ARTICLE 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.
In these Sales Terms and Conditions (these "Terms"), the following terms shall have the

meanings set forth below:

"Aerospace Quality Standards" means AS9100D (current revision), ISO 9001:2015, and all

applicable aerospace industry standards, specifications, and regulatory requirements including but not limited to AS9102 (First Article Inspection), AS6174 (Counterfeit Materiel Prevention), AS5553 (Counterfeit Electronic Parts), and any customer-specific quality requirements.

"Customer" means the party purchasing Products from Seller as identified in Seller's Sales Order

Acknowledgment or Invoice.

"Configuration Management" means systematic management of product configuration,

including identification, control, status accounting, and auditing throughout the product lifecycle.

"Counterfeit Part" means any unauthorized copy, imitation, substitute, or modified part

(material) that is knowingly misrepresented as a specified genuine part from an original

manufacturer or authorized supplier.

"Critical Item" means any item (e.g., functions, parts, characteristics, processes) having

significant effect on the product realization and use of the product, including safety,

performance, form, fit, function, producibility, service life, etc., that requires specific actions to

ensure that they are adequately managed.

"First Article Inspection" or "FAI" means a complete, independent, and documented physical

and functional inspection process conducted in accordance with AS9102 to verify that a

production process can produce an item that meets all specified requirements.

"FOD" means Foreign Object Debris/Damage, any extraneous material or substance that could

cause damage to or affect the performance or safety of aerospace products.

"Key Characteristics" means attributes or features whose variation has significant influence on

product fit, performance, service life, or manufacturability.

"Products" means all raw materials, semi-finished goods, element materials including but not

limited to cathodes, tubing, round bars, billets, scrap metal, forgings, and other aerospace

materials and goods sold by Seller to Customer as specifically described in Seller's quotation,

Sales Order Acknowledgment, or Invoice.

"Regulatory Authorities" means any governmental or quasi-governmental authority with

jurisdiction over aerospace products, including but not limited to civil aviation authorities,

defense agencies, and export control authorities.

"Sales Order Acknowledgment" means Seller's written acceptance and confirmation of

Customer's purchase order.

"Seller" means Sphere Corporation, a corporation organized and existing under the laws of the

Republic of Korea, with its principal place of business in the Republic of Korea.

"Special Process" means a process in which the full conformity of the output cannot be verified

by subsequent inspection and testing of the product, such as heat treatment, welding, plating,

or non-destructive testing.

1.2 Interpretation.

In these Terms: (a) headings are for convenience only and shall not affect interpretation; (b)

words in the singular include the plural and vice versa; (c) references to statutes or regulations

include amendments, replacements, or re-enactments thereof; and (d) the words "including,"

"include," and "includes" shall be deemed to be followed by "without limitation."

ARTICLE 2. ACCEPTANCE OF TERMS; ENTIRE AGREEMENT

2.1 Binding Agreement.

These Terms constitute the complete, final, and exclusive agreement between Seller and

Customer for the sale of Products. Customer's acceptance of delivery of the Products, payment

for the Products, or commencement of use of the Products shall constitute Customer's

unconditional acceptance of and agreement to be bound by these Terms.

2.2 Rejection of Customer Terms.

Any different, inconsistent, conflicting, or additional terms or conditions proposed by Customer

(whether contained in Customer's purchase orders, purchase order acknowledgments, releases,

specifications, shipping instructions, or any other Customer documents), whether submitted

before or after the date of these Terms, shall be deemed material alterations and are hereby

expressly objected to and rejected in their entirety, and shall not be binding upon Seller unless

and until Seller specifically agrees to such terms in a written instrument executed by an

authorized executive officer of Seller.

2.3 Precedence.

In the event of any conflict, inconsistency, or ambiguity between these Terms and any terms or

conditions contained in Customer's documents, these Terms shall govern, prevail, and control in

all respects, notwithstanding any language in Customer's documents purporting that Customer's

terms shall govern or take precedence.

2.4 No Modification by Course of Dealing.

No course of prior dealing between the parties, course of performance, usage of trade, or parol

or extrinsic evidence of any nature shall be used to supplement, modify, contradict, or vary

these Terms.

2.5 Amendments.

These Terms may be amended, modified, supplemented, or waived only by a written instrument

expressly referencing these Terms and executed by an authorized executive officer of Seller. No

employee, agent, sales representative, or other representative of Seller has authority to bind

Seller to any oral representation, warranty, agreement, or amendment not expressly set forth in these Terms.

ARTICLE 3. QUOTATIONS, ORDERS, AND CONTRACT FORMATION

3.1 Quotations as Invitations.

All quotations, price lists, and proposals issued by Seller are invitations to Customer to submit

an offer to purchase and do not constitute binding offers by Seller. All quotations are valid for a

period of fifteen (15) calendar days from the date of issuance unless otherwise expressly stated

in writing by Seller, and are subject to withdrawal or revision by Seller at any time prior to

Seller's acceptance.

3.2 Binding Contract Formation.

No contract for the sale of Products shall be binding upon Seller until Seller issues a written

Sales Order Acknowledgment or Invoice to Customer. Seller reserves the absolute right,

exercisable in Seller's sole and unfettered discretion, to accept or reject any purchase order or portion thereof, for any reason or no reason.

3.3 Corporate Approval.

All sales are subject to review and final approval by Seller's corporate management. Seller

reserves the right to cancel or modify any Sales Order Acknowledgment prior to shipment if

such approval is not obtained.

3.4 Minimum Order Quantities.

Seller may establish minimum order quantities, minimum order values, or lot charges for certain

Products. Customer shall be responsible for any applicable minimum charges or lot premiums.

ARTICLE 4. PRICING AND PRICE ADJUSTMENTS

4.1 Applicable Prices.

Prices for Products shall be as stated in Seller's quotation, Sales Order Acknowledgment, or

Invoice. Unless otherwise expressly agreed in writing by Seller, all prices are based upon

Customer purchasing the entire quantity specified in Seller's quotation.

4.2 Partial Quantity Price Adjustment.

If Customer purchases, accepts delivery of, or orders less than the full quantity specified in

Seller's quotation, Seller reserves the right to adjust the unit price upward to reflect the reduced

quantity, and Customer agrees to pay such adjusted price.

4.3 Price Increases.

Seller expressly reserves the right to adjust and increase prices at any time prior to shipment to

reflect any increases in: (a) raw material costs; (b) energy costs; (c) labor costs; (d)

transportation and freight costs; (e) currency exchange rate fluctuations; (f) tariffs, duties, or

taxes; (g) regulatory compliance costs; or (h) any other costs of production or delivery. Seller

shall provide Customer with written notice of any such price increase, and Customer shall have

three (3) business days from receipt of such notice to cancel the order without penalty. Failure

to cancel within such period shall constitute Customer's acceptance of the price increase.

4.4 Exclusions from Price.
All prices are exclusive of and do not include any sales, use, excise, value-added, goods and

services, consumption, business, occupation, transaction, privilege, or similar taxes, customs

duties, tariffs, import or export fees, or other governmental charges, fees, or assessments of any

nature ("Taxes"), all of which shall be paid by Customer as additional charges.

ARTICLE 5. PAYMENT TERMS

5.1 Payment Due Date.

Unless otherwise expressly agreed in a writing executed by an authorized officer of Seller,

payment terms are net thirty (30) calendar days from the date of Seller's Invoice. Time is of the

essence with respect to all payment obligations.

5.2 Payment Currency and Method.

All payments shall be made in Korean Won (KRW) unless another currency is expressly agreed in

writing by Seller. Payments shall be made by wire transfer to Seller's designated bank account,

or by such other method as Seller may specify. Customer shall bear all bank charges, wire

transfer fees, and currency conversion costs.

5.3 Late Payment Interest.

Customer shall pay interest on all overdue amounts at the rate of one and one-half percent

(1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted under

the laws of the Republic of Korea, whichever is less, calculated from the Invoice date until

payment is received in full by Seller. Interest shall accrue daily and compound monthly.

