- 01. CONDITIONS OF SALE
- The sale or supply of any products and/or services by M.E.T Co. Ltd,. , its subsidiaries or affiliates (“MET”) to the customer (“Buyer”) is expressly conditioned upon the terms and conditions contained or referred to herein (“Terms and Conditions”). The applicable Quotation/Order Acknowledgement/Invoice and these Terms and Conditions (collectively, the “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations and communications, both written and oral. Any additional or different terms and conditions set forth in Buyer’s purchase order or other communication are objected to and will not be binding upon MET unless specifically agreed to in writing by an officer of MET; provided, however, no preprinted facility entry form shall be binding even if signed by MET’s representative. Any order or authorization by Buyer, whether written or oral, to furnish products or services or licensing of software shall constitute acceptance of these Terms and Conditions. No modification to the Agreement shall be effective against MET unless evidenced in writing and signed by a duly authorized representative of MET. Any software (including firmware) provided hereunder shall be subject to the terms of the standard MET Software License Agreement accompanying such software or the license provided herein. Such software is licensed, not sold.
- 02. DEFINITIONS
- The following definitions shall apply herein: (a) “MET” shall mean M.E.T Co., Ltd. or such other subsidiary or affiliate of M.E.T Co., Ltd. that is providing the Products or Services to the Buyer; (b) “System” shall mean the hardware and the software programs sold by MET to Buyer, as may be further defined in any agreement, technical specifications or purchase orders (hardware may include equipment, materials, spare or replacement parts and other goods (hereinafter “Equipment”) and software programs may include computer programs developed and owned by MET as applications or integrating software (hereinafter “MET Programs”) and commercially available third party programs provided in conjunction with Equipment operation (hereinafter “Operating Programs”)); (c) “Installation” shall mean all work as may be defined in the agreement and technical specifications associated with installation of the System by MET at the Installation Site; (d) “Installation Site” shall mean the Buyer’s facility where the System is to be delivered, installed and operated; (e) “Services” shall mean optional services provided by MET (including, but not limited to telephone hot lines, remote diagnostics, service calls, preventive maintenance plans and other support activities as may be defined in a service agreement) which, although purchased by the Buyer under a separate written agreement, will be subject to these Terms and Conditions; (f) “Products” shall mean the System, Installation and/or Services as defined above; and (g) “Final Acceptance” shall mean final approval and acceptance of the System by the Buyer in accordance with acceptance tests or other criteria as defined in this Agreement.
- 03. QUOTES, ORDERS AND PRICES
- Quotes from MET to supply Products to Buyer are valid for thirty(30) days from issuance unless otherwise agreed to by MET in writing. All prices are as stated in MET’s quote, or order acknowledgment, as applicable, and specifically override any prices referenced in Buyer’s purchase order. The prices stated in this Agreement are in U.S. dollars and do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction. Any amounts paid at any time by MET that are the responsibility of Buyer shall be invoiced to Buyer and reimbursed to MET. All prices and other terms are subject to correction for typographical or clerical errors.
- 04. APPLICABLE TO ORDERS FROM WEBSITE
- By placing an order for Products from MET’s website, Buyer accepts and agrees to be bound by these Terms and Conditions. Buyer may not order or obtain Products from MET’S website if Buyer (a) does not agree to these Terms and Conditions, (b) is not of legal age to form a binding contract with MET, or (c) is prohibited by applicable law from accessing or using MET’s website or any of such website’s contents, or purchasing MET’S Products. Buyer agrees that its order is an offer to buy, under this Agreement, all Products and Services listed in Buyer’s order. All orders must be accepted by MET or MET will not be obligated to sell the Products to Buyer. MET may choose not to accept any order in its sole discretion. After having received Buyer’s order, MET may deliver to Buyer an Order Acknowledgment or ship the Products. Acceptance of Buyer’s order and the formation of the contract of sale between Buyer and MET will not take place unless and until the earlier of the date MET sends Buyer an Order Acknowledgement or ships the Product to Buyer.
