Effective 1 January 2026, the following terms of sale and supply shall constitute the General Terms and Conditions (the “General Terms”) of Seaway Global Co. Ltd., a company organized and existing under the laws of the Republic of Korea, with its registered address at 84 Daedongsandan 6 Ro, Daedongmyeon, Gimhae, Gyeongsangnamdo, Republic of Korea 51026.
Unless otherwise expressly agreed in writing, the General Terms shall apply to every sale, supply, or provision by Seaway Global Co. Ltd., as seller (the "Seller"), of lubricants, chemicals, and other vessel-related equipment and spares, as well as any related services (collectively, the "Products"), to any buyer or recipient of such Products (the "Buyer").
Each sale of Products shall be confirmed by e-mail or other written confirmation from Seller to Buyer (the “Confirmation”). The Confirmation shall incorporate these General Terms by reference, and the General Terms shall supplement and form an integral part of the terms set forth in the Confirmation.
The Confirmation and the General Terms shall together constitute the complete and exclusive agreement governing the relevant transaction and any future transactions (each, a “Transaction”). However, written communications, specifications, quotations, technical information or other written materials exchanged between the parties prior to or contemporaneously with the Confirmation shall remain applicable to the extent that such materials are expressly referenced in, or are not inconsistent with, the Confirmation or the General Terms.
Except as expressly provided above, no prior oral agreements or understandings shall apply to any Transaction.
In the event of any inconsistency or conflict between the specific terms of a Confirmation and these General Terms, the terms of the applicable Confirmation shall prevail solely with respect to that particular Transaction.
2.1 The price to be paid for Products sold in each Transaction shall be (i) as agreed between Buyer and Seller and set out in the Confirmation, and (ii) shall be valid only if the Receiving Vessel (as defined below) arrives and is in all respects ready to receive the Products within the date or dates set out in the Confirmation (the "Delivery Period").
2.2 Unless otherwise specified, the quoted price shall be ex-wharf and shall represent only the purchase price of the Products. If the price is quoted as “delivered,” then such price shall include the purchase price of the Products and the cost of transportation.
2.3 Unless otherwise expressly agreed in writing between Buyer and Seller or expressly stated in the Confirmation, Buyer shall pay any additional expenses or costs, including but not limited to barging, demurrage, wharfage, port dues, duties, taxes, import or export tariffs, fees, and any other costs, including, without limitation, those imposed by governmental authorities.
2.4 If the prices of Products invoiced to Seller are specified in currencies other than United States Dollars, such prices, together with any duty, tax, assessment, fee, or charge (whether or not included in such prices) specified or incurred in a currency other than United States Dollars, shall be converted into United States Dollars as calculated by Seaway Global Co. Ltd. in accordance with its usual business practices from time to time. In addition, should the Transactions between Seller and Buyer involve currency conversion for any other reason whatsoever, such conversion shall likewise be calculated in accordance with Seller’s usual business practices.
2.5 Seller reserves the right, upon notification to Buyer, to adjust the price after the date of the Confirmation to reflect any unanticipated increase in costs to Seller incurred after issuance of the Confirmation. If Buyer does not accept such adjustment, the delivery of the affected quantity of the Products shall be cancelled without liability to either party.
3.1 Unless otherwise expressly stated in the Confirmation, the Products shall, with respect to the Products ordered by Buyer, conform at the time and place of delivery to the quality generally provided by the manufacturer of such Products. Upon Buyer’s request, Seller shall provide Buyer with a certificate of analysis or other quality documentation issued by the manufacturer of the supplied Products. However, Seller does not warrant that the Products will exactly conform to the specifications set forth in such certificate or documentation, except that the Products shall comply with the minimum and maximum quality specifications expressly agreed between the parties.
3.2 Buyer shall have sole responsibility for the selection of Products suitable for use in the vessel being supplied (the “Receiving Vessel”) or any other receiving facility. The quality of the Products shall be determined in accordance with normal industry standards at the time of delivery only, and shall not take into account any handling, storage, treatment, blending, or other processes carried out by or on behalf of the Receiving Vessel or other receiving facility before or during use.
3.3 Except as expressly provided in a particular Transaction and agreed in writing, there are no guarantees, conditions, or warranties, whether express or implied, with respect to the satisfactory quality, merchantability, fitness for a particular purpose, or otherwise of the Products. Any warranties, conditions, or liabilities implied by applicable law are hereby expressly excluded to the fullest extent permitted by law.
4.1 The quantity of Products sold in each Transaction shall be as agreed between Buyer and Seller and set forth in the Confirmation. Notwithstanding acceptance of Buyer’s order, Seller’s obligation to supply such quantity shall be subject to the availability of the Products from Seller’s contemplated source of supply at the time and place delivery is requested.