5.4 Application of Payments.

All payments received by Seller shall be applied in the following order of priority: first, to Seller's

attorneys' fees and collection costs; second, to accrued interest; and third, to the outstanding

principal amount due.

5.5 Invoice Disputes.

Customer must notify Seller in writing of any dispute regarding an Invoice within ten (10)

calendar days of Customer's receipt of the Invoice, specifying in detail the nature and basis of

the dispute. Failure to provide such timely written notice shall constitute Customer's irrevocable

acceptance of the Invoice as correct, accurate, and payable in full as issued. Any disputed

amounts that are subsequently determined to be properly due shall accrue interest from the

original Invoice date.

5.6 No Setoff or Deduction.

Customer shall not be entitled to set off, deduct, counterclaim, or withhold any amounts owed

to Seller for any reason whatsoever, including any alleged breach, defect, or non-conformity. All

amounts due shall be paid in full without reduction.

ARTICLE 6. CREDIT TERMS; SECURITY INTEREST

6.1 Credit Approval.

The extension of credit terms to Customer is conditioned upon Seller's approval of Customer's

creditworthiness, which approval may be granted, conditionally granted, or withheld in Seller's

sole and absolute discretion. Seller may require payment in advance, letters of credit,

guarantees, or other security as a condition of sale.

6.2 Credit Reviews and Changes.

Seller may review and re-evaluate Customer's creditworthiness at any time. The amount of

credit extended to Customer, if any, may be increased, decreased, suspended, or revoked by

Seller at any time without prior notice to Customer. Customer shall promptly provide Seller with

current financial statements, credit references, and other financial information upon Seller's

request, and all such information shall be true, correct, complete, and not misleading in any

material respect.

6.3 Grant of Security Interest.

To secure the full, complete, and prompt payment and performance of all obligations of

Customer to Seller, whether now existing or hereafter arising, Customer hereby grants to Seller

a first priority continuing purchase money security interest in and to: (a) all Products sold by

Seller to Customer; (b) all proceeds of such Products, whether in the form of accounts

receivable, cash, or otherwise; and (c) all products manufactured, assembled, or produced by

Customer that incorporate or utilize the Products.

6.4 Perfection of Security Interest.

Customer hereby authorizes Seller to file, without Customer's signature, any and all financing

statements, continuation statements, amendments, and other documents that Seller deems

necessary or advisable to perfect, maintain, and protect Seller's security interest. Customer

agrees to execute and deliver to Seller such additional documents as Seller may request to

perfect or enforce Seller's security interest.

6.5 Restrictions on Encumbrance.

Customer shall not sell, lease, transfer, pledge, hypothecate, or create or permit to exist any

lien, security interest, or other encumbrance on the Products until Customer has paid Seller in

full, except that Customer may sell the Products or products incorporating the Products in the

ordinary course of Customer's business, subject to Seller's security interest in the proceeds.

ARTICLE 7. DELIVERY TERMS; TITLE AND RISK OF LOSS

7.1 Delivery Terms.

Unless otherwise expressly agreed in a writing executed by an authorized officer of Seller, all

sales of Products are made on an Ex Works (EXW) basis (Incoterms® 2020) at Seller's designated

facility or warehouse in the Republic of Korea.

7.2 Transfer of Title and Risk of Loss.

Title to and all risk of loss, damage, or destruction of the Products shall pass from Seller to

Customer upon delivery of the Products to the carrier at Seller's facility, regardless of: (a)

shipping terms; (b) freight payment terms; (c) freight allowances; (d) any freight prepayment by

Seller; or (e) any other term or condition. From and after such delivery to carrier, the Products

shall be at Customer's sole risk.

7.3 Customer Responsibility for Transportation.

Customer shall be solely responsible for and shall bear all costs, expenses, and risks associated

with: (a) transportation of the Products; (b) freight and shipping charges; (c) cargo insurance; (d)

loading and unloading; (e) customs clearance and brokerage; (f) import duties and tariffs; and

(g) all other logistics and delivery matters.

7.4 Delivery Dates as Estimates.

Any delivery dates, shipment dates, or lead times provided by Seller are estimates only and are

not guaranteed. Seller shall not be liable for any delays in delivery, late delivery, or failure to

deliver, and such delays or failures shall not constitute a breach of these Terms or give rise to

any right of cancellation, rejection, damages, or other remedy.

7.5 Partial Shipments.

Seller reserves the right to make delivery in multiple shipments. Each shipment shall constitute a separate sale, and Customer shall pay for each shipment in accordance with these Terms. Any

delay in delivery of one shipment shall not relieve Customer of its obligation to accept and pay

for other shipments.

ARTICLE 8. INSPECTION, ACCEPTANCE, AND CLAIMS

8.1 Duty to Inspect.

Customer shall thoroughly inspect all Products and all accompanying documentation, packing

lists, and shipping documents immediately upon receipt and prior to any processing, use,

alteration, or resale.

8.2 Notice of Claims.

Customer must provide Seller with written notice of any claim for shortage, non-conformity,

defect, or damage within five (5) business days of Customer's receipt of the Products. Such

written notice must specify in detail: (a) the nature and extent of the alleged shortage, nonconformity,

defect, or damage; (b) the quantity affected; (c) photographic evidence; and (d) all

relevant documentation.

8.3 Return of Non-Conforming Products.

Products claimed to be damaged, or non-conforming must be segregated, quarantined, and

returned to Seller within ten (10) business days of Customer's receipt, in the condition received,

with all original packaging, labels, certifications, and documentation intact. Products shall be

returned at Customer's expense unless Seller expressly agrees in writing to prepay return freight.

8.4 Damage in Transit Claims.

Any claim for damage occurring during transit must be accompanied by: (a) the original freight

bill or bill of lading with the carrier's notation of the damage; (b) photographs of the damaged

Products and packaging; and (c) a written report from the carrier. Customer acknowledges that

claims for damage in transit may need to be filed directly with the carrier.

8.5 Deemed Acceptance and Waiver.

Failure by Customer to comply strictly with the notice, documentation, and return requirements

set forth in Sections 8.2, 8.3, and 8.4 above shall constitute: (a) Customer's final and irrevocable

acceptance of the Products; (b) conclusive evidence that the Products fully conform to all

applicable requirements and specifications; and (c) an absolute waiver of all claims, rights, and

remedies of any kind with respect to the Products.

8.6 Processing as Acceptance.

Any processing, machining, fabrication, assembly, use, alteration, incorporation, or resale of the

Products by Customer shall constitute final and irrevocable acceptance of the Products, and

Customer shall thereafter have no right to revoke acceptance or assert any claim regarding the

Products.

ARTICLE 9. CANCELLATION, RETURNS, AND MODIFICATIONS

9.1 No Cancellation Right.

Customer shall have no right to cancel, rescind, or terminate any purchase order or contract for

the sale of Products after Seller has issued a Sales Order Acknowledgment, except with Seller's

prior written consent, which consent may be withheld in Seller's sole and absolute discretion.

9.2 Cancellation Charges for Stock Items.

If Seller, in its sole discretion, elects to permit cancellation of an order for standard stock items,

Customer shall pay to Seller a cancellation charge equal to twenty-five percent (25%) of the total

order value as liquidated damages.

9.3 No Cancellation of Processed or Custom Products.

Orders for processed Products, custom-manufactured Products, custom-sized Products, specialorder

Products, or non-stock Products may not be cancelled under any circumstances, and Customer shall

remain fully obligated to accept delivery of and pay for such Products.

9.4 Returns.

Products may not be returned without Seller's prior written authorization, which may be

granted or withheld in Seller's sole discretion. If Seller authorizes a return, Customer shall: (a)

pay a restocking fee of twenty-five percent (25%) of the purchase price; (b) bear all costs of

transportation and insurance for the return shipment; and (c) ensure that Products are returned in original, unused, and resalable condition with all original packaging and documentation.

