PUBLIC OFFER (COMMISSION AGENCY AGREEMENT)
1. GENERAL PROVISIONS
1.1. This Public Offer is an official offer to any individual or legal entity with legal capacity and the necessary powers to conclude a Commission Agreement (hereinafter referred to as the Agreement) with HALLA SYSTEMS СO. LTD on the conditions specified in this Public Offer and contains all the essential terms of the Agreement.
2. BASIC CONCEPTS
2.1. For the purposes of this Agreement, the following terms are used in the following meaning:
"Public Offer" - a proposal to conclude a deal, which sets out the essential terms of the Agreement, addressed to an unlimited number of persons.
"Commission Agreement" - an Agreement under which one party (HALLA SYSTEMS СO. LTD) undertakes to make one or more deals of the purchase of goods for a fee in favor of another party (PRICIPAL) on its own behalf (HALLA SYSTEMS СO. LTD), but at the expense of the PRICIPAL.
"Acceptance of Offer" - acceptance of the terms of the Agreement by placing an electronic Order (commission order) on the HALLA SYSTEMS СO. LTD website https://halla-systems.kr/ (Site) or other actions of the PRINCIPAL indicating his unconditional acceptance of all the terms of the Agreement.
"HALLA SYSTEMS СO. LTD" - a commission agent represented by Halla Systems Сo. Ltd Co. Ltd, which on a paid basis (for commission), concludes deals with Third Parties for the purchase of goods in favor of the PRINCIPAL on its own behalf.
"PRINCIPAL" - any natural or legal person who has accepted as accepted the terms of the Public Offer, instructing, thereby, HALLA SYSTEMS СO. LTD to organize at the expense of the PRINCIPAL the search and selection of Third Parties to purchase goods from them on its own behalf and conclude a contract if its required.
"Third Party" - a legal entity or individual with whom HALLA SYSTEMS СO. LTD carries out deals for the purchase of goods under this Agreement on its own behalf, but at the expense of the PRINCIPAL.
"Site" – HALLA SYSTEMS СO. LTD's website located in the domain at the address: https://halla-systems.kr/, which contains advertising and informational materials that provide information about the services of HALLA SYSTEMS СO. LTD and the conditions necessary for the formation of the Order by the PRINCIPAL.
"Order (commission order)" - a written statement describing the services required by the PRINCIPAL, duly executed using HALLA SYSTEMS СO. LTD’s Site and confirming the Acceptance of the Public Offer by the PRINCIPAL.
"List of services" - a set of services published on the Site, for the performance of which HALLA SYSTEMS СO. LTD searches and selects Third Parties in order to carry out transactions with them in favor and at the expense of the PRINCIPAL on its own behalf.
2.2. In this Agreement, terms that are not defined in clause 2.1 may be used. In this case, the interpretation of such a term is made in accordance with the text of this Agreement. In the absence of an unambiguous interpretation of the term in the text of the Agreement, one should be guided by the interpretation of the term published on HALLA SYSTEMS СO. LTD's Site.
3. SUBJECT OF THE AGREEMENT
3.1. The subject of this Agreement is the provision by HALLA SYSTEMS СO. LTD of services on a paid basis in the form of making transactions in favor of the PRINCIPANT with Third Parties for the purchase of goods on its own behalf, but at the expense of the PRINCIPAL.
3.2. Upon a deal has been made by HALLA SYSTEMS СO. LTD with a Third Party (natural or legal person), the PRICIPAL acquires all the rights and obligations of the buyer it this deal, despite the fact that the PRICIPAL was not named during the deal and did not enter into direct relations with the Third Party as a party of the deal.
3.3. The Public Offer is an official document and is published on the website at: https://halla-systems.kr/public-offer/.
3.4. HALLA SYSTEMS СO. LTD has the right to change the cost of services and make other changes to the Public Offer without prior agreement with the PRINCIPAL while ensuring that the changed conditions are published on HALLA SYSTEMS СO. LTD's Site at least one calendar day before they come into force.
