BUYER ACKNOWLEDGES AND AGREES THAT THIS SALE OF LUBRICANTS GENERAL TERMS AND CONDITIONS (THE “GENERAL TERMS AND CONDITIONS”) ARE INCORPORATED IN, AND ARE A PART OF, EACH ORDER CONFIRMATION, PROFORMA INVOICE, SPECIFICATION AND OTHER DOCUMENT, WHETHER EXPRESSED IN WRITTEN FORM OR BY ELECTRONIC DATA INTERCHANGE, RELATING TO THE PRODUCTS TO BE PROVIDED BY SELLER PURSUANT TO THE FOREGOING (SUCH DOCUMENTS ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”). SALE OF ANY PRODUCTS WHICH ARE SUBJECT OF SUCH AGREEMENT IS EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF THE INCORPORATION OF THE GENERAL TERMS AND CONDITIONS INTO THE AGREEMENT IN ITS ENTIRETY WITHOUT MODIFICATION. ANY ADDITIONS TO, CHANGES IN, MODIFICATIONS OR REVISIONS OF THE GENERAL TERMS AND CONDITIONS SHALL REQUIRE THE WRITTEN CONSENT OF THE SELLER.
“Business Day” means a day (other than a Saturday, Sunday or public holiday in the Republic of Korea) when banks in Seoul are open for business;
“Buyer” means a party purchasing the Products (defined below) under this Agreement (defined below);
“GS Oil Brands” means any mark including, but not limited to symbols, logos, or designs, that consists of “GS”, “GS Oil”, “Kixx” and/or as all trademarks that the Seller (defined below) owns or has rights to use;
“Order Confirmation” means the Seller’s written acceptance and confirmation of the Buyer’s order for the Products in the form of the Seller’s offer sheet or the proforma invoice which, together with these General Terms and Conditions, constitutes a full and final agreement effective from the date of the Order Confirmation signed by the parties;
“Product” or “Products” means the lubricants products sold by the Seller under this Agreement; and
“Seller” means GS Caltex Corporation.
Unless otherwise agreed by the parties, the price of the Product will be the most recent price of the Seller for the Product applicable at the date and time of issuance of the Order Confirmation. Any change to the Product specifications, whether agreed by the parties or mandated by law or regulation, shall warrant a corresponding change in the pricing as the case may be. In addition to the price so calculated, the Buyer shall pay taxes, duties and fees, if any.
Any dispute, complaint or claim based on any deficiency in quality or quantity shall be waived and forever barred unless notified to the Seller in writing within seven (7) days from the date of delivery or, if the deficiency was not apparent on reasonable inspection, within seven (7) days after the discovery of the deficiency, provided, however, any and all claims for deficiency shall be waived and forever barred after one (1) year from the date of delivery.
Either party shall not assign, transfer, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the other party’s prior written consent.