영문 플랜트 계약서(Supply Agreement)

 

SUPPLY AGREEMENT

 

This Supply Agreement (the  Agreement) is made  and entered into  this ____day

_____ by and between  ______, a corporation  organized and existing  under the

laws of having its registered  office at_____ ("Purchaser") and  _________ , a

corporation organized and  existing under  the laws of  the Republic  of Korea

having its registered office at ____ ("Supplier").

 

WITNESSETH:

 

WHEREAS, Supplier possesses  technical information and  manufacturing skills

with respect to _______; and

WHEREAS Purchaser desires  to purchase from  Supplier on a  deferred payment

basis and  Supplier agrees  to manufacture  and supply  on a  deferred payment

basis to Purchaser a certain quantity  of_______as more specifically described

herein (the "Commodities") upon the terms and conditions set forth below.

NOW, THEREFORE,   in consideration  of  the  premises and   mutual covenants

hereinafter contained the parties hereby agree as follows:

 

ARTICLE 1. DEFINITIONS

 

In addition to  the terms defined  above, as  used herein the  following terms

shall have the meanings set forth below:

"Bill of Lading" shall mean the bill of lading issued with respect to each

shipment of the Commodities.

"Banking Day " shall mean  a day on which  banks are open for  business in

Seoul, London and New York.

"Certificate of Acceptance"  shall have the  meaning set forth  in Article

6.02

"Contract Price" shall  mean the aggregate  amount of the  instalments and

the Principal Amount to be paid by Purchaser  to Supplier hereunder, which

such amount is____ United States Dollars (US$ _____ ).

"Default Rate" shall mean ____ percent (___ %) per annum.

"Dollars" and the sign  "$" shall mean  dollars in the lawful  currency of

the United States.

 

 

"Effective Date" shall have the meaning set forth in Article 16.

"Event of Default" shall have the meaning set forth in Article 9.01

"Factory" shall have the meaning set forth in Article 2.02

"First Instalment" shall mean  the first payment  to be made  by Purchaser

hereunder which such payment  shall be in  the amount of ___  Dollars (US$

_____).

["Guarantor" shall mean a  first class international bank  satisfactory to

Supplier.] (주1)

"Instalments  Payable  on   or before   the  last  Shipment"  shall   mean,

collectively, the First  Instalment, the Second  Instalment and  the Third

Instalments [.........]. (주2)

"Interest Payment Date" shall mean the last day of each Interest Period.

"Interest Period" shall  mean the  period beginning  on the  last Shipment

 

 

Date and having a  duration of six  (6) months and each  period thereafter

commencing on the last day of the then  current Interest Period and having

a duration of six (6) months.

"Interest Rate" shall mean _______ percent (____%) per annum.

"Last Shipment  Date" shall  mean the   final Shipment Date  set forth   in

Schedule Ⅲ hereto.

["Letter of   Guarantee" shall   mean the   irrevocable and   unconditional

guarantee to be issued  by the Guarantor  guaranteeing the payment  of all

sums due payable  under the  Notes, substantially in  the form  of Exhibit

satisfactory to Supplier and its counsel.] (주1)

"Notes" shall   mean the  promissory  notes  of Purchaser   evidencing the

Principal Amount which notes shall be substantially in the form of Exhibit

A hereto and in any  event in form and substance  satisfactory to Supplier

and its counsel.

"Payment Date" shall  mean each  of the  ______ consecutive  semi__ annual

dates occurring on  ___ and  _____ of  each year,  the first  Payment Date

being ______, 19___ and the last Payment Date being _____ 19

"Principal Amount" shall  mean______ Dollars(US$_____)  and in  any event,

the amount equal to____percent (_____%) of the Contract Price.

"Second Instalment" shall mean the second payment to  be made by Purchaser

hereunder which  such payment  shall be   in the amount  of _____   Dollars

(US$_____).

"Shipment Date" shall  mean the date  entered on  the Bill of  Lading with

respect to each shipment of the Commodities.

