Samsung SDI

1. Purpose

The purpose of this Guidelines is to establish reasonable and fair trading practices by presenting matters to be observed in signing contracts between Samsung SDI (hereinafter “the Company”) and partner suppliers (hereinafter “supplier”) in order to ensure that suppliers with insufficient bargaining power can properly reflect their interests in signing contracts with us and to prevent us from hindering the principle of freedom of contract by abusing superior bargaining power in transactions with partners.

2. Composition of the Guidelines

The Guidelines herein consists of a) Contracting Infrastructure that we must build before signing a contract, b) Contracting with Guaranteed Self-Determination that presents desirable matters to be included by contracting parties in a situation where self-determination is guaranteed, and c) Faithful Contract Performance under Contracts and Related Laws that present matters to be observed in contract performance.

3. Contracting Infrastructure

• 1) Establishment of Criteria for Contract Signing Methods

  • ① Due criteria shall apply considering the status in the transaction and the ripple effect in the market when determining a contract signing method. The types of contract signing methods are as follows:

    • Negotiated contracting is one where a specific supplier is awarded with a contract without going through a bidding process.
    • Open competitive contracting is one where a supplier is awarded with a contract through an open competition.
    • Limited competitive contracting is one where a supplier is awarded with a contract through a competition that requires certain qualifications.
    • Nominated competitive contracting is one where a supplier from a nominated pool is awarded with a contract through a competition among the nominated suppliers.

  • ② Upon signing a contract, the contract method can be selected and operated according to the characteristics of the item in consideration of the importance of the business and the importance of the purchase amount.

    <Criticality of Purchasing Amount >

    • Price elasticity in the total purchasing amount

    <Criticality>

    • The impact of supply disruptions
    • The complexity of design
    • The complexity of manufacturing process
    • The purchasing track record
    • The market’s supply capacity
    • The competition dynamics among suppliers
    • The entry barrier
    • The geological factor of the supply market
    • The complexity of supply chain

    

  • ③ In principle, a negotiated contract with the existing supplier is maintained due to the nature of the business type, provided that any of the following contract methods may be selected and operated when registering a new supplier, with due consideration given to the criticality of the item, the number of suppliers available, prior track records, and the proportion of the amount to be contracted to the total purchasing amount.

    <Criteria for Contract Signing Methods>

    계약체결 방식(수의계약, 일반경쟁 계약, 제한경쟁 계약, 지명경쟁 계약), 요건 항목이 있는 계약체결 방식의 선택 요건표

    Method	Criteria
    Negotiated contracting	Where there is no room for competition due to a sharp rise in raw materials prices or other cases equivalent thereto; If you have no choice but to sign a contract with the current counterparty Where a supplier who manufactures or supplies the goods also undertakes to directly install, assemble, or maintain such goods; Where the goods become incompatible when it is manufactured or supplied by a supplier other than the supplier who has manufactured or supplied the goods, etc.; Where competition is virtually impossible, Construction work by a patented method or new technology When manufacturing or purchasing goods with a patent, utility model registration, or design registration; Where it is impossible to compete due to the technology or services belonging to a specific individual, or particular location, structure, quality, performance, efficiency, etc.;
    Open competitive contracting	No particular criteria set forth. To be chosen in due accordance with type and criticality of the goods, and the number of suppliers in the pool.
    Limited competitive contracting	A manufacturing contract for goods requiring special equipment or technology; A purchasing contract for goods requiring special performance or quality; A service contract requiring special technology; If necessary, financial status of bid participants, in order to prevent insolvency in the performance of contracts; When limiting the qualifications of bid participants, the restrictions and requirements must specified in the bid notice.
    Nominated competitive contracting	Where it is impractical achieve the purpose of the contract unless a supplier has specialty facilities, technology, materials, goods, or track records in light of the nature or purpose of the contract, and there are not more than ten eligible bidders; When purchasing goods certified as a standard mark or green label;

• 2) Voluntary Proposals by Prospective Suppliers

  Samsung SDI (hereinafter “the Company”) operates an online proposal system where prospective suppliers can submit proposals relating to cost reduction, quality improvement, and innovative technology. This system is implemented in both Samsung SDI’s official website and G-SRM, our Partners Portal System.

• 3) PRM (Partner Relationship Management)

  • ① We strive to establish PRM with partners to promote co-prosperity between large and small companies, and to implement open supplier management that includes new suppliers.

  • ② The Company creates SAMSUNG SDI Partners’ Association (SSP) in order to give proper motivations and incentives to be included in our SSP.

• 4) Dedicated Department for Supporting Small Companies

  • ① The Company operates a dedicated department in charge of general support for suppliers including technology, funding, trainings, proposal implementation, etc.

  • ② Co-existent Cooperation Office run under HQ Purchasing Team shall be designated as Such department.

4. Contracting with Guaranteed Self-Determination

• 1) Upon signing a contract, the Company shall comply with the following:

  • ① Advance issuance of contract documents

    • In principle, a contract shall be concluded in advance, provided that a contract should be at least signed with a name and signature prior to the start of preparation for the contracted work, i.e. delivery.
    • The contract must include the details of the subcontract, such as the subcontract price and the method of payment thereof, and what is stipulated in the Enforcement Decree, such as the requirements, methods, and procedures for adjusting the subcontract price due to price volatility of raw materials.
    • For frequently occurring transactions, a basic contract shall be first issued followed by a settlement statement upon cost settlement for transactions of the set period of time.
    • Where a change in quantity is expected due to minor and frequent additional work, a settlement agreement shall be issued immediately after the completion of delivery, etc.
    • If an additional request is made within a significantly shorter period than normally accepted, the main details shall be agreed upon in writing in advance.

  • ② Determination of unit price based on a reasonable calculation method

    • The unit price shall be determined in consultation according to a reasonable calculation method in which takes into account the quantity, quality, specifications, delivery date, payment method, material price, labor cost, market price trend, etc. and calculates appropriate management expenses and profits.
    • If, during the contract period, a ground for change in the initial unit price occurs, an application for the unit price adjustment may be filed to the other party, and in such cases, it shall be re-determined within 30 days (can be extended up to another 30 days) within the date of application upon mutual consultation.
    • If the unit price decision is delayed due to a special circumstance, a temporary unit price determined by consultation shall be applied, and in such cases, the difference between the temporary unit price and the firm unit price shall be settled retroactively when the firm unit price is determined.
    • The wage rate, which is the standard for cost calculation, shall be regularly investigated to present a realistic unit price, but such wage rate shall be determined according to the characteristics of each supplier, such as working conditions, the size of their business transactions, and the level of technology, along with average labor costs of the same industry.
    • The contract stipulates the criteria and procedures subject to consultation between the parties in the event of change in the initial unit price.
    • Details such as reasons for unit price change (fluctuations in market price, raw material price, currency, etc.), consultation period, and payment conditions shall be specified.

  • ③ Clear delivery lead time

    • The Company shall determine delivery lead time upon sufficient discussion with a supplier so as to ensure reasonable and appropriate lead time that reflects the characteristics of each industry.
    • In the event of changing the delivery lead time decided upon signing the contract, it must be clearly specified. If circumstances such as emergency order calls for shorter delivery lead time than usual, an agreement shall be reached after discussing the matter with the supplier.
    • In cases where a supplier suffers damage due to unreasonable delay or rejection in receipt of the goods even though the supplier cannot be held accountable, the Company shall compensate any damages arising from such unreasonable act.

  • ④ Objective inspection criteria

    • As for inspection of completed construction works, deliveries, etc., objective, fair, and reasonable inspection criteria and methods shall be determined in consultation with a supplier.
    • In the event of delivery, etc., a receipt shall be issued immediately even before the inspection, and the inspection shall be conducted promptly in accordance with the pre-determined inspection regulations and procedures.
    • Except in extenuating circumstances, the inspection results shall be notified within ten days of the date of receiving the delivered goods from the supplier.
    • Prior to or during the inspection period, the ordered parts shall be managed with the care of a good manager.

