General Purchasing Conditions (Import)

I. General

1. These purchasing conditions shall apply to all orders placed by ABB Ltd., Korea ("Purchaser") for the purchase of goods and services ("Goods") provided by the supplier ("Supplier").
2. No variation from these conditions or supplementary provisions of the Supplier shall be binding on the Purchaser, even if Purchaser does not object expressly to such variations or modifications. This shall also apply in the event that the Supplier states that the deliveries are subject to his own conditions. Any other conditions or deviations from these Purchasing Conditions shall not be binding unless agreed to by the Purchaser in writing.
3. The acceptance of the Goods by the Purchaser shall not be construed as an assent to other conditions.


II. Order and Order Acknowledgement

1. Orders shall be in writing and shall specify (i) the date the order is made, (ii) name, specification, quantity, unit price, delivery date, delivery place, payment method and payment date of the Goods ordered; and (iii) other terms and conditions agreed by the parties. Oral agreements shall not be considered valid unless confirmed in writing.
2. The Supplier shall not assign, transfer or sub-contract the orders in whole or in part to a third party without the prior written consent of Purchaser.
3. Orders shall be acknowledged by the Supplier within one (1) week of receipt of orders, stating the Purchaser's reference number. If the Supplier fails to acknowledge the order within the above period, the terms and conditions of such order shall be deemed to have been accepted.
4. Acknowledged orders or the orders deemed to have been accepted under this Article shall constitute individual agreements between the parties and such individual agreement shall prevail over this Contract in the event of a conflict.


III. Delivery and penalty

1. The Supplier shall deliver the full quantity of Goods determined by the Purchaser in accordance with the delivery procedure separately established through consultation between the Parties.
2. If (i) the Goods are delivered to Purchaser prior to the delivery date; (ii) delivery of the Goods is delayed; (iii) the quantity of the Goods exceeds or is less than the quantity ordered; or (iv) it becomes evident that any of items (i) through (iii) will occur, the Supplier shall immediately notify the Purchaser and obtain Purchaser's instructions, and thereafter take action in accordance with Purchaser's instructions.
3 If an event as set forth in Paragraph 2 occurs due to a cause attributable to the Supplier, the Supplier shall compensate the Purchaser for any and all loss or damage suffered by Purchaser.
4. Even if Purchaser changes the specification or discontinues production of its products for which the Goods belong, the Supplier shall be obligated to continue to manufacture and deliver the Goods to the Purchaser in accordance with any separate agreement to do so.
5. Title to the Goods ordered by the Purchaser shall be transferred to Purchaser upon the delivery of such Goods subject to this Article to the location specified in the purchase order.


IV. Shipping Instructions and Documents

1. The shipping documents shall be provided with the reference numbers specified by the Purchaser. The Supplier shall forward to the Purchaser, immediately after dispatch of the Goods, Commercial Invoice, Packing List, Bill of Lading (Air Waybill) and other necessary documents.
2. If the required shipping documents appertaining to a shipment are not forwarded in due time, the Goods shall be stored at the Supplier's cost and risk until receipt of the shipping documents or complete details. Delivery of the Goods shall be deemed to have been made upon the receipt of the shipping documents or complete details along with the Goods themselves.


V. Packing

1. The Supplier shall ensure that the Goods are properly packaged to survive transportation to their destination without damage or interference of any kind and the Supplier shall be liable for any damage during transport due to inadequate packing.
2. Unless otherwise agreed in writing between the Parties, the cost of packaging shall be included in the price of the Goods and the Purchaser shall be entitled to treat the packing materials as non-chargeable but returnable for credit.


