Prices are in United States dollars and only include the cost of UWBTECH’s usual factory quality tests and inspection and the cost of packaging in accordance with good commercial practice. Prices are EXW shipping point.
2. PROPOSAL VALIDITY
Unless otherwise stated, all proposals and quotations will have a 30 day expiration from date of submittal.
3.1 Delivery dates and times are approximate and based on (i) prompt receipt by UWBTECH of all information necessary to permit UWBTECH to proceed with work immediately and without interruption, (ii) Buyer’s compliance with the payment terms, (iii) prompt receipt by UWBTECH of all evidence UWBTECH may request for any required Export or Import license.
3.2 Partial deliveries shall be permitted, but UWBTECH shall not ship excess quantities. Upon delivery to Buyer or a common carrier at UWBTECH’s facility, Title in the products and all risk of loss shall pass to the buyer. Buyer grants UWBTECH a security interest in and the right to repossess all goods until all charges are paid in full; Buyer further will execute any document required to perfect this security interest.
3.3 If any part of the product cannot be delivered when ready due to any cause specified in Article 6 hereof, UWBTECH may make delivery by placing such products in storage. In such event, (i) all expenses incurred by UWBTECH such as for preparation and placement into storage, handling, storage, inspection, preservation and insurance, shall be payable by buyer upon submission of UWBTECH’s invoices, and (ii) UWBTECH shall assist and cooperate with buyer in any reasonable manner with respect to the removal of any products which have been in storage after payment of all amounts by the buyer. UWBTECH shall notify buyer in writing concurrently with placing such products in storage.
3.4 Unless specified on the customer’s purchase order, UWBTECH will determine the method and routing of all deliveries. Any specification by customer will be subject to UWBTECH’s approval.
3.5 Product that is deliverable within 30 days cannot be cancelled or rescheduled. Cancellations or modifications to the schedule of product due outside of 30 days caused by buyer may result in pricing adjustments and/or additional fees.
4.1 UWBTECH shall invoice buyer upon shipment and such invoices will be due and payable upon receiving purchase order or within thirty (30) days from date of invoice, unless otherwise agreed in writing. In the event that any invoice is not paid when due, UWBTECH may, with fifteen (15) days prior written notice to buyer, either suspend deliveries or terminate the contract. Late fees shall accrue on all past due payments at one and a half percent (1½ %) per month or the highest rate permitted by law, whichever is less.
4.2 Payments shall be made to the address of UWBTECH as shown on UWBTECH’s invoice.
4.3 Non-recurring engineering charges (“NRE”) and payment schedule shall be agreed upon prior to the acceptance of the purchase order or contract execution.
4.4 The balance of such NRE shall be due and payable upon receiving NRE contract (or purchase order) or within thirty (30) days after completion or the NRE work (the NRE Balance). In the event of a cancellation of the NRE contract or purchase order after commencement but prior to completion of NRE work, UWBTECH shall be entitled to payment of a percentage of the NRE balance equal to the percentage of NRE work completed prior to cancellation, as reasonably determined by UWBTECH. All NRE charges are nonrefundable.
5. INSPECTION AND TESTING
All quality control exercised in the manufacture of the products shall be in accordance with UWBTECH’s normal quality control policies, procedures and practices unless otherwise agreed in writing.
6. PACKING, MARKING AND SHIPPING
Products shall be prepared, packed and shipped by/or on behalf of UWBTECH in accordance with good commercial practices unless otherwise directed by the buyer in the purchase order. A complete packing list shall be enclosed with all shipments. Buyer agrees to reimburse UWBTECH for the cost of any non-standard packing, marking or shipping directions contained in the purchase order.
7.1 UWBTECH shall not be liable for delays in performing its obligations, and UWBTECH’s deadlines shall be extended, for any delay arising directly or indirectly from causes outside of UWBTECH’s reasonable control, including but not limited to (i) acts of God, unforeseeable circumstances, acts (including delay or failure to act) of any governmental authority, war, riot, revolution, civil unrest, delay or defaults of common carriers, priorities, fires, strike, lockout, sabotage or epidemic, or (ii) failure or curtailment due to cause beyond UWBTECH’s usual source of supply, labor, materials, components, facilities, or transportation, including any vendor’s alleged infringement of third party intellectual property rights, or (iii) any other cause beyond UWBTECH’s control.
7.2 UWBTECH will make reasonable efforts to shorten the period of any delay under this provision. If any delays resulting from any of the foregoing causes extends for more than one hundred twenty (120) days, either party, upon thirty (30) days written notice, may terminate the order in respect to the unexecuted portion of the work whereupon buyer shall pay UWBTECH charges, as applicable, in accordance with the terms of the contract.
