General Terms and Conditions
GENERAL TERMS AND CONDITIONS of BUSINESS and CONTRACT of WOOJIN PLAIMM CO., LTD.
(General Conditions of Sales and Delivery) (hereinafter referred to as “GTCs)
- VERSION 20.07.2017
01.04,2020 -
1. VALIDITY
The company Woojin Plaimm Co., Ltd. (hereinafter referred to as Contractor) shall conclude contracts with its customers (hereinafter referred to as CUSTOMER) exclusively on the basis of these terms of contract and delivery.
If the CUSTOMER rejects these GTCs of the Contractor during the introduction of a business or after the preparation of an offer, no contract shall be concluded, unless the CUSTOMER pays the demanded advance payment of 30% and thus conclusively indicates his intention to conclude the contract on the basis of these GTCs.
In the case of current business relationships, the GTCs shall apply by references to the validity in offers and invoices.
2. OFFERS AND CONCLUSION OF CONTRACT
Offers by the Contractor shall be valid for the period specified in the offer, unless stated otherwise in the offer (e.g. offer non-binding).
The contract shall be concluded with the CUSTOMER if the acceptance of the offer is received within the deadline set (e-mail suffices) and the 30% advance payment is received on the Contractor’s account within the applicable terms of payment (see Section 4 here below).
The contract shall, in addition to these GTCs, be based on the offer with any fully worded additional terms of contract.
Retrospective change requests by the Customer shall only be valid if the Contractor agrees to these explicitly, to which the Contractor shall not be obliged however.
Any technical and commercial documents, such as plans, drawings, process flows, application software, technical solutions, applied patents or word/picture marks shall not be transferred into the property of the CUSTOMER, so that the property and copyrights shall remain with the Contractor.
The CUSTOMER undertakes not to transfer the documents etc. specified in the above paragraph, inasmuch as they are not accessible in public advertisements, to third parties for or without compensation, nor to make reproductions and copies without the approval of the Contractor, whereby the aforementioned obligations shall relate both to written documents as well as electronic files.
The CUSTOMER’s obligation shall also apply as duty of secrecy towards third parties.
3. PRICES AND DELIVERY ITEM
The prices stated in all documents shall be in euros net plus applicable statutory sales tax and in each case without packaging, loading, transport and transport insurance, cancellation, customs clearance, assembly and commissioning (inasmuch as included in the agreed scope of contract); any other costs shall all be borne by the CUSTOMER separately.
If a period of more than 6 months lies between the conclusion of contract and the delivery, the Contractor shall be entitled to increase the price, inasmuch as such increase is based on circumstances beyond the control of the Contractor and that influence the project costs, such as e.g. collective bargaining agreement increases, increase of raw material prices, transport tariffs and the like.
Invoices issued in euros may only be paid in euros.
The delivery item shall be specified in the offer as stated in the technical specifications.
The CUSTOMER must check himself whether the technical specifications comply with his requirements and the orders made; the Contractor shall be released from any warning duty in relation to circumstances that were not stated by the Customer in advance. The Customer must check the specific statutory provisions, safety and administrative regulations by the authorities applicable at his operating site in his country/federal province himself; the Contractor shall also be released from any warning duty in this respect.
The delivery item shall comply in terms of usual nature and quality with the technical data and state of technology at the time of preparation of the offer; special characteristics or special services were not promised.
If a machine, spare part or commodity is manufactured on the basis of design specifications, drawings or models of the CUSTOMER, the Contractor shall be released explicitly from testing the suitability of these specifications, so that the CUSTOMER shall bear the risk of the designs according to his specifications alone.
4. TERMS OF PAYMENT
Unless otherwise specified in the offer or agreed upon conclusion of contract, the purchase price shall be paid as follows:
• 30% not later than 5 bank days after conclusion of the contract;
• 70% not later than 14 bank days after the notice of readiness for shipment by the Contractor;
The deadline shall be deemed met for all payments, if the covered payment order is issued by the Customer to his bank on the last date of the deadline and the amount is credited to the Contractor’s business account not later than 5 bank days afterwards.
In the case of default of the CUSTOMER, 12% default interest p.a. shall be deemed agreed; furthermore the CUSTOMER shall pay all reasonable costs for dunning and collecting fees, even if these were not determined by a court, as well as the costs of assertion and pursuance in court.