Products that have been processed, used, altered, or damaged shall not be accepted for return

under any circumstances.

9.5 No Acceptance of Modifications.

Customer may not modify, change, or alter any purchase order after Seller has issued a Sales

Order Acknowledgment, except with Seller's prior written consent, which may be withheld in

Seller's sole discretion.

ARTICLE 10. LIMITED WARRANTY

10.1 Scope of Limited Warranty.

Seller warrants to Customer that, for a period of twelve (12) months from the date of delivery:

(a) The Products shall materially conform to the specifications expressly set forth in Seller's Sales

Order Acknowledgment or Invoice, subject to industry-standard tolerances and normal

manufacturing variations as recognized in applicable ASTM, ISO, EN, JIS, KS, AMS, or other

applicable industry standards; and

(b) Seller has good and marketable title to the Products, free and clear of all liens and

encumbrances created by or through Seller (but not including liens or encumbrances created by

Customer or third parties).

10.2 Warranty Exclusions.

The limited warranty set forth in Section 10.1 does not apply to, and Seller shall have no liability

for any defects, failures, or non-conformities caused by or resulting from:

(a) Improper storage, handling, processing, fabrication, heat treatment, machining, welding,

forming, installation, use, application, or maintenance of the Products by Customer or any third party.

(b) Use of the Products beyond their rated capacity or in applications for which they were not

designed or intended.

(c) Failure to follow Seller's instructions, recommendations, or specifications.

(d) Normal wear and tears, corrosion, or deterioration.

(e) Acts or omissions of Customer or any third party.

(f) Accident, abuse, misuse, neglect, or force majeure events.

(g) Modifications or alterations to the Products by anyone other than Seller; or

(h) Use of the Products in combination with other materials or products not supplied by Seller.

10.3 Disclaimer of Implied Warranties.

Except for the express limited warranty set forth in section 10.1, seller makes no warranties,

representations, or guarantees of any kind, whether express, implied, statutory, or otherwise,

with respect to the products or any services provided by seller. Seller expressly disclaims all

implied warranties, including without limitation any implied warranties of merchantability,

fitness for a particular purpose, fitness for a specific use or application, non-infringement, title

(except as expressly provided in section 10.1 (b)), quality, accuracy, or conformity to description

or sample. Seller does not warrant that the products are suitable, appropriate, or fit for any

particular application, use, or purpose, unless expressly agreed in a writing signed by an

authorized executive officer of seller specifically identifying such application, use, or purpose.

10.4 No Warranty Regarding Third-Party Information.

Seller makes no representation or warranty regarding the accuracy, completeness, or reliability

of any technical data, specifications, certifications, or other information provided by third-party

mills, suppliers, or producers.

ARTICLE 11. EXCLUSIVE REMEDY; LIMITATION OF LIABILITY

11.1 Exclusive Remedy.

Customer's sole, exclusive, and entire remedy for breach of the limited warranty set forth in

Article 10, or for any other claim of any kind whatsoever, shall be, at Seller's option and in

Seller's sole discretion, either:

(a) Repair or replacement of the non-conforming Products; or

(b) Credit or refund of the purchase price actually paid by Customer to Seller for the specific

non-conforming Products.

The remedies set forth in section 11.1 are customer's sole and exclusive remedies for all claims,

and seller's sole and total liability and obligation, with respect to the products or these terms.

11.2 Exclusion of Consequential and Other Damages.

In no event shall seller be liable to customer or any third party for any consequential, incidental,

indirect, special, punitive, exemplary, or similar damages of any kind, including without limitation:

(a) Lost profits, lost revenue, loss of use, or loss of business opportunity;

(b) Costs of downtime, delay, or interruption;

(c) Costs of procurement of substitute or replacement products;

(d) Costs of rework, reprocessing, or scrap;

(e) Damage to other property or equipment;

(f) Claims of customer's customers or other third parties;

(g) Loss of goodwill or reputation; or

(h) Any other economic loss or damage of any kind, regardless of the legal theory (whether

contract, tort, strict liability, negligence, warranty, or otherwise) and even if seller has been

advised of, knew of, or should have known of the possibility of such damages.

11.3 Limitation of Liability Cap.

In no event shall seller's total cumulative liability arising out of, relating to, or in connection with

the products, these terms, or any sale transaction, whether arising under contract, tort, strict

liability, negligence, warranty, or any other legal theory, exceed the actual purchase price paid

by customer to seller for the specific products directly giving rise to the claim.

11.4 Fundamental Basis of Bargain.

The limitations, exclusions, and disclaimers set forth in article 11 and in article 10 are

fundamental elements of the basis of the bargain between seller and customer. Seller would not

be able to provide the products on an economically reasonable basis without these limitations.

These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy.

ARTICLE 12. TECHNICAL ASSISTANCE AND RECOMMENDATIONS

12.1 No Obligation; No Liability.

Any technical advice, recommendations, assistance, data, or information provided by Seller or its employees or representatives regarding the selection, application, processing, fabrication,

heat treatment, machining, welding, forming, use, or performance of the Products ("Technical

Assistance") is provided as accommodation to Customer without separate charge.

12.2 Customer Responsibility.

Seller assumes no obligation, responsibility, or liability for any Technical Assistance or for the

results obtained from reliance upon such Technical Assistance. All Technical Assistance is

provided and accepted at Customer's sole risk. Customers are solely and exclusively responsible for:

(a) Determining the suitability, fitness, and appropriateness of the Products for Customer's

intended application, use, and purpose.

(b) Conducting its own testing, analysis, and evaluation.

(c) Ensuring compliance with all applicable specifications, standards, and regulatory requirements.

(d) The design, manufacture, and performance of any products manufactured, assembled, or

produced by Customer using the Products; and

(e) Compliance with all applicable safety requirements and industry’s best practices.

12.3 No Warranty.

Technical assistance does not constitute a warranty, representation, or guarantee of any kind,

and does not expand or modify the limited warranty set forth in article 10.

ARTICLE 13. AEROSPACE QUALITY MANAGEMENT REQUIREMENTS

13.1 Applicability.

The Products supplied by Seller are intended for use in aerospace applications and are subject to

Aerospace Quality Standards. Customers acknowledge that compliance with AS9100D and

related aerospace quality management standards is essential for the safety and airworthiness of

aerospace products.

13.2 Flow-Down of Quality Requirements to Customer.

Customers hereby acknowledge and agree that Customer shall comply with and flow down to

Customer's customers and sub-tier suppliers all applicable requirements set forth in these

Terms, including but not limited to:

(a) Product and service conformity requirements.

(b) Product safety requirements and awareness.

(c) Ethical behavior and compliance requirements.

(d) Material traceability and certification requirements.

(e) Counterfeit parts prevention requirements.

(f) Configuration management and change notification requirements.

(g) Nonconforming material notification and disposition requirements.

(h) Records retention requirements.

(i) Right of access provisions; and

(j) All applicable customer-specific quality requirements.

13.3 Awareness of Contribution to Product Safety.

Customer shall ensure that Customer's personnel and representatives are aware of:

(a) Their contribution to product and service conformity.

(b) Their contribution to product safety.

(c) The importance of ethical behavior; and

(d) The implications of non-conformity with quality management system requirements.

13.4 Ethical Behavior.

Customers shall maintain the highest standards of ethical business conduct and shall comply

with all applicable laws, regulations, and industry codes of conduct. Customers shall not engage

in any corrupt, fraudulent, or unethical practices, including bribery, conflicts of interest, or

misrepresentation.

