Overseas corporate transaction sales regulations
This provision applies to Kadoya Co., Ltd. (hereinafter referred to as "Part 1") and wholesale partner (hereinafter referred to as "Part 2")
Regarding the purchase and sale of products manufactured by Party A (hereinafter referred to as the "Products"), we conclude the following contract (hereinafter referred to as the "Book").
Article 1 (Purpose)
This agreement shall establish the basic conditions under which Party A will continue to sell the Products handled by Party A to Party B.
Article 2 (Definitions)
This business refers to the sales of the Products to general consumers and ancillary operations performed by Party B.
Article 3 (Contract area)
1.The contract area of this contract is determined by the content stated in the application form.
2.The area in which Party B conducts this business shall be sold only within the contracted area, and the contracted products shall not be sold or exported to any place or country outside the contracted area, whether directly or indirectly.
3. If Party B receives an order for the contracted product or an inquiry regarding the contracted product from outside the contract area, Party B will promptly notify the fact that such order or inquiry has been received.
Article 4 (Distributor Agreement)
1. Party A designates Party B as the distributor contract to carry out this business, and Party B accepts this designation.
Article 5 (Individual Contract)
1.This agreement applies to all individual transactions between Party A and Party B unless otherwise specified in the individual contract concluded between Party A and Party B (hereinafter referred to as the "Individual Agreement").
2.Individual contracts specify the order date, product name, quantity, delivery price, delivery date, delivery location, inspection and delivery conditions, and other matters necessary for each transaction.
3. For individual contracts, Party B issues an order form to Party A, sends the order by mail or electromagnetic method, and Party A shall respond to the order in writing or by electromagnetic method within 15 days.
4. If necessary, Party A and Party B may change the contents of the individual contract in writing or by electromagnetic means. In addition, if this results in a change in price or delivery time, the decision will be made after consultation between both parties.
Article 6 (Terms of trade)
Party A shall deliver the Products to Party B's corporate location in Japan.
The cost of shipping shall be borne by Party A.
Article 7 (Payment method)
After Party B confirms the payment, Party A will ship the order.
Fees related to remittance shall be borne by Party B.
Article 8 (Inspection)
Upon delivery of the product to Party B, Party B must immediately inspect the product name, quantity, appearance, quality, etc., and notify Party A within 3 days if there is any discrepancy with the order details. If there is no notification within 3 days after delivery, it is assumed that the inspection has been passed.
Article 9 (Liability for nonconformity to contract)
1. If Party B discovers a product defect within one month after delivery of the Product from Party A to Party B, and Party B notifies Party A of this fact without delay, Party B will repair or replace the product and bear the cost. This will be done based on mutual consultation.
2. Party A shall not be responsible for the Product after one month has passed from the date of delivery of the Product to Party B.
Article 10 (Confidentiality)
1. Party A and Party B shall not divulge to any third party any business or technical secrets of the other party that they have learned regarding this contract or individual contracts. The same shall apply after the termination of this agreement.
Party A and Party B shall not use the information for any purpose other than fulfilling this agreement.
2. If the other party suffers damage as a result of leaking information to a third party in violation of the preceding paragraph, Party A and Party B must compensate the other party for such damage in full.
Article 11 (Transfer of ownership and risk)
1. Ownership and risk of the Products shall be transferred from Party A to Party B upon delivery at the designated delivery location specified in Article 6. Party B shall bear the risk after delivery.
Article 12 (Exclusion of anti-social forces)
1. Party A and Party B agree that, on the day this Agreement is concluded with the other party and in the future, they or their officers and employees are not responsible for any persons or organizations that fall under the following items (hereinafter referred to as "anti-social forces"). ) represents and warrants that this does not apply.
Organized crime groups, organized crime group members, associate members of organized crime groups, companies related to organized crime groups, corporate racketeers, etc., social movements, etc., organized crime groups, special intelligence violent groups, etc., anti-social violence symbiotic persons, political activities, religious activities.
2. If Party A and Party B determine that the other party falls under any of the following items based on reasonable grounds, they may cancel this agreement without any notice.
① If the person is or was an anti-social force.
② If you commit the following acts against the other party, either by yourself or by using a third party:
(A) Illegal or unreasonable demands
(b) Acts of violence, including acts of demonstration not limited to the use of tangible force.
(c) Acts of persistently forcing transactions, such as public auction of information magazines.