4.2 Due to the nature of bulk Products, the actual quantity delivered may vary from the ordered quantity within normal operational tolerances. In such event, Seller shall invoice Buyer solely for the quantity of Products actually delivered, and Buyer shall not object thereto.
Delivery of the Products shall be deemed completed, and title to and all risk of loss, damage, deterioration, depreciation, evaporation, and shrinkage of the Products shall pass from Seller to Buyer, as follows:
5.1 In respect of deliveries of Products delivered in bulk, when the Products pass the flange connection at the end of the physical supplier’s delivery hose or pipe connected to the Receiving Vessel or Buyer’s receiving facilities, including but not limited to a barge or tanker nominated by Buyer. Buyer shall be responsible for such flange connection, and pumping shall be performed under the direction and responsibility of Buyer.
5.2 In respect of deliveries of Products delivered in containers, title and risk shall pass at the applicable time set out below: (i) where delivery is made to a quay or other point on land, when the Products are discharged from the delivery vehicle and placed on the ground; or (ii) where delivery is made by a barge arranged by Seller and using Seller’s barge lifting equipment, when the Products are landed on the deck of the Receiving Vessel; or (iii) where delivery is made by barge or vehicle and using lifting equipment provided and operated by Buyer, when the Products are lifted off the deck of the barge or off the vehicle; or (iv) where delivery is made by barge and Buyer has contracted a third-party service provider or operator to perform pump ex-drum services, immediately prior to commencement of such pump ex-drum services.
Delivery of the Products shall be deemed completed, and title to and all risk of loss, damage, deterioration, depreciation, evaporation, and shrinkage of the Products shall pass from Seller to Buyer, as follows:
6.1 Quantity Determination For deliveries made in bulk, the quantity of Products delivered shall be determined conclusively by reference to the official gauges or meters installed on the barge, truck, pipeline or other delivery conveyance used for delivery. For Products delivered in containers or other receptacles, the quantity stated on the delivery documentation issued by the physical supplier, including the Marine Delivery Note, shall be final and binding. Where local law, port regulations, operational requirements or established industry practice require quantities to be determined by shore tank measurements or barge loading figures, such measurements shall prevail and be deemed final. In the case of deliveries made on an ex-wharf basis, shore tank measurements shall be conclusive. Measurements derived from soundings taken on board the Receiving Vessel shall not be taken into account for quantity determination. Any objection by Buyer relating to quantity must be clearly recorded in writing on the Marine Delivery Note at the time of delivery. If local regulations do not permit such notation on delivery documents, Buyer shall submit a separate written letter of protest to the physical supplier’s representative at the time of delivery. Failing such written objection, Buyer shall be deemed to have accepted the delivered quantity without reservation. Quantities of lubricants delivered in bulk shall be measured on a volumetric basis and converted to standard conditions at fifteen (15) degrees Celsius in accordance with ASTM/IP Petroleum Measurement Tables or, at Seller’s or the physical supplier’s option, in accordance with another internationally recognized measurement standard.
6.2 Sampling and Quality Evidence Samples taken by Buyer’s personnel or by the crew of the Receiving Vessel at any time after completion of delivery shall not constitute valid evidence of the quality of the Products supplied. The presence of signatures of delivery personnel on such samples shall have no legal effect, as such personnel have no authority to bind Seller. Where Buyer mixes the delivered Products on board the Receiving Vessel with other products, additives or residues, Seller shall bear no responsibility and shall not be liable for any claims arising out of or in connection with such commingling.
6.3 Buyer-Provided Containers or Equipment No claims for quality defects shall be made in respect of lubricants or chemical Products that are transported, stored or handled using containers, tanks or equipment supplied, provided or controlled by Buyer.
6.4 Time Limits for Claims Buyer shall promptly inspect and, where appropriate, test the Products immediately upon delivery. Any claim relating to quantity, quality or any other matter must be submitted to Seller in writing within fourteen (14) days from the date of delivery, failing which Buyer irrevocably waives such claim. Where the physical supplier grants Seller a longer notification period under its own contractual terms, the same extended period shall apply to Buyer, provided that such extension shall not exceed thirty (30) days from the delivery date. In any event, if a claim properly submitted within the above time limits is not resolved commercially, Buyer shall commence legal proceedings within six (6) months from the date of delivery, or, in the case of non-delivery, within six (6) months from the scheduled delivery date. Failure to do so shall result in the claim being time-barred.