ARTICLE 14. MATERIAL TRACEABILITY, CERTIFICATIONS, AND DOCUMENTATION

14.1 Traceability Documentation.

Seller shall provide material traceability documentation for the Products to the extent available

from Seller's suppliers and in accordance with applicable industry standards and Customer's

specific requirements as agreed in Seller's Sales Order Acknowledgment. Such documentation

may include, as applicable:

(a) Material Test Reports (MTRs), Mill Test Certificates (MTCs), or Certificates of Analysis

showing chemical composition, mechanical properties, and physical characteristics.

(b) Heat numbers, lot numbers, batch numbers, and other traceability identifiers.

(c) Certificates of Conformance (C of C) certifying that the Products conform to the specifications

set forth in Seller's Sales Order Acknowledgment or Invoice.

(d) Country of origin documentation and certifications.

(e) Special process certifications (e.g., heat treatment records, non-destructive testing reports).

(f) Material safety data sheets (MSDS/SDS) where applicable.

(g) Export control classification information where applicable; and

(h) Any additional certifications expressly agreed in writing and specified in Seller's Sales Order

Acknowledgment.

14.2 Limitation on Traceability.

Seller's obligation to provide traceability documentation is expressly limited to documentation

received by Seller from Seller's suppliers, mills, and producers. Seller makes no representation,

warranty, or guarantee regarding the accuracy, completeness, authenticity, or reliability of any

documentation provided by third-party suppliers, mills, or producers.

14.3 Limited Traceability Products.

Customer acknowledges and agrees that certain Products, particularly those sourced from

secondary markets, surplus sources, or non-traditional suppliers, may have limited, incomplete,

or no traceability documentation available. Seller shall inform Customer prior to shipment if full

traceability documentation is not available. Customer's acceptance of delivery of such Products

constitutes Customer's acceptance of the limited traceability.

14.4 Additional Testing by Customer.

If Customer requires traceability, testing, or verification beyond the documentation provided by

Seller, Customer shall be responsible for conducting and paying for such additional testing,

analysis, or verification at Customer's own expense.

14.5 Material Product Data and Technical Data Packages.

Seller shall provide material product data and technical data packages as specifically required

and identify in Customer's purchase order and agreed to in Seller's Sales Order

Acknowledgment. Any requirements for specific data packages, formats, or technical

documentation must be clearly identified in Customer's purchase order and accepted by Seller in writing.

ARTICLE 15. FIRST ARTICLE INSPECTION (FAI)

15.1 FAI Requirement.

If First Article Inspection (FAI) is required, such requirement must be expressly identified in

Customer's purchase order and accepted by Seller in Seller's Sales Order Acknowledgment. FAI

shall be performed in accordance with AS9102 or such other standard as may be specified and

agreed in writing.

15.2 FAI Documentation.

If FAI is required and agreed, Seller shall provide Customer with FAI documentation, including

completed AS9102 Forms 1, 2, and 3 (or equivalent), demonstrating that the production process

is capable of producing Products that conform to specified requirements.

15.3 Additional FAI Charges.

Customers acknowledge that FAI activities require significant additional inspection, testing,

documentation, and quality assurance resources. Unless otherwise expressly agreed in writing,

Customer shall pay additional charges for FAI services as specified in Seller's quotation or Sales

Order Acknowledgment.

15.4 Changes Requiring Re-FAI.

Customers acknowledge that changes to design, materials, processes, tooling, production

facilities, or suppliers may require re-performance of FAI. If such changes occur, Seller shall

notify Customer and the parties shall agree on the scope and cost of re-FAI prior to proceeding.

15.5 FAI Approval.

Customers shall review and approve or reject FAI documentation within fifteen (15) business

days of receipt. Failure to respond within such period shall be deemed approval. If Customer

rejects FAI documentation, Customer shall provide detailed written explanation of the basis for

rejection.

ARTICLE 16. PREVENTION OF COUNTERFEIT PARTS AND MATERIALS

16.1 Counterfeit Prevention Program.

Seller maintains a counterfeit parts and materials prevention program designed to minimize the

risk of counterfeit or suspect counterfeit parts entering the aerospace supply chain. Seller's

program includes:

(a) Procurement from authorized sources, original manufacturers, and their authorized

distributors to the extent commercially practicable.

(b) Supplier evaluation, qualification, and monitoring processes.

(c) Incoming inspection and verification procedures.

(d) Employee training and awareness programs; and

(e) Incident reporting and quarantine procedures.

16.2 Compliance with AS6174 and AS5553.

Seller's counterfeit prevention program is designed to align with the principles of AS6174

(Counterfeit Materiel: Assuring Acquisition of Authentic and Conforming Materiel) and AS5553

(Counterfeit Electronic Parts: Avoidance, Detection, Mitigation, and Disposition) as applicable to

Seller's operations and the Products supplied.

16.3 Customer Obligations.

Customer shall:

(a) Implement its own counterfeit parts prevention program.

(b) Immediately notify Seller in writing if Customer suspects or discovers that any Products

supplied by Seller are counterfeit or suspect counterfeit.

(c) Quarantine any suspect counterfeit Products and prevent their use or further distribution.

(d) Cooperate with Seller in any investigation of suspected counterfeit Products.

(e) Not returning suspected counterfeit Products to Seller or to any other party in the supply

chain without Seller's prior written authorization (to prevent re-entry into the supply chain); and

(f) Flow down counterfeit prevention requirements to Customer's customers and sub-tier suppliers.

16.4 Limitation of Liability for Counterfeit Parts.

Seller's total liability for any claim related to counterfeit or suspect counterfeit products shall be

limited to replacement of the affected products or refund of the purchase price for such

products, at seller's option. in no event shall seller be liable for consequential, incidental, or

indirect damages related to counterfeit or suspect counterfeit products.

16.5 Reporting to Authorities.

If counterfeit Products are confirmed, Seller and Customer shall cooperate in reporting such

counterfeit Products to appropriate governmental and industry authorities as may be required

by law or regulation.

ARTICLE 17. CONFIGURATION MANAGEMENT AND CHANGE CONTROL

17.1 Product Configuration.

Seller shall maintain configuration control over the Products in accordance with applicable

Aerospace Quality Standards and customer-specific requirements.

17.2 Notification of Changes.

Seller shall notify Customer in writing of any changes to:

(a) Product design, specifications, or characteristics.

(b) Manufacturing processes or methods.

(c) Sources of raw materials or supplier changes.

(d) Manufacturing facility locations; or

(e) Any other changes that may affect form, fit, function, performance, or interchangeability of

the Products.

17.3 Customer Approval of Changes.

For changes identified in Section 17.2 that may affect form, fit, function, or interchangeability,

Seller shall obtain Customer's prior written approval before implementing such changes and

delivering changed Products to Customer. Customer shall respond to Seller's change notification

within fifteen (15) business days. Failure to respond shall be deemed approval.

17.4 Customer-Requested Changes.

Any changes to product specifications, requirements, or delivery schedules requested by

Customer must be submitted to Seller in writing. Seller may accept or reject such change

requests in Seller's sole discretion. If Seller accepts a change request, Seller shall issue a revised

Sales Order Acknowledgment or amendment reflecting any adjustments to pricing, delivery

schedules, or other terms resulting from the change.

17.5 Documentation of Changes.

Seller shall maintain documented information regarding configuration changes in accordance

with AS9100D requirements and these Terms.

ARTICLE 18. NONCONFORMING MATERIAL HANDLING AND NOTIFICATION

18.1 Seller Notification.

If Seller discovers prior to shipment that Products do not conform to the specifications set forth

in the Sales Order Acknowledgment, Seller shall notify Customer and:

(a) Obtain Customer's approval for use-as-is, rework, or other disposition; or

(b) Rework or replace the nonconforming Products at Seller's expense; or

(c) Cancel the order and refund any amounts paid by Customer.

18.2 Customer Discovery of Nonconformity.

If Customer discovers after delivery that Products do not conform to the specifications set forth

in the Sales Order Acknowledgment, Customer shall:

(a) Immediately segregate and quarantine the nonconforming Products;

(b) Notify Seller in writing within five (5) business days in accordance with Article 8.