The Contractor shall be entitled to withhold his own service or interim service or rescind the contract setting a 10-day period of grace in the case of default with a part payment or an agreed collaboration duty by the CUSTOMER.
In the case of rescission, the Contractor shall be entitled to assert either the proven damages incurred or a lump-sum compensation for damages in the amount of 30% of the net purchase price.
If the opening of a documentary credit is agreed in the concluded contract, the UCP600 standard conditions, for documentary credits as amended and INCOTERMS 2020 and updated version shall apply.
These conditions can be retrieved by the CUSTOMER at https://en.wikipedia.org/wiki/Uniform_Customs_and_Practice_for_Documentary_Credits and form part of these GTCs.
5. DELIVERY AND FULFILMENT
All deliveries by the Contractor shall be made “ex works Korea” from the Contractor in Korea.
In the case of cooperation projects, the Contractor shall be entitled to make part and preliminary deliveries and invoice these separately, this under prorated application of the terms of payment as set out in Section 4.
Delivery terms included in the offer shall be binding, inasmuch as the customer has fulfilled his collaboration duty and the delivery is not delayed or prevented by force majeure (strike, war, weather and unrest).
In the case of default with the delivery, the CUSTOMER shall grant the Contractor a grace period of 14 days without the CUSTOMER being able to derive any legal consequences therefrom.
In addition, the CUSTOMER shall grant the Contractor another and last grace period of 10 days should the rescission of contract be declared.
6. TRANSFER OF RISKS AND BENEFITS
If the Customer finances the machine through a leasing company, the ownership of the machine shall transfer to the leasing company after full payment of the purchase price; the contractual relationship with the leasing company shall be regulated by the Customer himself.
The validity of the Incoterms 2020 is agreed for the transfer of risk (bearing of risk in the event of loss or damage of the goods, bearing of transport costs).
These form part of these GTCs and can be queried by the Customer at https://en.wikipedia.org/wiki/Incoterms for example.
If a formal acceptance at the Customer was agreed between the CUSTOMER and the Contractor in the contract, the machine shall be delivered so that the CUSTOMER cannot and may not put it into operation.
If this machine blockage is circumvented by the CUSTOMER or he makes modifications without authorisation, this machine shall be deemed accepted and handed over without requiring any formal acceptance.
7. VENDOR’S LIEN
All machines, goods and spare parts shall be delivered by the Contractor under vendor’s lien and remain his property until full payment.
Any resale shall require the explicit approval by the Contractor, whereby the CUSTOMER shall assign his claims vis-à-vis the third party to the Contractor.
As a surety, the CUSTOMER shall already now offer the assignment of his claims vis-à-vis the third party to the Contractor without time limitation, who may but shall not be obliged to accept this offer.
In the case of assertion of the vendor’s lien, the Contractor shall also be entitled to assert, in addition to the surrender of the delivered machine, spare parts or goods, the full purchase price or residual purchase price in court (compliant with applicable judicature).
Any additional costs incurred to the Contractor by assertion of the vendor’s lien, such as disassembly, transport, dunning and handling fees, court costs, shall be borne by the CUSTOMER.
Should the CUSTOMER be in default with an outstanding part payment after completed delivery, he shall be obliged immediately to provide the machine with an uneasily detachable sticker along with a text according to which this machine is in the reserved ownership of the Contractor (exact company name and address plus phone number).
In the case of executive seizure, the CUSTOMER shall be obliged, otherwise constituting liability for damages, to notify the Contractor of the seizure without delay, in order to enable the Contractor immediate attachment nullity proceedings.
8. INFORMATION AND COLLABORATION DUTIES
The CUSTOMER shall obtain regulatory permits for operation of the machine, spare parts and goods at his own costs; such services shall not become part of the contract.
If special statutory provisions apply for the delivery at the place of delivery, the CUSTOMER shall point this out explicitly to the Contractor in the invitation for preparation of an offer (inquiry by customer) by the Contractor.
If the CUSTOMER fails to do so, any liability of the Contractor for possible extra costs shall be ruled out; necessary extra costs of the delivery shall in return be borne additionally by the customer.
The CUSTOMER shall be under obligation to collaborate in the delivery; he shall take all structural or material measures to enable the machine to be delivered to the CUSTOMER without obstructions, so that the preparatory works for power supply, foundation and other connections are already available.