VI. Acceptance and Inspection of Goods

1. If the Supplier delivers the Goods to the Purchaser, Purchaser shall deliver a receipt to the Supplier and shall immediately inspect the Goods.
2. Acceptance shall be deemed to have been made upon the receipt of the Goods after the completion of inspection by the Purchaser. The Purchaser shall notify the Supplier of the results of the inspection within ten (10) business days from the date of receipt of the Goods. Even after the acceptance of the Goods, the Purchaser shall have the right under Article VII hereof if it finds the defect in the Goods which cannot be immediately detected and give a notice thereof to the Supplier within two weeks of such finding.
3. Any obligation of Purchaser to inspect the Goods shall be limited to the inspection to determine the extent to which the Goods have been delivered in the quantity and type ordered and whether externally visible defects or damages resulting from transport exist.
4. Risk of loss or accidental deterioration up to the time of acceptance shall be borne by the Supplier.
5. The standards and method of inspection of the Goods delivered by the Supplier shall be determined through consultation between the Parties, and such standards and method shall be objective, fair, and appropriate.
6. If there is any justifiable cause for being unable to complete the inspection due to technical characteristics of the Goods within ten (10) days, the Purchaser and the Supplier may extend the inspection period through mutual consultation.


VII. Handling of Rejected Goods, etc.

1. In the event that there are any shortages in quantity or rejected Goods as a result of the inspection subject to Article VI above, the Supplier shall, upon Purchaser's instruction, fill up such shortages or replace rejected Goods as promptly as practicable.
2. In the event that there are rejected Goods or oversupplied products as a result of the inspection subject to Article VI above, the Supplier shall accept return of such products within the period prescribed by Purchaser at its cost. In the event that the Supplier refuses to accept return of rejected or oversupplied Goods within the above period, Purchaser may return such products to the Supplier or destroy the same, through consultation with the Supplier.
3. In the event that all or part of the rejected or oversupplied products kept by the Purchaser are destroyed, damaged or deteriorated during the period in custody of Purchaser, the Supplier shall be held liable for such damages; provided, however, that if such damages occur due to reasons attributable to the Purchaser within the above period, the foregoing shall not apply.


VIII. Payment

1. Unless otherwise specified on the front of this document, the Purchaser shall use reasonable commercial endeavors to pay the price of the Goods according to the procedure separately agreed between the Parties.
2. Payment by the Purchaser shall be without prejudice to any claims or rights which the Purchaser may have against the Supplier and shall not constitute any admission by the Purchaser as to the performance by the Supplier of its obligations hereunder.
3. The Purchaser may setoff the price for the Goods with its account receivable and other claims from the Supplier if such account receivable and claims are confirmed between the Parties and due.
4. If the Purchaser makes a payment before the Goods are handed over, the Supplier shall undertake, at the Purchaser's choice, to furnish a guarantee to the extent of the payment and/or to transfer title to the Goods to the Purchaser. Any down payments and intermediate payments shall not be construed to mean that the supplies and services are considered to be in accordance with the Contract.


IX. Warranty

1. The warranty period shall commence upon acceptance of the Goods by Purchaser (the "Acceptance"). In the event that any of the Goods are found defective during the warranty period set forth herein, the Supplier shall be responsible for repair of such defects, supply of a replacement or payment of compensation for any loss or damages therefrom.
2. If commissioning takes place later than the Acceptance, the warranty period shall commence with the day of commissioning.
3. The warranty period shall be two (2) years unless otherwise specified. Without prejudice to the statutory suspension or renewal, the warranty period shall be extended by the period of time during which the operation is interrupted because of defects.
4. In the event of a defective Goods, selection of the warranty measure for such Goods shall be at Purchaser's option. In the case of Force Majeure or the failure of Supplier to fulfill its obligations of warranty in due course, the Purchaser shall also be entitled to remedy such defects, to have them remedied or to procure a replacement, all at the expense of the Supplier.


