Terms and Condition
The sale specifi ed on the face hereof shall be subject to the
following terms and conditions:-
１．Privity All business shall be transacted between the parties hereto
on principal-to-principal basis.
２．Shipment The date of a bill of lading shall be taken as the
conclusive date of shipment. Partial shipment shall be permitted
unless otherwise stated on the face hereof and, in such case, each
shipment shall be considered as a separate contract.
３．Letter of Credit An irrevocable and confi rmed letter of credit
shall be opened by Buyer in favor of Seller within fi fteen (15) days
after the date of the Contract and such letter of credit shall be
valid and eff ective for at least fi fteen (15) days after the last
date of shipment for negotiating the relative documentary draft. The
opening bank shall be nominated by Buyer and confi rmed by Seller in
advance. If Buyer fails to open such letter of credit, Seller has the
option of cancelling all or any part of this Sales Contract.
４．Increased Costs Any increase in ocean freight or air freight rates,
taxes, or other governmental charges and cargo marine insurance rates,
etc. after the date of contract shall be for Buyerʼs account.
５．Marine Insurance Under the CIF or CIP terms, marine insurance shall
be eff ected by Seller on the contracted goods on the terms of I.C.C.
(A) for one hundred and ten percent (110 % ) of the invoice amount.
Premium for any additional insurance coverage, if required by Buyer,
shall be borne by Buyer.
６．Inspection Export inspection by Seller
shall be considered as fi nal in respect of quantity, quality, specifi
cation and conditions of the Goods. When Buyer requires special
inspection of the Goods in Japan before shipment, Buyer must appoint
an inspector in advance subject to Sellerʼs prior approval and bear
all inspection expenses thus incurred.
７．Industrial Property Rights Seller shall not be responsible for any
infringement of industrial property rights in connection with the
Goods including, without limitation, patent, utility model, trademark,
design, or copyright of third party in any country other than Japan.
Buyer shall hold Seller harmless from liability, loss, or expense in
connection with any infringement, alleged or otherwise, with regard to
above industrial property rights.
８．Claim Seller shall be notifi ed by e-mail or other means of Buyerʼs
claim arising under the Contract within thirty (30) days after arrival
of the Goods at the destination specifi ed in the relative bill of
lading. Full particulars of such claim, together with a report of the
sworn surveyor nominated by the parties hereto, shall be made in
writing and forwarded by a registered airmail within fi fteen (15)
days after notifi cation. Otherwise, no claim shall be accepted by
９．Force Majeure In the event of Acts of God, government orders or
restraints, war or warlike conditions, or of any other contingencies
beyond Sellerʼs control, Seller shall not be liable for non-delivery
of the Goods or delay in performance of the Contract caused directly
or indirectly thereby, in which case Buyer shall accept the delayed
shipment or the cancellation of all or any part of the Contract, if
proposed by Seller.
10．Arbitration All disputes, controversies, or differences that may
arise between the parties hereto, out of or in relation to the
Contract shall be finally settled by arbitration in Japan in
accordance with the Commercial Arbitration Rules of The Japan
Commercial Arbitration Association．The award rendered by the
arbitrator(s) shall be fi nal and binding upon the parties hereto．
11．Trade Terms All trade terms provided in the Contract shall be
interpreted in accordance with the latest Incoterms of the
International Chamber of Commerce.
12．Entire Agreement The Contract constitutes the entire agreement
between the parties hereto and supersedes all prior agreements with
regard to the subject matter hereof.
13．Governing Law The Contract shall be governed as to all matters
including validity, construction, and performance by and under the
laws of Japan.