If the Contractor incurs additional costs as a result (such as e.g. standing times, additional assembly and connection costs and other technical requirements, energy and operating resources), these shall be payable separately by the CUSTOMER at reasonable prices.
If the CUSTOMER fails to fulfil his collaboration duty, the Contractor shall be entitled to rescind the contract setting a 10-day period of grace, assert damages or a lump-sum compensation for damages (see Section 5 and 10) or bring about the requirements for commissioning himself at the costs of the CUSTOMER or award the contract for that to third parties in the name of the CUSTOMER.
9. WARRANTY AND NOTIFICATION DUTY
•The CUSTOMER shall be obliged – a business-related transaction being given in any case for both contractual parties – to examine the delivered goods and report any defects identified thereby within a reasonable period.
This reasonable period shall be defined as agreed as 14 days as of handover; the notification of defect shall be detailed in writing, thereby specifying the defect and its effects on the machine’s operation.
If the CUSTOMER fails to provide this notification, he shall no longer be able to assert claims for warranty and damages for the defect itself, as well as an error regarding fault-freeness of the matter.
The same period shall apply with the specified statutory legal consequences for defects that have occurred at a later stage.
The warranty period is agreed by mutual consent to be 12 months as of handover or 14 months after bill of lading date, whichever comes earlier..
The Contractor shall fulfil a warranty claim at his discretion either by improvement, replacement or, upon consultation, price reduction.
Warranty shall be ruled out if the delivered machine, spare parts or goods were not used, serviced and maintained by the CUSTOMER in accordance with the co-delivered documentation, operating instructions and according to the state of technology and the defect was not caused by any other than the intended use.
In the event that unusual discounts are granted on the basis of the valid price list of the Contractor, the warranty can be restricted or ruled out fully as compensation for that.
In the case of major and non-remediable defects, the CUSTOMER may demand cancellation and reversed transaction of the contract.
If the delivered machine, spare parts or goods were
operated properly by the CUSTOMER until occurrence of the mentioned non-remedable
defect, the CUSTOMER shall bear a
reasonable utilisation fee as well as a drop in value of the delivery item of
3% per month of use, based on the net purchase price, which shall be deducted
upon reversal of the purchase price.
Use that is not in conformity with the intended use shall be for example if any
materials, add-ons or spare parts were used or modifications were made to the
machine, spare parts or goods which were not approved in writing by the
Contractor.
10. GUARANTEE
Inasmuch as a voluntary contractual guarantee was granted to the CUSTOMER in the offer, this shall apply as follows:
• Guarantee period in accordance with the offer as of handover;
• Excluded from the guarantee shall be wear and tear parts, minor deviations from production properties, unusual use or use that is not in conformity with its dedication, external impacts, abnormal environmental conditions, improper operating conditions, non-compliance with specifications for maintenance and use, cases of transport damage that are not at the fault of the Contractor, incorrect use, deficient and unprofessional installation and assembly, inasmuch as commissioning was not carried out by the Contractor, as well as insufficient care;
• The guarantee shall lapse if repairs or interventions are carried out without authorization by the Contractor or if the machine is provided with foreign spare parts, supplementary or accessory parts which are not authorized by the Contractor;
• The guarantee service shall be performed by free repair or by replacement of flawless parts. No new guarantee period shall be started by the repair or replacement with flawless parts, nor shall the granted guarantee period be extended.
Claims in excess thereof shall not be covered by the guarantee.
11. COMPENSATION FOR DAMAGES
The Contractor’s liability for damages is limited to cases of grossly negligent behavior, whereby this limitation shall not apply for personal injuries.
Liability for pure pecuniary damages, indirect damages, consequential damages due to defects and loss of profit shall be ruled out completely.
In the case of liability of the Contractor, the claim for damages shall be limited to the value of the delivered machine, spare parts or goods.
The claims shall lapse within 6 months as of knowledge of the damage and liable party; expiry of the limitation shall only be interrupted within this period by action in law.
If the CUSTOMER has violated third-party property rights, which were integrated and used in the machine, he shall hold harmless and indemnify the Contractor.
12. GOVERNING LAW AND VENUE
The contract concluded with the CUSTOMER shall be governed by the law of Republic of Korea under exclusion of the UN Convention on Contracts for the International Sale of Goods and Seoul Regional District Court shall be agreed as the exclusive venue for any disputes arising out of the contractual relationship.