- 05. TERMS OF PAYMENT
- All payments are to be made in U.S. Dollars. All MET invoices shall be due and payable in full within thirty (30) days after date of invoice; provided, however, that MET reserves the right, in its sole discretion to require full payment in cash before order entry, shipment or delivery. Credit terms are subject to credit approval. In the event Buyer fails to remit payment to MET as agreed, MET shall be entitled to collect MET’s costs and expenses (including, but not limited to, reasonable attorney’s fees and court costs) incurred in collection of such payment(s). Invoices not paid within the thirty (30) day period, or by such other due date as may be agreed to in writing by the parties, shall have an additional l-l/2% per month interest charge (or the maximum amount allowed by law, if less) assessed against the unpaid balance from the date of the invoice until paid, which Buyer agrees to pay.
- 06. LICENSE OF PROGRAMS
- 6.1 Grant of License. MET grants to Buyer, effective upon Final Acceptance of the System,
(1) a nonexclusive license to use the MET Programs that may be identified in Attachment A to the technical specifications, and (2) the right to use, in accordance with the terms provided by the owner thereof, the Operating Programs that may be identified in Attachment B to the technical specifications. The MET Programs are provided and are authorized to be installed, executed, and used specifically at the Installation Site, only in machine-readable, object code form. Buyer’s rights in the MET Programs pursuant to such license are expressly limited to the use of the MET Programs by Buyer at the Installation Site in connection with operation of the Equipment. Buyer shall not assign, transfer, make copies, or sublicense the MET Programs or Operating Programs without the prior written consent of MET.6.2 Restrictions.
Buyer acknowledges and agrees that to the extent the products consist of MET Programs or Operating Programs (collectively, the “Software”), the sale of the Products to Buyer shall not include a sale of, or transfer of title to, any Software or related documentation or manuals. Title to the Software is and shall remain, as between MET and Buyer, the property of MET. Buyer may use the Software provided by MET under the Agreement only in accordance with this Paragraph 6 and only in connection with the operation of the Products.
Buyer acknowledges that all copyrights in the Software belong to and are retained by MET or third party suppliers. Buyer shall not remove or alter, or permit any person to remove or alter, any of the copyright or other notices on, stated in or affixed to the Software, or on any diskettes, covers or other packaging.
- 07. DELIVERY, INSTALLATION and RETURNS
- Unless otherwise agreed to in writing by MET, delivery of Equipment and Software shall be made Ex Works (Incoterms 2000) MET’s facility or other point of shipment selected by MET (“Shipping Point”). Buyer shall bear the risk of loss and damage to goods after delivery to the Shipping Point. Unless otherwise agreed to by MET in writing, Buyer will pay all insurance costs in connection with delivery of the goods, if any, and be responsible for filing claims with carriers for loss of, or damage to goods in transit. MET will make every effort to meet commitments concerning shipping dates; however, revisions may be necessary due to unforeseen events. MET will not be responsible for loss, including but not limited to incidental, special or consequential damages, occurring to Buyer or to any other party as a result of any delay in shipment. Buyer shall not debit, back charge or setoff MET for returns, warranty claims or for any other reason, without prior written consent from MET. Products may not be returned by Buyer without prior written Return Materials Authorization (RMA) and the return of Products may be subject to a restocking fee. All returns that have been approved must be accompanied by an RMA issued by MET at the time of return. RMA’s are valid for 30 days from issuance unless otherwise agreed to by MET in writing. Return freight charges are the responsibility of the Buyer.
- 08. TAXES
- Buyer shall pay all taxes based on or in any way measured by the Agreement or the Products, including any personal property taxes but excluding taxes based on MET’s net income. If MET is required by applicable law or regulation to pay or collect any such tax or taxes on the Products, then such amount of tax and any penalties and interest thereon shall be reimbursed to MET or paid by Buyer. All applicable taxes will be paid by Buyer, unless Buyer provides MET with appropriate tax exemption certificates, and if Buyer requests that MET ship products to Buyer’s customer, Buyer must provide MET with a valid resale certificate or other valid exemption certificate for its customer. Buyer hereby agrees to indemnify MET for all taxes, costs, fees, expenses, penalties, and other charges if Buyer cannot provide adequate evidence that it remitted the applicable sales tax to the destination state.
