2. 본 구매 주문서의 조건(주문서의 모든 일정을 포함)에 따라 재화를 공급하지 못하거나 서비스를 수행하지 못하여 발주자가 겪거나 발생한 (수익 손실 및 영업권 손실을 포함하여) 직접적, 간접적 또는 결과적 손실, 손해 배상 청구 또는 비용에 대해 공급자는 책임을 집니다.

2. 패키지 또는 번들의 각 액세서리에는 패키지 번호, 액세서리가 제공되는 상품의 이름, 액세서리 이름 및 조립도면의 위치 번호를 표시하기 위해 공급자가 라벨을 부착해야 합니다. 예비 부품 및 도구에는 위의 내용 뿐 아니라 "부품" 또는 "도구"라는 단어로 표시해야 합니다.

2. 재화 선적 후 3일 이내에, 공급자는 목적지 항구에서 재화를 수령하고 본 계약에 따른 가격을 지불하기 위해 발주자가 요구하는 모든 선적 및 청구 서류(선하 증권 및 인보이스를 포함하되 에이 국한되지 않음)를 발주자에게 제공해야 합니다.

2. 재화의 소유권은 검사 후 발주자 또는 대리인이 재화를 수락하면 발주자에게 양도됩니다.

2. 손상이 발생한 경우 발주자는 재화를 거부하고 공급자에게 반품할 권리가 있으며, 공급자는 위반을 시정하기 위해 수리 부품 또는 교체 상품 공급, 결함 상품 수리 및/또는 상품 가격 인하를 포함하되 이에 국한되지 않는, 발주자가 요구하는 모든 조치를 취해야 합니다. 공급자는 또한 보충, 교체 또는 수리된 재화의 운송 및 보험과 관련된 모든 비용을 부담해야 합니다.

3. 발주자가 공급자에게 서면으로 달리 통지하지 않는 한 6조에 따라 수행된 검사 완료일("수락일")에 발주자가 손상을 식별하지 않고 재화를 수락 한 것으로 간주합니다.

2. 발주자는 주문한 재화가 배송되었음을 공급자가 확인하기 전에 본 구매 주문서를 수정하거나 취소할 수 있습니다.

3. 발주자의 사전 서면 동의 없이는 구매 주문서를 변경할 수 없습니다.

2. 공급자는 재화에 대해 수락일로부터 십이(12)개월 동안 다음을 보증합니다.

2. 본 구매 주문서의 다른 조항에 따라 발주자의 종료 또는 취소 권리를 침해하지 않고, 발주자는 공급자가 채무 불이행 통지를 받은 후 삼십(30)일 이내에 다음 위반 사항을 시정하지 못한 경우 공급자에 대한 추가 책임없이 본 구매 주문서를 종료할 권리가 있습니다.

공급자는 본 계약에 따른 활동과 관련하여, 공급자 또는 대리인, 계열사, 직원 또는 대리하는 기타 사람이 가치 있는 것을 제안하거나 약속하거나 제공하지 않았으며, 뇌물, 리베이트, 보수, 영향력, 지급, 댓가성 뇌물 또는 기타 유사한 불법 지급은 물론 사업 취득 및 유지, 부당한 이득을 취하거나 공직자의 행위 또는 결정에 영향을 미치기 위해 또는 공직자가 자신의 법적 의무를 위반하는 행위를 수행하거나 수행하지 않도록 유도하기 위해 가치 있는 것을 공직자 또는 정당에게 지급 또는 전달을 승인하지 않았으며 앞으로도 하지 않을 것입니다.

2. The Supplier shall be liable for losses, damage claims or expenses whether direct, indirect or consequential (including loss of profits and loss of goodwill) or otherwise suffered or incurred by the Purchaser as a result of a failure to supply any Goods or perform any Service according to the terms of this Purchase Order (including all schedules hereof).

2. Each of the accessories in a package or bundle shall be labelled by the Supplier to indicate package number, name of the Goods to which it is an accessory, name of accessories and their position numbers on assembly drawings. Spare parts and tools shall be marked with the words “Parts” or “Tools” besides the above particulars.

2. Within three days after the shipment of the Goods, the Supplier shall provide to the Purchaser all such shipping and billing documents (including without limitation, bill of lading and invoice) as are required by the Purchaser for the collection of the Goods at the destination port and the payment of the Price hereunder.

2. The title of the Goods shall be passed to the Purchaser upon acceptance of the Goods by the Purchaser or its agent after the inspection.

2. In case of any Damages, the Purchaser shall have the right to reject and return the Goods to the Supplier and the Supplier shall take all such actions as are required by the Purchaser to cure the breach, including without limitation supplying repair parts or replacement Goods, repairing the defected Goods, and/or reducing the price of the Goods. The Supplier shall also be responsible for all expenses related to shipping and insurance of supplemental, replaced or repaired Goods.