(주1) References to "Guarantor" and "Letter of  Guarantee" of "Stand-by Letter

 

 

of Credit" ad "L/C Banks" should be  included in this Agreement in acc-

ordance with the kind lf security required by Supplier and Exim Bank.

(주2) If necessary, there can  be more Instalments according to  the nature of the Agreement.

"Specifications" shall   mean the   specifications to   be nature   of the

Commodities as more specifically set forth in Schedule Ⅱ.

["Stand-by Letter of Credit" shall mean the irreovcable stand-by letter of

credit to be issued by the stand-by L/C Bank securing payment of an amount

representing principal,  interest  and, up   to a  certain limit,   default

interest under the Notes,  substantially in the  form of Exhibit  C hereto

and in any event  in form and  substance satisfactory to Supplier  and its

counsel] (주1)

["Stand-by L/c Bank"

 

shall mean    (name)    .]

"Third Instalment" shall mean  the third payment  to be made  by Purchaser

hereunder which  such payment  shall be   in the amount  of _____   Dollars

(US$____).

 

ARTCLE 2. THE COMMODITIES

 

2.01 Description

The description, quantity and unit price of the Commodities to be supplied

by Supplier to Purchaser hereunder shall be as set forth in Schedule I at-

tached hereto. All prices stated herein are CIF_______.

2.02 Specification

The Commodities shall  be manufactured in  accordance with  the Specifica-

tions set forth in Schedule Ⅱ hereto. Manufacture of the Commodities sha-

ll occur at_______ (the "Factory"), or such other  place as Supplier shall

notify Purchaser. Supplier may, at  its own risk, subcontract  any part of

the work undertaken hereunder without prior consent of Purchaser.

2.03 Samples

Supplier shall within  ______ ( )  days after  the Effective Date  in acc-

ordance with Purchaser's written  instruction produce such samples  of the

Commodities as Purchaser may reasonably require. The unit prices to be pa-

id by Purchaser for the samples shall be determined by mutual agreement of

the parties prior to the  manufacture thereof. The samples  may be adapted

or otherwise changed as Purchaser may reasonably demand  to meet its requ-

irements.

Upon manufacture of the  samples to the satisfaction  of Purchaser, Purch-

aser shall notify Supplier in writing of its acceptance thereof, and ther-

eafter full commercial production of the commodities shall begin.

 

ARTICLE 3. PAYMENT

 

3.01 Terms of Payment

The Contract Price shall be in an  amount not exceeding______United States

Dollars ($____) and shall be  paid by Purchaser to Supplier  in Dollars as

follows:

(a) The Instalments Payable on or before the last Shipment.

The First Instalments of______ U.S. Dollars (US$____) shall be paid wi-

thin fifteen (15) days after the Effective  Date. The Second Instalment

of Dollars (  ) shall  be paid upon the ____  (  th) Shipment Date  set

forth in Schedule Ⅲ  hereto or on _______whichever  comes earlier. The

Third Instalment  of  Dollars($_____) shall   be paid  on the   ____(th)

____whichever comes earlier. Purchaser  shall remit the full  amount of

each of the Instalments  in immediately available funds  by telegraphic

transfer to the account of the Export-Import Bank of Korea with Bankers

Trust Company New York. U.S.A. (Account Number  04-029-695) in favor of

the Supplier.

(b) Principal Amount

The Principal Amount shall be paid in _____ (  )equal (or as nearly eq-

ual as possible)  semi__ annual instalments  one such  instalment being

payable on each Payment Date. The last instalment shall in any event be

in the  amount  necessary to  pay  in full   the Principal Amount   out-

standing. The Principal Amount and interest  thereon shall be evidenced

by and paid in  accordance with the  Notes which shall be  executed and

delivered by Purchaser to Section 4.01 hereof.

