Retailer Terms and Conditions

By your accepting an order confirmation that has been sent or presented to you by Ledum, a Republic of Korea company, in relation to the Products (as defined herein), you (“Retailer”) hereby accept and agree to adhere to the Retailer Terms & Conditions (the “Terms”) set forth herein, effective as of the date and time of Retailer’s order submission (the “Effective Date”). Any and all items sold and/or provided by Ledum to Retailer in relation to the retail sale or potential retail sale of such items by Retailer are herein referred to as “Product” or “Products.”

Retailer Orders: An order shall not be binding on Ledum until such order (a) has been confirmed in writing by Ledum via an order confirmation or an invoice sent or presented to Retailer by Ledum (“Order Finalization Event”) and (b) if an order confirmation was sent or presented to Retailer by Ledum, Retailer has accepted such order confirmation. There shall be no modification or cancellation of any order by Retailer after an Order Finalization Event. Any orders for Products shall be handled pursuant to the then-current procedures relating to product order and shipment, which may be amended by Ledum at any time, in its sole and absolute discretion. Ledum reserves the right to reject any order, in whole or in part, for any reason, at any time. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any writing incorporated by reference into an order by Retailer) are, unless expressly agreed to in a separate writing executed by a senior officer of Ledum, rejected in their entirety and shall be deemed a material alteration hereof. Retailer hereby agrees that Ledum will not be bound by any “disclaimers,” “click-wrap,” or “click-to-approve” terms or conditions now or hereafter contained in any website used by Retailer in connection with Products or any sale thereof. The minimum value of each order by Retailer to Ledum is US$1,000.00 (wholesale cost). No order for the supply of Products by Ledum and to Retailer shall be on a sale-or-return basis.

Payment: Retailer shall provide payment to Ledum via wire transfer pursuant to the instructions provided by Ledum for the applicable order. In the event of an order for which the total value is equal to or greater than US$10,000.00 (wholesale cost), Retailer shall pay to Ledum at the time of Retailer’s acceptance of an order confirmation that has been sent or presented to Retailer by Ledum, a deposit equal to 50% of such order’s total value. Notwithstanding the foregoing, Retailer shall have the option of providing payment to Ledum via credit card (Visa, MasterCard, or American Express only) pursuant to the instructions provided by Ledum for the applicable order, if the total value of the order is equal to or greater than US$3,000.00. Retailer agrees and acknowledges that all such credit card payments shall be subject to a processing fee of 4.0% of the payment amount (before the calculation of such processing fee), to be charged by Ledum and paid by Retailer. Retailer acknowledges that any payment to Ledum shall not be considered received by Ledum until such payment has been recorded in Ledum’s account, and Ledum shall have no obligation to ship any Product ordered by Retailer until after the applicable payment from Retailer has been received by Ledum.

Minimum Advertised Prices Policy: Retailer shall set its own resale prices for Products; however, Retailer shall strictly adhere to Ledum’s minimum advertised price policy, as such may be in effect from time to time during the term of the Terms, for any and all sales by Retailer, including, without limitation, sales in store, over the telephone, or on the Internet.

Manner of Sale: Retailer may sell Products only as set forth herein. Any sale in violation of the Terms is strictly prohibited and may result in the immediate termination of Retailer’s account, in addition to other remedies.
• Retailer shall sell Products solely to end-user consumers. Retailer shall not sell to anyone a quantity of Products greater than that typically purchased by an individual for personal usage. Retailer shall not sell Products to any individual or entity that Retailer reasonably believes has the intention of reselling Products or engaging in the transshipment of Products, either domestically or internationally.
• For sales on the Internet, Retailer is permitted to market for sale or sell Products only through websites owned and operated by Retailer. Ledum, in its sole discretion, may revoke Retailer’s authorization to sell Products on such websites at any time, and Retailer shall cease marketing for sale and selling Products on such website immediately upon notice of such revocation. Retailer shall not sell Products on or through any other website, including any third-party e-commerce marketplace website (such as, by way of example and not by way of limitation, Amazon, eBay, Walmart, Etsy, Rakuten, Facebook, Alibaba, or Google Express) without the prior written consent of Ledum.
• Retailer shall be in compliance at all times with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Products.

