PO Terms & Conditions

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) "Seller" means

the person, firm, company or corporation to whom the Order is issued. d) "Buyer" means Bayer

CropScience Ltd. in Korea.

2. ACCEPTANCE OF PURCHASE ORDERS

The Order is conditioned on Seller's acceptance of all terms and conditions thereof. Seller 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 there under. The Seller 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, Seller's profit, and other expenses are included in the

price. In case the price specified herein includes the payment or allowance of any transportation

charges by Seller, Buyer shall be charged with any increase or credited with any decrease in

such transportation charges caused by changes in the rates for transportation in effect at the

date hereof. Payment shall be made in accordance with the applicable provisions of the Order.

Unless otherwise requested by Buyer, invoices shall (a) be rendered separately for each

delivery; (b) cover not more that one order; (c) be rendered with order number noted thereon. If

invoice is subject to cash discount period, will be calculated from the date invoice is received by

Buyer.

4. DELIVERY 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.

Each package shall be numbered and labeled with Buyer's order number, stock number,

contents and weight, shall contain an itemized packing slip and shall be properly packed for

shipment. No charges will be allowed for packing, crating, freight, or express carriage unless

specified on the face hereof.

Product(s) shipped in excess of quantity designated in this order may be returned at Seller's

expense.

5. DELAY

In case of delayed delivery by Seller, Buyer, at its option, may (i) cancel or terminate the Order,

or (ii) cause Seller to ship the Product(s) by the most expeditious means of transportation

whereupon any additional transportation charges in excess of those which would apply for the

usual means of transportation shall be for the account of Seller.

Further, any expenses such as L/C amending incurred due to late shipment beyond delivery

date stipulated in Order and L/C shall be fore the account of the Seller.

6. WARRANTY

The Seller warrants that the Product(s) to be supplied to Buyer shall strictly conform to the

description and specifications and shall be suitable, merchantable and fit for the purpose of

such Products(s) without defect. Such specification shall be provided by Buyer in advance, if

any. Buyer shall have the right to inspect and test any Product(s) before acceptance if such

inspection and test are made within a reasonable time or as provided in the specifications.

Seller shall pay the cost of inspecting and testing of Product(s) rejected and all transportation

charges thereon. Upon request of Buyer, Seller, at its sole expense, shall repair, or replace all

or any part of any goods covered by this order which proves, within one (1) year from the date it

is placed in operation but not later than eighteen (18) months from date of shipment, to be

defective in material or workmanship.

7. BREACH OF WARRANTY

In the event of Seller's breach of warranty, Seller shall, at Buyer's option, either (a) refund the

total sales price to be paid by Buyer to Seller 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 Seller's own account, with substitute Product(s) in an amount sufficient to

replace all defective or non-conforming amounts of the Product(s).

8. PATENT

Except as hereinafter limited, Seller shall protect and indemnify Buyer from and against claims,

damages, judgment, expenses and losses arising from infringement, or alleged infringement, of

any patent by any of the Product(s) delivered hereunder, and Seller shall defend or settle at its

own expense any suit or proceeding brought against Buyer for such infringement, provided that

Seller is notified promptly in writing of the commencement of such suit proceeding and is given

authority, information and assistance by Buyer of the defense and settlement thereof, and

provided further that Buyer shall not settle or compromise any such suit or proceeding without

the prior written consent of Seller. Furthermore, in the event that Buyer should be enjoined in

such suit or proceeding from using any of the Product(s) delivered hereunder, Seller, at its

option, shall promptly either (i) secure termination of the injunction and procure for Buyer the

right to use such Product(s) without any obligations or liability, (ii) replace said Product(s) with

non-infringing Product(s) or modify same to become non-infringing all at Seller's expense and to

Buyer's satisfaction, or (iii) remove said Product(s) at Seller's expense and refund to Buyer this

amount paid to Seller thereof. The provisions of this paragraph, however, shall not apply to the

use of any of the Product(s) delivered hereunder in combination with other materials or in the

practice of any process, or to infringement by reason of such use.

9. INSTALLATION

In the event that any Product(s) ordered hereunder require, in connection with the installation

thereof, the service of a supervisor, expert or other employee connected with or employed by

Seller and Seller agrees to furnish the same, either with or without charge, such supervisor,

expert or other employee in performing such services shall not be deemed to be the agent or

employee of Buyer, and Seller assumes full responsibility for his acts and omissions.

10. INSURANCE

If this order provides for work to be performed by Seller on property owned or controlled by

Buyer, or on property of others named herein, Seller shall insure to each of its employees

engaged upon the work the compensation provided for by, and shall strictly comply with, each

and every statute applicable thereto with respect to Workmen's Compensation and Employer's

Liability Insurance and shall procure and maintain, at the cost and expense of Seller, until final

acceptance of the work by Buyer, public liability insurance in a reputable and financially

responsible insurance company, properly safeguarding Seller against liability for injuries to

persons, including injuries resulting in death, in amounts acceptable to Buyer, and shall furnish

to Buyer written certificates from insurance carriers or from appropriate governmental authorities

establishing that said insurance of employees and said public liability insurance have been

procured and are being properly maintained, and that the premiums therefore are paid, and

specifying the names of the insurers and the respective policy numbers and expiration dates. All

such insurance policies shall provide (unless by statute applicable thereto it is otherwise

provided) that in the event of cancellation thereof, written notice of such cancellation shall be

given to Buyer at least five (5) days prior to the effective date of such cancellation.

11. FORCE MAJEURE

Neither party hereto shall be liable to the other for default or delay in performing its obligations

hereunder if caused by fire, strike, riot, war, act of God, delay of carriers, governmental order or

regulation, complete or partial shut down of plant by reason of inability to obtain sufficient raw

materials or power, and/or any other similar or different occurrence beyond the reasonable

control of the party so defaulting or delaying.

12. DRAWINGS, ETC

All drawings, blue prints, dies, patterns, tools, printing plates; etc., prepared or constructed by

Seller and paid for Buyer shall be the property of Buyer, and upon completion of deliveries,

hereunder, or upon termination of this order shall be delivered to Buyer.

13. ASSIGNMENT

No assignment will be permitted under this Order except on specific written authority of the

Buyer's Purchasing Team.

14. NON-WAIVER

No waiver by either party or any breach of any of the terms of this order to be performed by the

other party shall be construed as a waiver of any subsequent breach, whether of the same of

any other term of this order.

15. MISCELLANEOUS

If this order constitutes an offer, Seller's acceptance of this order is thereby expressly limited to

the terms of this order and shipment of any part of the Product(s) covered hereunder shall be

deemed to constitute such acceptance. If this order constitutes any part of the Product(s)

hereunder shall be deemed to constitute such assent. This order constitutes the entire

agreement between the parties hereto pertaining to the subject matter hereof and there are no

one understanding representations or warranties affecting it. This order shall not be amended

except in writing signed by the parties hereto.

16. CONFIDNETIALITY

Seller shall preserve the confidentiality of all information received from Buyer, shall not use the same for any purpose other than the performance of Seller's obligations under this order and

shall not divulge such Confidential Information to any third party without prior written consent of

Buyer. This secrecy obligation will remain valid for ten (10) years from the delivery of this order.

17. DISPUTE

All disputes, controversies, or difference which may arise between the parties, out of or in

relation to or in connection with this order, shall be finally settled by the jurisdiction court of

Buyer's district in accordance with the Laws of Korea. The award rendered by the court shall be

final and binding upon both parties concerned.

18. ENTIRE AGREEMENT

This Order, together with all documents incorporated herein by reference, constitutes the entire

agreement between Buyer and Seller, 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

Products ordered.