Business Consignment Contract
JST Creations Co., Ltd., (hereinafter to be referred to as “A”) and Mrs Neha Bhankharia. (hereinafter to be referred to as “B”) conclude a business consignment contract (hereinafter to be called “”this contract”) as below.
Article 1 (Consignment)
A shall entrust the work below (hereinafter to be called “this work”) to B, which B shall accept on trust.
1) Product Development in India, and other countries outside of India if required.
i) Help setup and evaluate product development teams in India.
2) Outsource Manufacturing to Manufacturers in India
i) Scout for potential designers/manufacturers for various product categories in India.
ii) Negotiate quotation pricing, payment terms, handling charges, service terms with selected Indian manufacturers.
iii) Store, control, and issue master stones to manufacturers as needed to preserve A’s standards and minimize costs and risks.
3) Loose Diamond Procurement
i) Assist company buyers to procure non-H&A diamonds for orders given to manufacturers in India to further cut down on costs.
Article 2 (Reporting)
1) Issue daily activity reports once a week.
2) Report in writing matters that have been achieved regarding negotiations and activities on behalf of A.
3) Hold a Skype meeting once a week, or as required.
4) Continuously provide support, advice and guidance via e-mail regarding prices, negotiations, outsourcing-related activities, etc.
5) Submit bi-monthly reports on status of all of A’s diamonds that currently lie in possession of Indian factories.
Article 3 (Compensation and Payment)
1) A shall pay B an monthly compensation amount of $1250 (net) in compensation for the work. This payment shall be made at the last day of the month.
2) A shall pay the consignment fee stipulated by the previous clause in accordance with an invoice to be issued by B, i.e., paying this month’s amount (by the 30th of the same month) by transferring the amount to the bank account designated by B. A shall bear the bank transfer fee. The invoice should clearly mention the number of hours in the month given to fulfill for A's work. An extra compensation can be claimed on pro rata basis if A crosses 200 hours a month.
3) The expenses to be incurred for this work, including transportation, shall be borne by B in principle. However, in the case where certain expenses are deemed excessive, predefined expense application forms, receipts, and / or other documents shall be submitted as needed.
Article 4 (Contract Term/Renewal)
1) Contract term shall be from April 1, 2013 to February 28, 2014 ( 11 months to start with).
2) This contract may be extended and a decision may be made on annual compensation and contract term upon consultation between both parties one month prior to the expiration of the contract. The renewed contract may be concluded in writing separately.
Article 5 (Restriction on Subcontract)
B shall not subcontract all or part of this work to any other third party without A’s advance approval. When work is subcontracted to a third party with A’s advance approval, B shall make B’s third party comply with the same obligation for this contract as B’s obligation and B shall be accountable for all conduct of the third party.
Article 6 (Prohibition of the transfer of rights and duties)
B shall not make any third party succeed B’s position in this contract or transfer all or part of the rights and duties arising from this contract to any third party or make the third party take them on or offer them as collaterals.
Article 7 (Cancellation)
1) If one party falls into any of the following matters, the other party may cancel this contract immediately without any notice and will not be liable to pay any further compensation.
i) In the case of a third party’s allegation on taking procedures for bankruptcy, special clearance or civil rehabilitation, or when one party issues a motion of notice on the same procedures,
ii) In the case of a third party’s allegation of seizure, provisional seizure, provisional disposition, compulsory execution and auction or coercive collection of taxes and public dues,
iii) In the case of cancellation or halt of operation imposed by supervisory agencies,
iv) When a decision is made on a breakup, a capital reduction, or transfer of all or important part of Sales Operation,
v) In the case of insolvency, i.e., when bills and checks issued become dishonored,
vi) When one party cannot be reached for one week or more,
vii) When one party violates any clause of this contract,
viii) When one party has serious faults or betrays the counterparty’s trust,
ix) When a serious matter arises that makes it impossible for one party to continue this contract.
2) If this contract is cancelled, it shall be done one month prior to expiration in principle. If this contract is cancelled in the middle of its term due to A’s cause, A shall pay B the balance of the annual contract fee.
Article 8 (Data and information)
1) The loan of data, equipment, etc. given to B by A shall be used, stored and controlled with the care of a good manager and shall not be used for purposes other than this work.
2) When the loan of data, equipment, etc. is no longer necessary, B shall swiftly return the data, equipment, etc. loaned by A to A when this contract is dissolved or when A makes a request.
Article 9 (Confidentiality)
1) Confidential information means all information, tangible or intangible, related to sales, technical matters, HR, and all the other matters that A offers B in relation with this contract.
2) B shall handle confidential information provided by A with the care of a good manager.
3) B shall use confidential information only within the scope of the objective of this contract. Should there be any need for reproduction or modification, B shall get A’s approval in writing.
4) The stipulations of this clause shall continue to be valid after the termination and expiration of this contract.
Article 10 (Judicial District)
1) Should any dispute arise on this contract, the courts of Japan shall have jurisdiction in resolving the dispute.
Article 11 (Subject of Discussion)
1) Any matter not stipulated herein or any question about the interpretation of this contract shall be settled upon consultation between both parties in good faith.
IN WITNESS HEREOF, the parties hereto have executed the Contract in duplicate and each party shall keep one copy of the originals.