(c) Interest

Supplier agrees to pay interest on the Principal Amount outstanding fr-

om time on each Interest Payment Date for the Interest Period then end-

ing at the  Interest Rate. Interest  shall accrue  on the basis  of the

actual number of days  elapsed and a  year of 360 days.  Interest shall

accrue from and including  the first day  of an Interest Period  to but

not including the last day of such Interest period.

3.02 Prepayment

Purchaser may, without premium  or penalty and  upon the giving  of thirty

(30) days prior written notice  to Supplier, prepay, in whole  or in part,

the Principal Amount on any due  date of a Note, provided  that such prep-

ayment is accompanied by  payment of all  interest and other  amounts then

due hereunder. Partial prepayment shall be credited against payment insta-

lments of the Principal Amount in inverse order of maturity.

 

ARTICLE 4. SECURITY

 

4.01 Notes

purchaser shall, within  three (3) Banking  Days before the  Last Shipment

Date, duly execute and  deliver to the Supplier____(  ) Notes respectively

numbered "1" to"____"inclusive,  evidencing the Purchasers'  obligation to

pay to the Supplier the Principal Amount plus interest thereon.

4.02 Guarantee [ Stand-by Letter of Credit]

Within three (3)  Banking Days  before the  Last Shipment  Date, Purchaser

shall furnish Supplier with the Guarantee [Stand-by Letter of Credit] duly

executed by the Guarantor [Stand-by L/C Bank].

 

ARTICLE 5. SHIPMENT

 

5.01 Shipment Schedule

supplier shall cause shipment of  the Commodities at any  Korean port rea-

sonably designated by Supplier not  later than the end of  each month com-

mencing from ____  to____in accordance with  Schedule Ⅲ  attached hereto.

The Last  Shipment Date   shall be made   not later than______,   excluding

delays due to such causes as defined in Article7 hereof.

5.02 Shipping Advice

Shipping advice shall be given by Supplier to Purchaser promptly after the

on-board date of the Bill of Lading and  shall contain such information as

the contract number,  loading port, brief  description of  the Commodities

shipped, name of vessel, expected time of arrival,  invoice amount of shi-

pment, and the name of the claim settling agent (if necessary) in korea.

5.03 Title and Risk of Loss

Title to and risk of loss of the Commodities  shall pass to Purchaser when

the Commodities  have effectively  passed the  ships rail  at the  port of

shipment.

5.04 Packing and Marking

Commodities shall be packed in accordance with standard export packing me-

thods and shall be marked in accordance with the reasonable instruction of

Purchaser.

5.05 Insurance, Freight, Export License

Supplier shall be responsible  for insuring against all  risks in maritime

transportation from the time  the Commodities effectively pass  the ship's

rail at the port of shipment and shall pay freight for the maritime trans-

portation of the Commodities. Supplier at its own  expense will obtain all

necessary permits  or licenses  to export the   Commodities prior to   the

relevant Shipment Date thereof.

 

ARTICLE 6. INSPECTION

 

6.01 Time and Place of Inspection

Prior to each Shipment Date, Purchaser or its  agent or representative sh-

all at its own expense inspect the Commodities at the Factory or such oth-

er Place as may be notified by Supplier  to Purchaser, Supplier shall pro-

vide Purchaser with  all reasonable assistance  in conducting  the inspec-

tion, Supplier to Purchaser, Supplier shall provide Purchaser with all re-

asonable assistance in conducting the inspection, Supplier shall give Pur-

chaser ____ days prior notice  of the date on  and the place at  which the

relevant Commodities will be ready for final  inspection. If Purchaser fa-

ils to conduct inspection  at such place  within _____ days from  the date

stated in  Supplier's notice,  Supplier may  conduct the  final inspection

without Purchaser being present, and  in such case the  Purchaser shall be

obligated to accept such Commodities  as are determined by  Supplier to be

in conformance with this Agreement.

