6. Prices and Currency

Prices are quoted in the currency stated in the quotation or sales order confirmation. If no currency is stated, prices are in U.S. dollars. Bank charges, correspondent-bank fees, currency-conversion charges, and withholding costs are for Customer’s account.

Prices may be adjusted before acceptance and, where stated in the quotation or order confirmation, after acceptance for changes outside SungJi’s reasonable control, including raw-material costs, exchange rates, freight, energy, packaging, government action, export restrictions, or Customer-requested changes.

7. Taxes, Duties, and Government Charges

Customer is responsible for all value-added, goods-and-services, sales, use, excise, customs, import, export, duty, brokerage, clearance, withholding, and similar taxes or charges arising from the transaction, except taxes imposed on SungJi’s net income.

If Customer is required by law to withhold an amount from payment, Customer shall provide official evidence and, unless prohibited by law or otherwise agreed in writing, increase the payment so SungJi receives the full invoiced amount.

8. Payment Terms

Unless different payment terms are expressly stated in SungJi’s quotation, pro forma invoice, sales order confirmation, or invoice, approved open-credit accounts are Net 30 days from the invoice date. All open-credit terms are subject to SungJi’s credit approval at the time of order acceptance.

Customers that have not been approved for open credit must pay in advance by T/T (wire transfer), or by another payment method expressly approved in writing by SungJi. SungJi may also require an advance payment, deposit, progress payments, an irrevocable letter of credit, or other approved security as a condition of accepting or continuing an order. For North American payment instructions, Customer may contact TAP Industrial Sales, LLC at office@tapindsales.com. Customer must independently verify all initial or changed bank instructions through a trusted contact method before transmitting funds.

SungJi may modify, suspend, or withdraw open-credit terms at any time if Customer fails to pay when due or Customer’s creditworthiness materially deteriorates. After withdrawal of credit, SungJi may require payment in advance or another approved secured payment method for any existing or future order, or any unfulfilled portion of an order.

Payment shall be made in the invoiced currency and without setoff, counterclaim, deduction, or withholding except where required by law. Customer is responsible for bank charges, correspondent-bank fees, currency-conversion charges, and withholding costs as provided in these Terms.

Past-due amounts may bear a service charge at the lower of 1.5% per month or the maximum rate permitted by applicable law. Customer shall reimburse SungJi for reasonable attorneys’ fees and other collection costs incurred because of Customer’s failure to pay or perform.

If Customer fails to pay or otherwise perform its obligations, SungJi may stop work, suspend production or delivery, revoke credit, require additional security, or cancel unfulfilled orders. SungJi’s recoverable damages may include its actual costs, committed materials, work in process, and reasonable lost margin, subject to applicable law.

9. Retention of Title

To the fullest extent permitted by applicable law, title to products remains with SungJi until all amounts relating to the products and transaction have been paid in full. Customer shall protect, identify, and not encumber unpaid products and shall assist SungJi in documenting or enforcing its retention-of-title rights.

Risk of loss transfers under the applicable Incoterms® rule or other delivery term even if title has not transferred.

10. Delivery, Lead Times, and Shipment

Delivery dates, lead times, and availability estimates are approximate unless expressly guaranteed in writing. SungJi will use commercially reasonable efforts to meet estimated dates but is not liable for delay-related penalties, chargebacks, line-down costs, liquidated damages, lost profits, or production losses.

The applicable Incoterms® 2020 rule, named place or port, and division of freight, insurance, export clearance, import clearance, and local delivery responsibility will be stated in the quotation or order confirmation. If no delivery term is stated, delivery is EXW SungJi’s designated facility in the Republic of Korea, Incoterms® 2020.

Customer shall timely provide freight-forwarder, consignee, import, routing, and documentation instructions. Partial shipments are permitted and may be invoiced separately.

11. Risk of Loss; Inspection; Acceptance

Risk transfers according to the agreed Incoterms® 2020 rule or other written delivery term. Customer shall inspect products promptly after receipt and notify SungJi in writing of visible shortage, transit damage, incorrect shipment, or reasonably discoverable nonconformity within seven calendar days.

Use, installation, modification, resale, or further shipment constitutes acceptance, except for a latent defect covered by an applicable written warranty. Customer is responsible for preserving products and evidence and for timely carrier claims where the risk is Customer’s.