Intellectual Property Rights; Limited Trademark Authorization: Retailer acknowledges and agrees that Ledum is the exclusive owner of all rights in and to all trademarks, marks, trade names, copyrights, patents (pending or approved), designs, logos, work in progress, and other intellectual property rights of any type or nature associated with or included with Products, including without limitation, any documentation concerning the use, development, manufacture, sale, marketing or operation of Products (the “Intellectual Property”). Retailer shall not modify, disassemble, decompile, adapt, alter, translate, or create derivative works from any materials associated or included with, or embedded into, any Product. Subject to the foregoing, Ledum grants to Retailer, subject to prior review by and written approval of Ledum, a limited non-exclusive right to use the trademark of Ledum solely in connection with the advertising, marketing and sale of Products by Retailer. Any such use shall strictly conform to Ledum brand image guidelines as in effect from time to time and any requests made by Ledum related to the trademark of Ledum (the “Brand Guidelines”). Retailer shall not do anything to compromise Ledum’s rights in and to its trademark, nor shall it adapt, use, file or attempt to file anywhere in the world, any trademarks, trade names, patents, logos, or other Intellectual Property that are in any way similar to Ledum’s Intellectual Property. Upon termination of the Terms, all rights granted herein shall be immediately revoked without the need for any further writing, and Retailer shall immediately discontinue use of the Ledum trademark, including, without limitation, any use that may have previously been authorized by Ledum. The Retailer shall not use any other logo, trademark, trade name, or service mark in combination with the Ledum trademark or other Ledum Intellectual Property. The Retailer has no right to sublicense, transfer or assign the use of the Ledum trademark for any purpose other than the limited purposes set forth herein. Retailer shall not register or use the Ledum trademark as part of any Internet domain name or social media account name. All use of the Ledum trademark by Retailer shall inure to the sole benefit of Ledum. The Intellectual Property belongs solely to Ledum and is not to be used by Retailer for any purposes whatsoever other than those expressly provided in the Terms. Ledum may revoke the ability of Retailer to use its trademark at any time for any reason whatsoever, in Ledum’s sole and absolute discretion.

Product Care & Quality Controls: Retailer shall care for Products as set forth herein.
• Retailer shall exercise due care in storing and handling Products, store Products in a cool, dry place away from any direct sunlight, extreme heat, and dampness, and in accordance with any storage and handling instructions specified by Ledum from time to time.
• Retailer shall sell Products with all labels intact. Relabeling, repackaging, misbranding, adulterating, and other alterations are not permitted. Retailer shall not tamper with, deface, or otherwise alter any identifying information on Products or packaging. Retailer shall not remove or destroy any copyright notices, trademarks, or other proprietary markings on Products, documentation, or other materials related to Products. Retailer shall not advertise, market, display, or demonstrate non-Ledum items together with Products in a manner that would create any impression that the non-Ledum items are made by, provided by, designed by, endorsed by, or in any way associated with Ledum.
• Retailer shall make itself available to respond to end-user consumer questions and concerns both before and after the sale of Products and should endeavor to respond as quickly as commercially practicable to end-user consumer inquiries about Products. Retailer and its agents shall represent Products in a professional manner and refrain from any conduct that is or could be interpreted as detrimental to the reputation of Ledum or Products. Any care instructions provided by Retailer to an end-user consumer for any Product shall be consistent with the care instructions provided by Ledum for such Product.
• Retailer shall cooperate fully and promptly with Ledum in any investigation or evaluation by Ledum of any matters related to product care and quality control of Products.

Prices: Prior to an Order Finalization Event, any and all prices for Products charged to Retailer are subject to change by Ledum without notice.
Freight: Orders for Products placed directly by Retailer to Ledum (“Direct Orders”) are shipped FOB Republic of Korea. Ledum will ship Direct Orders using the common carrier and method of its reasonable best judgment, unless clear, understandable, and reasonably comprehensive written instructions specifying otherwise are provided on such Direct Order and Ledum consents in writing to such instructions. Retailers are responsible for any and all freight charges, taxes, and customs duties related to Direct Orders. For orders for Products placed by Retailer to Ledum through a showroom or an agency (“Other Orders”), supplemental or different terms may apply with regard to freight. Ledum assumes no responsibility for common carrier time related to any transit delays.

Freight Claims: Risk of loss for any Product passes to the Retailer upon the loading of such Product on the common carrier by Ledum. Ledum shall pack Products with commercially reasonable care. Ledum shall not be responsible for Products damaged in transit once the common carrier has accepted Product. Should Retailer discover damage or loss in shipment, Retailer shall be responsible for contacting the common carrier immediately and filing a claim with the common carrier. Ledum shall provide reasonable assistance to Retailer to settle any claim by Retailer with the common carrier, for damage or loss in shipment. Ledum is not responsible for the collection of claims or the replacement of such Product. Risk of loss during shipment belongs to Retailer, and it is recommended that Retailer obtains insurance to cover its risk during Product shipment.