6.02 Result of inspection

Any  Commodity  or  any  accessory  or  part  thereof  failing   to comply

within______ % of the Specification shall be  deemed a defective Commodity

and Supplier   shall replace  such Commodity,   accessory or  part with   a

conforming Commodity, accessory or part at its  own expense. For inspected

Commodities deemed  to be  conforming with  the Specifications,   Purchaser

shall issue to Supplier a written certificate substantially in the form of

Schedule to   that effect  (the  "Certificate  of Acceptance"),   and such

issuance shall constitute Purchaser's final and  binding acceptance of the

Commodities so inspected.

 

ARTICLE 7. FORCE MAJEURE

 

7.01 Cause of Delay

If the performance of  this Agreement by  any party, or of  any obligation

under this Agreement, is prevented, restricted, or interfered with by rea-

son of war, typhoon, revolution, civil commotion,  acts of public enemies,

blockade, embargo, strikes, lockouts, any law,  order, proclamation, regu-

lation, ordinance, demand or requirement having a legal  effect of any go-

vernment, or any  other act whatsoever,  whether similar or  dissimilar to

those referred to in this clause, which are  beyond the reasonable control

of the party affected  or its sub-contractor, including  weather, then the

party so affected  shall, upon  giving prior written  notice to  the other

party, be   excused from  such  prevention, restriction   or interference,

provided that the party so affected shall use its  best effort to avoid or

remove such   causes of  nonperformance,  and shall   continue performance

hereunder with the utmost dispatch whenever such  causes are removed. Upon

such circumstances arising,  the parties shall  meet forthwith  to discuss

what (if any) modification maybe required to the  terms of this Agreement,

in order to arrive at an equitable solution.

7.02 Excessive Delay

If the total accumulated time of all delays  with respect to each shipment

on account of the  causes specified in  Section 6.01 of this  Article agg-

regate or can reasonably  be expected to  aggregate one hundred  and fifty

(150) calendar days or more, then in such event either party may terminate

this Agreement in accordance with the provisions of Article 9 here of.

 

ARTICLE 8. WARRANTY

 

8.01 Warranty Terms

Subject to the  limitations set  forth below,  Supplier warrants  that the

Commodities will be free from defects in material  and workmanship and un-

dertakes to repair  or replace  free of charge  any defective  parts, inc-

luding repaired or replaced parts, in  the Commodities, provided, however,

that the parties  expressly acknowledge  and agree  that this  warranty is

limited to only such defects in the commodities  which are (Ⅰ) due solely

to defective material and/or poor workmanship on the  part of supplier an-

d/or its sub-contractors. (Ⅱ) discovered within  twelve (12) months after

the shipment date of  the applicable commodity  and (Ⅲ) for  which notice

thereof is duly given to supplier as provided in article 8.02 below.

8.02 Notice of Defects

Purchaser shall  notify Supplier   in writing, or   by telex confirmed   in

writing, within thirty (30) days  after discovery of any  defect for which

claim is made hereunder. Purchaser's failure to  give Supplier such notice

within thirty(30) days after  discovery of the defect  shall constitute an

absolute, irrevocable  and  unconditional waiver   of any  and all   claims

arising out of or in any way connected with such defect.

8.03 Remedy of Defects

Upon receipt of  notice, Supplier shall  promptly deliver  the replacement

part(s) free of charge C.I.F.____, or such other port as may be reasonably

designated by Purchaser.

8.04 Disclaimer

Purchaser expressly  acknowledges and  agree that  the warranty   contained

herein shall  not extend  to material  which ages  or deteriorates  due to

ordinary wear and tear, or to defects or conditions caused, in whole or in

part, by  deficiencies in  supplies, service,  or facilities  furnished by

purchaser. In addition, this warranty does not  extend to commodities that

have been altered  or repaired by  personnel unauthorized by  supplier, or

which have been subjected  to misuse, neglect, improper  maintenance, acc-

ident, or improper installation or storage by  purchaser, its customers or

personnel acting at purchaser's direction or behalf.