12. Changes

No requested change is binding unless SungJi accepts it in writing. Changes may affect price, quantity, tooling, delivery, testing, documentation, packaging, freight, warranty, or cancellation charges.

SungJi may make non-material product or process changes that do not impair agreed function. SungJi reserves the right to make changes in the design or construction of any product at any time without incurring an obligation to make changes or alterations to products previously sold. A fixed drawing revision, material, source, special process, or approval requirement applies only if expressly accepted in writing.

13. Cancellation

After order acceptance, Customer may cancel or reduce an order only with SungJi’s written consent and payment of applicable charges, including completed products, work in process, committed materials, supplier cancellation costs, engineering, tooling, testing, documentation, freight, storage, and reasonable lost margin.

Custom, special-order, non-stock, modified, configured, or Customer-specific products may be non-cancelable and non-returnable.

14. Customer-Requested Shipment Delays; Storage

If Customer delays shipment after products are ready, SungJi may invoice the products, require payment under the original terms, and store them at Customer’s risk and expense. Customer is responsible for handling, storage, insurance, deterioration, obsolescence, freight changes, and related costs.

If Customer does not take delivery within a commercially reasonable period after notice, SungJi may ship, store, resell, reallocate, or otherwise dispose of the products and recover resulting loss and expense, subject to applicable law.

15. Returns and RMA Process

No actuator or service part may be returned without SungJi’s prior written Return Material Authorization (RMA). The customer must request an RMA from an authorized SungJi representative and provide the applicable part number, serial number, receipt or failure date, description of the problem, and customer claim or reference number. Every return shipment must include the completed RMA form.

Unless otherwise agreed in advance, actuators and approved service-part returns must be shipped freight prepaid to SungJi or an authorized return or repair facility within seven days after receipt of the return authorization. Products must be properly packaged to prevent additional damage.

After receipt, SungJi will inspect the returned product and provide a written evaluation stating whether the warranty claim is accepted and, when necessary, a repair or replacement quotation for items not covered by warranty. SungJi’s determination as to the existence of a defect shall be conclusive.

If SungJi does not receive a response to a repair quotation within 30 calendar days, the actuator may be scrapped or returned to the claim originator, and the claim originator may be invoiced for applicable debit and freight charges.

Returns of normally stocked service parts, including seal kits, bearing kits, and fabricated parts, require advance authorization. Special-order service-part returns are considered case by case. Returns for credit may be subject to a minimum restocking fee of 20 percent.

16. Warranty

SungJi Hydraulics warrants its manufactured products to be free from defective material and factory workmanship for 18 months from the date of receipt at the customer’s facility. Seal defects are warranted for 12 months from the date of receipt, excluding normal wear.

For products that, under normal use and service, disclose a covered defect, SungJi shall repair or replace the product or defective part and return the repaired or replacement product to the purchaser prepaid. Claims under this warranty will be satisfied only by repair or replacement. No cash payment or credit will be made for defective materials, workmanship, labor, or incidental charges.

Products submitted under warranty must be returned to SungJi or an authorized return point, transportation prepaid by the purchaser, for inspection. SungJi’s determination as to the existence of a defect shall be conclusive.

Any modification, alteration, misuse, abuse, or neglect voids the warranty. The customer is responsible for all expenses associated with non-warranty repairs. This warranty does not cover normal wear or consumable parts such as seals, except for the 12-month seal-defect warranty stated above or unless otherwise specified in writing.

The customer is responsible for using hydraulic oil and hydraulic systems that meet or exceed ISO Cleanliness Code 17 for hydraulic-fluid contamination and for operating the product at the correct hydraulic pressure and temperature, not exceeding the pressure and temperature ratings stated on the applicable drawings.

This warranty is in lieu of all other prior warranties, express or implied. No other company or person is authorized to represent or assume for SungJi any liability in connection with the sale of SungJi products other than as stated in this warranty.

Warranty Alignment and Priority. The warranty provisions in this Section are intended to align with the SungJi Hydraulic Rotary Actuator Standard Product Warranty dated September 6, 2019. If this Section conflicts with a specific written warranty expressly applicable to the product, the specific written product warranty controls to the extent of the conflict.

