::: DAIHAN Scientific Co., Ltd. ::: 1. Agreement between User and DAIHAN Scientific Co., Ltd. The DAIHAN Scientific Co., Ltd. Website( AllforLab.com) is owned, operated, and maintained by DAIHAN Scientific Co., Ltd. (DAIHAN) Located in Seoul, Korea. 2. Site License and Access DAIHAN grants you a limited license to access and make personal use of this site and not to download or modify it, or any portion of it, except with the express written consent of DAIHAN. This license does not include any derivative use of this site or its contents or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of DAIHAN and/or its affiliates without express written consent of DAIHAN. You may not use any meta tags or any other "hidden text" utilizing DAIHANs name or trademarks without the express written consent of DAIHAN. Any unauthorized use terminates the permission or license granted by DAIHAN. You may not create a link to the DAIHAN Website without express written permission of DAIHAN. If permission is granted, such permission will consist of a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the DAIHAN Website (AllforLab.com) so long as the link does not portray DAIHAN, its affiliates, or their content, products, or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any DAIHAN logo or other proprietary graphic or trademark as part of the link without express written permission of DAIHAN. 3. No Unlawful or Prohibited Use As a condition of your use of the DAIHAN Website, you will not use the DAIHAN Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the DAIHAN Website in any manner which could damage, disable, overburden, or impair the DAIHAN Website (or the network(s) connected to the DAIHAN Website) or interfere with any other party's use and enjoyment of the DAIHAN Website. You may not attempt to gain unauthorized access to the DAIHAN Website, other accounts, computer systems or networks connected to the DAIHAN Website, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the DAIHAN Website. 4. Personal and Non-Commercial Use Limitation Unless otherwise specified, the DAIHAN Website is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the DAIHAN Website. Where this provision, and only this provision unless stated otherwise herein, conflicts with an agreement between DAIHAN and DAIHANs business partners and customers (Distributorship Agreement or Contract), the Distributorship Agreement or Contract shall control. 5. Modification of These Terms of Use DAIHAN reserves the right to change the terms, conditions, and notices concerning use of the DAIHAN Website without notice. You are responsible for regularly reviewing these terms and conditions and Additional Terms posted on other sections of the DAIHAN Website. Your continued use of the DAIHAN Website constitutes your agreement to all such terms, conditions, and notices. 6. Materials Provided to DAIHAN If you submit any feedback, suggestions, recipes or other communications (each a "Submission" and collectively "Submissions") to the DAIHAN Website or to DAIHAN, you are granting DAIHAN, its affiliated companies and its designees and sub licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. DAIHAN is under no obligation to post or use any Submission you may provide and DAIHAN may remove any Submission at any time in its sole discretion. 7. Acceptance for product sales All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon customers assent thereto. The terms and conditions contained herein will be controlling, and any additional and/or inconsistent terms and conditions set forth in any acknowledgment, purchase order, or acceptance documents requested from and/or provided by customer are expressly rejected. No variation of these terms and conditions will be binding upon DAIHAN unless agreed to in writing and signed by an officer or other authorized representative of DAIHAN. 8. Specifications Product specifications are subject to change without prior notice. 9. Delivery Delivery of all orders will be ex-work and title of all Products shall transfer to Customer upon DAIHAN's delivery of such Products to the carrier. Shipping and handling fees, special packaging materials, and carrier surcharges (including fuel surcharges) will be added separately to the invoice. 10. Damaged Shipments Please inspect your DAIHAN shipment upon receipt. If any external damage is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier. Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you must request inspection by the carrier within 15 days of delivery or you will relinquish your right to make a claim. DAIHAN reserves the right to repair a damaged product, where applicable, before replacement or credit is determined. 