6.5 Investigation of Claims Upon receipt of a claim, Seller shall be entitled, for the purpose of conducting a reasonable investigation, to request access and information reasonably necessary in connection with such claim. Buyer shall provide cooperation to a commercially reasonable extent and, where the Receiving Vessel is chartered, shall use reasonable efforts to procure cooperation from the vessel owner. Such investigation may include, to the extent reasonably required: i) boarding the Receiving Vessel; ii) interviewing and recording statements from the master and crew; iii) inspecting and recording relevant equipment and records; and iv) obtaining copies of documents reasonably related to the claim. Only where Buyer unreasonably refuses cooperation without valid justification and such refusal materially impedes Seller’s investigation may the claim be adversely affected. Delays, lack of cooperation by third parties, or circumstances beyond Buyer’s reasonable control shall not, by themselves, result in an automatic waiver of the claim.
6.6 Mitigation and Remedies Buyer shall take commercially reasonable steps to mitigate any loss, damage or expense arising from Products that are alleged or determined to be off-specification. Buyer shall not, however, be required to take actions that would compromise safety, violate applicable laws, disrupt the normal operation of the Receiving Vessel, or involve disproportionate cost or risk. Where, despite such reasonable mitigation efforts, the Products cannot be used by the Receiving Vessel, Buyer’s remedies shall be limited to those agreed with Seller, which may include replacement of the non-conforming Products, reimbursement of the purchase price, or such other commercially reasonable solution as the parties may mutually determine. Buyer shall not be liable for losses resulting from its inability to fully mitigate where such inability arises from acts or omissions of third parties beyond Buyer’s reasonable control. Removal of the Products from the Receiving Vessel without Seller’s prior written consent shall be addressed in accordance with the parties’ subsequent agreement, including allocation of any related costs.
6.7 Statutory Time Limits If any notice period, limitation period or time bar set out in this clause is determined to be unenforceable under applicable law, the minimum period permitted by such law shall apply in substitution.
Delivery of the Products shall be deemed completed, and title to and all risk of loss, damage, deterioration, depreciation, evaporation, and shrinkage of the Products shall pass from Seller to Buyer, as follows:
7.1
Notwithstanding anything to the contrary contained in these General Terms, Seller’s aggregate liability arising out of or in connection with any Transaction, whether in contract, tort (including negligence) or otherwise, and whether relating to quality, quantity, delay or any other cause whatsoever, shall not exceed the invoiced price of the portion of the Products giving rise to such liability.
However, the foregoing limitation of liability shall not apply to any loss or damage resulting from Seller’s fraud, willful misconduct or gross negligence.
7.2 Except in cases where the loss or damage is caused by Seller’s fraud, willful misconduct or gross negligence, neither Seller nor its physical supplier shall be liable to Buyer for: (i) demurrage, off-hire or any other vessel delay; (ii) loss of actual or anticipated profits; (iii) loss arising from business interruption; (iv) loss of goodwill or reputation; or (v) any indirect, special, incidental, punitive, exemplary or consequential damages, whether or not foreseeable. Where Seller suspends or terminates delivery of the Products in accordance with these General Terms or any Confirmation, Seller shall not be liable for any indirect or consequential losses suffered by Buyer as a result thereof, unless such suspension or termination is caused by Seller’s fraud, willful misconduct or gross negligence.
7.3 This clause shall apply to the fullest extent permitted under applicable law.
8.1 Unless otherwise expressly stated in the Confirmation, all sales shall be made on the basis of (i) cash in advance, (ii) an irrevocable letter of credit, or (iii) such other form of credit support as may be reasonably acceptable to Seller. Any letter of credit opened by Buyer in favor of Seller shall be in a form and substance reasonably acceptable to Seller and issued by a bank reasonably acceptable to Seller.
8.2 Notwithstanding the existence of any dispute relating to quality, quantity or any other matter, Buyer shall, as a general principle, pay the invoiced amount by the applicable due date. Such payment shall not be deemed a waiver of Buyer’s rights to assert any claim under these General Terms or the relevant Confirmation, and any such dispute shall be resolved between the parties in good faith following payment. Only where Buyer fails to pay the undisputed portion of an invoice by the due date without reasonable justification may Buyer’s claims, to the extent directly related to such non-payment, be affected.
8.3 Buyer shall notify Seller in writing of any invoice errors within fourteen (14) days after receipt of the invoice, specifying the nature of the alleged error in reasonable detail. Failing such notice, Buyer shall be deemed to have waived objections only to the extent such errors were reasonably identifiable within that period.
8.4
Any undisputed amount remaining unpaid after the due date shall accrue interest at a rate equal to the lesser of two percent (2%) per month or the maximum rate permitted by applicable law. Amounts remaining unpaid for more than fifteen (15) days after the due date may be subject to an additional administrative charge, limited to Seller’s reasonable and demonstrable administrative costs incurred as a result of such delay.