4. MOMENT OF CONCLUSION OF THE AGREEMENT, ACCEPTANCE OF THE OFFER
4.1. This Agreement is presented in the form of a Public Offer, which means that it does not require the signing of a paper and / or electronic document by the parties of the Agreement and is considered concluded at the time of the legally significant actions of a potential PRINCIPAL, namely: sending an electronic Order (application) by the PRINCIPAL using the Site or other actions of the PRINCIPAL indicating its unconditional acceptance of all the terms of the Agreement.
4.2. The Agreement duly accepted by the PRINCIPAL shall have the same legal force as an ordinary written contract.
4.3. The Agreement concluded on the basis of the acceptance by the PRINCIPAL of this offer is a Commission Agreement to which the PRINCIPAL joins without any exceptions and/or restrictions.
5. ORDER OF DELIVERY - ACCEPTANCE OF WORKS AND REFUND OF THE EXPENSES OF HALLA SYSTEMS СO. LTD
5.1. HALLA SYSTEMS СO. LTD, within three working days after the completion of the PRINCIPAL’s Order, undertakes to provide him with the following documents:
- report in the form of "Order Information" sent to the email address specified by the PRINCIPAL when placing an Order on the Site;
- an extract from the bank account of HALLA SYSTEMS СO. LTD, confirming the transaction with the Third Party of HALLA SYSTEMS СO. LTD in favor of the PRINCIPAL;
- report on expenses incurred by HALLA SYSTEMS СO. LTD (if any).
5.2. After receiving the documents specified in clause 5.1 of the Agreement, the PRINCIPAL undertakes to accept the services rendered by approving the HALLA SYSTEMS СO. LTD reports, or provide HALLA SYSTEMS СO. LTD with a written reasoned objection from the acceptance of the services rendered by HALLA SYSTEMS СO. LTD. If the PRINCIPAL does not provide a written reasoned objection regarding the services provided by HALLA SYSTEMS СO. LTD within 3 working days after receiving the reports, the HALLA SYSTEMS СO. LTD reports shall be considered approved, and the Order shall be considered fulfilled.
6. COST OF SERVICES AND PAYMENT PROCEDURE UNDER THE AGREEMENT
6.1. HALLA SYSTEMS СO. LTD undertakes to provide the PRINCIPAL with goods in accordance with the prices, name, quantity and assortment on the day of the Order.
6.2. Payments for the implementation of deals by HALLA SYSTEMS СO. LTD in favor of the PRINCIPAL are made by the PRINCIPAL by transferring funds to the HALLA SYSTEMS СO. LTD settlement account in accordance with the invoice issued by HALLA SYSTEMS СO. LTD, or using other types of payments as agreed with HALLA SYSTEMS СO. LTD.
6.3. HALLA SYSTEMS СO. LTD's remuneration shall be determined by the parties of the Agreement in the amount of up to 2 percent of the cost of deals with Third Parties carried out by HALLA SYSTEMS СO. LTD in favor of the PRINCIPAL, depending on their complexity.
6.4. If HALLA SYSTEMS СO. LTD makes a deal in favor of the PRINCIPAL on terms more favorable than could have been expected at the time of placing the Order, the additional benefit from such a transaction belongs to HALLA SYSTEMS СO. LTD, and the PRINCIPAL has no right to demand or withhold it from HALLA SYSTEMS СO. LTD.
6.5. For the purposes of the Agreement, payment may be accepted from the PRINCIPAL:
- in non-cash form from the current account of the PRINCIPAL to the current account of HALLA SYSTEMS СO. LTD;
- through a bank branch;
- using other types of payments as agreed with HALLA SYSTEMS СO. LTD.
6.6. HALLA SYSTEMS СO. LTD has the right to withhold remuneration and other monetary compensations due to it under the Agreement from the prepayment received on its account from the PRINCIPAL for the purposes specified in this Agreement.
