of Agency

This Contract shall not be deemed to constitute any Party the agent of the other Party.

20.6

Headings

The headings in this Contract have been inserted for convenience of reference only and are not
to be used in consulting or interpreting this Contract.

20.7

Time Limits

Unless otherwise indicated, any time limits to which this Contract binds Contractor or KARI shall

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be counted in calendar days from the day following that of the event marking the start of the
time limit, and shall end on the last day of the period specified. When the last day of a time limit
is a Saturday or Sunday, or a legal holiday in the country in which the particular contractual
performance is required, such time limit shall be extended to the first working day following.

20.8

Subcontractors

Each Party shall be fully responsible for the work of its Subcontractors under this Contract, and
such subcontracting shall not relieve that Party of its obligation under this Contract.

20.9

Language and Units

This Contract shall be executed in English and all documents, drawings, plans and other
writings as well as communications between both Parties shall be in English. Measurements
and quantities for any deliverable documentation shall be recorded in units of System
International.

KARI &

“Contractor” Page 13

Korea Aerospace Research Institute

“Contractor”

IN WITNESS WHEREOF this Contract has been issued in two (2) signed English originals of equivalent
validity, executed on behalf of KARI and the Contractor by their respective persons authorized on that
behalf.

Signed for and on behalf of KARI

Signed for and on behalf of Contractor

By : ______________________

Name : Gwang-Rae CHO, Ph.D

Title : President

By : ______________________

Name : TBD

Title : TBD

KARI &

“Contractor”

Korea Aerospace Research Institute

“Contractor”

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Korea Aerospace Research Institute

“Contractor”

Appendix A. Offer

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“Contractor”

Korea Aerospace Research Institute

“Contractor”

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“Contractor”

Korea Aerospace Research Institute

“Contractor”

Appendix B. Technical Requirements

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“Contractor”

Korea Aerospace Research Institute

“Contractor”

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KARI &

“Contractor”

Korea Aerospace Research Institute

“Contractor”

A. Delivery Item :

- Aluminium Plates described in the above table

- Material Inspection Sheet (Chemical composition and strength evaluation)

B. Type and Quantity (ies) :

Alloy

Temper

AMS Spec.

(Form Designation)

Size(mm) (T×W×L)

Q'ty

※ AMS : Aerospace Material Specification

C. Confirmation of Contractor

’s Service in the field of belows ;

- Welding characteristics

- Material properties at room and cryogenic temperature

- Formability at room and elevated temperature

- Microstructural characteristics according to heat treatment conditions

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Korea Aerospace Research Institute

“Contractor”

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Korea Aerospace Research Institute

“Contractor”

Appendix C. Perfomance bond

KARI &

“Contractor”

Korea Aerospace Research Institute

“Contractor”

Date : TBD

Korea Aerospace Research Institute
169-84 Gwahak-ro, Yuseong-gu, Daejeon,
34144, Korea

Attention : Mr. Jung-Nam CHO

Head of Procurement Team

Dear Sir,

At the request of our Customer, (Contractor 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, (USD Written Amount),
expiring at our counters in (Bank's location), covering the performance by (Contractor) for Contract
Number (KARI-16-0058) to supply Wireless Local Position Measurement System.

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 :

Your invoice to (Contractors) 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 (Contractor) is in default of its
obligations to KARI thereunder:

A copy of your letter sent to (Contractor) dated at least ten (10) days prior to the date of the Draft
presented, simple notifying (Contractor) that it is in fault under the Order.

All bank charges are for the account of (Contractor).

This bond shall be valid until the expiry date of warranty period and can be extended.
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: