This contract recognizes the fact that it is on a principal to principal basis between Seller and Buyer written on this contract and that Buyer is responsible for honoring this contract.
The goods, commodities, equipments, articles, services and any other related products which the buyer agrees to buy from the seller described in this contract.
Goods inspection performed by the manufacturer is final in respect of quality and/or good conditions according and/or equivalent to JIS specification.
Applicable price is the price mentioned in Buyer’s purchase order as stipulated in Seller’s order acknowledgement. Such price shall always be stipulated firm and not subject to revision or escalation, or any adjustment due to currency fluctuation.
Unless otherwise agreed in writing, the price shall be quoted based on Trade terms (Incoterms 2000) which shall be mentioned in Seller’s order acknowledgement.
The trade terms herein used, such as EX-WORKS, FOB, CFR, and CIF, shall be interpreted in accordance with “INCOTERMS 2000” and/or following revised edition as amended.
The obligations of Seller is to ship or delivery the goods immediately after the cargo readiness shall be subject to the written delivery port specified on this contract and Buyer shall secure for arrange the necessary vessel, airfreight and/or any courier service immediately after receipt of the seller’s information and give Seller shipping instruction within 30 days of the cargo readiness including but not limited to the suitable way of the transportation.
If the Buyer fails to give such instructions within a reasonable time prior to shipment/delivery, Seller may, at its sole discretion and for Buyer’s risk and account, arrange the vessel’s space, any other suitable transportation and make shipment of the Goods without prejudice and in addition to any other rights and remedies Seller may have under this Contract or a law or in equity or otherwise.
Unless expressly stipulated on the face of the confirmation of order, buyer shall pay the price within the date specified on this contract.
If Buyer fails to pay for the Goods in accordance with this Contract, Buyer shall pay to Seller as liquidated damages and not as a penalty overdue interest at the rate of the lower of eighteen (18) percent (%) per annum, calculated from the due date for such payment until the actual date of payment calculated on the 360 day a year basis for the actual number of days elapsed.
Seller shall not accept any Buyer’s cancellation of order once Order acknowledgement is issued. In case of cancellation of order, Original Invoice shall be issued automatically within 30 days after the cancellation date for Buyer’s payment.
Seller shall not be liable for any delay in shipment or delivery, or non-delivery, of all or any part of the Goods, or for any other default in performance of this contract due to the occurrence of any event of force majeure including but not limited to, flood, earthquake, typhoon, tidal wave, perils of the sea, fire, explosion or other act of God, prohibition of exportation, embargo or other type of trade control, governmental order, regulation or direction, or guarantee restriction, strike, lockout, slowdown, sabotage, or other labor dispute, war, hostilities, riot, civil commotion, mobilization, revolution or threat thereof, boycotting, accidents or breakdown of machinery, plant, transportation or loading facilities, shortage of petroleum products, fuel, electricity, energy sources, water, other raw materials, substantial change of the present international monetary system or other servere, economic dislocation, bankruptcy or insolvency of the manufacturers or suppliers of the Goods, or any other causes or circumstances directly or indirectly affecting the activities of Seller, manufacturer or supplier of the Goods.
On the occurrence of any event of Force Majeure, Seller may, by giving notice to Buyer, a) extent the time of shipment/delivery of the Goods or of performance of other obligations arising under the terms of this contract, and/or, b) cancel unconditionally the whole or any part of this contract, and Buyer shall accept such of the above action(s) as Seller may take.
In case of Buyer’s;
a) Failure to perform any provision of this Contract
b) Inability to pay its debts generally as they become due
c) Bankruptcy or insolvency
d) or appointment of a trustee, receiver or liquidator of Buyer or of any material part of
Buyer’s assets or properties (“Events of Default”)
Seller may, at its sole discretion;
a) Terminate this Contract or any part thereof
b) Declare all obligations of Buyer immediately due and payable
c) Resell the Goods
d) Hold the Goods for Buyer’s account and risk
e) Postpone the shipment of Goods
f ) or stop the Goods in transit
and Buyer shall reimburse Seller for all losses or damages arising directly or indirectly from such Events of Default.
The rights and remedies of Seller hereunder are cumulative and in addition to Seller’s rights, power and remedies existing at law in equity or otherwise.
The failure of Seller at any time to require full performance by Buyer shall not effect the right of Seller to enforce the same. The waiver by Seller of any breach of any provision here of shall not be construed as a waiver of any succeeding breach of any provision or waive, of the provision itself.
Unless expressly stipulated on the face of this contract, any claim by Buyer of whatever nature arising under or in relation to this Contract shall be made in writing within thirty (30) days after the arrival of the Goods at the Buyer’s requested place, or solely with respect to claims alleging the existence of a latent defect in the Goods, within six (6) months after the arrival of the Goods at the Buyer’s requested place, and any such claim shall contain full particulars with evidence certified by an authorized surveyor.
Seller shall not be responsible, whether in contract or warranty, tort or on any other basis, to Buyer for any special, incidental, consequential indirect or exemplary damages, and in no event shall Seller’s total liability on any or all claims from Buyer exceed the price of the Goods.
Buyer shall not transfer or assign this Contract or any other party without Seller’s prior written consent.
All disputes, controversies or differences arising out of or in relation to this Contract or the breach thereof which cannot be settles by mutual accord without undue delay shall be settled by arbitration in Tokyo, Japan, in accordance with the rules of procedure of Japanese law.
The award of arbitration shall be final and binding upon both parties, and judgment on such award may be entered in any court or tribunal having jurisdiction thereof. This Contract shall be, in all respects, governed by and construed in accordance, with the laws of Japan.
This Contract constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous communications, agreements or undertakings with regard to the subject matter hereof this Contract may not be modified or terminated except by a written agreement of Seller and Buyer.