A: Mr R. Scott Montgomery (stamp) Date
JST Creations Co., Ltd
Bangkok Thailand 10500
B: Mrs. Neha Bhankharia Date
B42, Rameshwar Society,
Santacruz-Mumbai
India 400054
Business Consignment Contract
JST Creations Co., Ltd., (hereinafter to be referred to as “A”) and Mrs Neha Bhankharia. (hereinafter to be referred to as “B”) conclude a business consignment contract (hereinafter to be called “”this contract”) as below.
Article 1 (Consignment)
A shall entrust the work below (hereinafter to be called “this work”) to B, which B shall accept on trust.
1) Product Development in India, and other countries outside of India if required.
i) Help setup and evaluate product development teams in India.
2) Outsource Manufacturing to Manufacturers in India
i) Scout for potential designers/manufacturers for various product categories in India.
ii) Negotiate quotation pricing, payment terms, handling charges, service terms with selected Indian manufacturers.
iii) Store, control, and issue master stones to manufacturers as needed to preserve A’s standards and minimize costs and risks.
3) Loose Diamond Procurement
i) Assist company buyers to procure non-H&A diamonds for orders given to manufacturers in India to further cut down on costs.
Article 2 (Reporting)
1) Issue daily activity reports once a week.
2) Report in writing matters that have been achieved regarding negotiations and activities on behalf of A.
3) Hold a Skype meeting once a week, or as required.
4) Continuously provide support, advice and guidance via e-mail regarding prices, negotiations, outsourcing-related activities, etc.
5) Submit bi-monthly reports on status of all of A’s diamonds that currently lie in possession of Indian factories.
Article 3 (Compensation and Payment)
1) A shall pay B an monthly compensation amount of $1250 (net) in compensation for the work. This payment shall be made at the last day of the month.
2) A shall pay the consignment fee stipulated by the previous clause in accordance with an invoice to be issued by B, i.e., paying this month’s amount (by the 30th of the same month) by transferring the amount to the bank account designated by B. A shall bear the bank transfer fee. The invoice should clearly mention the number of hours in the month given to fulfill for A's work. An extra compensation can be claimed on pro rata basis if A crosses 200 hours a month.
3) The expenses to be incurred for this work, including transportation, shall be borne by B in principle. However, in the case where certain expenses are deemed excessive, predefined expense application forms, receipts, and / or other documents shall be submitted as needed.
Article 4 (Contract Term/Renewal)
1) Contract term shall be from April 1, 2013 to February 28, 2014 ( 11 months to start with).
2) This contract may be extended and a decision may be made on annual compensation and contract term upon consultation between both parties one month prior to the expiration of the contract. The renewed contract may be concluded in writing separately.
Article 5 (Restriction on Subcontract)
B shall not subcontract all or part of this work to any other third party without A’s advance approval. When work is subcontracted to a third party with A’s advance approval, B shall make B’s third party comply with the same obligation for this contract as B’s obligation and B shall be accountable for all conduct of the third party.
Article 6 (Prohibition of the transfer of rights and duties)
B shall not make any third party succeed B’s position in this contract or transfer all or part of the rights and duties arising from this contract to any third party or make the third party take them on or offer them as collaterals.
Article 7 (Cancellation)
1) If one party falls into any of the following matters, the other party may cancel this contract immediately without any notice and will not be liable to pay any further compensation.
i) In the case of a third party’s allegation on taking procedures for bankruptcy, special clearance or civil rehabilitation, or when one party issues a motion of notice on the same procedures,
ii) In the case of a third party’s allegation of seizure, provisional seizure, provisional disposition, compulsory execution and auction or coercive collection of taxes and public dues,
iii) In the case of cancellation or halt of operation imposed by supervisory agencies,
iv) When a decision is made on a breakup, a capital reduction, or transfer of all or important part of Sales Operation,
v) In the case of insolvency, i.e., when bills and checks issued become dishonored,
vi) When one party cannot be reached for one week or more,
vii) When one party violates any clause of this contract,
viii) When one party has serious faults or betrays the counterparty’s trust,
ix) When a serious matter arises that makes it impossible for one party to continue this contract.
2) If this contract is cancelled, it shall be done one month prior to expiration in principle. If this contract is cancelled in the middle of its term due to A’s cause, A shall pay B the balance of the annual contract fee.
Article 8 (Data and information)
1) The loan of data, equipment, etc. given to B by A shall be used, stored and controlled with the care of a good manager and shall not be used for purposes other than this work.
2) When the loan of data, equipment, etc. is no longer necessary, B shall swiftly return the data, equipment, etc. loaned by A to A when this contract is dissolved or when A makes a request.
Article 9 (Confidentiality)
1) Confidential information means all information, tangible or intangible, related to sales, technical matters, HR, and all the other matters that A offers B in relation with this contract.
2) B shall handle confidential information provided by A with the care of a good manager.
3) B shall use confidential information only within the scope of the objective of this contract. Should there be any need for reproduction or modification, B shall get A’s approval in writing.
4) The stipulations of this clause shall continue to be valid after the termination and expiration of this contract.
Article 10 (Judicial District)
1) Should any dispute arise on this contract, the courts of Japan shall have jurisdiction in resolving the dispute.
Article 11 (Subject of Discussion)
1) Any matter not stipulated herein or any question about the interpretation of this contract shall be settled upon consultation between both parties in good faith.
IN WITNESS HEREOF, the parties hereto have executed the Contract in duplicate and each party shall keep one copy of the originals.
A: Mr R. Scott Montgomery (stamp) Date
JST Creations Co., Ltd
Bangkok Thailand 10500
B: Mrs. Neha Bhankharia Date
B42, Rameshwar Society,
Santacruz-Mumbai
India 400054
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