Terms & Conditions

ECOMMERCE TERMS OF SALE 

Welcome to Etokki.com (the "Website"). There are a few rules that our visitors must follow when using our Website, so we ask all our visitors to read our Terms and Conditions carefully.

This Website is brought to you by Etokki.com ("Etokki", "Company" or "we" or "us") and all rights, including copyright, in the content of the Website is owned or controlled by Etokki.

Etokki and its affiliates provide access to the Website and sells its products to you subject to the Terms and Conditions set out on this page. If you have any comments or queries relating to this Website, please contact us. 

Terms and Conditions of Sale 

Please carefully read these Terms and Conditions before using the Website. By using the Website, you agree to be bound by these Terms and Conditions.

1. Your Account

If you use the Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when you registered.

The Website only sells products to individuals who can purchase with a credit card/debit card or Paypal. If you are under sixteen (16), you may use the Website only with the express permission and supervision of a parent or guardian.

Etokki reserves the right to refuse access to the Website, terminate accounts, remove or edit content, or cancel orders at its discretion. If we cancel an order, it will be without charge to you.

2. Privacy

Please review our Privacy Policy, which also governs your visit to the Website to understand how Etokki uses your information.

3. Access to the Website

We will do our utmost to ensure uninterrupted availability of the Website and that transmissions will be without errors. However, due to the nature of the Internet, this cannot be guaranteed. Your access to the Website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.

4. Licence for Website access

 Etokki grants you a limited licence to access and make personal use of this Website. The licence does not allow you to download (other than page caching) or modify it, or any portion of it, except with express written consent of Etokki. This licence does not include: 

* any resale or commercial use of this Website or its contents;

* any collection and use of any product listings, descriptions, or prices;

* any derivative use of this Website or its contents;

* any downloading or copying of account information for the benefit of another merchant; or

* any use of data mining, robots, or similar data gathering and extraction tools.

This Website or any portion of this Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without Etokki's express written consent. 

You may not frame or use similar techniques to enclose any trade mark, logo, or other proprietary information (including images, text, page layout, or form) of Etokki and its affiliates. You may not use any meta tags or any other 'hidden text' utilising Etokki or its affiliates' names or trade marks. Any unauthorised use terminates the permission or licence granted by Etokki. 

You may not use any logo or trade mark which is featured on the Website or other proprietary graphic or trade mark as part of the link without our express written consent.

5. Your conduct

You must not use the Website in any way that causes, or is likely to cause, the Website or access to it to be interrupted, damaged or impaired in any way. 

You must not use the Website:

* for fraudulent purposes, or in connection with a criminal offence or other unlawful activity;

* to send, use or reuse any material that is illegal, offensive,abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trade mark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or whichconsists of, or contains, software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any 'spam';or 

* to cause annoyance, inconvenience or needless anxiety.

6. Our contract

When you place an order to purchase a product from the Website, we will send you an email confirming receipt of your order and containing the details of your order. Your order represents an offer to us to purchase a product which is accepted by us when we ship that product to you and is confirmed by an email we send to you confirming that we have shipped (the 'Shipping Confirmation E-mail'). All orders will be shipped by post or parcel delivery service (domestic & overseas). Such acceptance will be complete at the time we send the Shipping Confirmation Email to you. Any products on the same order which we have not confirmed in a Shipping Confirmation Email to have been dispatched do not form part of that contract. You are seeking to enter into a contract with Etokki when you place an order. Etokki will retain the title in the products until full payment has been made by you and has been received by Etokki. 

Etokki reserves the right to hold any orders prior to shipping for security review. Etokki only ships its products to the locations listed on the Website subject at all times to the applicable terms and services of Korea Post. In the event that an order is placed for a delivery to a location where we do not deliver to the order will be cancelled and a refund processed. 