3. The Goods shall be deemed to be accepted by the Purchaser on the date of completion of the inspection conducted by it under this Article 6 without identifying any Damage (“Acceptance Date”), unless the Purchaser notifies the Supplier otherwise in writing.

2. The Purchaser may amend or cancel this Purchase Order prior to the Supplier confirming the ordered Goods have been shipped.

3. No changes may be made to the Purchase Order without the prior written consent of the Purchaser.

2. The Supplier warrants that the Goods will, for a period of twelve (12) months from the Acceptance Date:

2. Without prejudice to the Purchaser’s termination or cancellation right under any other provisions of this Purchase Order, the Purchaser has the right to terminate this Purchase Order without any further liability to the Supplier if the Supplier fails to cure any of the following breaches within thirty (30) days of receipt of notice of default:

[Supplier] agrees that in connection with its activities under this Agreement, neither the [Supplier], nor any agent, affiliate, employee or other person acting on its behalf has or will offer, promise or give anything of value, nor make any bribe, rebate, payoff, influence, payment, kickback or other similar unlawful payment, nor authorize the payment or delivery of anything of value, to any Public Official or political party in order to obtain or retain business, gain any unfair advantage, influence any act or decision of a Public Official, or induce a Public Official to perform or refrain from performing any act in breach of his/her legal duties.

1.2. Where accepted or deemed to have been accepted in accordance with Article 1.1 above, the Purchase Order will, read together with these Terms and Conditions, form a binding agreement in relation to the Supplier’s supply of the Goods and/or Services to the Purchaser, provided that where the Parties have entered into a separate agreement and/or contract to govern the procurement and supply of Goods and/or Services set out in the Purchase Order, the terms of such agreement will supersede and take precedence over these Terms and Conditions. Notwithstanding the foregoing, the Supplier agrees that any terms and conditions contained in or referenced in any other documentation submitted by the Supplier (whether by way of quotation, acceptance of a Purchase Order or invoicing of amounts payable for the Goods and/or Services) will, unless specifically accepted and agreed to in writing by the Purchaser, be void and of no effect and will not form part of the Purchase Order.

1.3. Each Party will be responsible and bear its own costs and expenses arising in relation to the negotiation, preparation, execution and implementation by it of the Purchase Order and any document referred to therein.

2.2. If the Supplier is unable to supply the Goods or perform the Services in accordance with the terms of the Purchase Order, the Purchaser may purchase such Goods or Services which the Supplier is unable to supply or perform from an alternative supplier and will be entitled to terminate or cancel the Purchase Order with immediate effect by written notice to the Supplier (including an email notification sent from the Purchaser’s procurement system). The foregoing provisions do not preclude the Purchaser from seeking any other remedies in accordance with applicable laws or other provisions of the Purchase Order.

2.3. The Supplier will be liable for losses, damages, claims or expenses whether direct, indirect or consequential (including loss of profits and loss of goodwill) or otherwise suffered or incurred by the Purchaser as a result of the Supplier’s failure to supply any Goods or perform any Services in accordance with the provisions of the Purchase Order.

2.4. The Purchaser will (subject to the Supplier performing its obligations in accordance with the Purchase Order) make payment of the applicable undisputed fees to the Supplier on such payment terms as set out in the Purchase Order.

2.5. The Purchaser may withhold payment against any invoice which is not submitted in accordance with the Purchase Order or which covers or relates to any goods or services which have not been provided in accordance with the Purchase Order. The Purchaser may also deduct from any payment due to the Supplier any sums owed or payable to the Purchaser by the Supplier, including any credits, rebates, or other amounts in connection with the Purchase Order.

2.6. The fees are exclusive of value added tax or equivalent goods and sales tax or goods and services tax, which will be paid by the Purchaser only if a receipt which is valid for such tax purposes is provided to the Purchaser, but inclusive of all other taxes and charges. If any payment to be made in respect of any invoice is subject by law to any withholding tax, the payer will make payment to the payee of the amount owing, less a deduction for such withholding tax, and will account to the relevant tax authority for the withholding tax. Payment of the net sum to the payee and to the relevant tax authority of such withholding tax will, for the purposes of the Purchase Order, constitute full settlement of the sums owing under the applicable invoice.

3.2. The Supplier warrants, represents, and undertakes that the Services will be performed with due care, skill and diligence in accordance with good industry practice and by employees or personnel who are suitably skilled and experienced to perform the relevant tasks assigned to them in connection with the provision of the Services.

3.3. The Supplier must not subcontract the provision of the Services unless the prior written consent of the Purchaser has been obtained or the Purchase Order contemplates that the provision of the Services (or part thereof) may be subcontracted to a third party. Notwithstanding the foregoing and any subcontracting arrangements, the Supplier remains responsible and liable for the provision of the Services to the Purchaser.