8. INTELLECTUAL PROPERTY
8.1 Any work, writing, idea, discovery, improvement, invention (whether patentable or not), trade secret or intellectual property of any kind first conceived by UWBTECH in the performance of this contract shall be the exclusive property of UWBTECH.
9.1 Each party agrees to comply with the terms of any nondisclosure or proprietary information agreement between UWBTECH and buyer and to comply with all valid proprietary information markings and restrictive legends applied to anything provided by one party to the other. Any other knowledge or information that buyer shall have disclosed or may hereafter disclose to UWBTECH incident to any order hereunder shall not, unless specifically agreed upon in writing by UWBTECH, be deemed to be confidential or proprietary information and accordingly shall be acquired free from any restrictions (other than a claim for patent infringement).
10.1 UWBTECH warrants to buyer that the product sold hereunder will be free from defects in material and workmanship. This warranty extends for the period described in Section 10.3 from the date of original purchase. UWBTECH’s liability and buyer’s remedy under this warranty are limited to repair or replacement, at UWBTECH’s election and at UWBTECH’s cost, of product or parts there of returned to UWBTECH’s place of manufacture which are shown to UWBTECH’s reasonable satisfaction to have been defective; provided that written notice of the defect shall have been given by the buyer to UWBTECH prior to expiration of the warranty period. Buyer shall be responsible for the return freight and insurance charges (for the full product value) to UWBTECH. UWBTECH shall be responsible for freight and insurance on the return of products to the buyer. Transportation charges for the reshipment of products to the buyer and the risk of loss thereof will be borne by UWBTECH only if goods are returned in accordance with written shipping instructions from UWBTECH. This warranty shall not apply to repair or replacement necessitated by accident, disaster, improper or inadequate maintenance, unauthorized modifications or repairs, or electrical or physical misuse, misapplication or abuse.
10.2 UWBTECH’s warranty as stated in section 10.1 shall be in lieu of all other warranties, whether oral, written, express, implied or statutory. UWBTECH’s warranty obligations and buyer remedies hereunder are solely and exclusively as stated herein. ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE HEREBY DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT UWBTECH IS UNABLE TO REPAIR OR REPLACE THE PRODUCT IN A TIMELY FASHION, OR THE WARRANTY PROVIDED HEREIN OTHERWISE FAILS, BUYER’S RECOVERY OF ANY DAMAGE OF LOSS SHALL BE LIMITED TO THE PRICE PAID FOR THE PRODUCT.
10.3 The warranty described in Section 10.1 shall extend from the date of original shipment in the case of any of UWBTECH’s products for one (1) year.
10.4 Products repaired or replaced after the warranty period are warranted for ninety (90) days from date of shipment.
11.1 Buyer agrees to indemnify and hold UWBTECH harmless from any expenses, attorney fees, court costs and/or other associated expenses it incurs as a result of Buyer’s breach of any obligation to UWBTECH, including but not limited to costs associated with compromises and judgments. In any action to enforce Buyer’s obligations, UWBTECH shall be entitled to recover its reasonable attorney’s fees.
12. APPLICABLE LAW & DISPUTE RESOLUTION
12.1 All agreements between Buyer and UWBTECH shall be interpreted with regard to law of Republic of Korea.
12.2 All disputes, controversies, or differences arising between the parties hereto, out of, or in relation to, or in connection with, this Agreement, or any breach thereof, which cannot be settled amicably by the parties shall be resolved by the International Commercial Arbitration Court at the Chamber of Commerce and Industry of Republic of Korea.
13. LIMITATIONS OF LIABILITY
13.1 The total liability of UWBTECH, and any other agent, division, subsidiary, parent corporation, subcontractor or supplier of UWBTECH (collectively, UWBTECH Indemnified Party), on any claim, whether in contract, warranty, tort (including negligence or patent infringement) or otherwise, arising out of, connected with, or resulting from the performance or nonperformance of this contract or from the manufacture, sale delivery, resale, repair, replacement or use of any product or the furnishing of any service, shall not exceed the price allocable to the product or service which gives rise to the claim. Any such liability shall terminate upon the expiration of the warranty period specified in Article 10.
13.2 If UWBTECH furnishes buyer with advice or other assistance which concerns any products supplied hereunder or any system or equipment in which any such products may be installed and which is not required by the terms of this contract, the furnishing of such advice or assistance shall not subject a UWBTECH or an Indemnified Party under paragraph 11.1 to any liability, whether in contract, warranty, tort (including negligence or patent infringement) or otherwise.
Export of products produced under this Agreement may be subject to the export laws of both Republic of Korea and the United States including, but limited to the U.S. International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Buyer shall not export, disclose or transfer any UWBTECH products or data directly or indirectly without compliance with these and any other applicable laws and regulations.