7. Deliveries

We will endeavour to ship all products you have ordered within the time period specified on your Shipping Confirmation Email. All products purchased from the Website are made pursuant to a shipment contract. Etokki will not be responsible for any orders lost or damaged during transit. This means that the risk of loss for such products pass to you upon our delivery to the carrier. If you have received confirmation of shipping but your products have not arrived, please ensure that you have allowed sufficient time according to the estimated delivery times provided to you on your Shipping Confirmation Email.

Please refer to our Frequently Asked Questions (FAQs) section for details on our delivery times. If your order has not been received within our specified timescales, in the first instance please check with your local mail delivery office to see that they are not holding your parcel. If they confirm that they do not have your products, please contact us and we will do our best to assist. Etokki will not be held responsible for delivery delays caused by customs inspection, holiday season, natural disaster, change in postal service policy, wrong or lack of information provided by customer, and customer's inability to retrieve the parcel in due time.

8. Returns Policy

You may return new, unworn or unused products within sixty (60) days from the date of payment for a full refund of the returned products not including the initial cost of shipping as outlined in our Returns Policy. Items should be returned in their original ackaging and where relevant, with their original tamper-proof seal in place. Etokki will only pay the return shipping costs if the return is a result of our error.

The customer is responsible for inspecting the Goods on delivery and notifying Etokki within three (3) days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them.

Custom products made and/or modified to the specifications provided by the customer are not subject to returns and refunds.

 

We reserve the right to reject the returns of goods which are not returned in accordance with our Returns Policy and we may request that you pay for the shipping of such goods back to you. If you wish to return products to us please send an email through the form provided on our Contact Us page or telephone the Customer Service Team on the number(s) stated on the Website, a member of the Customer Service team will then advise you how to the return of the products. If the returned goods comply with our Returns Policy we will refund the relevant part of the purchase price for that order as soon as possible and in any case within thirty (30) days after we receive your returned products. Our returns policy does not affect your statutory rights.

9. Feedback and Complaints Policy

We welcome any comments about our service, so that we can improve what we are doing. Our aim is to deal with any problems quickly and fairly. If you have reason to complain about our service, please e-mail our Customer Services Team stating clearly that you are making a complaint. Alternatively, call us on the number stated on the Website and say that you wish to make a complaint. Our aim is to respond to your complaint within seven (7) working days, either resolving the complaint, or with a timescale for resolution. 

10. Pricing and availability

 All prices are quoted in US Dollars and are inclusive of VAT unless otherwise specified. All item prices are exclusive of delivery charges. We list availability information for products sold by us on the Website, including on each product information page. Beyond what we say on that page or otherwise on the Website, we cannot be more specific about availability. Please note that shipping dates are estimates only. Unless otherwise stated, despatch dates are not guaranteed and should not be relied upon. As we process your order, we will inform you by email if any products you order are subsequently found to be unavailable.

Despite our best efforts, a small number of the products in our catalogue may be mis-priced. If a product's correct price is lower than our stated price, we will charge the lower amount and send you the product. If a product's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping the products or cancel your order and notify you of such cancellation.

11. Customs

When ordering products from the Website for delivery overseas you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you as we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country, so you should contact the local customs office for further information. Additionally, please note that when ordering from the Website, you are considered the importer of record and must comply with all laws and regulations of the country in which the products are received. Your privacy is important to us and we know that you care about how information about your order is used and shared. We would like our International customers and customers dispatching products internationally to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.

12. Disclaimer and limitation of liability

This Website is provided by Etokki on an "as is" and "as available" basis. Etokki makes no representations or warranties of any kind,express or implied, as to the operation of this Website or the information, content, materials, or products included on this Website. It is expressly agreed by you that your use of this Website is at your sole risk.

Etokki disclaims all warranties, express or implied, including, but not limited to, implied warranties of saleability and fitness for purpose to the fullest extent permissible by applicable law. Etokki does not warrant that this Website, its servers, or e-mail by us are free of viruses or other harmful components. Etokki will not be liable for any damages of any kind arising from the use of this Website, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

Laws of certain countries or states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights. 