Payments received after the due date may be applied by Seller in a commercially reasonable manner.
8.5 Where the payment due date falls on a weekend or a bank holiday (other than a Monday) in the country where payment is to be made, payment shall be due on the immediately preceding banking day. Where the due date falls on a Monday bank holiday, payment may be made on the next banking day.
8.6 Buyer and Seller shall each bear their own respective banking charges.
8.7 Buyer agrees to reimburse Seller for reasonable attorneys’ fees and collection costs actually incurred in connection with the recovery of unpaid or underpaid amounts, to the extent Seller is the prevailing party in such recovery efforts.
8.8 Upon the occurrence of any of the following events, Seller may, with respect to invoices reasonably related to such events, treat such invoices as immediately due and payable: i) any arrest or attachment of a vessel owned or operated by Buyer arising from unpaid debts; or ii) a material deterioration in Buyer’s financial condition which reasonably gives rise to a significant risk regarding payment.
8.9 Where more than one invoice is overdue, Seller may apply subsequent payments in a commercially reasonable manner to outstanding invoices.
8.10 If Buyer’s outstanding balance exceeds its applicable credit limit, or if Buyer materially defaults on its payment obligations under these General Terms, Seller may, in accordance with applicable law, suspend further deliveries of Products and demand payment of outstanding balances.
8.11 Where a credit balance exists in Buyer’s account, Seller may retain such balance for a reasonable period. If Buyer fails to provide instructions for the disposition of such balance within such period, Seller may charge a reasonable administrative fee to the extent permitted by applicable law. Any handling of unclaimed property shall be carried out in accordance with applicable law, and the parties shall cooperate in good faith in connection therewith.
9.1 Maritime Lien – Recognition and Scope Products supplied under each Transaction are sold on the credit of the Receiving Vessel and on Buyer’s promise to pay. Buyer acknowledges that Seller may assert a maritime lien against the Receiving Vessel solely to the extent permitted by applicable law and only in respect of amounts directly arising from the Products delivered. Any such maritime lien shall attach only to the voyage during which the Products were actually supplied and used, and, where legally permissible, to the freight earned for that specific voyage. Nothing herein shall be construed to extend such lien to freights of future voyages. Any disclaimer of lien placed on a Marine Delivery Note, Ship’s Receipt or similar document by Buyer, the Receiving Vessel, its representatives or any third party shall be effective only to the extent permitted under applicable law and to the extent such disclaimer does not unlawfully prejudice Seller’s valid lien rights.
9.2 Buyer Representations and Allocation of Responsibility Buyer represents and warrants that: i) to Buyer’s knowledge, the charterparty or other contractual arrangements applicable to the Receiving Vessel do not contain provisions that wholly and legally invalidate the creation of a maritime lien for necessaries supplied to the vessel; ii) the party identified as Buyer in the Confirmation shall be responsible for payment of the Products supplied under the relevant Transaction. The registered owner of the Receiving Vessel shall bear responsibility only to the extent a maritime lien is recognized under applicable law, and shall not be deemed to have assumed personal or joint and several liability solely by operation of these General Terms; and iii) until payment for the Products has been received in full, Seller may assert a maritime lien or other security interest against the Receiving Vessel and/or the delivered Products to the extent permitted by applicable law, without prejudice to any other remedies available to Seller. Buyer shall not intentionally obstruct or improperly interfere with Seller’s lawful exercise of such rights. However, reasonable actions taken to ensure compliance with law, financing requirements, or the normal operation of the Receiving Vessel shall not constitute a breach of this clause. Where the Products have been commingled on board the Receiving Vessel, Seller’s rights shall continue only to the extent permitted under applicable law.
9.3 Request for Adequate Assurance Seller may request additional assurance of payment only where Seller has reasonable grounds, based on objective circumstances, to believe that Buyer’s ability to pay has materially deteriorated. Such assurance may consist of cash prepayment, an irrevocable standby letter of credit, or other commercially reasonable security, in an amount reasonably related to the value of future deliveries. If Buyer fails to provide the requested assurance within a reasonable period specified by Seller, Seller may, to the extent permitted by applicable law, temporarily suspend further deliveries. Failure to provide such assurance shall not, by itself, constitute an event of default, provided Buyer is afforded a reasonable opportunity to cure.
9.4 Transactions Through Agents Where Products are ordered by an agent acting on behalf of Buyer, such agent shall be responsible only for acts undertaken within the scope of its actual authority and shall not be deemed to assume personal or joint and several liability for Buyer’s payment obligations under these General Terms unless expressly agreed in writing.