(d) Acts of making demands on the other party by disguising attributes such as victim organizations
(e)Other acts prohibited by the "Act on Prevention of Unjust Acts by Organized Crime Group Members"
③.If you inform the other party that you are an anti-social force or a related party.
3. Party A and Party B will not be liable for any damages even if the other party suffers damages as a result of canceling this agreement pursuant to the preceding paragraph.
①Notwithstanding the preceding paragraph, if the other party violates the provisions of this Agreement or an individual contract, Party A and Party B shall immediately cancel this Agreement without any notice to the other party, and compensate the other party for such damages. can be claimed.
Article 13 (Loss of benefit of time limit)
1. If the other party falls under any of the following items, Party A or Party B shall immediately, without any notice, terminate the deadline for all obligations owed to the other party under this Agreement and individual contracts based thereon. loss of profits and shall pay the debt immediately.
①When there is gross negligence or breach of trust
② When a supervisory authority receives a disposition such as cancellation or suspension of business.
③When receiving suspension of bank transactions
④When a preservation procedure such as compulsory execution, seizure, provisional seizure, or provisional disposition is received from a third party.
⑤ When a petition for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation is filed.
⑥When there is a deterioration in credit status or other reasonable grounds for cancellation of the contract.
2.A party who terminates this agreement pursuant to the preceding paragraph may claim compensation for damages caused by the termination from the other party.
Article 14 (Cancellation of contract)
1. If the other party falls under any of the items in Articles 12 and 13, Party A or Party B shall immediately cancel this Agreement and any individual contract based thereon, in whole or in part, without any notice. be able to.
2. The same shall apply if the other party violates the provisions of this agreement or an individual contract and fails to perform within the specified period even though the other party has set a reasonable period of time and requested performance.
3. When this Agreement is terminated based on the preceding two paragraphs, the party attributable to the other party shall compensate the other party for any damage suffered by the other party as a result of the termination of this Agreement.
Article 15 (Offset)
If this Agreement loses its purpose or is canceled, or if there is a reason that Party B loses the benefit of time for the full amount of its debt to Party A due to Article 13, and Party B has to pay the full amount of that debt, Party A shall The receivables held by Party A and the debts owed by Party B to Party B may be set off by the corresponding amount.
Article 16 (Contract period and termination)
1.This Agreement shall come into effect on the date of execution of this Agreement, and shall remain in effect for one year from the date of execution of this Agreement unless otherwise terminated earlier . From March 15, 2024 to March 15, 2025. This contract will terminate unless either party makes a separate offer three months prior to the expiration of the contract period. In the case of continuation of the contract, a new contract shall be signed based on consultation between Party and Party.
2.For individual contracts that continue to exist after the termination of this Agreement, the provisions of this Agreement will continue to apply even after the termination of this Agreement.
Article 17 (Agreed jurisdiction)
Party A and Party B agree that the district court that has jurisdiction over the location of Party A's head office will be the exclusive court of first instance for any disputes arising from this agreement.
Article 18 (Consultation)
Any matters that are not stipulated in this agreement or where there is any doubt in the interpretation shall be resolved through consultation between both parties.
Article 19 (Governing law)
This Agreement shall be governed by the laws of Japan in all matters, including its validity, interpretation, and performance.
Article 20 (Force majeure)
In the event of an act of God, governmental order or restraint, war or state of war, or any other event beyond Party A's control, Party A shall not be liable for any inability to ship cargo or delay in performance of the contract resulting directly or indirectly from it. shall not be held responsible for. In that case, Party B shall respond to the cancellation of part or all of this Agreement in the event of a shipping delay or if Party A makes a request.
Article 21 (Compensation for damages)
Each party shall only compensate the other party for actual and direct damages directly caused by the breach of the obligations set forth in this Agreement. However, the total amount of such compensation shall be limited to the total amount of the purchase price of the Products paid by Party B to Party A pursuant to this Agreement. Under no circumstances shall either party be liable for lost opportunities or lost profits or any other consequential, indirect or special damages.
Article 22 (complete agreement)
This Agreement constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior communications and agreements between the parties with respect to such agreement.
Article 23 (Language)
The original text of this Agreement shall be in Japanese.
Article 24 (Notification obligation)
Party B must promptly notify Party A if any of the following items apply or are likely to apply.
1) If there is a change in trade name, representative, or important organization
2) If any of the reasons set forth in Articles 13 and 14 occur.
3) If there is a significant change in Party B's business.