- 09. PERMITS AND REGULATORY REQUIREMENTS
- MET shall be responsible for obtaining any license or permit required of MET in its name to enable it to deliver the Products. Should compliance of the Products with applicable laws, rules, regulations, or ordinances of any Federal, State, or local authority, or of any agency thereof, be required, and should such compliance require changes in the Products or should any permits, licenses or approvals or plans and specifications for the Products or any permits, licenses, or approvals for the installation or use thereof be required, Buyer assumes the risk and responsibility for such compliance or changes, and for securing such permits, licenses, and approvals from the proper authorities, and for paying any associated costs or fees.
- 10. TITLE AND RISK OF LOSS OR DAMAGE
- Title and risk of loss or damage with respect to all Equipment shall pass to Buyer at the Shipping Point.
- 11. WARRANTY
- 11.1 Warranty with Respect to Equipment: MET warrants that each item of Equipment delivered hereunder will be free from defects in workmanship and material. Such warranty will be in effect for a period of sixty (60) days from date of delivery. For consumables, warranty period(s) shall be shorter if so specified in the Agreement technical specifications.
11.2 Warranty With Respect to MET and Operating Programs: MET warrants that upon Final Acceptance of the System and for a period of sixty (60) days thereafter, the MET Programs shall conform in all material respects to any specifications supplied in writing by MET prior thereto, and shall not contain any material defect. Warranty for the Operating Programs shall only be as stated in the literature accompanying same and shall be limited to the party providing such warranty.
11.3 Warranty With Respect to Installation: MET warrants that any Installation Site labor provided and supervised by MET will be performed in a manner consistent with the standards of quality and care typical within the industry at the time of performance for similar work. Such warranty will be effective for a period of sixty (60) days from the date of performance of the Installation Site labor. If any Installation Site labor provided and supervised by MET does not conform with MET’s above-stated warranty obligation, MET will remedy, replace or reperform same at MET’s expense; or if repair, replacement or reperformance is impracticable or impossible (as determined by MET), MET will refund to Buyer the price paid to MET for the non-conforming Installation Site labor.
11.4 Warranty With Respect to Services: MET warrants that any Services performed pursuant to this Agreement will be performed in a professional manner consistent with the standards of quality and care typical within the industry at the time of performance for similar work. Such warranty will be effective for a period of sixty (60) days from the date of performance of the Service. With respect to development, implementation and/or refinement of a production process to be used for the operation of the Equipment in the manner specified in the specification or as otherwise most beneficial to Buyer, the parties recognize and agree that such development, implementation and/or refinement is not a part of the scope of MET’s obligations hereunder. However, upon mutual agreement as to the scope of work and price, MET will participate jointly with Buyer in such development, implementation, and refinement as a part of a service agreement. MET’s obligations with respect to such supplemental Services as defined in a separate service agreement and performed by MET will be limited to the warranty obligations set forth in this subparagraph. Any Services which do not conform with MET’s above-stated warranty obligation will be reperformed by MET at MET’s expense; or, if reperformance is impracticable or impossible (as determined by MET), MET will refund to Buyer the price paid to MET for the non-conforming Services.