17. Limitation of Liability

To the maximum extent permitted by applicable law, the aggregate liability of SungJi and its affiliates, officers, employees, agents, representatives, suppliers, and subcontractors arising from a transaction shall not exceed the amount paid for the specific product giving rise to the claim.

IN NO EVENT SHALL SUNGJI BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR ECONOMIC LOSS, INCLUDING LOST PROFIT, REVENUE, PRODUCTION, USE, BUSINESS, GOODWILL, LINE-DOWN COSTS, FIELD LABOR, REMOVAL, INSTALLATION, RECALL, PENALTIES, OR DAMAGE TO OTHER EQUIPMENT, REGARDLESS OF THEORY. Nothing in these Terms excludes liability that cannot lawfully be excluded.

18. Customer Indemnification

Customer shall defend, indemnify, and hold harmless SungJi and its affiliates, personnel, agents, representatives, suppliers, and subcontractors from third-party claims, losses, and reasonable costs arising from Customer’s breach, negligence, willful misconduct, unlawful import or use, unsafe installation, modification, integration, resale, Customer-supplied design or specification, or failure to provide required warnings, except to the extent caused by SungJi’s proven breach or fault.

19. Product Use and Safety

Customer is responsible for safe selection, integration, guarding, installation, commissioning, operation, inspection, maintenance, and removal of products by qualified personnel and in accordance with ratings, manuals, warnings, laws, and accepted engineering and safety practices.

Customer shall not remove or obscure warnings and shall perform all application-specific hazard analyses, risk assessments, validation, machine guarding, and operator training.

20. No Engineering or Design Responsibility Unless Expressly Agreed

Unless expressly agreed in a separate signed writing, SungJi does not assume responsibility for Customer’s overall machine or system design, professional engineering, safety certification, regulatory approval, guarding, control logic, or system integration.

Recommendations, calculations, drawings, product selections, and technical discussions must be independently verified and approved by Customer’s qualified personnel.

21. Documentation, Certifications, and Special Requirements

Requirements for certificates of conformance, material certificates, inspection or test reports, country-of-origin documents, special labeling, serialization, packaging, source inspection, regulatory declarations, or customer-portal entry must be stated before order acceptance and expressly included in SungJi’s confirmation. Additional requirements may affect price and delivery.

22. Cybersecurity and Data Protection

Each party shall use commercially reasonable safeguards for confidential commercial, technical, order, payment, and personal information exchanged in the transaction and shall promptly notify the other of a material unauthorized disclosure affecting that information.

Customer shall independently verify any changed payment instructions through a trusted contact method. SungJi is not responsible for payment sent to a fraudulent account unless the loss was caused solely by SungJi’s gross negligence or willful misconduct, to the extent such limitation is lawful.

23. Intellectual Property

All patents, designs, trademarks, copyrights, trade secrets, software, drawings, manufacturing know-how, manuals, and technical materials remain the property of SungJi or their respective owners. Sale grants no license except the limited right necessary for ordinary use of the purchased product.

Customer shall not copy, disassemble, decompile, reverse engineer, counterfeit, relabel, private-label, or create derivative products or materials except as expressly authorized in writing.

24. Compliance with Laws

Each party shall comply with laws applicable to its own performance. Customer is responsible for laws and standards governing import, resale, integration, installation, operation, labeling, safety, environmental compliance, and disposal in Customer’s jurisdiction and end-use market.

Customer shall comply with applicable anti-bribery, anti-corruption, competition, labor, environmental, product-safety, and trade laws and shall not use improper payments or benefits in connection with SungJi products.

25. Export, Import, Sanctions, and Trade Restrictions

Customer shall not export, re-export, transfer, sell, supply, or use products, software, drawings, or technical data in violation of applicable export-control, sanctions, embargo, customs, anti-boycott, or restricted-party laws of the Republic of Korea, the destination country, the United Nations, or any other jurisdiction applicable to the transaction.

Customer shall provide truthful end-user, end-use, destination, classification, license, and import information. SungJi may suspend or cancel performance without liability if it reasonably believes a transaction may violate applicable trade laws or expose SungJi to sanctions or regulatory risk.