8.05 Purchaser's responsibility

Purchaser shall indemnify and  hold Supplier harmless against  any and all

claims, proceedings, losses,  liabilities, suits,  judgments, costs:expen-

ses, penalties or fines for injury or damage to any property or person ar-

ising out of or in any way connected with  the Commodities. For so long as

this Agreement shall remain in force, Purchaser shall  procure form a rep-

utable insurance company a Comprehensive General  Liability insurance pol-

icy (or its equivalent) in the minimum amount of US$     , per occurrence,

and shall at its own expense  cause Supplier to be listed  as a named ins-

ured in such policy.

8.06 Service Engineer

Upon Purchaser's request, Supplier shall dispatch a  service engineer to a

location reasonably designated  by Purchaser to  assist Purchaser  in pro-

viding efficient service to its customers for the  period of warranty her-

eunder, Purchaser shall  pay to  Supplier all  costs associated  with such

service engineer including but not limited to, salary, transportation, co-

mmunications, and housing.

 

ARTICLE 9. DEFAULT

 

9.01 Event of Default

Each of the following events and occurrences shall  constitute an event of

default ("Event of Default"):

(a) Purchaser fails  to pay  on the  due date  any of  the First  In-

stalment, Second Instalment or Third Instalment.

(b) Purchaser rejects any shipment  of the Commodities following  the iss-

uance of a Certificate of Acceptance with respect to such shipment.

(c) Purchaser fails to execute and deliver the Notes in accordance with Ar-

ticle 4.01 or the Guarantor  [L/C Bank] fails execute  and deliver the

Letter of   Guarantee [Standby Letter   of Credit] in   accordance with

Article 4.02

(d) Purchaser fails to perform any of its obligations  with respect to any

of the security instruments provided by it under Article 4 hereof.

 

 

(e) Purchaser fails to pay on the  relevant due date any  payment of prin-

cipal, interest, expenses or any other amount which it is obligated to

pay under the terms of the Notes.

(f) Purchaser fails to perform or violates any provision of this Agreement

of the Notes.

(g) Any governmental consent, filing, license or approval  granted or req-

uired in connection with this Agreement or any Note expires or is ter-

minated, revoked, withdrawn or modified in any way new law or decree is

issued which in Supplier's opinion would  prevent Purchaser form fulf-

illing its obligations hereunder or under any Note.

(h) The whole or a  substantial part of  the assets of Purchaser  is conf-

iscated or attacked.

(i) Purchaser fails to pay when due any indebtedness or fails to observe or

perform any term, covenant or agreement contained  in any agreement by

which it or its  assets is  bound evidencing or  securing any indebte-

dness, and the effect of  such failure is to  accelerate, or to permit

the acceleration of the maturity of such indebtedness.

(j) Any change occurs in the ownership or control of Purchaser or Guarantor

[L/C Bank] which, in the reasonable opinion of Supplier, constitutes a

material adverse change affecting the financial condition or operations

of Purchaser of Guarantor [L/C Bank] respectively.

(k) Purchaser or Guarantor [L/C Bank] suspends or discontinues its business

operations, whether voluntarily or involuntarily, for  a period of ten

(10) or more days.

(I) Purchaser or the Guarantor [L/C  Bank] becomes insolvent or  unable to

pay any money due under any agrement or document evidencing, securing,

guaranteeing or otherwise relating to indebtedness in etcess of $1,00-

0,000 or its equivalent in  any other currency when  due or commits or

permits any act of bankruptcy, which term shall include (i) the filing

of  a  petition  in any   bankruptcy, reorganization,   winding-up  or

liquidation  proceeding or   other proceeding  analogue in   purpose or

effect, (ii) the failure by  Purchaser or the Guarantor  [L/C Bank] to

have any such petition filed by another party discharged within thirty

(30) days, (iii) the application for or consent to the appointment of a

receiver or trustee for the  bankruptcy, reorganization, winding-up or

 