13. Electronic communications

When you visit the Website or send emails to us, you are communicating with us electronically. We will communicate with you by email or by posting notices on the Website. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

14. Disputes

Any dispute relating in any way to your visit to the Website or to products you purchase through the Website may be submitted to the courts of Republic of Korea, except that, to the extent you have in any manner violated or threatened to violate Etokki's intellectual property rights, Etokki may seek injunctive or other appropriate relief in any court in any country in the world, and you consent to exclusive jurisdiction of such courts. 

15. Alteration of Service or Amendments to the Conditions

We reserve the right to make changes to our Website, policies, and these Terms and Conditions at any time. Your usage of the Website and your orders will be subject to the policies and Terms and Conditions in force at the time that you use the Website or that you order products from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of the remaining conditions. 

16. Events beyond our reasonable control

Etokki will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights. 

17. Waiver

If you breach these Terms and Conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions. 

18. Governing law and jurisdiction

Your use of the Website, any purchase by you on the Website of any products and these conditions will be governed by and construed in accordance with the laws of Republic of Korea and will be deemed to have occurred in Republic of Korea. You agree, as we do, to submit to the non-exclusive jurisdiction of the South Korean courts.

Your statutory rights are not affected by these Terms and Conditions.

19. Our details

Etokki.com is owned by ChangWan An, Gyeonggi-do Goyang-si Ilsan-du Madu-dong, Gangchon Life APT 515-dong 202-ho, South Korea.

BUSINESS TO BUSINESS TERMS OF SALE

The Terms and Conditions list the following three sections: 

(1) ETOKKI Terms and Conditions of Sale

(2) ETOKKI Conditions of Purchase 

(3) Direct Delivery Terms and Conditions 

(1) ETOKKI TERMS AND CONDITIONS OF SALE 

All business is carried on subject to the following terms and conditions ("Terms"), except as varied by specific written agreement of the Company. By placing any order with the Company the customer shall be deemed to have agreed to and accepted these Terms. In these Terms "Contract" means the contract for the supply of Goods formed by the Company's acceptance of the customer's order. 

1. No order will be binding upon the Company unless and until accepted by the Company in writing or by delivery of any goods the subject of the order ("Goods").

 2. Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly any terms endorsed on or contained or referred to in any customer's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms. 

3. The Company reserves the right to amend any accidental error or omission on quotations, order acknowledgements, invoices or credit notes.

4. Although all delivery dates stated by the Company are given in good faith and all reasonable efforts will be made to adhere to them, the Company accepts no liability for any failure to comply with such dates by reason of any cause beyond the Company's reasonable control. Time of delivery shall not be of the essence.

5. The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the customer to reject the Goods.

6. If the customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the customer's risk and the customer shall pay all storage and additional carriage costs incurred.

7. Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.

8. Unless otherwise notified to the customer, Goods will be invoiced at the price stipulated in the Company's published price list current at the date of the acceptance of the order. In the case of an order for delivery by instalments each instalment shall be invoiced at the price stipulated in the Company's published price list at the date of dispatch of such instalment. Such prices are exclusive of VAT.

9. Prices include delivery to the customer's single shipping address, except that carriage will be charged extra on all orders of invoice value less than $100 (excluding VAT) or deliveries of fewer than 12 pairs or pieces or of such value or quantities as notified by the Company to the customer from time to time.

10. Unless otherwise agreed, the Company shall invoice the Goods on or after dispatch of the Goods. The Company shall be entitled to invoice each instalment as and when each instalment is dispatched. Payment of all sums shall be made in US Dollars and is due 30 days from the date of the relevant invoice. The Company may sue for any monies outstanding beyond this date even if property in any relevant Goods has not passed to the customer.

11. If any payment is not made in full by the due date then, without affecting any other right which it may have, the Company may deduct any outstanding amounts from any monies owed to the customer on any account whatsoever.