9.5 Status of the Registered Owner Each Transaction is entered into with the party identified as Buyer in the applicable Confirmation. The registered owner of the Receiving Vessel shall be subject to liability only to the extent that a maritime lien arises under applicable law, and shall not be deemed a contracting party to the Transaction or personally liable for Buyer’s obligations solely by virtue of these General Terms.
10.1 Buyer shall provide Seller and Seller’s local representative at the port of supply with written notice of the anticipated delivery time not less than forty-eight (48) hours in advance, excluding Sundays and public holidays.
10.2 Where Buyer requests delivery outside normal working hours and such delivery is permitted under applicable port regulations, Buyer shall be solely responsible for all overtime charges and any additional costs incurred in connection therewith.
10.3 Buyer shall, at its own expense, ensure that a clear, safe, and accessible berth, position, or anchorage is made available alongside the Receiving Vessel. Seller shall not be obligated to effect delivery where, in Seller’s reasonable judgment, such berth, position, or anchorage is unavailable or unsafe. Buyer shall be responsible for all hose connections and disconnections to the Receiving Vessel, or to any barge or coastal tanker nominated on Buyer’s behalf, and shall provide all assistance, manpower, and equipment necessary to enable the Products to be safely and promptly received.
10.4 Seller and any physical supplier shall have no obligation to supply or arrange the supply of Products for export where any required governmental license, permit, or authorization has not been duly obtained by Buyer or Buyer’s duly authorized representative.
10.5 The registered owner of the Receiving Vessel shall be subject to liability only to the extent that a maritime lien arises under applicable law, and shall not be deemed a contracting party to the Transaction or personally liable for Buyer’s obligations solely by virtue of these General Terms. Only where a delay is caused solely by Seller’s gross negligence, and not by any of the foregoing circumstances, shall Seller reimburse Buyer for reasonable and directly attributable port-related expenses, such as shifting, pilotage, or berthing charges. Under no circumstances shall Seller be liable for demurrage, off-hire, loss of time, differences between the confirmed price and replacement product prices, or for any indirect, special, incidental, exemplary, punitive, or consequential damages. If actual delivery occurs after the Delivery Period stated in the Confirmation, the price may, at Seller’s discretion, be adjusted to reflect market fluctuations up to the date of actual delivery. Should the Receiving Vessel fail to arrive within the Delivery Period, Seller shall be entitled, at its sole discretion and without prejudice to any other rights, to cancel the Transaction.
10.6
Seller may subcontract or arrange for the supply of all or any portion of the Products through one or more alternative physical suppliers. Any delays, demurrage, or additional costs caused by Buyer, the Receiving Vessel, or Buyer’s port agents shall be for Buyer’s sole account. Buyer shall also bear any costs relating to mooring, unmooring, port dues, or similar charges incurred in connection with delivery.
Further, Buyer shall be responsible for all costs incurred by Seller as a result of Buyer’s failure to accept the full quantity of Products ordered.
10.7 If, following Seller’s acceptance, Buyer becomes aware of any circumstances that may prevent Buyer from taking delivery of the nominated quantity of Products, Buyer shall promptly notify Seller. If, for any reason whatsoever, Buyer fails to take delivery of all or any part of the nominated quantity within the Delivery Period, Seller shall be relieved of any obligation to deliver such quantity. In such event, Buyer shall pay Seller a cancellation fee equal to the actual, reasonable, and documented costs incurred by Seller in connection with the handling, preparation, allocation, storage, transportation, or disposition of the cancelled volume of Products, including any costs incurred with physical suppliers or logistics providers. The Parties acknowledge and agree that such cancellation fee represents a genuine pre-estimate and reimbursement of Seller’s actual costs, constitutes a debt owed by Buyer to Seller, and shall not be construed as a penalty.
11.1 Buyer acknowledges and agrees that, in order to make Products available to Buyer during the applicable Delivery Period, Seller may have entered into, or may from time to time enter into, various transactions with third parties. Such transactions may include, without limitation, physical purchase agreements with Seller’s suppliers as well as financial, derivative, or hedging arrangements designed to manage pricing and supply risk. Buyer further acknowledges that Seller’s exposure under such transactions is directly linked to Buyer’s commitment to take delivery of the agreed quantities. Accordingly, Buyer agrees to purchase and accept delivery of the full quantities contracted within the applicable Delivery Period.