 

liquidation of Purchaser or the Guarantor, [L/C Bank], (iv) the making

by Purchaser or the Guarantor [L/C Bank] of an assignment for the ben-

efit of its creditors, (v) the admission in writing by Purchaser or the

Guarantor [L/C Bank] of its inability to pay its debts, (vi) the pass-

ing of a resolution  by, or the  entry of any court  order or judgment

confirming the bankruptcy or insolvency of  Purchaser or the Guarantor

[L/C Bank] or approving any reorganization,  winding up or liquidation

or Purchaser or the Guarantor  [L/C Bank] of a  substantial portion of

their respective properties  or assets, or  (vii) any  creditor of the

Guarantor [L/C Bank] exercises a contractual right  to assume the fin-

ancial management of the Guarantor [L/C  Bank] exercises a contractual

right to assume the financial management of the Guarantor [L/C Bank}.

(m) The Guarantor [L/C Bank] attempts to repudiate, rescind, limit or annul

the Letter of Guarantee [Stand-by Letter of Credit]; or any legislation

or regulation is proposed, enacted or promulgated  the effect of which

would be to repudiate, rescind, limit or annul the Letter of Guarantee

[Stand-by Letter of Credit]; or the Guarantor [Stand-by L/C Bank] fails

to comply with any  legislation or regulations  concerning its organi-

zation or authority or any change is made in such legislation or regu-

lation which failure or change, in the reasonable opinion of supplier,

has a material adverse effect on the ability of the Guarantor [Stand-by

L/C Bank] to meet its obligations under the Letter of Guarantee [Stand-

by Letter of Credit].

(n) It becomes unlawful for Purchaser to perform any obligation under this

Agreement or the Notes, or for the Guarantor  [Stand-by Letter of Cre-

dit].

(o) Any competent governmental authority takes (i) any  action to condemn,

seize, requisition or otherwise appropriate any substantial portion of

the properties or assets of Purchaser (either  with or without payment

of compensation), (ii) any action to  dissolve, liquidate or terminate

the existence of the Guarantor [Standby L/C Bank] or to divest the Gu-

arantor [Stand-by L/C Bank} of any material  portion of its properties

or assets, or (iii) any action relating to  Purchaser or the Guarantor

[Stand-by L/C Bank] which, in the opinion of Supplier, adversely affe-

cts Purchaser or the Guarantor's[Stand-by L/C Bank] ability to pay its

indebtedness under this Agreement, the Notes or  the Letter of Guaran-

tee[Stand-by Letter of Credit].

(p) Any circumstances occur which,  in the  opinion of Supplier,  give re-

asonable grounds for belief that Purchaser  or the Guarantor [Stand-by

L/C Bank] may not (or may not be able to) perform its obligation under

this Agreement, the Notes or the Letter  of Guarantee [Stand-by Letter

of Credit].

(q) Supplier fails to manufacture the samples to the  satisfaction of Pur-

chaser in accordance with Article 2.03 hereof within_____(  ) days aft-

er the Effective Date.

(r) Supplier fails to ship Commodities accepted by Purchaser  within __( )

days after Purchaser's issuance  of a Certificate  of Acceptance ther-

efor.

(s) Supplier breaches any of its obligations hereunder and  such breach is

not cured or steps  satisfactory to  Purchaser have not  been taken to

effect cure within thirty  (30) days of Purchaser's  written notice to

Supplier.

9.02 Consequences of default

(a) Upon the occurrence of any of the Events of  Default specified in Art-

icle 9.01 (a) or (b), successive Shipment Dates shall be postponed unt-

il such Event of default is cured;provided, however,  that if any such

Event of Default continues for a period of fifteen (15) days, Supplier

may, at its option, rescind this Agreement  by giving Purchaser notice

to such effect. In the event of such rescission, Supplier shall be ent-

itled to retain all or  any part of the  Instalments paid by Purchaser

hereunder.

(b) Upon the occurrence of any of the Events of  Default specified in Art-

icle 9.01 (c)-(p), and at the option of Supplier the obligations of Su-

pplier hereunder shall immediately cease; supplier may declare, by not-

ice to Purchaser without presentment, demand, notice or protest all of

which are hereby expressly  waived by Purchaser, the  principal of any

Instalment and the principal and accrued interest on the Principal Amo-

unt payable hereunder ad all other  amounts payable hereunder immedia-

tely due and payable together with Default Interest accrued on all such

sums from the date of such declaration.