(c) Provide detailed description of the nonconformity with supporting documentation and evidence.

(d) Obtain Seller's written approval before any use-as-is, rework, scrap, or return; and

(e) Not ship, deliver, or otherwise transfer nonconforming Products to any third party without

Seller's prior written authorization.

18.3 Disposition of Nonconforming Products.

Seller shall determine the appropriate disposition of nonconforming Products, which may

include use-as-is (with or without repair), rework, return to Seller, scrap, or alternative

disposition. Customers shall comply with Seller's disposition instructions.

18.4 Customer Processing of Nonconforming Products.

If Customer processes, uses, incorporates, or resells any Products that Customer knows or

should know are nonconforming without Seller's prior written approval, Customer shall:

(a) Assume all liability and risk associated with such nonconforming Products.

(b) Indemnify, defend, and hold harmless Seller from all claims, damages, liabilities, and

expenses arising from Customer's use of nonconforming Products; and

(c) Waive all warranty and other claims against Seller with respect to such Products.

18.5 Nonconformity After Delivery to Customer's Customer.

If Customer delivers Products to Customer's customers and such Products are subsequently

discovered to be nonconforming, Customer shall immediately notify Seller in writing with full

details. Seller's liability shall be limited as set forth in Article 11.

ARTICLE 19. RIGHT OF ACCESS FOR VERIFICATION AND SURVEILLANCE

19.1 Right of Access.

Customer hereby grants to Seller, Seller's customers, and Regulatory Authorities, at any

reasonable time and with reasonable advance notice (except in cases of suspected

nonconformity or urgent safety concerns, where immediate access may be required), the right

of access to:

(a) Customer's facilities where Products are received, stored, processed, or used.

(b) Customer's quality management system documentation and records.

(c) All documented information related to the Products, including inspection records, test

results, traceability records, and certifications.

(d) Products supplied by Seller, including Products in process, finished products, and products

incorporating the Products; and

(e) Any other areas or records necessary to verify Customer's compliance with these Terms and

applicable Aerospace Quality Standards.

19.2 Purpose of Access.

The right of access may be exercised for purposes including but not limited to:

(a) Verification of product conformity and quality.

(b) Surveillance and monitoring of Customer's processes and controls.

(c) Investigation of nonconformities, quality issues, or safety concerns.

(d) Audit of Customer's quality management system.

(e) Verification of proper storage, handling, and use of Products.

(f) Assessment of Customer's compliance with these Terms; and

(g) Any other purpose required by law, regulation, or applicable Aerospace Quality Standards.

19.3 Customer Cooperation.

Customers shall fully cooperate with any access, inspection, or audit activities, shall provide

reasonable assistance and access to personnel, and shall promptly provide any requested

documentation or information.

19.4 Flow-Down of Right of Access.

Customers shall include comparable right of access provisions in Customer's terms and

conditions with Customer's customers and sub-tier suppliers to ensure that the right of access

extends throughout the supply chain.

19.5 No Waiver.

Seller's exercise or non-exercise of the right of access shall not constitute:

(a) Acceptance or approval of Customer's processes, controls, or quality management system.

(b) A waiver of any of Customer's obligations under these Terms.

(c) An assumption of any liability or responsibility by Seller; or

(d) A waiver of any of Seller's rights or remedies.

ARTICLE 20. RECORDS RETENTION REQUIREMENTS

20.1 Retention Period.

Customer shall maintain and retain all documented information and records related to the

Products for a minimum period of ten (10) years from the date of delivery of the Products, or for

such longer period as may be required by:

(a) Applicable laws, regulations, or regulatory authority requirements.

(b) Customer's customer requirements.

(c) Specific contractual requirements set forth in the Sales Order Acknowledgment; or

(d) Industry standards and best practices for aerospace products.

20.2 Records Subject to Retention.

Records that must be retained include, but are not limited to:

(a) All purchase orders, Sales Order Acknowledgments, Invoices, and related commercial

documentation.

(b) Material Test Reports, Mill Test Certificates, Certificates of Conformance, and all other

certifications and traceability documentation.

(c) Inspection records, test results, and quality control documentation.

(d) First Article Inspection reports and documentation.

(e) Nonconforming material reports and disposition records.

(f) Change notifications and approvals.

(g) Corrective action and preventive action records.

(h) Records of right of access visits, audits, and surveillances; and

(i) Any other records required by applicable Aerospace Quality Standards or these Terms.

20.3 Availability of Records.

Customer shall make all such records available to Seller, Seller's customers, and Regulatory

Authorities upon request in accordance with the right of access provisions of Article 19.

20.4 Format and Legibility.

Records shall be maintained in a format that ensures legibility, retrievability, and protection

from damage, deterioration, or loss. Records may be maintained in electronic or paper format,

provided that appropriate backup, security, and retrieval systems are in place.

20.5 Notification of Record Destruction or Loss.

If Customer intends to destroy records at the end of the retention period, or if records are lost,

damaged, or destroyed for any reason, Customer shall notify Seller in writing at least ninety (90)

days in advance (in the case of planned destruction) or immediately (in the case of loss or

damage).

ARTICLE 21. SPECIAL PROCESSES AND KEY CHARACTERISTICS

21.1 Special Process Controls.

If Customer performs any Special Processes on or using the Products, Customer shall:

(a) Ensure that all Special Processes are performed by qualified and certified personnel.

(b) Maintain appropriate process controls, monitoring, and validation.

(c) Maintain records of personnel qualifications and certifications.

(d) Maintain process validation and verification records.

(e) Comply with all applicable industry standards, specifications, and customer requirements for

such Special Processes; and

(f) Make all Special Process records available to Seller upon request.

21.2 Key Characteristics.

If Customer's purchase order identifies specific Key Characteristics, Seller shall, to the extent

agreed in the Sales Order Acknowledgment:

(a) Identify and control Key Characteristics during production.

(b) Provide inspection and test data for Key Characteristics; and

(c) Notify Customer of any nonconformities related to Key Characteristics.

21.3 Critical Items.

If Customer's purchase order identifies specific Critical Items, the parties shall agree in writing to

the specific controls, documentation, and other requirements applicable to such Critical Items,

which shall be set forth in the Sales Order Acknowledgment.

ARTICLE 22. FOREIGN OBJECT DEBRIS (FOD) PREVENTION

22.1 Seller's FOD Prevention.

Seller maintains a Foreign Object Debris (FOD) prevention program designed to minimize the

risk of foreign objects being included in or with the Products. Seller's FOD prevention program

includes controls for cleanliness, tool control, and packaging.

22.2 Customer's FOD Prevention Obligations.

Customer shall:

(a) Implement and maintain a FOD prevention program at Customer's facilities.

(b) Inspect Products upon receipt for any evidence of foreign objects.

(c) Maintain cleanliness and control of work areas where Products are stored, handled, or processed.

(d) Implement tool control and accountability systems.

(e) Train personnel on FOD awareness and prevention; and

(f) Ensure that no foreign objects are introduced into products manufactured using Seller's Products.

22.3 FOD Incidents.

If Customer discovers any foreign objects in or with the Products, Customer shall immediately

notify Seller in writing and provide detailed information regarding the foreign object, including

photographs and a description of circumstances of discovery.

ARTICLE 23. FORCE MAJEURE

23.1 Force Majeure Events.

Seller shall not be liable for, and shall be excused from, any delay, failure to perform, or nonperformance

of any obligation under these Terms (other than payment obligations already due)

to the extent caused by any event, circumstance, or cause beyond Seller's reasonable control,

including but not limited to:

(a) Acts of God, including earthquake, flood, storm, hurricane, typhoon, tsunami, volcanic

eruption, landslide, or other natural disasters.

(b) War (declared or undeclared), armed conflict, invasion, act of foreign enemies, terrorism,

civil war, rebellion, revolution, insurrection, military or usurped power, or civil unrest.