11.2 If Buyer, for any reason whatsoever and irrespective of fault or cause, fails to take delivery of the full contracted quantity, or takes delivery outside the agreed Delivery Period, Seller may incur losses, costs, or liabilities. In such event, and without prejudice to any other rights or remedies available to Seller, Buyer shall be responsible for indemnifying Seller for all losses and costs incurred as a result of such failure, including, without limitation: · losses arising from Seller’s entry into, termination of, or replacement of any physical, financial, or hedging transactions related to the contracted Products · costs associated with maintaining, closing out, restructuring, or re-establishing any hedge or related trading position, whether calculated on a present value basis or bearing interest, as applicable · reasonable expenses incurred in connection with the storage, transportation, handling, or disposal of any Product quantities not taken by Buyer; and · all related administrative, operational, and legal costs. All such losses and costs shall be calculated by Seller in a commercially reasonable manner. Buyer further agrees that Seller shall be relieved of its obligations to perform under this Agreement, in whole or in part, to the extent that Seller’s physical supplier is in default of, or otherwise breaches, its obligations under the corresponding purchase and sale agreement with Seller.
Buyer shall defend, indemnify, and hold harmless Seller and Seller’s agents and representatives to the extent arising from or resulting from the acts, omissions, negligence, or default of Buyer or its agents or representatives in connection with the purchase, receipt, payment, use, storage, handling, or transportation of the Products under each Transaction.
Such indemnity shall be limited to direct losses, liabilities, claims, damages, and reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller. Buyer shall not be liable to the extent that any such loss or damage is caused by the willful misconduct or gross negligence of Seller.
Buyer’s indemnity obligations under this Clause shall be subject to Seller providing prompt written notice of any claim and affording Buyer a reasonable opportunity to participate in the defense and resolution of such claim.
13.1 For the purposes of this Agreement, a “Force Majeure Event” means an event or circumstance that was not reasonably foreseeable at the time of contracting, is beyond the reasonable control of the affected Party, and cannot be prevented, avoided, or overcome by the exercise of commercially reasonable efforts, which directly prevents or materially delays the performance of such Party’s obligations under the relevant Transaction. Force Majeure Events may include acts of God, fire, explosion, war, compulsory governmental actions, pandemics, quarantine restrictions, mandatory port closures, or widespread and unavoidable interruptions to transportation systems.
13.2 The following events shall constitute a Force Majeure Event only to the extent that they directly and unavoidably prevent performance of the affected obligation: (i) changes in applicable laws or regulations, or binding orders of governmental authorities that render performance illegal (ii) material failure of port facilities, transportation systems, power supply, or telecommunications that objectively prevents delivery (iii) war, trade sanctions, embargoes, or blockades that make the contemplated delivery unlawful or practically impossible.
13.3 The following shall not constitute a Force Majeure Event: (i) Seller’s internal business decisions, commercial considerations, or economic hardship (iii) Seller’s failure to secure alternative sources of supply or transportation where such alternatives are reasonably available (iv) suspension, reduction, or refusal to deliver based solely on Seller’s unilateral determination or discretion.
13.4 The Party claiming Force Majeure shall promptly notify the other Party in writing, specifying the nature of the Force Majeure Event, its anticipated duration, and its impact on performance. The affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.
13.5 During the continuance of a Force Majeure Event, the affected obligations shall be suspended only to the extent and for the duration of such Force Majeure Event. A Force Majeure Event shall not entitle Seller to unilaterally increase prices or impose additional charges.
13.6 If a Force Majeure Event continues for a continuous period exceeding [30] days, either Party may terminate the affected Transaction, in whole or in part, upon written notice to the other Party, without further liability, except for obligations accrued prior to the occurrence of the Force Majeure Event.
13.7 Nothing in this Clause shall relieve Buyer of its obligation to pay for Products already delivered and accepted prior to the occurrence of the Force Majeure Event.
14.1 Buyer shall be responsible for payment of all reasonable and applicable fees directly related to the provision of services or the sale, purchase, handling, or transportation of the Products (the “Fees”), only to the extent such Fees have been expressly agreed in advance or specified in the applicable Confirmation, and such Fees shall be included in the final invoice issued to Buyer. Buyer shall also be responsible for all legally imposed taxes, duties, assessments, or other governmental charges (excluding taxes on Seller’s income) directly attributable to the sale or delivery of the Products and actually paid or incurred by Seller (collectively, “Taxes and Assessments”), provided that such Taxes and Assessments are not expressly included in the quoted price.
14.2 In the event that additional Taxes and Assessments are imposed after delivery as a result of an audit or governmental review, such additional amounts shall be borne by Buyer only to the extent directly resulting from Buyer’s acts, omissions, or the provision of incorrect or incomplete information. Any additional Taxes and Assessments not attributable to Buyer shall be allocated between the Parties in good faith in a commercially reasonable manner.
14.3 Seller shall, upon reasonable request, provide Buyer with reasonable supporting documentation regarding the basis, calculation, and assessment of any Fees, Taxes, or Assessments. Seller shall not unilaterally determine or impose such Fees, Taxes, or Assessments without reasonable justification.