11. Payment Terms Individual invoices, T/T in advance will be due as agreed. DAIHAN also accept L/C based payment if the L/C would be opened before shipping date. Payments are to be made in full in U.S dollars, including applicable taxes, and other charges such as government imposed surcharges which DAIHAN may be required to pay or collect with respect to the sale or transportation of the Products, or the provision of Services. Customer will provide DAIHAN, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level as the case may be) to allow DAIHAN to properly apply payments or credit memos to outstanding receivable(s) on DAIHAN's accounts receivable sub-ledger for Customer. Customer shall also include its account number with any remittance. Failure to supply DAIHAN with such remittance detail will result in additional processing delays and may affect the credit status of pending or future Customer purchase orders. When Customer wishes to apply one or more credit memos towards a payment amount owed DAIHAN, Customer agrees to provide DAIHAN, on a timely basis, the specific credit memo number(s) and amount(s) to be applied, in addition to the remittance information requirements above. If Customer does not provide such information on a timely basis, DAIHAN shall apply any such credit memos to outstanding receivables, beginning with the most-aged receivables first. Customer agrees to complete, sign and submit a standard DAIHAN credit application to DAIHAN's Accounting Department located at 24-4, Sangwolgok-Dong, Seongbuk-Gu, Seoul, Korea. Customer will provide, or make available to DAIHAN upon request, its latest audited financial statements (or unaudited financial statements, if audits are not performed). DAIHAN agrees to keep such information confidential and to use it exclusively to evaluate and apply a credit score or rating to Customer for extension of credit purposes or pending transactions. Furthermore, Customer agrees to inform DAIHAN of any material adverse change in its business that would reasonably be expected (by an independent 3rd party) to negatively impact its outstanding or future payment obligations and the terms or conditions contained herein. A change shall include, but not be limited to, any change in Customer's credit rating as determined by any single major rating agency, including Standard & Poor's, Moody's, Fitch or Dominion Bond Rating Service. 12. Product Return Policy (a) All returns must be authorized by DAIHAN in order to insure proper credit. Each Product return must include the following information: Customer Name and Address Purchase Order Number DAIHAN Shipping Order Number Date of Invoice Catalog Number of Returned Item(s) DAIHAN Return Authorization Number Reason for Return (b) Products not authorized for return include: Products not in completely resaleable condition (including Products with damaged, missing or defaced labelling or packaging) Laboratory apparatus or instruments that have been used or are without the original packaging, labelling and operating manuals. Products purchased on a Special Order Basis Products not purchased from DAIHAN Products with an expired shelf life or an expiration date too short for resale Discontinued products (c) When necessary, Customer shall include with each return shipment of equipment, a certification from an authorized representative of the company that the equipment was properly decontaminated in accordance with current regulations and other recommended guidelines. The product should be shipped to the indicated service center and the transportation charges prepaid. To ensure prompt handling, the return authorization number should be placed on the outside of the package. 13. Product and Service Warranties and Limitation of Liability (a) DAIHAN warrants to the original Customer only that: i. All DAIHAN Wisd products are guaranteed to be free of defects in material or workmanship for two (2) years from delivery. ii. All software programs are warranted in accordance with the software vendor's license agreement; iii. Services provided, if any, will be of the kind and quality designated and will be performed by qualified personnel. (b) DAIHAN hereby disclaims all other warranties or guarantees with respect to the subject matter of this agreement, whether statutory, written, oral, express or implied including, without limitation, any warranty of merchantability, suitability or fitness for a particular purpose. (c) The liability of DAIHAN under this limited warranty does not extend to any Products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer's defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications. (d) If any Product or Service warranted hereunder proves defective or non-conforming, DAIHAN 's sole liability and Customer's sole remedy hereunder shall be for DAIHAN, to repair or, at DAIHAN 's option, (i) replace (or re-perform the Service), at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product (as applicable) or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Product or Service upon DAIHAN 's receipt of the defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer. (e) If a Product should require service, contact us or our international distributor in your country for instruction (for the distributor, see DAIHAN International Partner). When the return of the Product is necessary, a return authorization number will be assigned and the Product shipped, transportation charges prepaid, to the indicated service center. To insure prompt handling, the return authorization number should be placed on the outside of the package and a detailed explanation of the defect enclosed with the Product. (f) In no event shall DAIHAN have any obligation or liability for any exemplary, punitive, incidental, indirect, special or consequential damages (including but not limited to loss of profits, use or goodwill), whether based on contract, tort (including negligence), strict liability, or any other theory or form of action, even if such party has been advised of the possibility thereof. the total liability of DAIHAN (including its subcontractors and agents), if any, for damages relating to any products sold under this agreement shall be