7. OBLIGATIONS AND RIGHTS OF HALLA SYSTEMS СO. LTD
7.1. HALLA SYSTEMS СO. LTD undertakes to:
7.1.1. Provide high-quality services. Take timely measures to prevent violations of the terms of the Agreement and regulate the quality of services provided.
7.1.2. Timely inform the PRINCIPAL about changes in the structure of services provided under this Agreement, and the conditions for their provision.
7.1.3. Timely inform the PRINCIPAL about changes in the terms of the Agreement by publishing the relevant information on HALLA SYSTEMS СO. LTD’s Site.
7.1.4. Prevent attempts of unauthorized access to information and / or its transfer to persons not directly related to the execution of the PRINCIPAL's Order; to detect and prevent such facts in a timely manner.
7.1.5. Act in the interests of the PRINCIPAL, organize the search and selection of reliable Third Parties to carry out transactions with them to purchase goods required by the PRINCIPAL and, if necessary, conclude relevant agreements on their own behalf with such Third Parties.
7.2. HALLA SYSTEMS СO. LTD has the right to:
7.2.1. Refuse any PRINCIPAL before confirming the start of fulfilment of the Order without explaining the reason.
7.2.2. Refuse to provide services to the PRINCIPAL after confirmation of fulfilment of the Order, in case of violation by the PRINCIPAL of the deadlines, failure to provide the documents necessary for the purposes of this Agreement and other cases in which the execution of the Agreement is impossible due to the fault of the PRINCIPAL.
7.2.3. Conclude a sub-commission agreement with another party, remaining responsible for the actions of the sub-commission agent to the PRICIPAL.
7.2.4. Demand compensation for expenses and losses incurred during the execution of the Order in favor of the PRINCIPAL, caused by untimely cancellation of the Order by the PRINCIPAL.
8. OBLIGATIONS AND RIGHTS OF THE PRINCIPAL
8.1. The PRINCIPAL undertakes to:
8.1.1. Timely, in accordance with the terms of this Agreement and the instructions of HALLA SYSTEMS СO. LTD, duly pay for the services of HALLA SYSTEMS СO. LTD.
8.2. The PRINCIPAL has the right to:
8.2.1. Receive quality services in accordance with the terms of this Agreement.
8.2.2. Receive the necessary and reliable information about the work of HALLA SYSTEMS СO. LTD and the services it provides.
8.2.3. Share its opinion with HALLA SYSTEMS СO. LTD, provide suggestions and recommendations for each type of services provided under this Agreement.
9. LIABILITY OF THE PARTIES
9.1. HALLA SYSTEMS СO. LTD is not responsible for the impossibility of servicing the PRINCIPAL for any reasons beyond its control. If it is impossible to provide services due to the fault of the PRINCIPAL, the money deposited by him as a remuneration under the Agreement shall not be returned.
9.2. HALLA SYSTEMS СO. LTD shall not be liable for any damage caused to the PRINCIPAL in the event of improper performance by the latter of obligations under this Agreement and/or violation of the legal requirements of HALLA SYSTEMS СO. LTD and/or Third Parties involved under the Agreement.
9.3. The PRINCIPAL shall be financially liable for damage to the equipment and property of HALLA SYSTEMS СO. LTD, as well as Third Parties with whom it enters into direct relations under this Agreement within the market value of such equipment and/or property.
9.4. The Parties to the Agreement shall be released from liability for violation of the terms of the Agreement if such violation is caused by force majeure circumstances (force majeure), including actions of state bodies, fire, flood, earthquake, other natural disasters, lack of electricity, strikes, civil unrest, riots, any other circumstances, not limited to those listed above, which may affect the fulfillment of the terms of the Agreement and do not depend on the will of the parties to the Agreement.
9.5. The financial responsibility of HALLA SYSTEMS СO. LTD cannot exceed the amount of the commission fee established in accordance with clause 6.3 of this Agreement.