12. Interest on any outstanding amounts may be charged which shall accrue from the due payment date until the date of payment at a rate of 5%. No payment shall be deemed to have been made until the Company's account is credited with the relevant cleared funds.

13. The customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason.

14. Export sales shall be subject to FOB terms (as defined in the latest published version of Incoterms from time to time). It is the customer's responsibility to obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods and to ensure that the Goods comply with all local legislative or other legal requirements.

15. The Company will (at the Company's option) either replace or refund the price of any Goods which are shown to the Company's reasonable satisfaction to be defective in materials or workmanship at the time of delivery or to be a shortfall in quantity delivered provided that:

15.1 the customer inspects the Goods on delivery and notifies the Company within three (3) days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them;

15.2 when signing for deliveries the customer must state clearly on the delivery note any damage or shortages; 

15.3 loss or non-delivery must be notified in writing to the Company and to the carrier within fourteen days of the dispatch date on the advice note or invoice;

15.4 where a defect would not have been apparent on a reasonable examination under clause 15.1, the customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within 180 days of delivery whichever is earlier; and;

15.5 the customer provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premises where the same are located.

16. Clause 15 defines the Company's full liability in respect of the Goods. All other conditions, warranties or other undertakings concerned with the Goods whether express or implied by statute, common law, custom, usage or otherwise, are excluded except that nothing in these Terms shall exclude any liability of the Company for death or injury resulting from negligence.

17. Without prejudice to the provisions of clauses 15 and 16, the Company shall not be liable for any costs, claims, damages, losses or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals.

18. Save where the law prohibits such limitation of liability and without prejudice to clauses 15, 16 and 17, the liability of the Company shall not in any circumstances exceed the invoice value of the Goods.

19. No order may be cancelled and no Goods may be returned without the Company's prior written agreement. Any returns which the Company agrees to accept must be forwarded carriage prepaid to the Company and the customer shall also comply with any other provisions of the Company's returns policy from time to time in place. On returns that require repackaging or reboxing, an appropriate charge will be made. 

20. Goods which the Company has agreed to sell to the customer shall be at the customer's risk as soon as they are delivered to the customer's agreed destination. These Goods shall remain the property of the Company until such time as the customer shall have paid the Company the agreed price, together with the full price of any other goods sold to the customer payment for which is outstanding. The passing of title and risk in the Goods supplied by the Company shall be as follows:

(a) from the time of delivery, the Goods shall be at the customer's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the Company's property until all payments to be made by the customer under this Agreement and any other agreement between the Company and the customer and on any other account whatsoever have been made in full and unconditionally. Whilst the Company's ownership continues the customer shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession as bailee for the Company;

(b) the customer's right to possession of the Goods shall immediately cease if the customer does anything or fails to do anything which would entitle an administrator or administrative receiver to take possession of any of the customer's assets or entitle any person to present against the customer a petition for winding up; 

(c) the customer may only re-sell the Goods to the customer's clients in the ordinary course of the customer's business as a fiduciary and trustee for the Company. In the event of any resale by the customer of the Goods the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefor shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the customer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company's monies; 

(d) without prejudice to the equitable rules as to tracing, in the event of failure to pay any and all the payments for the Goods in accordance with these Conditions the Company shall have power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the customer to remove the Goods, and;

(e) pending payment of any and all payments due hereunder for the Goods the customer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the customer in an amount at least equal to the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company's interest.

21. The Company operates a selective distribution system and as such Goods may only be sold to those who meet its selective distribution criteria. Customers may only resell Goods to other accounts within the system, being those approved by the Company as meeting its criteria. 