(c) Epidemics, pandemics, quarantines, or public health emergencies.

(d) Government actions, orders, decrees, laws, regulations, embargoes, sanctions, import or

export restrictions, trade barriers, or other governmental restrictions or interventions.

(e) Fire, explosion, or industrial accidents.

(f) Labor disputes, strikes, lockouts, slowdowns, or other labor disturbances (whether involving

Seller's employees or the employees of suppliers, carriers, or others);

(g) Shortage, inability to obtain, or interruption in supply of raw materials, energy, utilities,

components, or supplies.

(h) Supplier failures, mill shutdowns, mill delays, or supplier insolvency.

(i) Transportation disruptions, delays, or failures, including port closures, shipping delays, or

carrier failures.

(j) Equipment breakdowns, failures, or malfunctions.

(k) Cybersecurity incidents, computer system failures, or telecommunications failures.

(l) Currency restrictions, exchange control restrictions, or significant currency fluctuations; or

(m) Any other cause, whether similar or dissimilar to the foregoing, beyond Seller's reasonable control.

23.2 Seller's Rights Upon Force Majeure.

Upon the occurrence of a Force Majeure Event, Seller may, at Seller's sole option and without

liability to Customer:

(a) Suspend performance of its obligations under these Terms or any Sales Order

Acknowledgment.

(b) Extend delivery schedules for such period of time as may be reasonably necessary to

overcome the effects of the Force Majeure Event.

(c) Allocate available production capacity and available Products among Seller's customers in

any manner that Seller deems equitable, fair, and practical.

(d) Procure substitute materials from alternative sources at prevailing market prices and pass

through any increased costs to Customer.

(e) Terminate any Sales Order Acknowledgment or these Terms without liability; or

(f) Exercise any combination of the foregoing rights.

23.3 Notice.

Seller shall use commercially reasonable efforts to provide Customer with prompt written notice

of the occurrence of a Force Majeure Event, the expected duration, and the anticipated impact

on Seller's ability to perform. However, failure to provide such notice shall not affect Seller's

rights under Article 23.

23.4 No Customer Rights.

The occurrence of a Force Majeure Event shall not give Customer any right to cancel, terminate,

or reduce its obligations under these Terms, including payment obligations, except as Seller may

permit in its sole discretion.

ARTICLE 24. COMPLIANCE WITH LAWS AND EXPORT CONTROLS

24.1 Customer Compliance.

Customer shall comply with all applicable laws, statutes, ordinances, regulations, rules,

directives, and requirements of the Republic of Korea and any other jurisdiction relating to:

(a) The importation, exportation, re-exportation, transfer, use, processing, and resale of the Products.

(b) Export controls and trade sanctions.

(c) Anti-corruption and anti-bribery laws.

(d) Environmental, health, and safety regulations.

(e) Labor and employment laws.

(f) Data protection and privacy laws.

(g) Aerospace regulations and airworthiness requirements; and

(h) Any other applicable legal or regulatory requirements.

24.2 Permits and Licenses.

Customer is solely responsible for obtaining all necessary governmental permits, licenses,

approvals, authorizations, and certifications required for the importation, use, processing, and

resale of the Products. Seller shall have no responsibility or obligation to obtain any such

permits or licenses on behalf of Customer.

24.3 Export Controls.

Customer shall comply with all applicable export control laws and regulations, including but not

limited to the export control laws of the Republic of Korea, the United States (including the

Export Administration Regulations and the International Traffic in Arms Regulations), the

European Union, and any other applicable jurisdiction. Customer shall not export, re-export,

transfer, or provide access to the Products, or any product manufactured using the Products, to:

(a) Any prohibited, embargoed, or sanctioned country, territory, or region.

(b) Any prohibited, denied, blocked, or restricted person or entity; or

(c) Any prohibited end-use or end-user.

24.4 Export Classification.

If requested by Customer, Seller shall provide, to the extent available, information regarding the

export control classification of the Products. Customer acknowledges that export control

classifications may change and that Customer is responsible for making its own determination of

applicable export classifications and compliance requirements.

ARTICLE 25. SANCTIONS AND TRADE RESTRICTIONS

25.1 Customer Representations.

Customer represents, warrants, and covenants that:

(a) Neither Customer nor any person or entity that owns, controls, or has a beneficial interest in

Customer is: (i) a designated target of economic or trade sanctions promulgated by the Republic

of Korea, the United States, the European Union, the United Nations, or any other applicable

jurisdiction; or (ii) located in, organized under the laws of, or resident in a country or territory

that is subject to comprehensive sanctions;

(b) Customer shall not use, sell, transfer, or export the Products in violation of any applicable

sanctions or trade restrictions.

(c) Customer shall not use the Products in any manner that would cause Seller to violate any

applicable sanctions or trade restrictions; and

(d) Customer shall immediately notify Seller if Customer becomes subject to any sanctions or

trade restrictions.

25.2 Seller's Right to Suspend or Terminate.

If Seller reasonably believes that Customer has violated or may violate any sanctions or trade

restrictions, or if performance would cause Seller to violate any applicable laws or regulations,

Seller may immediately suspend or terminate performance without liability to Customer.

25.3 Customer Indemnification.

Customer shall indemnify, defend, and hold harmless Seller from and against all claims, liabilities,

losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys'fees) arising

from or relating to Customer's violation of any sanctions, trade restrictions, or export control laws.

ARTICLE 26. CONFLICT MINERALS AND RESPONSIBLE SOURCING

ARTICLE 27. CUSTOMER INDEMNIFICATION

27.1 Indemnification Obligation.

Customer shall indemnify, defend (with counsel reasonably acceptable to Seller), and hold

harmless Seller and its affiliates, and their respective directors, officers, employees, agents,

representatives, successors, and assigns (collectively, the "Seller Indemnified Parties") from and

against any and all claims, demands, actions, suits, proceedings, liabilities, judgments,

settlements, losses, damages, costs, and expenses (including reasonable attorneys' fees, expert

witness fees, and costs of investigation and litigation) (collectively, "Losses") arising out of,

relating to, or resulting from:

(a) Customer's receipt, storage, handling, processing, fabrication, machining, forming, heat

treatment, welding, assembly, use, application, or resale of the Products.

(b) Any product designed, manufactured, assembled, produced, sold, or distributed by Customer

that incorporates, uses, or is manufactured using the Products.

(c) Any services provided by Customer using or relating to the Products.

(d) Customer's breach of any term, condition, representation, warranty, or obligation under these Terms.

(e) Customer's negligence, gross negligence, or willful misconduct.

(f) Customer's violation of any applicable law, regulation, or third-party right.

(g) Any claim that the Products, as used in Customer's application, as incorporated into

Customer's products, or as modified or altered by Customer, infringe, misappropriate, or violate

any patent, trademark, copyright, trade secret, or other intellectual property right of any third party.

(h) Customer's failure to comply with export control laws, sanctions, or trade restrictions.

(i) Customer's failure to comply with Aerospace Quality Standards or these Terms.

(j) Any personal injury, death, or property damage caused by Customer's products or services; or

(k) Any product recall, market withdrawal, or corrective action relating to Customer's products.

27.2 Defense and Settlement.

Seller shall notify Customer promptly of any claim for which Seller seeks indemnification.

Customer shall assume the defense of such claim with counsel reasonably acceptable to Seller.

Seller shall have the right to participate in the defense at its own expense. Customer shall not

settle any claim without Seller's prior written consent, which shall not be unreasonably withheld.

27.3 Exclusive Control.

Seller shall have the right, at its option and at Customer's expense, to assume the exclusive

defense and control of any matter subject to indemnification by Customer, in which event

Customer shall cooperate with Seller in asserting any available defenses.

ARTICLE 28. DEFAULT AND REMEDIES

28.1 Events of Default.

Customer shall be in default under these Terms upon the occurrence of any of the following events:

(a) Customer fails to pay any amount when due and such failure continues for five (5) business

days after written notice from Seller.