Change in Ownership; Contact Information: Retailer must notify Ledum in writing, by trackable mail or by e-mail (with written confirmation of receipt by Ledum), of (a) a change of 25% or more in the legal or beneficial ownership of the Retailer or (b) any change in the legal name or “doing business as” name of Retailer. Further, Retailer shall ensure that Ledum has Retailer’s most up-to-date contact information (e.g., telephone number, shipping address, billing address, and e-mail address) at all times and shall respond to any queries from Ledum comprehensively and promptly, but in no event later than three calendar days after Ledum’s query. In the event of any shipment delivered to a non-current address due to Retailer’s failure to provide Ledum with up-to-date contact information at all times, Retailer shall bear any and all costs related to return shipment, reshipment, redelivery, or shipment rerouting/redirecting.

Shortages and Errors; No Returns or Exchanges: All claims for shortages in shipment or errors by Ledum must be made in writing by Retailer via trackable overnight delivery or via e-mail (with written confirmation of receipt by Ledum) within seven calendar days of the receipt of shipment by Retailer. In the event of such shortage in shipment or error by Ledum, Ledum shall make commercially reasonable efforts to ship to Retailer any Product not received by Retailer pursuant to the original order (the “Shortage”), with the related freight costs of the Shortage borne by Ledum. In the event that Ledum does not ship to Retailer the Shortage, Retailer shall accept a credit to be applied to Retailer’s subsequent order(s) to Ledum. Excluding instances of error by Ledum, there shall be no returns or exchanges of any Product.

Force Majeure, Liability: Ledum shall not be liable for any failure or delay in performance of its obligations under the Terms arising out of or caused, directly or indirectly, by circumstances beyond Ledum’s sole and reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; labor disputes; epidemics, pandemics and/or public health events of concern; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

Termination: In the event that Retailer violates any of the terms set forth herein, Ledum reserves the right to terminate the Terms immediately, in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an “authorized retailer” and shall immediately cease (a) the sale of Products, (b) acting in a manner that may reasonably give the impression that Retailer is an authorized retailer or has any affiliation with Ledum, and (c) using any Intellectual Property.

Governing Law; Severability: Retailer’s account with Ledum, and all transactions and any disputes between Retailer and Ledum arising out of the Terms or their business relationship generally, shall be governed by and construed in accordance with the laws of the Republic of Korea. Any dispute arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Seoul Central District Court. In the event that any provision or part of the Terms is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions or parts of the Terms shall not in any way be affected or impaired thereby.

Modification: Ledum reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. Unless otherwise provided, such updates, amendments or modifications to the Terms (the “Modifications”) shall take effect immediately and Retailer’s continued use, marketing, offering for sale, or sale of Products, use of the Intellectual Property, or use of any other information or materials provided by Ledum to Retailer under the Terms following notice shall be deemed Retailer’s acceptance of the Modifications.

No Waiver; Entire Agreement: No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing, and no waiver shall be effective unless made in writing. The Terms shall constitute the entire understanding of Retailer and Ledum and supersedes all prior understandings and agreements, written or oral, between such parties with respect to the subject matter of the Terms.

Personal Certification of Retailer’s Representative: The individual accepting the Terms on behalf of Retailer certifies in his or her individual capacity that: (a) he or she is authorized to do so on behalf of Retailer; (b) to his or her knowledge after reasonable investigation, any information provided by Retailer to Ledum in relation to Retailer is a truthful and accurate representation of Retailer’s business, prospects and financial condition as of the date reflected in such information (and if there is no date reflected in such information, the date on which Retailer provided the information to Ledum); and (c) there has been no material change in Retailer’s business, prospects or financial condition between such date and the Effective Date.

Injunctive Relief: Notwithstanding anything to the contrary contained herein, if there is a breach or threatened breach of the Terms, it is agreed and understood that Ledum will have no adequate remedy in money or other damages at law. Accordingly, Ledum shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. For avoidance of doubt, no failure, refusal, neglect, delay, waiver, forbearance, or omission by Ledum to exercise any right herein shall constitute a waiver of any provision herein.