(c) Upon occurrence of any  of the Events  specified in Article  9.01 (q)-

(s), Purchaser may  terminate this Agreement;  provided, however, that

all amounts then due and payable to Supplier hereunder shall have been

paid in full. In the event of such  termination, Supplier shall refund

the Instalments paid by Purchaser hereunder.

(d) All expense incurred by either party in enforcing its rights hereunder,

including the fees and expenses of counsel, shall be paid by the other

party.

 

ARTICLE 10. ARBITRATION

 

All disputes arising between the parties in connection  with this Agreement

which cannot be settled by mutual agreement shall be finally settled by ar-

bitration in accordance with the  Rules of Conciliation and  Arbitration of

the International Chamber of Commerce before a board  of three arbitrators,

consisting of one member to be appointed by each of Purchaser and Supplier,

respectively, and of third member to be selected by the two members so appo-

inted. by each of Purchaser and Supplier, respectively, and of third member

to be selected by the two members so appointment, the third arbitrators fail

to agree upon a third arbitrator within fifteen (15) days  from the date of

their appointment, the third arbitrator shall then be appointed by the pre-

sident of the International Chamber of Commerce. The  arbitrator shall then

be appointed by the president of the International Chamber of Commerce. The

arbitration thereof. The award rendered  shall be final and  conclusive. No

payment under this Agreement shall be  delayed or withheld by  Purchaser on

account of any dispute of whatever  nature arising between the  parties he-

reto.

 

ARTILEC 11. ASSIGNMENT

 

Neither of the parties hereto  shall may assign  this Agreement to  a third

party unless prior written consent of the other party has been obtained. In

the event of any assignment by  Purchaser such assignment shall  further be

subject to the approval of Supplier's  bank and/or the relevant  Korea gov-

ernmental authorities and Purchaser shall at all times remain as the primary

obligator for the due performance of all of its obligations under this Agre-

ement. This Agreement shall insure to  the benefit of and  shall be binding

upon the lawful successors, transferees and assignees of either of the par-

ties hereto. Notwithstanding the foregoing, Supplier is  entitled to assign

to any other party its rights under the Notes and/or the Letter of Guarantee

[the Stand-by Letter of Credit] without Purchasers prior consent.

 

ARTICLE 12. TAXES

 

12.01 Taxes in Korea

Supplier shall pay   all taxes and   imposed in the   Republic of Korea   in

connection with the execution, delivery or performance of this Agreement.

12.01 Taxes outside Korea

Purchaser shall pay all taxes  and duties  imposed outside the  Republic of

Korea in connection  with the  execution, delivery  or performance  of this

Agreement except for   taxes and  duties imposed  upon those  items to   be

procured by Supplier for the manufacture of Commodities.

 

ARTICLE 13. PATENTS, TRADEMARKS, AND COPYRIGHTS

 

Nothing contained herein  shall be  construed as  transferring any   patent,

trademark or copyright in the Commodities or any part thereof, all such ri-

ghts being hereby expressly reserved to the true and lawful owners thereof.

 

ARTICLE 14. CONFIDENTIALITY

 

Supplier shall retain all rights with respect to the specifications, plans,

working drawings, technical  descriptions, calculations,  test results  and

other data, information and documents concerning the design and manufacture

of the Commodities, and Purchaser hereby agrees not to disclose the same or

divulge any information contained therein to any third  parties without the

prior written consent of the Supplier  except to key employees  involved in

the usual operation or maintenance of the Commodities.