  • ⑤ Determination of a reasonable payment date

    • Payment shall be made to the supplier by the payment date set as short as possible within 60 days from the date of the (tax) invoice.
    • Upon receipt of advance payment, progress payment, completion payment, etc. from the Buyer, the payment due to the supplier shall be made within 15 days from the date of such receipt of the payment (or, on the payment date if it falls before such date).
    • The payment to be made to the supplier shall be of a higher cash ratio than paid by the Buyer.
    • Where the payment is made in a bill, the Company shall issue a bill valid within the validity period (from the bill issue date to the expiration date) of the bill issued by the Buyer.
    • Where the payment is made in a bill, the bill shall be discountable with financial institutions established under the law, and the discount fee (discounted as publicly set out by Fair Trade Commission) for the period from the bill issue date to the expiration date of the bill shall be paid on the day of issuing the bill.
    • Where a bill is issued within 60 days from the date of request for progress payment, a discount fee for the period beginning from the date exceeding 60 days of receiving the delivered goods, etc. to the expiration date shall be paid within 60 days from the date of such receipt.
    • Where payment is made using a payment method alternative to bill payment, fees (including loan interest) for the following period shall be paid on the payment date: beginning from the date of payment (for corporate purchase-only card, the date of payment approval, and for accounts receivable bond, the date of transmitting delivery details, etc., and for purchasing loan, the date of purchase fund payment) to the date of repayment of subcontract payments.
    • Where payment is made using a payment method alternative to bill payment within 60 days of the request for progress payment, a fee for the period beginning from the date exceeding 60 days of receiving the delivered goods, etc. to the expiration date shall be paid within 60 days from the date of such receipt.
    • Where the payment is made in excess of 60 days from the date of request for progress payment, interests at the interest rate publicly set out by Fair Trade Commission shall be paid for the excess period.

  • ⑥ Reasonable return due to defects found after delivery

    • The following matters shall be stipulated to proceed with return process by mutual agreement; those responsible for identifying the cause of the defect, the type of cause of the defect, and the pursuant allocation of liability.

  • ⑦ Cancellation and termination of a contract

    • Reasons shall be decided by agreement between the parties and shall be classified into a) cases that do not require notice" and "cases that require notice." In the event where a reason for cancellation or termination occurs, it shall be notified in writing without delay.
    • The cases that do not require notice are as follows.
      • If a party receives a disposition suspending transactions from a financial institution, or a disposition cancelling and/or suspending business from a supervisory authority.
      • If a party resolves to dissolve its business, transfer its business, or merge with another company, or both parties acknowledge that it is difficult to fulfill the contractual obligations set out in the basic contract or any individual contract due to disasters or other reasons.
    • Cases that require notice are as follows, and in such cases, the other party shall be notified to fulfill the contractual performance within a set period of no less than one month, and if such performance is not fulfilled within such set period, it shall be allowed to cancel or terminate the contract.
      • if the other party is in material breach of the main contract or any individual contract; if a company receiving the delivery, etc. delays the implementation of the matters necessary for the production of the ordered parts without due cause, resulting in disruption in a supplier’s carrying out the work;
      • if a supplier refuses to manufacture the ordered parts or delays the commencement of work without due cause, so it is deemed difficult to deliver them within the due date.
      • Where there is a reasonable ground to deem that the details of the contract cannot be smoothly executed due to insufficient technology, production, and quality control capabilities of a supplier.
        • In addition to the above matters that are to be observed in the conclusion of a contract, the following matters shall be recommended if necessary.
          • Technology Data Escrow System
            • Use of 'Technology Data Escrow System' that allows third-party institutions to deposit technology-related data to protect the original technology of a supplier
          • Improvement of frequent orders
            • Instead of placing frequent orders, which result in management instability of a supplier, present quarterly quantity predictions, preferably.

• 2) The Company and our partnered suppliers shall avoid the following matters in the conclusion of the contract.

  • ① Failure to issue written documents in advance or to retain such written documents

    • Issuing a document that fails to specify details which have yet to be finalized at the time of entrustment and fails to indicate both the reason for such failure and the scheduled date to finalize such details
    • Delay in issuing an updated document or failure to issue an updated document for a supplier even though such unfinished details have been finalized after the previous issuance of the document that failed to specify such details
    • Failure to respond in writing to a request for confirmation of the details of the orally entrusted work (order) within 15 days of receipt of such request, such as the details of the entrusted work, the subcontract price, and the date and time of the entrustment
    • Failure to sign, or provide signature or seal by the Company (a person in charge of company contracting affairs) when responding with confirmation or denial of the details of the verbally entrusted work (order)•Failure to sign, or provide signature or seal by the Company (a person in charge of company contracting affairs) when responding with confirmation or denial of the details of the verbally entrusted work (order)
    • Failure to issue a specific additional contract, work order, etc., even though the scope of additional work is distinctive and the amount thereof is considerable
    • In the case of construction works, failure to issue a change contract or cost settlement statement due to dispute over the settlement amount, despite the proof of the added or changed amount of construction works during the construction process
    • Discarding legal documents arbitrarily within three years under the main customer’s regulations, that is, failure to retain such documents for three years
    • Retention of documents (paperwork) for three years from the date of contract termination, while such documents (paperwork) are falsified or contain false details afterwards
    • Failure to retain documents related to the determination of subcontract price, such as bidding details, written approval of successful bidder award, quotations, bid invitations, specifications, etc. in cases of entrustment of construction

  • ② Unfair determination of subcontract price

    • Determining the subcontract price by reducing the unit price at a uniform rate without due cause
    • Determining the subcontract price by unilaterally allocating a certain amount regardless of the nominal amount, such as a request for cooperation, and then by reducing the relevant amount
    • Determining the subcontract price on a discriminating basis against a specific supplier without due cause, or determining the subcontract price at a low unit price without agreement with a supplier
    • Deceiving a supplier by causing misunderstanding of the terms and conditions, such as the order quantity, or by showing a quotation of another supplier or a false quotation, and using such false information to determine the price
    • In case of a negotiated contract, determining the subcontract price at an amount lower than the sum of the direct construction costs without due cause
    • In case of a competitive bid contracting, determining the subcontract price at an amount lower than the minimum bid price without due cause
    • Determining the subcontract price by uniformly lowering the unit price without objective and reasonable grounds therefor, such as drop in raw materials price or wages
    • Determining the low subcontract price on a discriminating basis against a specific supplier, even though there is no difference in payment conditions, contract volume, difficulty of work, etc.
    • Determining the subcontract price based on a large-quantity quotation when intending to place a small-quantity order
    • After entrusting manufacturing, etc. with undetermined price, determining the subcontract price below the normally paid price without consultation with a supplier
    • Requesting and taking over technical data related to delivery from a supplier, and then providing such data to other suppliers in order to lower the subcontract price based on quotations of other suppliers
    • Determining the low subcontract price on the grounds of the allocated execution budget, when such budget was allocated at a significantly low amount compared to the main contract price
    • Determining the subcontract price significantly below the normally paid price stating reasons such as export, special discount sale, giveaways, samples, etc.

  • ③ Making a verbal request for a proposal or for development

    • Revocation of development after completion of facilities or preparation for production, or making a request to lower the unit price offered at the time of verbal request

  • ④ Unreasonable interference with supplier’s management

    • Interfering with a supplier’s personnel affairs such as giving instructions or demanding the Company’s approval on appointment or dismissal of an executive or an employee, or pressing to hire a specific person against the supplier’s will
    • Interfering with sub-subcontracting process and dictating the details of such sub-subcontract such as sub-subcontract award, sub-subcontract conditions with no regard to whatsoever to the purpose of such sub-subcontract, i.e. to ensure quality maintenance, on-time delivery, etc.
    • Having construction works done by different workers than a supplier’s against such supplier’s will, even though the supplier’s execution of construction works is on the normal track without issue
    • Restricting the production items, scale of facilities, etc. of a supplier or preventing a supplier from doing business with competitors of the Company or the Company’s affiliates
    • Demanding and requesting a supplier to provide technical data, etc. related to delivery without due cause
    • Forcing a supplier to participate in special sales promotions or to purchase goods, gift vouchers, etc. of such event

  • ⑤ Failure to adjust the subcontract price despite design change, etc.

    • Despite receiving from the Buyer additional money arising from design change, economic volatility, etc., failure to pay such additional amount, or paying less than the received rate or details
    • Even after the Buyer granted the adjustment in the contract price on the grounds of design changes, economic volatility, etc., failure to increase or decrease the subcontract price within 30 days from the date of adjustment in the main contract, or adjusting it at a date exceeding such 30 days
    • Failure to pay delay interest, bill discount fee, and fees for the period beginning after 15 days of receiving additional amount from the Buyer on the grounds of design changes, economic volatility, etc., when making payment in cash, bills, or a payment method alternative to bill payment more than 15 days after the date of receiving such additional amount
    • Even after the Buyer granted an increase or decrease in the contract price on the grounds of design changes, economic volatility, etc., failure to notify a supplier of the details and reason for such increase or decrease within 15 days from the date of receiving such increase or decrease from the Buyer (unless the Buyer has given direct notice to the supplier.)

  • ⑥ Failure to adjust the subcontract price despite volatility in raw materials price, etc.