X. Product Liability

1. The Supplier shall put forth its best efforts to ensure that there will be no defect in the Goods and perform its duties on product liability.
2. With respect to any actual, potential or threatened claim, action or proceeding allegedly based on product liability relating to any Goods, each Party shall communicate and cooperate with the other Party as necessary for the defense of the claims, actions or proceedings and if necessary, the appropriate insurance carrier to the fullest extent reasonably possible in investigation of the facts and circumstances surrounding the claim and in litigation of the claim and refrain from unreasonably taking any position adverse to the interests of the other Party to this Contract.
3. Supplier shall indemnify, defend and hold Purchaser, its Affiliates, and their directors, officers, supervisors and employees harmless from and against any losses arising out of the death of or injury to any person or any other losses resulting from defects or the performance or the failure to perform by the Supplier of its obligations under this Contract.


XI. Industrial Rights

1. The Supplier shall warrant that the Goods and its manufacturing methods do not infringe on any industrial property rights held by any third party, except in cases where such manufacturing methods were provided by the Purchaser.
2. In the event that there are any disputes pending or threatened between the Purchaser or the Supplier and any third party, in relation to the industrial property rights associated with the Goods, the Supplier shall immediately deliver to the Purchaser a written notice thereof. If there are any disputes pending or threatened due to reasons attributable to the Supplier, the Supplier shall at its own expense take all necessary measures to protect the Purchaser or any third party from any potential damages and, further, be held liable for any damages sustained by the Purchaser or any third party with respect thereto.


XII. Secrecy - Drawings

1. The Purchaser and the Supplier shall not disclose to a third party any confidential matters related to the business and technologies of the other party, which may become known through this Contract and the orders made by the Purchaser, without consent of the other Party.
2. Any and all Information provided by either Party to the other Party, including, without limitation, any drawings and specifications, shall not be used for any purpose other than for the performance of this Contract without the written consent of the providing Party.
3. In the case of breach of the obligation under this Article, the breaching Party shall compensate the other party for any and all damages arising therefrom.
4. The obligation provided for in this Article survives even after the expiration or termination of this Contract.


XIII. Assignment of Rights

1. The Purchaser and the Supplier shall not transfer or provide as a collateral its rights and obligations under this Agreement and any incidental covenants or the orders made by the Purchaser, in whole or in part, or delegate its obligations hereunder in whole or in part, without written consent of the other party.
2. If written consent is given for any assignment, the assignor shall remain jointly and severally liable with the assignee for the full performance of the assignor's obligations under this Agreement, unless the Parties otherwise agree in writing.


XIV. Subcontracting

1. In the event that the Supplier contracts with a third party for the manufacture of all or part of the Goods to be provided under this Contract, the Supplier shall obtain prior written consent of the Purchaser. In such cases, the Supplier shall, upon request of the Purchaser, provide the Purchaser with relevant information and comply with instructions and decisions of the Purchaser.
2. In the case of Paragraph 1 above, the Supplier shall not be exempt from the performance of this Agreement and the orders made by the Purchaser.


XV. Force Majeure

1. Force Majeure shall mean unavoidable causes beyond the control and without fault or negligence of the Supplier and/or the Purchaser including, but not restricted to, war, civil commotion, riots, labor disputes, sabotage or epidemics, fires, typhoon, flood, earthquake, Government control, act of God or any other cause beyond its control.
2. Neither Party shall be liable to the other if it is rendered unable by an event of Force Majeure to perform in whole or in part any obligation under the Contract, for so long as the event of Force Majeure exists and to the extent that performance is hindered by the event of Force Majeure; provided, however, that the Party unable to perform shall use any commercially reasonable efforts to avoid or remove the event of Force Majeure. During the period that performance by one of the Parties of a part or whole of its obligations has been suspended by reason of an event of Force Majeure, the other Party likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable.
3. The Party rendered unable to perform shall immediately give notice to the other Party, including, to the extent feasible, the details and the expected duration of the Force Majeure event and furnish the other Party convincing evidence such as an official certificate from competent authorities substantiating the occurrence and nature of the alleged contingencies. Such Party also shall promptly notify the other when the event of Force Majeure is terminated.
4. Cases of Force Majeure declared and substantiated as above shall automatically extend the term of the contractual obligations of both Parties.
5. In the event that a Party's performance is suspended due to an event of Force Majeure in excess of thirty (30) consecutive days from the date that notice of such event is given, and so long as such event is continuing, either Party, in its sole discretion, may terminate this Contract by notice to the other, and neither Party shall have any further liability to the other in respect of this Contract except for the rights and remedies previously accrued under this Contract, including any payment and indemnification obligations.