22. The Company or any related companies shall have the right to cancel all or any contracts with the customer or withhold delivery of any Goods if:-

22.1 the customer fails to pay any monies owing to the Company or any related companies by the due date; 

22.2 the customer commits any breach of any contract with the Company or any related companies; 

22.3 the customer compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third party levy distress on their property, or suffers any similar or analogous act. In the event of delivery being withheld the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

23. The construction, validity and performance of all Contracts between the parties shall be governed by South Korean law and shall be subject to the exclusive jurisdiction of the South Korean Courts although this shall not limit the right of the Company to commence proceedings in any other jurisdiction the Company deems appropriate.

24. Any suggested retail prices quoted in the Company's price lists or catalogues shall not limit the customer's right to set its own retail prices.

25. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company's inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the contract. 

26. The Customer shall ensure that no trade mark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

27. Trade marks and/or logos applied to any of the Goods may be used in advertising material intended for use in retail outlets or in catalogues for the purpose only of promoting the retail sale of the Goods concerned and provided that the Company's prior written consent is obtained.

28. Except as permitted by clause 27 above the customer shall not make any use of any logo or trade mark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.

29. Any part of these Terms which is void or unenforcable shall be deemed severable and shall not affect any other part of these Terms.

30. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.

31. These terms and conditions must be kept confidential, unless required to be disclosed by operation of law or relevant regulatory body, unless otherwise agreed by the Company in writing. 

(2) ETOKKI CONDITIONS OF PURCHASE

 1. These conditions together with any other terms or conditions agreed in writing by the Company or implied by law ("Conditions") shall apply to all contracts for the purchase of goods by the Company ("Goods") to the exclusion of all other terms and conditions including, without limitation, any terms and conditions which the seller may purport to apply. In these conditions, "Contract" means the contract for the purchase of Goods formed by the Seller's acceptance of the Company's order.

2. The first of a) commencement of manufacture of the Goods; or b) despatch or delivery of the Goods by the seller following the seller's receipt of the Company's order shall be deemed conclusive evidence of the seller's acceptance of these Conditions.

3. No variation of these Conditions shall be applicable unless agreed in writing by the Company. 

4. The price for the Goods shall be the price set out on the purchase order ("the Price"). The Price shall be exclusive of VAT (if applicable) and any applicable duties and taxes but inclusive of packaging, carriage and delivery to the Company's specified delivery address. The seller shall obtain all necessary export licences, clearances and other consents necessary for the sale of the Goods. 

5. Unless, otherwise agreed between the parties in writing, the seller shall not invoice the Goods until delivery of all the Goods under a Contract has been made. However, where the parties have agreed different delivery dates for different parts of the order, the seller may invoice for the Goods agreed to be delivered on a particular date once all those Goods have been delivered Payment of the Price and any applicable VAT shall be made in sterling or such other currency as is agreed between the parties and is due 30 working days after the end of the month in which the appropriate invoice is received. The payment of an invoice shall not imply acceptance of the Goods or waiver of any right to claim for any breach of Contract. 

6. The Company may set off against the Price and any VAT, any amount due from the seller on any account whatsoever. 

7. The quantity and specification of the Goods shall be as specified by the Company. The seller shall quote all Company references, purchase order numbers, and stock identification codes on all invoices, delivery notes and all other paperwork supplied by the seller.

8. The seller shall ensure that all Goods shall be manufactured, stored, tested and packed in accordance with all applicable legal requirements, and International Organization for Standardization (ISO) standards and any other applicable requirements relating to the Goods in the territories specified by the Company or in which the Goods are known to be intended for sale; and that all the Goods are of merchantable and satisfactory quality and fit for the purpose for which the Company intends such goods to be used.

9. The seller shall ensure that the Goods comply fully with specifications, drawings, samples or other descriptions and meet all performance criteria provided by the seller or the Company or agreed with the Company and shall permit the Company to inspect and test the

Goods during their manufacture and processing. If the Company is not reasonably satisfied that the Goods comply in all material respects with the Company's requirements, the seller shall take all necessary steps at its own cost to ensure due compliance.