    • Failure to respond to a supplier’s request for discussion or failure to proceed with actual discussion procedures such as holding a meeting, exchanging opinions, and presenting a unit price adjustment plan despite having given the notice to proceed with such procedure
    • Failure by a person in charge and with actual authority of adjusting the unit price to engage in discussion even though 30 days have elapsed since the request for discussion was made
    • Without objective grounds such as market research, cost calculation mechanism, etc., repeatedly offering a price unacceptable by the other party

  • ⑦ Demand to have exclusive dealing

    • Stopping a supplier from engaging in business with any other companies than the party or a company designated by the party (except in cases both parties agree to maintain an exclusive deal on the grounds of joint technology development)

  • ⑧ Shifting burden of handling civil complaints

    • Shifting to a supplier burden of all economic and administrative responsibilities for handling civil complaints during construction, or, after the Buyer’s handling of complaints when there arises concern for unresolved issues or continued dispute in the future, deducting any and all expenses for such complaint handling from the progress payment due to a supplier

  • ⑨ Unfair special condition

    • Establishing unfair terms and conditions of a contract that infringes on or restricts the interests of a supplier
    • Establishing unfair terms and conditions that allocate to a supplier the burden of expenses incurred by non-contractual requests
    • Establishing unfair terms and conditions that allocate to a supplier the burden of expenses related to the handling of civil complaints, industrial accidents, etc.
    • Establishing unfair terms and conditions that allocate to a supplier the burden of expenses incurred from demanding matters not included in the bidding document

5. Faithful contractual performance under the contract and related laws

• 1) The parties of the contract shall duly observe the following matters in the performance of the contract.

  • ① Compliance with relevant laws, i.e. Civil Act

    All relevant statutes, such as the principle of good faith, the Subcontracting Act, and the Fair Trade Act, shall be observed, provided that any dispute shall be resolved in writing.

  • ② Having sufficient prior agreement and issuing written

    documents in the event of unit price reduction When reducing a unit price due to drop in raw material prices, quantity increase, etc., a reasonable basis for such reduction shall be presented for resolution.

  • ③ Adjustment of the price due to a change of contract

    If an additional cost is incurred due to a change of contract, for reasons such as an additional specification requirement, etc., the payment shall be made accordingly.

  • Recommendations
    As for cancellation or termination of a contract for reasons not set out in the provisions of the contract, notice of cancellation or termination of the contract shall be made to a supplier in writing at the earliest occasion at least two to three months before the cancellation or termination

• 2) Our company and partner companies shall refrain from the following in the performance of the contract.

  • ① Wrongful rejection of goods

    • Rejection of goods even though due to ambiguity of the entrusted work it is difficult to determine whether the delivered goods or executed work is in deviation from the entrusted work
    • Rejection of the entrusted goods on the grounds of claims, poor sales, etc. of the Buyer, a foreign import operator, or a customer
    • Rejection of goods on the grounds of delay in the delivery when actually such delay was incurred from delayed supply of raw materials or building materials thereby disrupting on-time delivery or completion of work
    • Applying higher standards than normally accepted, without even defining inspection standards
    • Rejection of goods despite having the defined inspection standards, by applying ambiguous standards or higher standards than agreed upon on the contract
    • Rejection of goods upon a supplier’s request for acceptance, for irrational reasons such as lack of storage space
    • Rejection of goods already ordered under arbitrary judgment that stable supply is not feasible because of a supplier’s bankruptcy, etc.
    • In cases of entrusting the manufacturing of multiple items, rejection of goods altogether on the grounds of defects in some of the items, or rejection of goods on the grounds of cancellation or suspension of the order by the Buyer

  • ② Unreasonable return

    • Return of goods on the grounds of the Buyer’s cancellation or economic volatility, etc.
    • Return of good for unreasonable non-acceptance based on unclear inspection standards and methods
    • Return of goods for non-acceptance owing to quality defect of raw materials supplied
    • Return of goods on the grounds of delay in the delivery caused by delayed supply of raw materials
    • Return of the accepted goods on the grounds of claims, poor sales, etc. of the Buyer, a foreign import operator, or a customer
    • Where a third-party inspection is entrusted, return of goods even though the supplier delivered the goods after meeting the third-party inspection requirements
    • Return of the delivered goods on the grounds of delay in the delivery or construction despite having approved such delay