13. MISCELLANEOUS
The Contractor shall be entitled to store, assess, process and delete the data of the CUSTOMER in the name of the business transaction; he shall comply with the data protection regulation thereby.
The CUSTOMER grants his approval that the data and pictures of the sold machine, spare parts or goods may be duplicated and published on the Internet or other media for reference purposes.
Both contractual parties undertake to keep the business and operating secrets received by them under the business relationship absolutely secret for the period of use of the machine, the spare parts or the goods and 5 years afterwards, unless these are publicly accessible anyhow.
The place of fulfilment for all obligations under the concluded contract shall be the seat of the company in –Boeun, Korea.
If
a contract is drawn up in respectively local language German and English
language, the text in theEnglish version shall be legally and economically
binding in the case of doubt.
In doubt of the meaning and interpretation of a version of these General Terms and Conditions that are not in English language, the text of the English version is legally and economically binding.
Notifications, messages and deeds may also be transmitted by electronic means, merely settings of grace periods and declarations of rescission/cancellation must also be sent by registered letter in addition to the electronic means.
Boeun, Korea, this April 1st, 2020
------------------------------------------------------------------------------------------------------
● Article 1 (Purpose, etc.)
① The purpose of the Terms of Service (hereinafter referred to as "these Terms and Conditions") of Woojin Plaim Co., Ltd. (www.woojinplaimm.com) shall be to stipulate the rights, obligations and responsibilities of the user and the Woojin Plaimm Co., Ltd. (hereinafter the "Company") in using the Internet-related services (hereinafter referred to as "service") provided by the "Company."
② If a person who wishes to become a user presses the "Membership Registration" button after going through the prescribed procedure set by the "Company", he/she shall be deemed to have agreed to these Terms and Conditions. The rights, obligations and responsibilities of the user and the "Company" other than those specified in these Terms and Conditions shall be governed by the Telecommunications Business Act and other relevant laws and regulations of the Republic of Korea.
● Article 2 (Definition of a user)
① A "user" shall refer to a person who accesses the "Company" and sign up as a "Company" member in accordance with these Terms and Conditions and receives the Service provided by the "Company"
●Article 3 (Rules other than the Terms and Conditions)
① stipulated in the Framework Act on Telecommunications, the Telecommunications Business Act, or other related laws, they may be applied in accordance with those regulations.
●Article 4 (Establishment of Usage Contract)
① The usage contract shall be established with the consent of the "Company" to the application for use by the user.
● Article 5 (Application for use and agreement to the Terms and Conditions)
① The applicant for use shall apply for membership by filling in the member information according to the form set by the "Company" and expressing their intention to agree to these terms and conditions.
● Article 6 (Approval of Application for Use)
① The "Company" shall approve the application for use of the service with the exception of the cases ② and ③ to customers who apply for use pursuant to Article 5.
② The “Company” may withhold approval until the reasons for limiting approval for the application are resolved in the following cases.
1. When there is no capacity for service-related facilities
2. If it is determined that registering as a member is significantly impeding based on the technology of the "Company"
③ The Company may not accept any of the following cases.
1. When the application is made using another person's name
2. When applying by filling out false user information
3. When applying for the purpose of hindering the well-being and order or moral of the society
4. If the Company's other prescribed application requirements are not met
●Article 7 (Grant and Change of User ID)
① The "Company" shall assign a user ID to the user according to the Terms and Conditions.
② User ID may be changed at the request of the user or the "Company" in each of the following cases.
1. If the user ID is registered with the user's phone number or resident registration number, etc., and there is a concern of invasion of privacy
2. In case of being repulsive to others or against public morals
3. If there are other reasonable reasons
③ User customer may not allow any third party to use his/her user ID and must exercise care in managing his/her user ID and password.
● Article 8 (Change of User Information)
① If the user information entered at the time of application for use is changed, the user shall make a correction on-line or notify the Company, and the user is responsible for any problems caused by non-change of such information.
● Article 9 (Company's obligations)
① The "Company" may not disclose, make public or distribute the personal information of users acquired in connection with the provision of the Service to others without prior consent of the person, and may not use it for any purpose other than service-related business.
However, cases falling under each of the following shall be exceptions.
1. When there is a request from a national agency in accordance with laws such as the Framework Act on Telecommunications
2. When there is a criminal investigation purpose or at the request of the Korean Internet Safety Commission
3. When there is a request in accordance with the procedures stipulated by other related laws
② The "Company" shall maintain and repair the Service providing equipment in an operational state at all times unless there is a special reason.
