1.) DEFINITIONS As used in these terms and conditions: a) “Order” means the Purchase Order and all attachments, exhibits and documents referenced therein and all terms and conditions thereof, together with any subsequent modifications thereto. b) “Product(s)” means any materials, machinery, equipment, article, item, services or work provided for in the order. c) “Vendor” means the person, firm, company or corporation to whom the Order is issued. d) “Buyer” means SK Biotek Co., Ltd. or agent for SK Biotek Co., Ltd. e) “Owner” means SK Biotek Co., Ltd. for whom the Products are purchased or leased under the Order. f) “Sub-Vendor” means the person, firm, or corporation who supplies Vendor with the Products which are used by Vendor in connection with the Order.

2.) ACCEPTANCE OF PURCHASE ORDERS The Order is conditioned on Vendor’s acceptance of all terms and conditions thereof. Vendor shall be deemed to have accepted and be bound by the Order when he commences work on and/or delivers any of the Products ordered or performs any of the services referred to therein or receives any payment thereunder. The Vendor agrees that these General Terms and Conditions apply and govern to the exclusion of all others.

3.)PRICE AND PAYMENT Unless otherwise stated, all prices for Products are firm and are not subject to price escalation for any reason whatsoever. Any applicable sales, usage, or similar taxes levied in the country of manufacture and export, charges, fees, Vendor’s profit, and other expenses are included in the price. Payment shall be made in accordance with the applicable provisions of the Order.

4.)DELAY PENALTY In case of delayed delivery by Vendor, Owner and/or Buyer shall have the right to charge Vendor a penalty which will be calculated at the rate of 0.15% of the delayed amount for each day of delay after the latest shipping date on the Order. Maximum penalty shall not exceed Ten percent (10%) of the total purchase order amount under the Order. In case of a penalty over Ten percent (10%) of the total purchase order amount, Owner and/or Buyer can cancel the Order and make another contract with other Vendors. (All costs due to this charge shall be borne by Vendor.) However, Vendor shall not be charged for the late shipment caused by force majeure, subject to provisions of below section 10. Should the delay cause a serious impact on project schedule, Owner and/or Buyer, at its option, may cancel or terminate the Order. Further, any expenses such as L/C amending incurred due to late shipment beyond delivery date stipulated in Order and L/C shall be for the account of the Vendor.

5.)DELAY PENALTYDELIVERY TERMS All delivery terms used in this Order and all deliveries made are to be in accordance with Incoterms 2010 and subsequent addenda thereto, as issued by the International Chamber of Commerce in Paris.

6.)WARRANTY The Vendor warrants that the Product(s) to be supplied to Buyer shall strictly conform with the specifications and shall be suitable, merchantable and fit for the purpose of such Product(s). Such specifications shall be provided by Buyer in advance, if any.

7.)BREACH OF WARRANTY In the event of Vendor’s breach of warranty, Vendor shall, at Buyer’s option, either (a) refund the total sales price to be paid by Buyer to Vendor for the Product(s), (b) provide a discount in price equal to the reduced value of the Product(s) or an equivalent credit against future purchases, or (c) supply Buyer, at Vendor’s own account, with substitute Product(s) in an amount sufficient to replace all defective or non-conforming amounts of the Product(s).

8.)LIMITATION OF LIABILITY The Vendor shall be liable to Buyer for breach of the Order or any other matters related with Vendor’s failure to perform under the Order, inclusive of negligence, for at least One Hundred Fifty percent (150%) of the total and aggregate purchase price for the Product(s). In any event, the Vendor shall be liable to Buyer for any loss of profit or any other type of indirect, incidental or consequential loss arising in connection with Vendor’s breach of the Order or any other matters related with Vendor’s failure to perform under the Order.

9.)SUBSTITUTION No substitution will be permitted under this Order except on specific written authority of the Buyer’s Purchasing Team.

10.)FORCE MAJEURE In the event of any circumstance which is both unforeseeable and unavoidable, and which prevent Vendor from fulfilling its obligation of delivery under this contract, Vendor shall immediately advise Buyer of it with evidence by fax, confirmed by registered letter, giving full particulars thereof including its date of first occurrence and of the cause or event giving rise to it. The statement of the Chamber of Commerce shall include evidence of such particulars. Buyer has the right to check the circumstance of the force majeure and the period of time affected by the circumstance and Buyer shall approve the extension of the contract delivery date(s) by period affected by such circumstance. For the purpose hereto “FORCE MAJEURE” shall mean all causes or events beyond the control of the contracting parties which occur after the signature of the contract and which prevent its implementation and without limiting the generality of the foregoing such causes or events shall for example include:

1) State of war or hostility
2) Rebellions or civil riots
3) Earthquakes, floods, fires and other natural disasters. A shortage or lack of labor, material, water, electric power or gas and any failure of Sub-Vendors to perform its obligation will not be considered as a cause or an event of force majeure unless it is a consequence of force majeure as defined in the preceding sentence.

11.)ARBITRATION All disputes, controversies, or difference which may arise between the parties, out of or in relation to or in connection with the Order, or for the breach thereof, shall be finally settled by Arbitration in Seattle, Washington, U.S.A in accordance with the rules of American Arbitration Association or in Seoul, the Republic of Korea in accordance with the Korean Commercial Arbitration Rules. The Award rendered by the Arbitrator(s) shall be final and binding upon both parties concerned.

12.)ENTIRE AGREEMENT This Order, together with all documents incorporated herein by reference, constitutes the entire agreement between Buyer and Vendor, and there are no terms, conditions, or provisions whether oral or written, between the parties hereto, other than those herein contained, and this Order supersedes any and all oral or written understandings between the parties hereto relating to the items purchased.