9.6. The Agreement, its conclusion and execution are governed by the current legislation of the Republic of Korea.
9.7. In the event of improper performance of the Agreement by one of the Parties, which entailed adverse consequences for the other party, liability arises in accordance with the current legislation of the Republic of Korea.
9.8. All disputes and disagreements shall be resolved through negotiations between the Parties. If disputes and disagreements cannot be settled through negotiations, they are subject of consideration by the Arbitration Court at the location of HALLA SYSTEMS СO. LTD.
9.9. Any disputes not resolved out of court arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board. The number of arbitrators shall be one.
The seat, or legal place, of arbitral proceedings shall be Seoul/Republic of Korea.
The language to be used in the arbitral proceedings shall be English.
9.10. The claim procedure for resolving disputes is mandatory. The term for consideration of the claim is 14 calendar days from the date of receipt of the claim.
10. PERIOD OF VALIDITY, PROLONGATION, AMENDMENT, TERMINATION OF THE OFFER AGREEMENT
10.1. The Agreement shall be concluded for an indefinite period.
10.2. HALLA SYSTEMS СO. LTD reserves the right to amend the terms of the Agreement or withdraw the Offer at any time at its sole discretion.
10.3. If HALLA SYSTEMS СO. LTD makes changes to the Public Offer, such changes come into force from the moment they are published on the Site.
10.4. The PRINCIPAL agrees and acknowledges that the introduction of changes to the Offer entails the introduction of these changes into the Agreement concluded and in force between the PRINCIPAL and HALLA SYSTEMS СO. LTD, and these changes to the Agreement come into force simultaneously with the entry into force of such changes to the Offer, except for the conditions which worsen the state of the PRINCIPAL, whose Order is fully paid, but not executed by HALLA SYSTEMS СO. LTD at the time of making changes.
10.5. The PRINCIPAL has the right at any time to unilaterally refuse from the services of HALLA SYSTEMS СO. LTD. In this case, the PRINCIPAL is obliged to:
- notify HALLA SYSTEMS СO. LTD of the termination of the Agreement no later than 10 calendar days before the start of execution of the PRINCIPAL’s Order by HALLA SYSTEMS СO. LTD;
- pay HALLA SYSTEMS СO. LTD remuneration for transactions made by it under the PRINCIPAL’s Order, carried out before termination of the Agreement, as well as reimburse HALLA SYSTEMS СO. LTD for the expenses and losses incurred by him before termination of the Agreement.
11. OTHER CONDITIONS
11.1. Any notices in accordance with the Agreement may be sent to:
- by e-mail (HALLA SYSTEMS СO. LTD's email address is indicated on the Site; the PRINCIPAL’s e-mail address is indicated in his personal account when registering on the Site or (in the case of placing an Order) is indicated in the PRINCIPAL’s written application;
- by fax;
- by mail with acknowledgment of receipt.
11.2. The Agreement constitutes the entire agreement between HALLA SYSTEMS СO. LTD and the PRINCIPAL. HALLA SYSTEMS СO. LTD does not accept any additional conditions and obligations in relation to the subject of the Agreement, except for those specified in the Public Offer, unless such conditions or obligations are established in writing signed by authorized representatives of HALLA SYSTEMS СO. LTD and the PRINCIPAL.
11.3. The PRINCIPAL enters into an Offer Agreement voluntarily, while approves that he:
a) fully familiarized himself with the terms of the Public Offer,
b) fully understands the subject of the Agreement,
c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Agreement.
11.4. The PRINCIPAL has all the rights and powers necessary for the conclusion and execution of the Agreement.
12.PRIVACY
12.1. The confidentiality of information about the PRINCIPAL is ensured in accordance with the Privacy Policy of HALLA SYSTEMS СO. LTD, published on the Site and in accordance with the provisions of the Act on Protection of Information and Promotion of Utilization of Information and Communications