General Terms and Conditions
DM Korea Co., Ltd.
Document Nr.: DMI-LE-140926-MZKI REV01 EN
Effective Date: 2026-10-18

These Terms apply exclusively to business-to-business (B2B) transactions and do not apply to consumer transactions.

Article 1 (Scope and Incorporation)
These General Terms and Conditions of Sale (“these Terms”) apply to all contracts for the sale of food products entered into between DM Korea Co., Ltd. (“Seller”) and business buyers (“Buyer”). Where these Terms are referenced in the Seller’s quotation or order confirmation, they form part of the relevant contract. Any terms and conditions proposed by the Buyer shall apply only where the Seller has expressly agreed to them in writing; performance by the Seller without objection shall not be deemed such agreement. These Terms may be revised from time to time, provided that contracts concluded prior to a revision shall remain governed by the version in effect at the time of conclusion.

Article 2 (Formation of Contract)
Quotations, catalogues, and product information on the Seller’s website constitute invitations to treat and do not constitute binding offers. A Buyer’s purchase order constitutes an offer, and a contract is formed only upon the Seller’s written acceptance (including by email) in the form of an Order Confirmation. The terms of the contract shall be as set out in the Order Confirmation; in the event of any conflict between the Order Confirmation and these Terms, the Order Confirmation shall prevail.

Article 3 (Price and Payment Terms)
Prices shall be as stated in the currency and amount set out in the Order Confirmation and, unless otherwise specified, are exclusive of VAT, import duties, and any other taxes or charges arising in the country of import, all of which shall be borne by the Buyer.

Unless otherwise agreed, payment terms shall be as follows: 【30】% of the contract price shall be paid as a deposit within 【7】 days of issuance of the Order Confirmation, with the balance payable prior to shipment or by an irrevocable letter of credit at sight acceptable to the Seller. Where the Seller has separately agreed in writing to extend credit terms, payment shall be due within 【30】 days of the invoice date.

Where the Buyer fails to make payment by the due date, the Seller may charge default interest at a rate of 【12】% per annum and may suspend further deliveries or require payment in advance until the outstanding amount is settled. The Buyer may not set off or withhold payment of any amount owed to the Seller against any counterclaim, unless such counterclaim has been confirmed by a final court judgment or arbitral award, or has been acknowledged by the Seller.

Article 4 (Delivery, Passing of Risk, and Delay)
Delivery terms shall be governed by Incoterms® 2020 (or such other version as the parties designate) as agreed in the individual contract, and risk shall pass to the Buyer at the point specified under the applicable Incoterm. Partial shipments are permitted, and a quantity tolerance of ±【10】% shall be accepted, with settlement based on the quantity actually delivered.

The Seller shall use reasonable efforts to meet the agreed delivery schedule. Where the Buyer delays in providing necessary cooperation — including payment of deposits, opening of letters of credit, or label approval — the delivery schedule shall be extended by a corresponding period.

Article 5 (Retention of Title)
Title to delivered products shall remain with the Seller until the Buyer has paid the purchase price for such products in full. Prior to full payment, the Buyer shall (i) store the products with the care of a prudent manager, (ii) not create any security interest or third-party right over the products, and (iii) resell the products only in the ordinary course of business, in which case any receivables arising from such resale shall be deemed assigned to the Seller to the extent of the unpaid purchase price.

Where the Buyer defaults on payment or becomes subject to insolvency proceedings, the Seller may demand the return of the products on the basis of its retained title, and the Buyer shall cooperate accordingly. Where the validity or registration requirements of this retention of title differ under the law of the country in which the products are located, the Buyer shall, at the Seller’s request, cooperate in executing such documents as are necessary to establish security of equivalent effect to the extent permitted by such law.

Article 6 (Product Warranty and Notice of Defects)
The Seller warrants that, as of the time of delivery, the products (i) conform to the specifications set out in the Order Confirmation and to any specifications requested by the Buyer in writing and accepted by the Seller in writing, (ii) comply with the food safety laws and regulations of the Republic of Korea, and (iii) have at least 【two-thirds】 of their total shelf life remaining as of delivery.

Compliance with the food standards, additive specifications, labelling, and certification requirements of the country of import shall be the Buyer’s responsibility pursuant to Article 9, and shall fall within the Seller’s warranty only where the Seller has expressly warranted such compliance in writing.

The Buyer shall inspect the products promptly upon receipt. Obvious defects and shortages must be notified in writing within 【7】 business days of arrival (container opening date), and latent defects within 【7】 days of discovery, in each case together with supporting evidence (photographs, lot numbers, storage temperature records, etc.). Failure to notify within the applicable period shall be deemed acceptance of the products. In any event, the Seller’s warranty liability shall expire on the earlier of 【12】 months from the date of delivery or the expiry of the relevant product’s shelf life.

Where a valid notice of defect is given, the Seller shall, at its discretion, either deliver replacement products or grant a price reduction. The Buyer shall not dispose of or destroy the products without the Seller’s prior consent.

The Seller’s warranty shall not apply where the Buyer has failed to comply with the storage or transport conditions specified by the Seller (including cold chain/frozen temperature ranges), or has processed, repackaged, or relabelled the products without authorization.

Article 7 (Limitation of Liability and Recall)
The Seller’s liability for damages shall be limited to the contract value of the relevant delivery, and the Seller shall not be liable for indirect or consequential damages, including loss of profit, loss of business, or reputational harm. This limitation shall not apply to damages arising from the Seller’s intent or gross negligence, death or personal injury, or any other liability that cannot be limited under mandatory law.

Where a product recall becomes necessary, the parties shall promptly notify each other and cooperate. Where a recall arises solely from the Seller’s breach of warranty, the Seller shall bear the price of the recalled products and the Buyer’s reasonable, actually incurred direct recall costs, provided that the aggregate amount shall not exceed 【100】% of the contract value of the relevant delivery.

The Seller shall maintain product liability insurance in a reasonable amount in connection with the products and shall provide a certificate of insurance upon the Buyer’s request.

Article 8 (Force Majeure)
Neither party shall be liable for delay or failure in performance arising from causes beyond its reasonable control, including natural disasters, war, epidemics, governmental measures, import/export prohibitions, or disruption of transport or raw material supply. The affected party shall notify the other party in writing within 【10】 days of the occurrence of such cause, and where such cause continues for 【60】 days or more, either party may terminate the unperformed portion of the contract by written notice. This Article shall not apply to any payment obligation that has already accrued.

Article 9 (Compliance with Import Regulations and Traceability)
The Buyer shall be responsible for compliance with the laws and regulations of the country of import relating to food import, ingredient and additive standards, labelling, customs, and clearance, and for obtaining any necessary licences or approvals. The Seller shall provide customary export documentation, including certificates of origin and health/sanitary certificates, together with product specification and ingredient information, but does not warrant that any import certification will be obtained or that customs clearance will be successful.

The Seller and the Buyer shall each retain transaction and distribution records sufficient to enable lot-level traceability of the products for a minimum of 【2】 years, and shall promptly cooperate with the other party’s reasonable requests for information in the event of a food safety incident. Where the Buyer requests additional information pursuant to the laws of the country of import (including supply-chain due diligence regulations such as the EU Deforestation Regulation), the Seller shall provide reasonable cooperation to the extent of information available to it from its own supply chain.

The parties shall comply with the economic sanctions and export control laws of the Republic of Korea, the United Nations, the European Union, the United States, and other applicable jurisdictions, and the Buyer shall not resell the products, directly or indirectly, to any sanctioned country or party.

Article 10 (Intellectual Property)
All intellectual property rights in the Seller’s trademarks, brand, recipes, packaging, and designs shall remain vested in the Seller. The Buyer may use such intellectual property solely for the purpose of promoting the contract products, and only in the form provided or approved by the Seller. The Buyer shall not, without the Seller’s prior written consent, apply for or register the Seller’s trademarks (or any similar mark) in its own name or that of any third party. Any relabelling or application of local labels to the products by the Buyer shall require the Seller’s prior written approval.

Article 11 (Confidentiality)
Each party shall keep confidential any confidential information of the other party obtained in the course of performing the contract, shall not disclose such information to any third party, and shall not use it for any purpose other than the performance of the contract. This obligation shall survive termination of the contract for a period of 【3】 years. This obligation shall not apply to information that is publicly known, is lawfully obtained from a third party, or is required to be disclosed by law or by order of a competent authority.

Article 12 (Assignment and Termination)
The Buyer may not assign its contractual position or any rights or obligations under the contract to any third party without the Seller’s prior written consent. Where a party materially breaches its obligations and fails to cure such breach within 【30】 days following written notice, or where insolvency or rehabilitation proceedings are commenced against a party, the other party may terminate the contract with immediate effect.

Article 13 (Governing Law and Dispute Resolution)
These Terms and all contracts entered into hereunder shall be governed by the laws of the Republic of Korea, with the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) expressly excluded.

Any dispute arising out of or in connection with the contract shall be finally resolved by arbitration under the International Arbitration Rules of the Korean Commercial Arbitration Board (KCAB). The seat of arbitration shall be Seoul, Republic of Korea, the tribunal shall consist of a sole arbitrator, and the language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

Article 14 (Miscellaneous)
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall replace the invalid provision with a valid provision that most closely reflects its economic intent. Amendments to these Terms shall be made only in writing, and a party’s failure to exercise any right shall not be construed as a waiver of that right.

DM Korea Co., Ltd.
Address: 45 Bongyang 7-gil, Jeongseon-eup, Jeongseon-gun, Gangwon State, 26130, Republic of Korea
Business Registration No.: 254-87-04171
Contact: info@easyontable.com