11.5 Conditions of Warranty: The warranties and remedies set forth in 11.1 through 11.4, above, will apply only if notice of claim is given to MET in accordance with the requirements specified above, and the following obligations of Buyer are complied with: (1) Written claim must be made by Buyer within thirty (30) days from the date the non-conformance is detected by Buyer and in no event later than thirty (30) days after expiration of the applicable aforementioned warranty period; (2) All Equipment must be properly unloaded, stored, maintained and installed in accordance with the documentation and instructions provided, and must be protected from damaging agents by Buyer except when installation of such System is included in MET’s scope of supply; (3) All Equipment must be operated only in a normal and proper manner, in accordance with any operating instructions or manuals and not in excess of any applicable ratings, limitations, or operating specifications; (4) Buyer shall not have made any changes to the Products or supplied any additional software or interfacing; (5) If MET is to repair or replace any parts or items of the System or to reperform any Installation or Services, Buyer shall be obligated at its own expense to provide access to the part of the System or any parts or items of Equipment which are to be repaired or replaced; (6) Buyer shall, at no expense to MET, provide personnel, facilities, data and information to assist in any activity which may be required of MET under this warranty. For those parts or items of Equipment that may be normally removed from the System, Buyer agrees to remove such parts or items and ship to MET for repair or replacement. Whether removed by Buyer or MET, all defective parts or items of Equipment shall be returned to MET. If the above conditions are not met, Buyer agrees to reimburse MET for any costs of responding to the warranty claim. Any Buyer modification to the Equipment, MET design or any MET Programs or Operating Programs shall presumptively void MET’s warranty and remedy obligations to Buyer.
11.6 WARRANTY DISCLAIMER: THE WARRANTIES AND REMEDIES SET FORTH HEREINABOVE ARE EXCLUSIVE, AND NO OTHER WARRANTY OR REMEDY OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY. MET FURTHER DISCLAIMS ANY WARRANTY THAT THE PRODUCTS WILL OPERATE ERROR FREE. MET MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE APPLICATION OR EFFECT OF ANY FEDERAL, STATE, NATIONAL OR LOCAL LAWS, ORDINANCES, RULES OR REGULATIONS WHICH MAY NOW OR HEREAFTER PERTAIN TO THE USE OR OPERATION OF THE PRODUCTS.
11.7 Warranty Disclaimer of Third-Party Products: Products manufactured by a third-party (“Third-Party Products”) may constitute, contain, be contained in, incorporated in attached to or packaged together with the System. Third-Party Products are not covered by the warranties set forth in 11.1 through 11.4. For the avoidance of doubt, MET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY THIRD PARTY PRODUCT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11.8 EXCLUSIVE REMEDIES: THE SOLE LIABILITY OF MET AND THE EXCLUSIVE REMEDY OF BUYER WITH RESPECT THERETO, ARISING OUT OF THE PURCHASE, MANUFACTURE, SALE, FURNISHING, OR USE OF THE PRODUCTS, WHETHER SUCH LIABILITY IS ALLEGED TO ARISE ON ACCOUNT OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL BE (AT THE OPTION OF MET) THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT OR THE REFUND TO BUYER OF THE PRICE ACTUALLY PAID TO MET BY BUYER FOR THE DEFECTIVE PRODUCT. MET SHALL NOT, IN ANY EVENT, BE RESPONSIBLE FOR ANY WORK DONE BY OTHERS OR FOR ANY LOSS, DAMAGE, COST OR EXPENSE ARISING OUT OF OR RESULTING FROM SUCH WORK; PROVIDED, THAT IN THE EVENT MET HAS ENGAGED SUBCONTRACTORS IN THE PERFORMANCE OF ITS OBLIGATIONS MET WILL HAVE THE SAME RESPONSIBILITIES TO BUYER FOR SUCH WORK AS WITH RESPECT TO ITS OWN WORK.
- 12. SECURITY INTEREST/ACCEPTANCE
- MET reserves the right to ship in advance of any delivery date requested by Buyer, except for those dates stipulated “not before.” Title will pass to Buyer upon delivery of the Products of MET subject to a purchase money security interest hereby reserved by MET in the Products sold and the proceeds thereof until payment of the full purchase price to MET. Buyer authorizes MET to file such financing statements or other documents as reasonably necessary for MET to perfect its security interest. All Products shall be deemed accepted by Buyer unless, within ten (10) days after delivery, Buyer shall notify MET in writing that such Products are damaged or defective. Any claims for shortage must be made to MET in writing within ten (10) days after delivery.