 

ARTICLE 15. NOTICE

 

Any and all notices  and communications in  connection with  this Agreement

shall be written in the English language and (i) personally delivered, (ii)

transmitted by registered airmail postage prepaid, or  (iii) transmitted by

tested telex to e parties at the following addresses:

To Purchaser:

Telex:

To Supplier:

Telex:

Any notice given   by registered air   mail shall be   deemed to have  been

received ten (10)  days from  the date  of mailing,  any  notice personally

delivered shall be deemed to have been received upon delivery and any notice

sent by telex shall be deemed to have been received when sent. Any party may

change its address for the purposed  hereof by written notice  to the other

party.

 

ARTICLE 16. EFFECTIVE DATE

 

This Agreement shall become effective from the date  (the" Effective Date")

on which all of the following conditions have been met:

(a) This Agreement has been duly executed and delivered by the parties he-

reto.

(b) Supplier has obtained the relevant export license with  respect to the

commodities from the government of the Republic of Korea.

Supplier shall promptly give notice  to Purchaser upon the  fulfillment of

each of the above conditions. This Agreement shall  terminate upon payment

of all amounts due to Supplier under the terms of this Agreement.

 

ARTICLE 17. MISCELLANEOUS

 

17.01 Applicable Law

The parties hereto agree that the validity, formation and interpretation of

this Agreement , the Notes, and the Letter of Guarantee [Stand-by Letter of

Credit] shall be governed by the laws of the State of New York, United Sta-

tes of America.

17.02 Discrepancies

In the event that any provision contained in the  Specifications is incon-

sistent with any provisions of this Agreement, then in each and every such

event the applicable provisions of this Agreement shall prevail.

17.03 Entire Agreement

This Agreement contains the entire agreement and understanding between the

parties hereto and supersedes all prior negotiations, representations, un-

derstandings and agreements on any subject matter of this Agreement.

17.04 Severability

If any provision of this Agreement or any document  executed in connection

herewith shall be invalid, illegal or unenforceable, the validity, legality

and enforceability of the remaining provisions contained  herein shall not

in any way be affected or impaired.

17.05 Waiver of Sovereign lmmunity

Purchaser represents and warrants that this Agreements is a commercial ra-

ther than public or governmental act and that Purchaser is not entitled to

claim immunity from legal proceedings with respect to itself or any of its

properties or assets on the grounds of sovereignty or  otherwise under any

law or in any jurisdiction where an  action may be brought  for the enfor-

cement of any of the obligations arising under or  relating to this Agree-

ment or the Notes. To the extent that Purchaser or any of its properties or

assets has or hereafter may acquire any right to immunity from set off, le-

gal proceedings, attachment prior to judgment, other  attachment or execu-

tion of judgment on the grounds of sovereignty or otherwise, Purchaser for

itself and its properties and other assets hereby  irrevocably waives such

right to immunity in respect of its obligations arising  under this agree-

ment, the Notes and all documents executed in connection herewith.

17.06 Amendment

No provision of this Agreement may be amended, modified, waived or rescin-

ded except by a written agreement executed by the parties hereto.

17.07 Counterparts; Controlling Language

This Agreement may be executed in  any number of counterparts.  Any single

counterpart or a set of counterparts executed, in either case, by both par-

ties hereto shall constitute a full and original agrement for all purposes.

This Agreement, all notices  delivered hereunder and  all documents  to be

delivered in connection with this transaction shall be in the English lan-

guage and in the event of any conflict between the English-language version

and the non-English language version of  any such notice or  document, the

English-language version shall prevail.

17.08 Independent Contractors

It is expressly understood  and agreed that  the relationship  between the

parties created by   this Agreement is   that of independent   contractors.

Nothing in this Agreement shall be construed to constitute either party as

agent of the other for any purpose whatsoever, and neither party shall bind

or attempt to bind the other party to any contract or  the performance of

any obligation, nor represent to  third parties that  it has any  right to

enter into any binding obligation on the other's behalf.

 

IN WITNESS WHEREOF, the  parties hereto  have caused  this Agreement  to be

executed by their respective duly authorized  as of the day  and year first

written above.

PURCHASER:                             SUPPLIER:

BY:__________                          BY:_______

Name:                                   Name:

Title:                                  Title: