TERMS AND CONDITIONS OF SALE

1. DEFINITIONS AND HEADINGS - In this Agreement Seller shall mean HYEIN SEO and Buyer shall mean the person(s) or legal entity purchasing fashion items (the Goods) from Seller.The headings used are for convenience and shall not constrain or modify in any way the meaning of each them set out. Wherever this Agreement uses the term in writing, this shall mean by document signed or accepted by the Parties, or by letter, fax, electronic mail and by such other means as are agreed by the Parties.

2. APPLICABLE TERMS AND CONDITIONS - Only these terms and conditions shall apply to the purchase of the Goods and any other term by law, custom or usage shall be excluded except where such exclusion is prohibited by law. These terms and conditions shall constitute the entire Agreement and any prior arrangements are excluded. These terms and conditions are severable and the invalidity of any one condition shall not affect the remainder. In case the Buyer refers or attaches in the Purchase Order or Order Confirmation any other terms & conditions or includes conditions that deviate from these Terms & Conditions, these Terms & Conditions shall always prevail in case of any discrepancy between such general conditions.

3. SUBMISSION OF ORDER - Purchase Orders shall only be valid it sent by email to sales@hyeinseo.com, jino@hyeinseo.com, miji@hyeinseo.com and eugene@hyeinseo.com accompanied by a signed Agreement, or a formal acceptance in writing (in whatever technical form but always in writing), issued by the Buyer where the Buyer requests the Seller to deliver Products. Seller may at its absolute discretion accept a Purchase Order not accompanied by a signed Agreement on the basis that Buyer in submitting a Purchase Order accepts unreservedly these Terms and Conditions of Sale.

4. ACCEPTANCE OF ORDER - Seller may at its absolute discretion give notice of non-acceptance of Purchase Order within 30 days of receipt. In the absence of such notice the Purchase Order shall be deemed accepted.

5. IRREVOCABILITY OF ORDER - The Order shall become irrevocable on the part of Buyer on receipt of Seller's Order Confirmation or otherwise on receipt of any corrections thereto as set out in clause 6 below. Should Buyer decide to cancel the Order after the Seller has sent the Order Confirmation, the Buyer will be liable to pay the full amount of the Order and any legal fees the Seller might incur to recover the debt.

6. ACCURACY OF ORDER - Seller shall within 14 working days of receipt of Buyer's Quantified Purchase Order send to Buyer a Order Confirmation setting out the complete list of Goods ordered by it. Buyer shall within 7 working days of receipt of the Order Confirmation check and ensure that it contains the correct number and type of Goods. Buyer shall notify Seller of any discrepancies in the Confirmation of Order within the said 7 working days and Seller shall correct and re-issue it to Buyer but shall not correct discrepancies nor accept any changes to the Order thereafter.

7. PAYMENT - Clients shall as detailed in the terms of sale agreed pay a deposit of a set percentage of the value of each Order on receipt of Seller's Deposit Invoice. The balance shall be paid in full upon receipt of the Sales Invoice, in accordance with the terms of sale agreed with the Seller, unless agreed otherwise in writing by Seller and evidenced in the "Payment Terms" set out on the Order Confirmation.

8. OBLIGATION TO PAY - Under no circumstances shall payment for the Goods be suspended. Payment shall be made in full without any deduction or set off regardless of any claims in respect of faults or deficiencies that have or may be advanced by the Buyer.

8.1 All bank charges for each transaction must be borne by the Payer. Any handling fees deducted from the total payment amount will be added to future payments.

8.2 Seller may charge interest at a rate of 6% per annum on amounts which remain unpaid for each day past 1(one) week from the due date specified in the relevant Order Confirmation and Invoice.

9. BUYER'S DEFAULT - If the Buyer defaults on payment of any sum due to Seller under this Agreement or under any other Agreement with Seller or fails to take delivery of any Goods or if any distress or execution is levied upon it's assets or if the Buyer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy is presented or made against the Buyer or if the Buyer is a limited company and any resolution or petition for winding up (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if any administrator or an administrative receiver of such company's assets or any part thereof shall be appointed or if the Buyer shall in Seller's opinion be unable to meet any of its obligations under the Agreement then Seller shall be entitled to determine the Agreement without prejudice to any other claims or rights which Seller might possess there under and shall further be entitled to take possession of all its Goods in the possession or under the control of the Buyer as set out in 10.2 below.

10. TITLE - No legal property in or beneficial ownership of the Goods shall pass from Seller to the Buyer unless and until the Buyer has made full payment to Seller of:

10.1.1 All sums due from the Buyer to Seller under this Agreement in respect of the Goods; and

10.1.2 All other sums due from the Buyer to Seller on any account in respect of any Agreement whatsoever.

10.2 If any sum due from the Buyer to Seller in on any Agreement whatsoever remains unpaid after Seller has given to the Buyer 2 days' written notice of its intention to exercise its rights under this Agreement then the Buyer shall be deemed to have repudiated this Agreement. In such circumstances Seller shall be entitled to terminate this Agreement with immediate effect. Buyer shall forfeit any sums paid in respect of the Goods and Seller shall be entitled to recover the Goods including, if necessary, by entry into and removal from the Buyer's premises. These rights shall be in addition to Seller's statutory rights and without prejudice to any other rights or claims which Seller may have against the Buyer.

10.3 The Buyer shall be entitled to sell such Goods in the ordinary course it's business but in the event of the Buyer so doing it shall hold upon trust for Seller such part of the proceeds of sale as may be required to satisfy all sums due to Seller, together with any interest payable thereon.

10.4 Notwithstanding anything contained in these reservations of property conditions the Goods are to be at the risk of the Buyer at all times after they have been delivered to or collected by the Buyer.

11. DISPATCH - Any time or date for the dispatch or delivery of Goods at the time of Order shall be taken as an estimate made in good faith by Seller which it will use its best endeavours to fulfill but shall not be binding upon it either as a term of the Agreement or otherwise. In no circumstances shall Seller be liable for any loss or damage sustained by the Buyer in consequence of any failure by Seller to dispatch or deliver Goods within such time or in consequence of any other delay in such dispatch or delivery however caused.

11.1 The Goods are deemed to be accepted by the Buyer on delivery and Buyer's Acceptance of Goods Received Notes or the like shall not be valid under the Agreement or prevent such acceptance.

11.2 The Buyer shall be obliged to take delivery of the Goods when Seller is ready to deliver.

11.3 Once the Goods are received by the Buyer, these are to be considered irrevocably accepted and cannot be returned; unless faults are reported by the Buyer in compliance with 16, 17, 18 and 19 below and accepted by the Seller.

12. FORCE MAJEURE - Seller shall be relieved of all or any of its obligations under the Agreement to the extent that the performance of such obligation is prevented frustrated or impended in consequence of any statute regulation or Order of any government council or other authority or any strike lock-out trade dispute (whether or not involving Seller's employees) or any other cause whatsoever whether or not of a like or similar nature beyond the Seller's reasonable control.

13. PLACE AND DATE OF DELIVERY - For all purposes whatsoever delivery shall be deemed to take place when the Goods are handed over to the Buyer, it's employees, agents or shippers or upon the Buyer being notified that the Goods are ready for collection whichever first occurs.

14. TRANSPORT - The Buyer shall notify Seller of any special shipping requirements when placing its Order. The Buyer shall arrange its own transport. In the event that the Buyer fails to arrange its own transport, Seller may, but be shall not be obliged to, deliver the Goods to the Buyer the cost of which shall be borne by the Buyer. All Goods travel at the risk of and for the account of the Buyer.

15. REFERENCES AND DESCRIPTIONS - References and descriptions given by Seller in respect of any of the Goods are for identification purposes only and shall not constitute a sale by sample or type of sample (or description of the Goods so referred to or described).

16. REPORTING FAULTS - Any faults or deficiencies in the Goods must be reported in writing and accompanied by pictures, to Seller within 10 days of receipt or 2 days of discovery if latent. In any event Seller will not accept defect claims of any sort submitted later than 30 days from the date of dispatch of the Goods by Seller.

17. ACCEPTANCE OF RETURNS - No returns will be accepted unless previously authorized in writing by Seller.

18. CARRIAGE OF RETURNS - Authorized returns must be accompanied by the written authority of Seller to return the named Goods, without which no credit note shall be issued nor any credit given.

19. FAULTY GOODS - Authorization to return Goods shall not constitute acceptance of fault or deficiency on the part of the Seller. Within 5 days of receipt of authorized returns Seller shall inspect Goods and notify the Buyer of its agreement that a fault or deficiency exists or otherwise reject the claim. Goods agreed to be faulty or deficient shall be repaired or replaced solely at Seller's option. When claims are rejected Buyer shall be responsible for uplifting its Goods. Goods that are not uplifted shall be disposed of after 6 months from date of notification to uplift and Seller shall retain 25% of the disposal value for storage, handling, insurance and the like. The full purchase price shall still remain due for the Goods.

20. EXCLUSION OF LIABILITY - Other than as set out in clause 20 below, Seller does not offer any express or implied representation condition or warranty statutory or otherwise as to the state quality fitness or performance of the Goods in negligence or otherwise in tort arising out of or in connection with the supply of Goods to or to the Order of the Buyer and all such liability howsoever arising is hereby expressly excluded.

20.1 Seller shall not be liable in any manner whatsoever under this Agreement in tort in misrepresentation or otherwise for any direct or indirect or consequential loss damage or injury however caused which may arise out of or in connection with the supply of Goods to or the Order of the Buyer.

20.2 In no case shall Seller be liable to the Buyer for a sum of money in excess of the value of the Goods supplied by Seller to the Buyer the subject of the Buyer's claim.

20.3 Nothing in this condition shall excuse Seller from any liability which it may incur for death or personal injury resulting from negligence.

21. PLACE OF RE-SALE - The Goods supplied by Seller shall not be re-sold by the Buyer in any place other than that indicated on the Order Confirmation, or to any third party, external platforms or market aggregators, unless Seller shall previously authorize in writing as evidenced on the Sales Order. The Goods can be sold only at retail, meaning that all sales made to other shops, retailers or wholesalers are expressly prohibited. Sales on online stores, need to be authorized by the Seller in writing.

22. RIGHT TO AMEND - Seller shall be entitled without the Buyer's consent, to slightly amend change or alter the specification of any Goods to be supplied to the Buyer for quality and production purposes. Seller shall be entitled with the Buyer's consent, which shall not be unreasonably withheld, to amend change or alter the specification of any Goods to be supplied to the Buyer according to market conditions and demands.

23. CONSUMES - Nothing in these conditions shall affect the statutory rights of a Buyer who, in relation to Seller, "deals as consumer" as defined in Section 12 of the Unfair Agreement Terms Act 1977 or any amendment or modification thereof.

24. ACCEPTANCE OF TERMS & CONDITIONS - By confirming the Order with the Seller, by replying with acceptance to an Order Confirmation email by the Seller where these Terms & Conditions are attached, the Buyers undertakes and accepts these Terms & Conditions.

25. LAW AND JURISDICTION - In case of dispute the Korean Courts shall have exclusive jurisdiction and the court shall apply Korean law. Seller reserves to themselves alone the right to bring proceedings in the appropriate Court of the country of the Buyer or its capital in which case the law to be applied shall be that of the country of the Buyer. In case of dispute Buyer will be liable of all legal including the ones related to collection through the courts and honoraria. If any provision in these Terms & Conditions is found or becomes invalid, unlawful, or unenforceable to any extent, the provision in question will be severed from the remaining provisions of these Terms & Conditions, which will continue to be valid and enforceable to the fullest extent permitted by law. The Parties undertake to amicably negotiate replacement of such a provision with a valid and enforceable provision.