26. Force Majeure

SungJi is not liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, labor disruption, cyberattack, utility outage, government action, sanctions, export or import restriction, carrier or port disruption, customs delay, supplier failure, material shortage, or inability to obtain goods on commercially reasonable terms.

SungJi may extend delivery, allocate supply, use alternative sources, suspend performance, adjust affected commercial terms, or cancel the affected portion without liability.

27. Insurance

Customer shall maintain insurance appropriate to its operations, installation, integration, resale, and use of the products. Any requirement that SungJi provide special certificates, endorsements, additional-insured status, waivers, site access, training, or project-specific insurance must be disclosed before quotation and accepted in writing.

28. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute through direct business discussions between authorized representatives.

If unresolved within thirty days after written notice, the dispute shall be finally resolved by arbitration administered by the Korean Commercial Arbitration Board International under its applicable international arbitration rules. The seat of arbitration shall be Seoul, Republic of Korea; the language shall be English; and the tribunal shall consist of one arbitrator unless the parties agree otherwise or the applicable rules require otherwise. Either party may seek interim or conservatory relief from a competent court.

29. Governing Law; CISG

These Terms and each transaction are governed by the laws of the Republic of Korea, without regard to conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded and does not apply.

30. Notices

All notices, claims, warranty requests, return requests, disputes, and other communications relating to products sold within North America shall be directed to:

TAP Industrial Sales, LLC
2009 Mackenzie Way
Suite 100
Cranberry Twp., PA 16066
United States
Email: office@tapindsales.com
Attention: President / CEO

For notices required to be delivered directly to SungJi Hydraulics Co., Ltd. under applicable law, arbitration proceedings, or court proceedings, Customer shall also provide a copy to:

SungJi Hydraulics Co., Ltd.
580-7 Bongganggasul-ro
Daesan-myeon, Uichang-gu
Changwon-si, Gyeongsangnam-do 51124
Republic of Korea
Email: grkwon@sungjihydraulics.co.kr
Attention: President

Notices must be in writing and delivered by internationally recognized courier, registered mail, or email with confirmed receipt. Customer shall provide its notice details in its purchase order and promptly notify SungJi and TAP Industrial Sales, LLC of any change.

31. Assignment

Customer may not assign, transfer, delegate, or subcontract an order or claim without SungJi’s prior written consent. SungJi may assign or subcontract rights or obligations to an affiliate, supplier, manufacturer, service provider, financing party, or successor in an ordinary business transaction, subject to applicable law.

32. Severability

If a provision is invalid, illegal, or unenforceable, the remaining provisions remain effective. The affected provision shall be modified only to the minimum extent necessary to make it enforceable while preserving its commercial purpose.

33. Waiver

No waiver is effective unless in writing by the party against whom it is asserted. A failure or delay in enforcement is not a waiver of that or any other right.

34. Survival

Provisions that by nature should survive completion, cancellation, or termination shall survive, including payment, confidentiality, cybersecurity, intellectual property, warranty limitations, liability limitations, indemnification, dispute resolution, governing law, and compliance obligations.

35. Entire Agreement

These Terms, the quotation, SungJi’s order confirmation, invoice, specifications expressly incorporated by reference, and any separate signed agreement constitute the entire agreement for the transaction and supersede prior communications on the same subject. A modification or waiver is binding only if in writing and signed by an authorized representative of SungJi.

36. Priority of Documents

If transaction documents conflict, the following order applies unless a signed agreement expressly states otherwise:

·        Written agreement signed by authorized representatives of both parties
·        SungJi sales order confirmation
·        SungJi quotation or pro forma invoice
·        These Terms and Conditions of Sale
·        SungJi commercial invoice
·        Customer purchase order, only for product identity, accepted quantity, accepted price, delivery destination, and accepted schedule

37. Electronic Communications and Signatures

To the fullest extent permitted by law, electronic communications, scanned signatures, electronic signatures, emailed approvals, and electronically submitted purchase orders and confirmations have the same effect as originals. Customer is responsible for verifying authority and authenticity.

38. Language; Headings

These Terms are prepared in English for international transactions. Any translation is for convenience unless SungJi expressly designates another language version as controlling. If versions conflict, the English version controls, subject to applicable mandatory law.

Headings are for convenience only and do not affect interpretation.