- 13. MET’S RIGHT TO CANCEL
- Failure by the Buyer to make any payment at the time due and provided herein shall give MET the right to suspend the work or delivery until payment is made. In the event that any failure to pay continues for more than fifteen (15) days after the due date, MET may at any time thereafter cancel this Agreement by written notice mailed, telegraphed or sent via facsimile or electronic mail to Buyer and thereupon be entitled to recover the costs of all work done, all material provided and all damages sustained. Any such failure to make payment at the time provided shall be a bar to any claim by Buyer against MET for any delay in completion of the work due to such suspension arising out of such failure to pay. Waiver of any default hereunder shall not operate as a waiver of any other or subsequent default.
- 14. BUYER’S CANCELLATION
- Buyer may cancel its order for a standard product only if, prior to the shipment date requested in its purchase order, Customer: (a) provides MET with written notice of the order cancellation; and (b) agrees to pay MET the cancellation fee for each cancelled product. Notwithstanding the foregoing, orders for custom products or for last-time buys for end of life (EOL) products may not be cancelled, rescheduled, or returned. A “custom product” is any non-standard product developed by MET under a special agreement or any product not appearing in MET’s standard product catalog.
- 15. LIMITATION OF LIABILITY
- (a) IN NO EVENT SHALL THE TOTAL LIABILITY OF MET AND ITS SUBCONTRACTORS TO BUYER IN CONNECTION WITH THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), EXCEED THE LESSER OF (i) THE AMOUNT PAID BY BUYER TO MET FOR THE PRODUCT AT ISSUE OR (ii) THE AMOUNTS PAID BY BUYER TO MET DURING THE IMMEDIATELY PRECEDING SIX MONTHS.
(b) IN NO EVENT SHALL MET OR ITS SUBCONTRACTORS BE LIABLE TO BUYER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY, FOR LOST PROFITS OR REVENUES, LOSS OF USE OR SIMILAR ECONOMIC LOSS, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, NONDELIVERY, SERVICING, USE, CONDITION, OWNERSHIP, POSSESSION, OPERATION, SELECTION, TRANSPORTATION, LOADING, UNLOADING, MAINTENANCE OR RETURN OF THE PRODUCTS, OR FOR ANY CLAIM MADE AGAINST BUYER BY ANY OTHER PARTY, EVEN IF MET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
(c) THE HARDWARE AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS AND MET SHALL HAVE NO LIABILITY TO BUYER FOR THE INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPRIETARY RIGHTS BY THE HARDWARE OR SOFTWARE OR ANY PORTION THEREOF.
(d) BUYER ACKNOWLEDGES AND AGREES THAT MET HAS AGREED TO PROVIDE THE PRODUCTS AND SERVICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 15, THAT THE SAME REFLECTS AN ALLOCATION OF RISK BETWEEN BUYER AND MET, AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
- 16. INDEMNIFICATION AND WAIVER
- Buyer agrees to indemnify and hold harmless MET against all losses, claims, damages, or liabilities arising out of or based upon bodily injury (including death at any time resulting therefrom) occurring prior to completion of the Installation Site activity under this Agreement, when proximately caused by the negligence of Buyer or its employees or agents.
- 17. DELAY IN PERFORMANCE
- MET shall not be liable for any expense, loss or damage resulting from delay or prevention of performance caused by fires, floods, acts of God, strikes, labor disputes, labor shortages, inability to secure materials or equipment, fuel or other energy shortage, riots, thefts, acts of terror, war or sabotage, accidents, transportation delays, acts or failure to act of any government or of Buyer, delay in obtaining licenses, major equipment breakdown, or any other cause whatsoever, whether similar or dissimilar to those enumerated above, beyond the reasonable control of MET. In the event of any delay occasioned by MET or its subcontractors arising by reason of any of the foregoing, the time for performance shall be equitably adjusted. When MET is performing work under the Agreement at the Installation Site, Buyer shall pay MET at the rates applicable for the work in question for time lost on account of such delay.
- 18. INSPECTION
- Buyer shall inspect and test all Products as soon as practicable after the date of receipt. Anything herein to the contrary notwithstanding, to the extent that any defects, shortages or nonconformities in Products are discoverable by testing or inspection upon receipt of Products by Buyer, all obligations of MET to Buyer with respect to such defects, shortages or nonconformities shall be deemed to be satisfied, and all Products shall be deemed to be free of such defects, shortages or nonconformities, unless Buyer notifies MET of such defects, shortages or nonconformities in writing within thirty (30) days after the date of receipt.