10. The Goods shall be marked and packed in accordance with the Company's instructions and all legal requirements. The Goods shall be properly packed and secured for delivery to the Company in good, undamaged condition.

11. Where any specifications, drawings, patterns, samples, designs, screen prints, tools or moulds relating to any of the Goods have been provided by the Company to the seller, the copyright, registered design, design right, patent, trade names, trade marks (registered or unregistered) and other intellectual property rights in such items shall remain the property of the Company. Such items shall be kept in good condition; used only for the supply of Goods to the Company; shall not be disclosed to any third party; and shall be returned to the Company on request.

12. Delivery of the Goods shall be made to the address specified on the Company's purchase order on the agreed delivery date. If the Company cannot take delivery at the specified time and/or place, the seller and the Company shall agree an alternative time and/or address. Time of delivery shall be of the essence. The Company reserves the right to reject any Goods which are delivered without an order number, Company stock identification number or any other information which may have been specified by the Company.

13. The seller shall be deemed to have accepted the delivery date specified on a purchase order unless the Company receives a written request for alteration from the seller within 5 working days from the date the purchase order is sent. 

14. If the seller fails to deliver the correct quantity of goods in full compliance with a Contract, the Company may, without limiting its other rights, take any of the following steps; (a) terminate the Contract in whole or in part and recover damages for the seller's breach; (b) where short delivery has been tendered, accept the Goods which correspond to the Contract and claim damages for the seller's breach of Contract; (c) where delivery of non-complying Goods has been tendered, accept the Goods subject to a reasonable price reduction and/ or claim damages for the seller's breach of Contract; (d) require the seller without delay to deliver sufficient Goods to fully comply with the Contract and recover damages for the delayed delivery.

15. The Company shall not be deemed to have accepted any part of the Goods until after the Company has actually inspected the Goods and ascertained that they are in accordance with the Contract. Without prejudice to its other rights, the Company may reject Goods which are not in accordance with a Contract within a reasonable time after such inspection.

16. The Company may return any of the Goods which are not in accordance with a Contract at any time up to 12 months after delivery notwithstanding that the Goods may already have been accepted by the Company and the seller shall, without prejudice to the Company's rights, replace or refund the Price of the returned Goods at the Company's option.

17. Title and risk, unless otherwise agreed, shall pass on delivery of the Goods.

18. The seller shall indemnify the Company against all actions, suits, claims, demands, costs, charges, damages, losses and expenses suffered or incurred by the Company and/or for which the Company may be liable to any third party due to, arising, whether directly or indirectly, from or in connection with: (a) the negligent or wilful acts or omissions of the seller, his servants, agents or contractors in manufacturing, supplying or delivering the Goods; (b) the breach of any provision of these Conditions or otherwise of any Contract between the Seller and the Company. (c) any defect in the workmanship, materials or design of the Goods or their packaging; (d) any infringement or alleged infringement of any patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right for or relating to the Goods unless such infringement has occurred directly as a result of any specification supplied by the Company; (e) any liability in respect of the Goods under the appropriate customer protection legislation in the territories specified by the Company or in which the Goods are known to be intended for sale. 

19. No Contract may be assigned, charged, sub-contracted or delegated in whole or in part without the prior written consent of the Company. 

20. The construction, validity and performance of all Contracts between the Company and the seller shall be governed by South Korean Law and the seller shall submit to the jurisdiction of the South Korean Courts although this shall not limit the right of the Company to commence proceedings in any jurisdiction the Company deems appropriate.

21. Any part of these Conditions which is shown to be void or unenforceable shall be deemed severable and shall not affect any other part of these Conditions.

22. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its rights to do so in the future.

23. Neither party shall be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any Contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire, flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company). On the occurrence of any such event, the Company may at its discretion, suspend performance of or terminate the Contract.

