이용 및 판매약관 (General Terms & Conditions of Sale)

1. Applicability

1.1 These terms and conditions of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between AVENTION Co., Ltd. (주식회사 어벤션, "Seller") and the purchaser (“Purchaser”) with respect to the purchase and sale of products (“Products”) and services ("Services") indicated on Sales Documents. “Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.

1.2 These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfilment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms.

1.3 Certain Products and Services may be subject to additional terms (“Supplemental Terms”) not contained herein, which, when applicable, may be referenced on or provided with Sales Documents or Seller’s websites or provided by Seller upon request.

1.4 The Agreement between Seller and Purchaser is created when Seller confirms, acknowledges or begins to fulfil Purchaser’s order. Purchaser may not modify or cancel the Agreement without Seller’s express written consent. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.

2. Delivery and Performance

2.1 Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. Seller shall not be liable for any delays, loss or damage in transit.

2.2 Unless otherwise agreed in writing, Products are shipped using Seller's standard packaging and shipping methods, for which fees may apply. Title to Products (excluding any Software) passes to Purchaser upon arrival at the destination.

2.3 Seller may, in its sole discretion, make partial shipments of Products and invoice immediately therefor. Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Purchaser's order.

2.4 With respect to certain Products, Seller reserves the right to (a) require the purchase of entire lots; and (b) allocate supply, to the extent such allocation is deemed necessary by Seller, among any or all customers at its sole discretion, without liability for any failure of performance which may result therefrom.

3. Use of Products (연구·시험용 전용)

3.1 Purchaser shall (a) comply with all instructions, limitations, specifications, use statements or conditions of use made available by Seller, including product data, safety data sheets (SDS), limited use information and labelling (“Use Documents”), and (b) properly test, store and handle Products.

3.2 Purchaser acknowledges that Products are supplied strictly for laboratory research and development purposes ("For R&D Use Only") and are not tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or clinical diagnostic use, unless otherwise explicitly stated in Use Documents.

3.3 Purchaser has no express or implied authorisation from Seller to use Products for in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals. Purchaser shall comply with all applicable chemical safety and regulatory laws of the Republic of Korea (화학물질관리법, 산업안전보건법 등).

4. Inspection and Rejection of Nonconforming Products

4.1 Purchaser shall inspect Products no later than five (5) days after receipt ("Inspection Period"). Purchaser will be deemed to have accepted the received Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period, furnishing evidence or other documentation if required. "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than identified in the Order Confirmation.

4.2 If notified in accordance with Section 4.1, Seller shall, in its sole discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit or refund the price for such Nonconforming Products or adjust the invoice to reflect the actual quantity delivered.

5. Price and Payment

5.1 Purchaser shall purchase Products and Services from Seller at the prices confirmed by Seller in a valid quotation or Order Confirmation issued by AVENTION Co., Ltd. Online catalog prices in USD are reference prices subject to exchange rate, customs, hazardous-material handling and cold-chain shipping confirmation.

5.2 All prices are exclusive of value-added tax (VAT) and applicable special shipping/handling charges unless explicitly stated otherwise.

5.3 Purchaser shall pay all invoiced amounts according to the agreed payment terms (prepayment or approved institutional credit terms) to the bank account specified on Seller's tax invoice or quotation.

5.4 Late payments may accrue statutory commercial default interest in accordance with the Commercial Act of the Republic of Korea (대한민국 상법상 상사법정이율) and applicable laws, and Seller may suspend further deliveries until overdue balances are settled.

6. Limited Warranties & Returns

6.1 Seller warrants to Purchaser that Products will conform to published specifications at the time of shipment and for the shorter of three (3) months from shipment or the stated shelf life when stored unopened under specified conditions.

6.2 Purchaser shall not return Products without Seller’s prior written consent. Refrigerated/frozen items, air- or moisture-sensitive reagents (e.g., Energyseal), opened containers, custom-synthesized compounds, or special-order imports may not be returned except in the case of verified manufacturing nonconformity.

7. Limitation of Liability

7.1 Purchaser assumes all risk and liability for loss, damage or injury to persons or property arising out of the storage, handling or use of Products after delivery. The total liability of Seller hereunder shall not exceed the purchase price actually paid for the specific Product giving rise to the claim.

8. Governing Law, Venue & Data Protection

8.1 Governing Law and Venue: All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Republic of Korea (대한민국 법률), and any dispute shall be subject to the jurisdiction of the competent court under the Civil Procedure Act of the Republic of Korea.

8.2 Data Protection: Seller processes personal data in accordance with the Personal Information Protection Act of Korea and its Privacy Policy posted at /privacy.html. Inquiries: AVENTION Co., Ltd. (주식회사 어벤션, TEL 070-4335-8833, Email avention@avention.co.kr).