- 19. PROPRIETARY INFORMATION
- Buyer understands that special techniques in the arts and sciences, developed or accumulated by MET on its own time and at its own expense, will be employed to benefit of Buyer under this Agreement, and Buyer further agrees that such special techniques are proprietary and shall not be disclosed to any third party during or subsequent to the term of this Agreement without MET’s prior written consent; provided, however, that nothing herein shall limit Buyer’s right to disclose any data provided by MET hereunder which (a) properly becomes knowledge available within the public domain or (b) is received by Buyer from a third party without restriction and without breach of this or any other contract. This Agreement does not effect any transfer of title in the MET Programs, the Operating Programs, or any materials furnished or produced in connection therewith, including drawings, diagrams, specifications, input formats, source code(s) and user manuals. Buyer acknowledges that the MET Programs (and all materials furnished or produced in connection with the MET Programs) including, without limitation, the design, programming techniques, flow charts, source code, and input data formats, may contain trade secrets of MET, entrusted by MET to Buyer under this Agreement for use only in the manner expressly permitted hereby. Buyer further acknowledges that MET claims and reserves all rights and benefits in the MET Programs afforded under (1) federal law as copyrighted works and patents and (2) state law as trade secrets. Neither the MET Programs nor any materials provided to Buyer in connection with the MET Programs may be modified, enhanced, copied, reprinted, reverse engineered, transcribed, or reproduced, in whole or in part, without the prior written consent of MET.
- 20. STATUTE OF LIMITATIONS
- Any and all proceedings relating to the subject matter hereof (other than an action by MET for any amount due to MET from Buyer) shall be instituted within one (1) year after a cause of action has accrued or such cause of action will be deemed waived. In the event of breach or default by Buyer hereunder, Buyer agrees to pay to MET reasonable attorneys’ fees and such expenses as may be expended or incurred in the enforcement of any right or action with respect to a breach hereunder or any consultation in connection therewith.
- 21. RIGHTS IN INFORMATION AND DATA
- MET shall own, have and retain the right to publish, use, make derivative works, have used, and permit others to publish, use, and/or have used, any information, designs, engineering or data used, developed, or acquired by MET in the course of performance of the work hereunder, which use would not be prohibited by Paragraph 20 above. Buyer shall have the right of access to such information or data for the limited purposes of maintenance but not duplication of the System by Buyer or third parties, as well as, use of the System by Buyer (but not by third parties) for the purpose intended or such similar related purposes as Buyer may elect.
- 23. CONSENT TO JURISDICTION
- This Agreement has been delivered for acceptance by MET in South Korea and shall be governed by and construed in accordance with internal laws of the South Korea hereby. Buyer: (i) irrevocably submits to the jurisdiction of any state or federal court located in South Korea over any action or proceeding to enforce or defend any matter arising from or related to this Agreement; (ii) irrevocably waives, to the fullest extent it may do so, the defense of any inconvenient forum to the maintenance of any such action or proceeding to enforce this Agreement; (iii) agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or proceeding in any manner provided by law; and (iv) agrees not to institute any legal proceeding or action against MET or any of MET’s directors, officers, employees, agents or property, concerning any matter arising out of or relating to this Agreement in any court other than one located in South Korea. Nothing in this paragraph shall affect or impair MET’s right to serve legal process in any manner permitted by law or MET’s right to bring any action or proceeding against Buyer or its property in the courts of any other jurisdiction.
- 24. ASSIGNMENT AND TRANSFER
- Buyer shall not assign or transfer any right to this Agreement unless agreed to in writing by MET. In the event Buyer transfers any interest in the System, Buyer will indemnify and hold harmless MET from and against any claims, losses, damages, or liabilities that MET may incur that MET would not have incurred but for such transfer.
- 25. WAIVER
- No waiver by MET of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by MET. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- 26. SEVERABILITY
- If Any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.