(3) ETOKKI LIMITED - TERMS AND CONDITIONS OF SALE -

Direct Delivery from Factory

All business is carried on subject to the following terms and conditions ("Terms"), except as varied by specific written agreement of the Company. By placing any order with the Company the customer shall be deemed to have agreed to and accepted these Terms. In these Terms "Contract" means the contract for the supply of Goods formed by the Company's acceptance of the customer's order.

1.No order will be binding upon the Company unless and until accepted by the Company in writing or by delivery of any goods the subject of the order ("Goods"). 

2.Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly any terms endorsed on or referred to in any customer's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms. 

3.The Company reserves the right to amend any accidental error or omission on quotations, order acknowledgements, invoices or credit notes.

4.Although all delivery dates stated by the Company are given in good faith and all reasonable efforts will be made to adhere to them, the Company accepts no liability for any failure to comply with such dates by reason of any cause beyond the Company's reasonable control. Time of delivery shall not be of the essence.

5.The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the customer to reject the Goods.

6.If the customer fails to take delivery of the Goods on the date of delivery, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the customer's risk and the customer shall pay all storage and additional carriage costs incurred.

7.Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications the Company reserves the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.

8.The Company will identify on its official order forms, specific surcharges that may be applied on orders placed. Such surcharges will be detailed and confirmed in the official Order Confirmation. 

9.Unless otherwise notified to the customer, Goods will be invoiced at the price stipulated in the Company's published price list current at the date of the acceptance of the order. Such prices are exclusive of VAT. Payment of all sums shall be made in US Dollars by Confirmed, Irrevocable Letter Of Credit payable at Sight, unless otherwise agreed in writing by the Company.

10.Unless otherwise agreed, the Company shall invoice the Goods on or after despatch of the Goods.

11.In the case of an order confirmed for delivery by instalments, each instalment shall be invoiced at the price stipulated in the Company's published price list at the date of despatch of such instalment. Such prices are exclusive of VAT. The Company shall be entitled to invoice each instalment as and when each instalment is dispatched. 

12.If any payment is not made in full by the due date then, without affecting any other right which it may have, the Company may deduct any outstanding amounts from any monies owed to the customer on any account whatsoever.

13.Interest on any outstanding amounts may be charged, which shall accrue from the due payment date until the date of payment at a rate of five percent (5%) from time to time in force. No payment shall be deemed to have been made until the Company's account is credited with the relevant cleared funds.

14.The customer may not withhold or make any deduction from or set off against any payment due to the Company for any reason. 

15.The Company may sue for any monies outstanding, even if property in any of the relevant Goods has not passed to the customer.

16.Orders confirmed shall be subject to FOB terms (as defined in the latest published version of Incoterms from time to time). It is the customer's responsibility to obtain all necessary import licences, clearances and other consents necessary for the purchase and the subsequent import of the Goods and to ensure that the Goods comply with all local legislative or other legal requirements. 

17.The Company will (at the Company's option) either replace or refund the price of any Goods which are shown to the Company's reasonable satisfaction to be defective in materials or workmanship at the time of delivery, or to be a shortfall in quantity delivered, provided that: 

17.1 The customer inspects the Goods on delivery and notifies the Company within three (3) days of delivery of any alleged defects, shortage in quantity or damage. If the customer fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any shortage or defect which would be apparent on a reasonable examination of them; 

17.2 When signing for deliveries the customer must state clearly on the delivery note any damage or shortages; 

17.3 Loss or non-delivery must be notified in writing to the Company and to the carrier within fourteen days of the despatch date on the advice note or invoice;

17.4 Where a defect would not have been apparent on a reasonable examination under clause 17.1, the customer notifies the Company as soon as reasonably possible when the defect becomes apparent or within 60 days of delivery whichever is earlier; and 17.5 The customer provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premiseswhere the same are located.

17.6 In the case of defective goods agreed and instructed in writing by the Company to be destroyed on site, the Company will require the customer to supply a Destruction Certificate as proof of destruction. 

18.Clause 17 defines the Company's full liability in respect.

Last updated July 01, 2015