(b) Customer breaches any material term, condition, representation, warranty, or obligation

under these Terms and, if such breach is capable of cure, fails to cure such breach within ten

(10) business days after written notice from Seller.

(c) Customer becomes insolvent or is generally unable to pay, or fails to pay, its debts as they

become due.

(d) Customer makes an assignment for the benefit of creditors.

(e) A petition in bankruptcy, insolvency, or for reorganization or arrangement is filed by or

against Customer under any bankruptcy, insolvency, or similar law, and, if involuntary, is not

dismissed within sixty (60) days.

(f) A receiver, trustee, custodian, or liquidator is appointed for Customer or for all or a

substantial part of Customer's assets, and such appointment is not dismissed within sixty (60) days.

(g) Customer ceases or threatens to cease operations of its business.

(h) Customer's financial condition deteriorates such that, in Seller's reasonable judgment,

Customer's ability to perform its obligations under these Terms is materially impaired.

(i) Any representation or warranty made by Customer is false, incorrect, or misleading in any

material respect; or

(j) Customer violates any applicable law or regulation or becomes subject to any sanctions or trade restrictions.

28.2 Remedies Upon Default.

Upon the occurrence of any Event of Default, Seller may, at its option and without notice or

demand, exercise any one or more of the following remedies, in addition to all other rights and

remedies available to Seller at law or in equity:

(a) Declare all amounts owed by Customer under these Terms and any Sales Order

Acknowledgments immediately due and payable.

(b) Suspend or terminate performance under any or all Sales Order Acknowledgments.

(c) Cancel any or all Sales Order Acknowledgments without liability.

(d) Refuse to accept or process any new orders from Customer.

(e) Repossess any Products for which Seller has not received payment in full.

(f) Sell or otherwise dispose of any repossessed Products and apply the net proceeds (after

deduction of all costs of repossession, storage, refurbishment, sale, and collection) to amounts

owed by Customer.

(g) Withhold delivery of any Products (whether or not paid for).

(h) Terminate Seller's commercial relationship with Customer.

(i) Exercise Seller's rights under any security interest granted by Customer.

(j) Recover from Customer all costs and expenses incurred by Seller in exercising its remedies,

including reasonable attorneys' fees, expert witness fees, collection costs, repossession costs,

and litigation expenses; and

(k) Pursue any other remedy available at law or in equity.

28.3 Cumulative Remedies.

All rights and remedies of Seller under these Terms are cumulative and not exclusive, and the

exercise of any right or remedy shall not preclude the exercise of any other right or remedy.

28.4 No Waiver.

Seller's failure to exercise any right or remedy, or Seller's delay in exercising any right or remedy,

shall not constitute a waiver of such right or remedy. No single or partial exercise of any right or remedy

shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

28.5 Relief from Automatic Stay.

In the event that Customer files for bankruptcy or becomes subject to bankruptcy proceedings,

Customer agrees that:

(a) Seller is entitled to immediate relief from any automatic stay to exercise its rights and

remedies with respect to the Products and to enforce Seller's security interest.

(b) Seller is entitled to adequate protection of its interests; and

(c) Customer will not oppose any motion by Seller for relief from stay, for adequate protection,

or for any other relief to which Seller is entitled under applicable bankruptcy law.

ARTICLE 29. TAXES AND GOVERNMENTAL CHARGES

29.1 Exclusion from Price.

All prices set forth in quotations, Sales Order Acknowledgments, and Invoices are exclusive of all

Taxes (as defined in Section 4.4).

29.2 Customer Payment.

Customer shall pay or reimburse Seller for all Taxes imposed upon, arising from, or relating to

the sale, purchase, delivery, importation, exportation, use, consumption, or resale of the

Products, excluding only taxes based solely on Seller's net income.

29.3 Tax Exemptions.

If Customer claims exemption from any Tax, Customer shall provide Seller with valid tax

exemption certificates or other documentation reasonably satisfactory to Seller prior to the date

of shipment. If Customer fails to provide such documentation, Seller shall charge and Customer

shall pay all applicable Taxes.

29.4 Changes in Taxes.

If any Tax rate increases or any new Tax is imposed after the date of Seller's quotation or Sales

Order Acknowledgment, Seller may increase the price payable by Customer to reflect such

increase or new Tax.

ARTICLE 30. ASSIGNMENT AND SUBCONTRACTING

30.1 No Assignment by Customer.

Customer may not assign, transfer, delegate, or otherwise convey any of its rights, interests, or

obligations under these Terms or any Sales Order Acknowledgment, whether voluntarily,

involuntarily, by operation of law, or otherwise, without Seller's prior written consent, which

may be granted or withheld in Seller's sole and absolute discretion. Any attempted assignment

or transfer without such consent shall be null and void and of no force or effect.

30.2 Assignment by Seller.

Seller may, without Customer's consent, assign, transfer, or delegate any or all of its rights,

interests, or obligations under these Terms or any Sales Order Acknowledgment to:

(a) Any affiliate, subsidiary, or parent company of Seller.

(b) Any successor to Seller's business, whether by merger, acquisition, consolidation, sale of

assets, or otherwise.

(c) Any lender or financial institution as collateral security; or

(d) Any other person or entity, with or without cause.

30.3 Subcontracting.

Seller may subcontract any or all of its obligations under these Terms without notice to or

consent from Customer.

30.4 Binding Effect.

These Terms shall be binding upon and inure to the benefit of the parties and their respective

permitted successors, assigns, heirs, executors, administrators, and legal representatives.

ARTICLE 31. GOVERNING LAW AND DISPUTE RESOLUTION

31.1 Governing Law.

These Terms, any Sales Order Acknowledgments, and all sales of Products, and any disputes

arising out of or relating thereto, shall be governed by, construed, and enforced in accordance

with the laws of the Republic of Korea, without giving effect to any choice of law or conflict of

law rules or provisions (whether of the Republic of Korea or any other jurisdiction) that would

cause the application of the laws of any jurisdiction other than the Republic of Korea.

31.2 Exclusion of CISG and International Conventions.

The United Nations Convention on Contracts for the International Sale of Goods (CISG), the

UNIDROIT Principles of International Commercial Contracts, the Principles of European Contract

Law, and any other international conventions, treaties, or model laws relating to the sale of

goods are expressly excluded and shall not apply to these Terms or to any sale of Products.

31.3 Binding Arbitration.

Any and all disputes, controversies, or claims arising out of, relating to, or in connection with

these Terms, any Sales Order Acknowledgment, the sale of Products, or the relationship

between the parties, or the breach, termination, validity, interpretation, or enforceability

thereof (collectively, "Disputes"), shall be finally and exclusively resolved by binding arbitration

administered by the Korean Commercial Arbitration Board (KCAB) in accordance with its

arbitration rules then in effect, except as modified by these Terms.

31.4 Arbitration Procedures:

(a) Place of Arbitration: Seoul, Republic of Korea.

(b) Language: The arbitration proceedings shall be conducted in the Korean language. All

documents, evidence, and testimony shall be submitted in Korean or accompanied by certified

Korean translations at the expense of the submitting party.

(c) Number of Arbitrators: One (1) arbitrator for disputes involving amounts of KRW

100,000,000 or less; three (3) arbitrators for disputes involving amounts greater than KRW

100,000,000. If three arbitrators are required, each party shall appoint one arbitrator and the

two party-appointed arbitrators shall appoint the third arbitrator, who shall serve as chair.

(d) Rules of Evidence: The arbitrator(s) shall not be bound by strict rules of evidence or

procedure but shall conduct the proceedings in a manner that is fair, efficient, and appropriate.

(e) Costs: Each party shall bear its own attorneys' fees and costs, unless otherwise awarded by

the arbitrator(s). The costs of arbitration, including arbitrator fees and administrative fees, shall

be borne by the non-prevailing party as determined by the arbitrator(s).