14.4 Buyer shall provide Seller, within a commercially reasonable time and in a commercially reasonable form, with any documentation reasonably requested by Seller in connection with applicable Taxes and Assessments, including registrations, exemption certificates, or declarations. Buyer shall not be responsible for providing documentation that Buyer is legally prohibited from providing or that is outside Buyer’s reasonable control.
14.5 Buyer shall indemnify and hold Seller harmless only for direct, reasonable, and demonstrable losses incurred by Seller as a direct result of Buyer’s failure to comply with its obligations under this Clause.
15.1 Notices All claims, notices, and other communications under these General Terms or any Transaction shall be made in writing and delivered by certified or registered mail, internationally recognized courier service, or electronic mail (e-mail) to the addresses set forth below, or to such other address as a Party may designate by written notice given at least fifteen (15) days in advance. Seller : Seaway Global Co. Ltd. 84 Daedongsandan 6-ro, Daedong-myeon,Gimhae-si, Gyeongsangnam-do 51026Republic of Korea E-mail: admin@seawayglobal.com Any notice shall be deemed duly given when it is reasonably deemed to have been received by the receiving Party in the ordinary course of transmission.
15.2 Amendments and Waivers No amendment, modification, or waiver of these General Terms, any Confirmation, or any Transaction shall be effective unless agreed in writing by both Buyer and Seller.Any waiver granted on a particular occasion shall apply only to the specific matter waived and shall not be deemed a waiver of any other or subsequent right or remedy.
15.3 No Waiver The failure or delay by either Party to exercise any right, power, or remedy under these General Terms or any Transaction shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further exercise of that or any other right.
15.4 Assignment Buyer shall not assign, transfer, delegate, or novate any Transaction or any right or obligation arising thereunder without the prior written consent of Seller, such consent not to be unreasonably withheld. Seller may assign or pledge any Transaction or amounts due thereunder to an affiliate or a financing institution upon prior written notice to Buyer, provided that such assignment shall not materially prejudice Buyer’s rights or increase Buyer’s obligations under the applicable Transaction.
15.5 Confidentiality Each Party shall keep confidential the terms of any Transaction and any Transaction-specific information, including pricing information, and shall not disclose such information to any third party without the other Party’s prior written consent, except where disclosure is required by applicable law or regulation. Where legally permitted, the disclosing Party shall promptly notify the other Party of such required disclosure.
15.6 Severability If any provision of these General Terms is held to be invalid, void, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect as if such invalid provision had never been included.
15.7 Headings Headings used in these General Terms are for convenience only and shall not affect the interpretation or construction of any provision hereof.
15.8 Amendments to General Terms Seller may amend these General Terms from time to time; provided, however, that any such amendment shall become effective only after written or electronic notice has been given to Buyer and shall apply solely to Transactions for which a Confirmation is issued on or after the effective date of such amendment. No amendment shall apply retroactively to any Transaction already concluded.
15.9 Amendments to General Terms No provision of these General Terms or any Confirmation shall be construed against either Party solely on the basis that such provision was drafted by that Party or its counsel. In interpreting these General Terms, the reasonable intent of the Parties and customary industry practice shall be taken into account.
16.1 To the fullest extent permitted by applicable law, Buyer hereby irrevocably waives any claim of sovereign immunity or similar immunity solely in connection with Buyer’s commercial activities and only to the extent necessary to permit the enforcement of this Agreement and any Transaction entered into hereunder. Such waiver shall apply exclusively to actions or proceedings arising out of or relating to a Transaction and shall not apply to: (i) any immunity relating to Buyer’s non-commercial, governmental, or sovereign acts; (ii) any assets of Buyer that are used for diplomatic, military, public, or other sovereign purposes, or that are otherwise protected from attachment, execution, or enforcement under applicable law; or (iii) any relief or enforcement measure that is prohibited by mandatory provisions of applicable law or public policy.
16.2 Buyer agrees that, with respect to its commercial assets only, it shall not assert immunity as a defense against: (i) the jurisdiction of any competent court; (ii) the granting of interim or final relief to the extent permitted by law; or (iii) the execution or enforcement of a final, non-appealable judgment. Nothing in this Clause shall be construed as a waiver of any immunity or protection that cannot be waived under applicable law, nor shall this Clause be interpreted to expand Seller’s rights beyond those expressly permitted by such law.