XVI. Termination

1. If any of the following cases occurs, either Party may terminate this Contract in whole or in part by notifying the other Party in writing if:
a. Either Party fails to make payment when due under this Contract within ten (10) business days of a written demand therefor.
b. Either Party fails to perform any obligation or covenant to the other under this Contract, which is not cured to the satisfaction of the other Party (in its sole discretion) within twenty (20) days from the date that such Party receives notice that corrective action is needed.
c. Either Party is deemed not to be able to perform the obligations under the Contract, due to material business reasons, such as dishonored notes or checks, compulsory execution by a third party (including a provisional attachment and preliminary injunction) and files for a bankruptcy or liquidation; or
d. Either Party decides to dissolve or transfer its business, or to merge into another company.
2. In the event that the Contract is terminated hereunder, the obligations of the terminated party against the terminating party shall become due and payable, and the terminated party shall immediately fulfill its obligations.
3. The terminated Party shall compensate the terminating Party for any and all damages arising in relation to the termination.


XVII. Applicable Law and Arbitration

1. The construction, effect, performance, execution and enforcement of this Contract, the rights and remedies of the Parties and any dispute or claim, whether in contract or tort, of any nature arising in connection with this Contract, shall be governed exclusively by the laws of Republic of Korea without reference to its choice of law doctrine. The UN Convention for the International Sale of Goods shall not apply to any transaction under this Contract.
2. All disputes, controversies or differences which may arise between the Purchaser and Supplier, out of or in connection with the Contract, interpretation thereof or the breach thereof, shall be finally settled by arbitration with the Korean Commercial Arbitration Board in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board and the laws of the Republic of Korea. The award rendered by the arbitrator(s) shall be final and binding upon the parties.


XVIII. Bribery and Corruption

1. The business partner hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of ABB Korea or any other party in a manner contrary to applicable laws (including but not limited to the U.S. Foreign Corrupt Practices Act and, where applicable. Legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption

2. Nothing in this Agreement shall render ABB Korea liable to reimburse the Business Partner for any such consideration given or promised

3. The Business Partner’ material violation of any of the above mentioned obligations may be considered by ABB Korea to be a material breach of this Agreement and shall entitle ABB Korea to terminate this Agreement with immediate effect and without prejudice to any further right or remedies on the part of ABB Korea under this Agreement or applicable law. The Business Partner shall indemnify ABB Korea for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above mentioned obligation and termination of this Agreement

4. The Business Partner herewith acknowledges and confirms that he has received a copy of ABB’s Code of Conduct or has been provided information on how to access the Code of Conduct online. The Business Partner agrees to perform its contractual obligations under this Agreement with substantially similar standards of ethical behavior

5. ABB has established the following reporting channels where the Business Partner and its employees may report suspected violations of applicable laws, policies or standards of conduct


XVIV. Miscellaneous

1. If any provision of this Contract shall be determined to be null and void, the remaining part of this contract shall remain in full force and effect.
2. The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of this Contract, shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of this Contract.
3. This Contract shall not be construed as creating a partnership, association or joint venture between the Parties and it is understood that the Supplier is an independent contractor in the performance of its duties hereunder, and nothing herein shall be construed to make the Supplier an agent or employee of the Purchaser.
4. The terms of this Contract constitute the entire agreement between the Parties with respect to the matters set forth in this Contract, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. This Agreement shall not be modified or changed except by written instrument executed by the Parties' duly authorized representatives.


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