limited to the price paid for such product(s) and the total liability of DAIHAN (including its subcontractors and agents), if any, for damages relating to any services provided under this agreement shall be limited to the fees paid for the service giving rise to such claim. Export Controls - Products purchased or received under this Agreement are subject to export control laws, restrictions, regulations and orders of the Republic of Korea. Customer agrees to comply with all applicable export laws, restrictions and regulations of the Korea or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any Product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such Korean or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Products or services hereunder. Customer shall be responsible to obtain any license to export, re-export or import as may be required. 14. Proprietary Information Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations. 15. Trademarks All trademarks and trade dress that appear on the DAIHAN Website (硰Trademarks) are trademarks/trade dress or registered trademarks/trade dress of DAIHAN (unless indicated otherwise) or its subsidiaries or parent companies, in the Korea and other countries. The Trademarks are valuable assets of DAIHAN and carry considerable goodwill and consumer acceptance of the goods and services sold under the Trademarks. Such goodwill has made the Trademarks distinctive to DAIHAN and, as such, may only by used by DAIHAN or other authorized persons or entities for the benefit of DAIHAN and only in connection with the products and services authorized by DAIHAN. Any unauthorized use of the Trademarks and/or any use of a mark or symbol that is likely to cause confusion among consumers or in any manner that disparages or discredits DAIHAN, its affiliates, subsidiaries or parent companies is strictly prohibited. You may not use any of the Trademarks in any manner without the prior written consent of DAIHAN. Any unauthorized use is expressly prohibited by law and violators will be prosecuted to the maximum extent possible according to applicable law, without notice. 16. Copyright All content that is made available to view and/or download in connection with the DAIHAN Website, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, (Content) and software (Software), is owned by and is the copyrighted work of DAIHAN and/or its suppliers and is protected by Korean copyright laws and international treaty provisions. The compilation of all content on the DAIHAN Website is the exclusive property of DAIHAN and is protected by Korean copyright laws and international treaty provisions. All Software used on this site is the property of DAIHAN and/or its software suppliers and is protected by Korean copyright laws and international treaty provisions. Any reproduction or redistribution of the Content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the content or software to any other server or location for further reproduction or redistribution is expressly prohibited. 17.Links to Third Party Sites The DAIHAN Website may contain links to third party websites ("Linked Sites"). The Linked Sites are not under the control of DAIHAN and DAIHAN is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. DAIHAN is not responsible for webcasting or any other form of transmission received from any Linked Site nor is DAIHAN responsible if the Linked Site is not working appropriately. DAIHAN is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by DAIHAN of the site or any association with its operators. You are responsible for viewing, being aware of and abiding by the privacy statements and terms of use posted at the Linked Sites. Any dealings by you with third parties (including advertisers) included within the DAIHAN Website or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. DAIHAN shall not be responsible or liable for any part of any such dealings or promotions. 18. Privacy and Protection of Personal Information See our Privacy Policy for disclosures relating to the collection and use of your personal information. 19. Indemnification You agree to indemnify and hold DAIHAN, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of the DAIHAN Website and/or any information (text or graphical), software, or products obtained through the DAIHAN Website and/or from DAIHAN. 20. Applicable Law All disputes against DAIHAN, including but not limited to disputes as to this Terms of Use; the site license; site access restriction and/or termination; DAIHANs trademarks, copyrights, patents, trade secrets, trade dress and other intellectual property disputes; member accounts; privacy; and disclaimer of warranties shall be governed by the laws of the Republic of Korea. Use of the DAIHAN Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Applicable Law section. 21. Severability If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. 22. Language It is the express will of the parties that this agreement and all related documents have been drawn up in English. 23. Entire Agreement Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and DAIHAN with respect to the DAIHAN Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and DAIHAN with respect to the DAIHAN Website. 24. Customer Service If you have any question, comment, or concern, please contact our international sales team, Monday through Friday via e-mail at info@daihansci.co.kr or by telephone at +82-2-967-5235 (ext. 4).