  • ③ Unreasonable subcontract price reduction

    • Reducing the price for unreasonable reasons, such as a request for cooperation, order cancellation, economic volatility, etc., when the subcontract was entrusted without specifying conditions and relevant details for subcontract price reduction
    • Where an agreement was made on unit price reduction, reducing the price by applying such agreement to the subcontract work entrusted prior such agreement in a retroactive manner without consent
    • Reducing the price excessively on the grounds that the price is paid in cash or before the payment date
    • Reducing the price without discussion on the grounds of the supplier’s minor error that does not have a substantial effect on the occurrence of damage
    • Deducting from the price a purchasing price or cost of use more than appropriate after having the supplier purchase items required for manufacturing, repairing, constructing from the Company, or performing services, or having the supplier use the Company’s own equipment, etc.
    • Reducing the price on the grounds that market prices, material prices, etc. have fallen at the time of payment compared to the time of delivery, etc.
    • Reducing the price on the unreasonable grounds, such as operating loss or a sale price cut-down
    • Reducing the price by cutting down indirect labor expenses, general management expenses, profits, value-added tax, etc., deviating from what’s set out in the original contract
    • Shifting a burden of paying expenses legally born by the Buyer to a supplier. Expenses born by the Buyer under the Act on the Collection, etc. of Insurance Premiums for Employment Insurance and Industrial Accident Guarantee Insurance, the Occupational Safety and Health Act, etc. include employment insurance premiums, occupational safety and health management expenses, among other expenses
    • Where the Company agreed to supply materials, equipment, etc., reducing the price on the grounds that a supplier failed to deliver the supplies or complete the work because the Company delayed the agreed supply of materials, equipment, etc. or because of the unreasonable deadline demanded and set by the Company
    • Reducing the subcontract price that has been finalized, on the grounds of continuous orders, or reducing it on the grounds of specific, individual details of manufacturing or construction work despite having signed a contract on an lump-sum basis
    • Reducing the price deviating from what’s agreed in the original contract on the grounds that the supplier won the bid with low price bidding
    • Reducing the price by means that result in lower prices, such as changing the contract, even though the entrusted work and conditions remain unchanged
    • Reducing the price by shifting a burden of foreign exchange losses, etc. to a supplier, deviating from the terms and conditions of the original contract

  • ④ Unreasonable demand for economic gains

    • Demanding economic gains such as sponsorship money, incentives, subsidies, etc., on the condition of initiating a business deal or giving a large-scale business deal
    • Demanding economic gains such as sponsorship money, incentives, subsidies, etc., for unreasonable grounds, such as worsening profits or business conditions
    • Demanding economic gains, such as sponsorship money, incentives, subsidies, etc., even though a supplier has legal obligation to provide such gains

  • ⑤ Shifting a burden of expenses incurred by the Company

    • Shifting to a supplier a burden of expenses arising from the Company's wage increase or delayed internal approval process

  • ⑥ Unreasonable payment-in-kind

    • Making payment-in-kind against the supplier’s will contrary to the initial contract, and demanding that it be accepted

  • ⑦ Retaliatory measures

    • Imposing penalties such as restricting a fair chance of subcontract award or suspending business relationship on the grounds that it has reported a violation of the Subcontracting Act to the Fair Trade Commission

  • ⑧ Evasion of law

    • Acts of actually evading the application of the Subcontracting Act in relation to subcontracting
    • After making payment to the supplier under the Fair Trade Commission’s correction order, recovering such payment or deducting the amount of such payment from the payment due for delivery
    • After paying a bill discount fee, delay interest, etc. to a supplier, lowering the unit price by such paid amount

  • ⑨ Forcing purchase of goods, etc.

    • Forcing a supplier to purchase or use products, services, etc. of the Company, its affiliates, or specific companies without due cause
    • Forcing a supplier to purchase materials to be used by a supplier at a construction site without due cause or forcing them to purchase and use goods and equipment as designated the Company
    • Requesting a purchase repeatedly without due cause, even after a supplier has indicated that it has no intention of purchasing, or it is clearly recognized that the supplier has no intention of purchasing even without explicitly indicating as such

  • ⑩ Unreasonable payment request for purchase of goods, etc.

    • Having a supplier buy goods necessary for the delivery, etc. from the Company, or use equipment, etc. owned by the Company, and then forcing them to pay all or in part the purchase price or the cost of use prior to the payment date
    • Having a supplier buy goods necessary for the delivery, etc. from the Company, or use equipment, etc. owned by the Company, and making payment for such purchase or use at a significantly unfavorable rate compared to the rate the Company applies for its purchase or use, or for its supply

  • ⑪ Unreasonable demand for handover of technical data

    • Forcing a supplier to provide the following to the Company or a third party without just cause
    • Data on methods of manufacturing, repair, construction, or service, which have been kept confidential with a considerable effort
    • Information related to intellectual property rights, such as patents, utility model rights, design rights, copyrights, etc.
    • Other information on a supplier’s technology or management that is useful for business activities and has independent economic value
    • Using technical data acquired from a supplier for the Company or a third party