17.1 Each party represents, warrants, and covenants that, in connection with these General Terms, any Confirmation, and the transactions contemplated hereby: i) Each party shall comply with all trade control, export control, import control, and economic sanctions laws and regulations that are legally binding and directly applicable to its business, Products, services, and performance of its contractual obligations under the relevant Transaction. ii) Neither party shall engage in any transaction or activity under these General Terms or any Confirmation that would cause the other party to violate any applicable Trade Laws or sanctions. iii) For purposes of this Agreement, “Trade Laws” means sanctions, embargoes, export or import restrictions that are legally binding and directly applicable to the relevant Transaction, and shall include, to the extent applicable: · laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC); · United Nations Security Council sanctions; · European Union sanctions regulations; and · United Kingdom sanctions regulations, provided that such laws and regulations apply to the parties, the Products, or the relevant Transaction. iv) No party shall be required to comply with, nor shall be deemed in breach of this Agreement for failing to comply with, any Trade Laws or sanctions that are not directly applicable to such party, the Products, or the Transaction, or that apply solely by reason of the other party’s nationality, place of incorporation, or internal policies. v) Each party represents that it has adopted and maintains commercially reasonable policies and procedures designed to ensure compliance with applicable Trade Laws in the ordinary course of its business.
17.2 Sanctions-Related Performance Restrictions Nothing in these General Terms or any Confirmation shall require either party to perform any obligation if such performance would result in a violation of applicable and legally binding Trade Laws or sanctions. In such event, the affected party shall promptly notify the other party, and the parties shall consult in good faith to determine whether the Transaction may be lawfully performed through reasonable alternative means.
18.1 Buyer and Seller shall each comply with all applicable data protection and privacy laws and regulations in connection with these General Terms, any Confirmation, and the transactions contemplated hereby, including, without limitation, the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and the Personal Information Protection Act of the Republic of Korea (“PIPA”).
18.2 The parties may exchange or otherwise process information relating to an identified or identifiable natural person (“Personal Data”). Each party acts as an independent data controller with respect to such Personal Data and shall be independently responsible for compliance with applicable laws governing the collection, use, disclosure, storage, and destruction of Personal Data.
18.3 Each party shall implement and maintain appropriate technical, organizational, and physical security measures, taking into account the nature of the Personal Data, the purposes of processing, and the risks involved, to protect Personal Data against unauthorized or unlawful processing, access, loss, alteration, or disclosure.
18.4 Personal Data shall be processed solely for purposes necessary for the performance of the relevant Transaction, compliance with legal obligations, or legitimate business purposes, and shall be limited to the minimum amount necessary to achieve such purposes. Each party shall delete or irreversibly anonymize Personal Data without undue delay once the purpose of processing has been fulfilled, unless retention is required by applicable law.
18.5 Each party shall reasonably cooperate to enable the exercise of data subject rights under applicable law, including rights of access, rectification, erasure, restriction of processing, objection, and data portability, to the extent applicable.
18.6 Where the processing involves the cross-border transfer of Personal Data, each party shall ensure that such transfers are carried out in compliance with applicable legal requirements, including Articles 44–49 of the GDPR and the cross-border transfer requirements under the PIPA, and shall implement appropriate safeguards, such as data subject consent, standard contractual clauses, or other lawful transfer mechanisms, as required.
18.7 In the event that a party becomes aware of a Personal Data breach, including any unauthorized access, disclosure, or loss, such party shall promptly notify the other party and shall reasonably cooperate to comply with applicable notification, reporting, and mitigation obligations under relevant data protection laws.
18.8 Prior to the exchange or sharing of any Personal Data, the parties shall enter into a data protection or data privacy agreement (including, where applicable, a Data Processing Agreement or Standard Contractual Clauses) that satisfies the legal requirements of the disclosing party.
19.1 Attorneys’ Fees In the event of any dispute, claim, or legal proceeding arising out of or in connection with these General Terms or any Transaction, the prevailing party shall be entitled to recover its reasonable legal costs and expenses, including attorneys’ fees, to the extent permitted by applicable law and the rules of the arbitral tribunal.
19.2 Governing Law These General Terms and each Transaction shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to its conflict of laws principles.
19.3 Arbitration Any dispute, controversy, or claim arising out of or in connection with these General Terms or any Transaction, including any question regarding its existence, validity, or termination, shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the commencement of the arbitration. · The seat of arbitration shall be Singapore. · The language of the arbitration shall be English. · The tribunal shall consist of one (1) arbitrator, unless the parties agree otherwise. · The arbitral award shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.
19.4 Interim and Conservatory Measures Nothing in this Clause shall prevent either party from seeking interim, conservatory, or injunctive relief from any court of competent jurisdiction, including for the purpose of protecting assets, preserving evidence, or maintaining the status quo, prior to or during the arbitration.
19.5 Waiver of Jury Trial; CISG To the extent applicable, the parties hereby waive any right to trial by jury.The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any Transaction.