【正文】 reunder prior to such termination or expiration or affect or impair the rights of either party arising under this Agreement prior to such termination or expiration.ARTICLE 14. FORCE MAJEURE . Nonperformance of either party will be excused to the extent that performance is rendered impossible by fire, flood, earthquake, government acts or orders or restrictions, failure of supplier, or any other reason where failure to perform is beyond the reasonable control of and not caused by the gross negligence or willful misconduct of the nonperforming party.. If the performance of either party is delayed due to any of the above causes or events, the time for performance by such party shall be extended by the period of any such delay.ARTICLE 15. GENERAL TERMS AND CONDITIONS. No AssignmentNeither this Agreement, nor any of the obligations or liabilities of Seller hereunder, may be assigned, transferred or conveyed by Seller, by operation of law or otherwise, except upon the prior written consent of Buyer. Neither this Agreement nor any obligations of Seller hereunder shall inure to the benefit of any trustee in bankruptcy, receiver, creditor, trustee of, or successor to, the business or property of Seller, whether by operation of law or otherwise, or to a purchaser, transferee, assignee of, or successor to, all, or any part, of the capital stock, if any, the business, or the assets of Seller. In the event of an assignment of the Agreement consented to as provided hereunder, Seller shall remain obligated and liable to Buyer for the full and plete performance of this Agreement by the assignee.. Nonwaiver No waiver of any provision, default or breach of this Agreement by any of the parties hereto shall constitute a continuing waiver or a waiver of any subsequent breach or default, whether or not similar, unless expressly stated in writing signed by the waiving party.. SeverabilityThe invalidity or unenforceability of any provision of this Agreement pursuant to any applicable law shall not affect the validity or enforceability of the remaining provisions hereof, but this Agreement shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, unless, in the reasonable opinion of either party hereto, such invalid or unenforceable provisions prise an integral part of, or are otherwise inseparable from the remainder of, this Agreement, in which case this Agreement, in such jurisdiction, shall immediately terminate and be of no further force and effect.. HeadingsThe article headings used herein do not form a part of this Agreement, but are for convenience only and shall not limit or be deemed or construed in any way to affect or limit the meaning of the language of the paragraphs herein contained.. Notices :All notices, requests, demands, waivers and other munications required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, via overnight courier, by confirmed facsimile transmission or mailed, certified or registered mail, postage prepaid, return receipt requested. Such notice will be deemed to have been given as of the date it was delivered, or three (3) days after it was mailed or sent, whichever is earlier to the address set forth on the signature page hereto.. Governing LawThis Agreement and all purchase orders placed hereunder shall be governed by, and construed and enforced in accordance with the laws of the Republic of Korea.. Dispute ResolutionAny dispute, controversy and/or difference which may arise between Seller and Buyer out of or in relation to or in connection with this Agreement, or the breach hereof, which cannot be settled by mutual accord without undue delay, shall be settled by arbitration in Seoul, Korea in accordance with the rules of procedure of The Korean Commercial Arbitration Association. The award thereof shall be final and binding upon the parties hereto.. Entire AgreementThis Agreement shall be the final, plete and exclusive statement of the terms of this Agreement between Seller and Buyer. No addition to, deletion from or modification of any of the provisions of this Agreement shall be binding upon the parties unless made in writing and signed by a duly authorized representative of both parties. Any such additions, deletions or modifications shall refer specifically to this Agreement and shall also recite that they are executed pursuant to this Article. In the event of a conflict or inconsistency between anything contained in this Agreement and a Purchase Order (including any attachment thereto), this Agreement shall take precedence except to the extent that the Purchase Order explicitly provides that it is to override specific provisions contained in this Agreement.. Electronic Data InterchangeExcept any legal or confidential documents that must be delivered by the conventional delivery method described under Clause above, the Parties hereby agree to use Electronic Data Interchange (“EDI”) method when documents for business transactions between both parties are exchanged. All data exchanged in electronic merce shall be acknowledged by both parties as official documents. Both parties shall not be exempt from an obligation to fulfill a contracted deal, and shall not deny electronically transmitted data as evidence, on the ground that original copies were not provided. Under no circumstances should information obtained in the course of electronic merce be arbitrarily provided to a third party, for free or not, without Buyer39。s prior consent.IN WITNESS WHEREOF, the parties hereto, intending to be legally bound here by, have caused this Agreement to be executed by their respective authorized representatives and each party shall have one (1) copy of this Agreement.14 / 1