4.2. Goods provided by the Supplier must be packed in a manner suitable to protect it against damage caused by repeated handlings, loading and unloading and exposure to moisture, rain, shock and/or corrosion and to ensure that the Goods will remain in good and marketable condition, using such protective measures as may be reasonably appropriate having regard to the nature, characteristics, and requirements of the Goods.

4.3. Where the Goods provided by the Supplier comprise of spare parts, tools, accessories or such other components to a particular product item (“Accessories”) to be delivered in a package or bundle, the Supplier must procure that each of such Accessories are clearly labelled to indicate the relevant package number, the name of the particular product item or Good to which they are an Accessory, the name of the Accessory, their position number on any applicable assembly drawings and in the case of spare parts or tools, the words “Parts” or “Tools” respectively in addition to the foregoing.

4.4. Within three (3) days after the shipment of any Goods, the Supplier must provide to the Purchaser all such shipping and billing documents (including without limitation, the packing list, bill of lading and invoice) as may be required by the Purchaser to undertake the collection of the Goods at the Place of Delivery as stated in the Purchase Order and/or to make payment for the relevant price payable to the Supplier.

4.5. Goods supplied by the Supplier must:

6.2. If the Purchaser discovers in the course of the inspection any shortage, damage, defects or discrepancy or such other failure to comply with the Purchase Order in respect of the Goods delivered (“Defects”), the Purchaser may reject the Goods (in whole or in part) by written notice to the Supplier setting out the reasons for rejection. Upon receipt of such notice, the Supplier must, at the cost of the Supplier, take such actions as directed by the Purchaser to rectify or cure the relevant Defect, including but not limited to accepting and providing a full refund for any damaged Goods which the Purchaser elects to return to the Supplier, supplying repair parts or replacement Goods, repairing any defective Goods or providing a partial or full discount on the price of the affected Goods, as may be applicable. For the avoidance of doubt, all costs and expenses related to or arising from the shipping and transport (including any expenses incurred in the procurement of the relevant insurances) of any replacement, repaired or returned Goods in accordance with the terms of this Article 6.2 will be borne in full by the Supplier. Articles 6.1 and 6.2 will apply to any replacement or repaired Goods being shipped to the Purchaser.

6.3. The Goods will be deemed to be accepted by the Purchaser upon the date on which the Purchaser has completed its inspection under this Article 6 without identifying any Defects (“Acceptance Date”), unless the Purchaser notifies the Supplier otherwise in writing.

6.4. The Supplier warrants that the Goods will, for a period of twelve (12) months commencing from the Acceptance Date, remain free of defects and undertakes to, where any defects are discovered or appear within such period, repair or replace the affected Goods at the option of the Purchaser and indemnify the Purchaser against any associated costs, claims or liabilities arising from such defect. The Supplier must ensure that the Purchaser has the full benefit of any third party manufacturer guarantees in respect of the Goods, where applicable.

6.5. This Article 6 is without prejudice to any other rights, remedies or claims that the Purchaser may have against the Supplier in respect of the Purchaser’s failure to supply the Goods in accordance with the Purchase Order, howsoever arising.

8.2. Prior to the Supplier having provided the Purchaser with a written confirmation that the Goods have been shipped, the Purchaser may amend or cancel the Purchase Order by notifying the Supplier in writing.

8.3. No amendments, alterations or changes may be made to a Purchase Order which has been accepted or deemed to be accepted by the Supplier in accordance with Article 1 without the prior written consent of the Purchaser.

10.2. Without prejudice to any other provisions under the Purchase Order, the Purchaser may terminate the Purchase Order with immediate effect if the Supplier has committed and fails to cure any of the following breaches within ten (10) days of receiving a notice of default issued by the Purchaser:

10.3. Without prejudice to any other provisions under the Purchase Order, the Purchaser may terminate the Purchase Order for any reason by providing the Supplier with at least 30 days’ prior written notice.

12.2. The Supplier must not publicise its relationship with the Purchaser, or otherwise make or undertake any statement, press or media announcements or marketing and advertising initiatives relating to the relationship with the Purchaser or otherwise incorporate or use the name, logo or trademarks of the Purchaser or any of its related companies without Purchaser’s prior written consent in each instance.

13.2. Without prejudice to the generality of the foregoing, the Supplier warrants, represents and undertakes to the Purchaser that it will not, and will procure that its affiliates, employees, personnel, subcontractors and suppliers will not commit, procure or encourage any third party (including public officials as defined by the applicable laws) to commit any Prohibited Act in providing the Goods and/or Services or in connection with the performance of its obligations under the Purchase Order. “Prohibited Act” means offering, promising, gifting or giving of a financial or other advantage to another person (whether directly or indirectly), where such offer, promise, gift or giving of such financial or other advantage is intended to induce a person to perform improperly a relevant function or activity or reward a person for the improper performance of such a function or activity, or where it is known or believed that the acceptance of the offer, promise, gift, or financial or other advantage would itself constitute the improper performance of a relevant function or activity.