(f) Award: The arbitral award shall be final, binding, and conclusive upon the parties and may

not be appealed. Judgment upon the award may be entered in any court having jurisdiction

thereof and may be enforced by any party in any court of competent jurisdiction.

(g) Confidentiality: The arbitration proceedings, including all documents, testimony, and the

award, shall be maintained in strict confidence by the parties and the arbitrator(s), except as

may be required by law or to enforce the award.

31.5 Exception for Equitable Relief.

Notwithstanding the foregoing arbitration provision, Seller may seek preliminary or permanent

injunctive relief, specific performance, or other equitable remedies in any court of competent

jurisdiction, without the necessity of arbitration, for purposes of:

(a) Protecting Seller's intellectual property rights, confidential information, or trade secrets.

(b) Enforcing payment obligations.

(c) Repossessing Products or enforcing Seller's security interest.

(d) Preventing Customer's breach of any restrictive covenant.

(e) Preventing irreparable harm; or

(f) Obtaining any provisional remedy.

Such court action shall not be deemed incompatible with or a waiver of the agreement to arbitrate.

31.6 Jurisdiction and Venue.

For any court proceedings not subject to arbitration (including proceedings to enforce an

arbitral award or to obtain equitable relief under Section 31.5), the parties hereby irrevocably

submit to the exclusive jurisdiction of the courts of Seoul, Republic of Korea, and waive any

objection to venue or inconvenient forum.

ARTICLE 32. ATTORNEYS' FEES AND COSTS

32.1 Prevailing Party.

In any arbitration, litigation, or other proceeding arising out of or relating to these Terms or the

sale of Products, the prevailing party shall be entitled to recover from the non-prevailing party

all of its costs and expenses, including but not limited to:

(a) Reasonable attorneys' fees and paralegal fees.

(b) Expert witness fees and consultant fees.

(c) Costs of investigation and discovery.

(d) Court costs, filing fees, and arbitration fees.

(e) Costs of appeals; and

(f) Costs of enforcing any judgment or award.

32.2 Collection Costs.

Customer shall reimburse Seller for all costs and expenses incurred by Seller in collecting any

amounts owed by Customer, including attorneys' fees and collection agency fees, regardless of

whether any legal proceeding is commenced.

ARTICLE 33. WAIVER

33.1 No Waiver by Conduct.

No waiver by Seller of any breach or default by Customer of any term, condition, or obligation

under these Terms shall be deemed a waiver of any subsequent or continuing breach or default

of the same or any other term, condition, or obligation.

33.2 Waiver Must Be in Writing.

Any waiver must be in writing and signed by an authorized executive officer of Seller to be effective.

33.3 No Waiver by Acceptance or Forbearance.

Seller's acceptance of late payment, defective performance, or non-conforming Products, or

Seller's forbearance to exercise any right, power, or remedy, shall not constitute a waiver of

Seller's rights or a modification of these Terms.

ARTICLE 34. SEVERABILITY

34.1 Severability.

If any provision of these Terms is held to be invalid, illegal, unenforceable, or contrary to public

policy by a court or arbitrator of competent jurisdiction, such provision shall be deemed severed

from these Terms, and the remaining provisions shall remain in full force and effect to the

maximum extent permitted by law.

34.2 Reformation.

If any provision is held to be invalid, illegal, or unenforceable, such provision shall be reformed

and construed to the extent possible to carry out its intended purpose to the maximum extent

permitted by applicable law.

ARTICLE 35. ENTIRE AGREEMENT

35.1 Entire Agreement.

These Terms, together with any Sales Order Acknowledgment and Invoice issued by Seller,

constitute the entire agreement and understanding between Seller and Customer with respect

to the sale of Products and supersede all prior and contemporaneous agreements,

understandings, negotiations, discussions, proposals, representations, warranties, and

communications, whether written or oral, between the parties concerning the subject matter hereof.

35.2 No Reliance on Prior Statements.

Customer acknowledges and agrees that Customer has not relied upon any statement,

representation, warranty, or agreement not expressly set forth in these Terms.

ARTICLE 36. NO THIRD-PARTY BENEFICIARIES

36.1 No Third-Party Rights.

These Terms are intended solely for the benefit of Seller and Customer and are not intended to

confer, and shall not be construed to confer, any rights, benefits, or remedies upon any third

party (except for the Seller Indemnified Parties as provided in Article 27).

36.2 No Enforcement by Third Parties.

No third party shall have any right to enforce any provision of these Terms.

ARTICLE 37. NOTICES

37.1 Method of Notice.

All notices, demands, requests, consents, approvals, and other communications required or

permitted under these Terms shall be in writing and shall be deemed to have been duly given when:

(a) Delivered personally.

(b) Sent by internationally recognized overnight courier service (e.g., DHL, FedEx).

(c) Sent by registered or certified mail, return receipt requested, postage prepaid; or

(d) Sent by email (provided that a confirmatory copy is sent by one of the foregoing methods

within two (2) business days).

37.2 Notice Addresses.

Notices to Seller shall be sent to the address set forth in Seller's Sales Order Acknowledgment or

Invoice, Attention: Legal Department. Notices to Customer shall be sent to the address set forth

in Customer's purchase order or such other address as Customer may designate in writing.

37.3 Change of Address.

Either party may change its notice address by providing written notice to the other party in

accordance with Article 37.

ARTICLE 38. SURVIVAL

38.1 Survival of Provisions.

The following provisions shall survive any termination, expiration, completion, or cancellation of

these Terms or any Sales Order Acknowledgment: Article 5 (Payment Terms), Article 6 (Credit

Terms; Security Interest), Article 8 (Inspection, Acceptance, and Claims), Article 10 (Limited

Warranty), Article 11 (Exclusive Remedy; Limitation of Liability), Article 13 (Aerospace Quality

Management Requirements), Article 14 (Material Traceability, Certifications, and

Documentation), Article 16 (Prevention of Counterfeit Parts and Materials), Article 19 (Right of

Access), Article 20 (Records Retention Requirements), Article 24 (Compliance with Laws and

Export Controls), Article 25 (Sanctions and Trade Restrictions), Article 27 (Customer

Indemnification), Article 28 (Default and Remedies), Article 29 (Taxes and Governmental

Charges), Article 31 (Governing Law and Dispute Resolution), Article 32 (Attorneys' Fees and

Costs), and any other provisions which by their nature should survive.

ARTICLE 39. LANGUAGE

39.1 Language Versions.

These Terms may be executed in both Korean and English language versions for convenience of reference.

39.2 Korean Language Controls.

In the event of any conflict, inconsistency, ambiguity, or discrepancy between the Korean

language version and any other language version (including English), the Korean language

version shall prevail and control in all respects.

ARTICLE 40. ELECTRONIC DOCUMENTS AND SIGNATURES

40.1 Acceptance of Electronic Documents.

Seller may accept and rely upon electronic copies, facsimile copies, PDF copies, scanned copies,

or photocopied versions of purchase orders, Sales Order Acknowledgments, and other

documents in lieu of original manually signed documents.

40.2 Validity and Enforceability.

Customers consent to the use of such electronic or copied documents and waive any objection

to their validity, admissibility, or enforceability.

40.3 Electronic Signatures.

Electronic signatures shall have the same legal effect and enforceability as manual signatures.

ARTICLE 41. INTERPRETATION AND CONSTRUCTION

41.1 Construction Against Drafter.

The parties acknowledge that these Terms have been prepared by Seller but have been made

available to Customer for review. The parties agree that these Terms shall not be construed

against either party as the drafter.

41.2 No Strict Construction.

Any ambiguity or uncertainty in these Terms shall not be construed strictly for or against either party.

ARTICLE 42. COUNTERPARTS

42.1 Multiple Counterparts.

These Terms and any amendments hereto may be executed in any number of counterparts,

each of which shall be deemed original, and all of which together shall constitute one and the

same instrument.