● Article 10 (Obligations of the user)
① When using the Service, the User shall not engage in any of the following actions.
1. Wrongful of another member's ID
2. Reproducing information obtained from the Service for purposes other than use without prior consent of the Company, using it for modification, publishing, broadcasting, or providing it to others
3. Acts that infringe other rights such as the Company's copyright and other people's copyrights
4. Distributing information, sentences, figures, etc. of contents that violate public order and morals to others
5. Acts that are objectively determined to be associated with crime
6. Acts that violate relevant laws
7. Other acts that the Company deems inappropriate
② The user shall comply with relevant laws and regulations, matters stipulated in these terms and conditions, user guides and cautions
③ The user shall comply with the restrictions on use posted by the "Company" or separately announced by each content.
④ The user may not engage in any commercial activities without prior consent of the "Company".
● Article 11 (Service Fee)
① The Service provided by the "Company" is free. However, the "Company" may charge the Service in the future, and for specific matters related to it, we will collect the opinions of members and establish a standard for a paid service.
● Article 12 (Service Hours)
①The Service shall be available 24 hours a day, 7 days a week, 365 days a year, unless there is a business or technical obstacle to the Company or other special reasons. However, in case the Company deems necessary such as equipment inspection, equipment failure, or service use, all or part of the Service may be restricted.
● Article 13 (Service Restriction and Suspension)
① In the case of wars, incidents, natural disasters, or a national emergency equivalent thereto, or in the case of other force majeure reasons such as a telecommunications service provider’s suspension of telecommunication services under the Telecommunications Business Act, the "Company" may limit or suspend all or part of the Service.
② When the "Company" restricts or suspends the use of the Service pursuant to the provisions of Paragraph 1, it shall inform the user of the reason and the time limit thereof without delay.
● Article 14 (Termination of Service)
① When the user desires to terminate the use contract, the user him/herself shall request for cancellation to the "Company" on-line.
● Article 15 (Restrictions on the Use of the Service)
① The Company may restrict use without prior notice in the event that the user engages in any of the following actions.
1. In case of stealing someone else's ID and password
2. In case of intentional interference with operation
3. In case of intentionally distributing content that is hindering public order and morals
4. When the user plans or executes the use for the purpose of hindering national interests or social public interests
5. In the event of engaging in an act that damages the reputation of others or causes disadvantage
6. In the case of transmitting a large amount of information or transmitting advertisement information for the purpose of interfering with stable operation
7. In the case of distributing computer virus programs that cause malfunction of information and communication facilities or destruction of information, etc.
8. In case of infringing the intellectual property rights of the Company, other users or others people
9. When there is a request for correction by an external agency such as the Korea Internet Safety Commission, or when the Company receives an authoritative interpretation from the National Election Commission in connection with an illegal election campaign.
10.In the case of wrongful use of other's personal information, user ID and password
11.When the information obtained by using the Company's information is reproduced, distributed, or commercially used without the Company's prior consent
12.When the user posts pornography on a bulletin board or links to a pornographic site
13.In the case of violating the terms of use set by the Company including these Terms and Conditions and related laws
● Article 16 (Disclaimer)
① The "Company" shall be exempted from liability for damages arising from the user's failure to obtain the expected profits or the selection or use of materials.
② The "Company" shall be exempted from liability in the event of a failure due to reasons attributable to the user.
③ The "Company" shall be exempted from responsibility for the contents of materials posted or transmitted by the user.
④ The "Company" shall be exempted from responsibility in the case of transaction of goods between users or between the user and a third party through service.
⑤ The "Company" shall not be responsible for the storage and transmission of data and shall be exempted from liability in case of loss of data.
⑥ The "Company" shall be exempted from responsibility for the suspension of service provision if the Service cannot be provided due to natural disasters or other equivalent force majeures.
⑦ The "Company" shall be exempt from liability for any obstacles in use due to reasons attributable to users.
⑧ The "Company" shall be exempted from responsibility for the reliability or accuracy of information provided through the service network provided by the Company.
● Article 17 (Competent Court)
① For disputes arising from service use such as fees, the court having jurisdiction over the location of the Company's head office shall be the competent court.
●Addendum
These Terms and Conditions shall apply from October 2009, and the previous terms and conditions that were applied before October 2009 shall be replaced by these Terms and Conditions.