Article7. Inspection
1. If, as a result of Buyer’s visual and quantitative inspection of Products discharged at the place of destination, any defect, insufficiency in quantity, alteration or other flaw in Products is found, Buyer shall give a written notice thereof to Seller within fourteen (14) days after the date of arrival of such Products at the final destination. In this case, Seller shall, pursuant to instructions by Buyer, without charge, screen and/or take back such Products, deliver substitutes, repair the defective Products, discount the price, or pay costs for repairing such Products or purchasing substitutes, or compensate Buyer for damages as the result of such defect in lieu of or as well as the foregoing measures.
2. If any defect in the Products is found pursuant to paragraph 1 hereof, and if it is determined that such Products may be employed by Buyer’s ingenuity since such defect was caused by a slight trouble, Buyer may accept such Products as concession by discount the price.
Article8. Title
Title to the Products shall pass from Seller to Buyer at the time when said Products come under the control of a shipping agent.
Article9. Price
Price of the Products shall be provided in Individual Agreement upon mutual discussion of the parties.
Article10. Payment
The payment for the Products by Buyer to Seller shall be made pursuant to each of Items below. If the payment date falls on a bank holiday, payment shall be made on the first business day after said holiday:
(1) Accounts shall be closed on the last day of each month;
(2) Buyer shall pay Seller for the Products delivered by Seller by the closing date set forth in the preceding Item through wire transfer into a bank account designated by Buyer by the twentieth (20th) day of the month following the month which includes such closing date;
(3) When payment is made by wire transfer, bank transfer fee arising in Japan shall be borne by Buyer, and bank transfer fee arising in [country] shall be borne by Seller.
(4) All the payments shall be made in [currency] using the average exchange rate of the calendar month preceding the date of payment.
Article11. Setoff
1. If Seller owes monetary obligation to Buyer, Buyer may set off Buyer’s obligation to Seller with such Seller’s obligation irrespective of maturity of the obligation.
2. With respect to the setoff stipulated in this Article, neither Buyer nor Seller mutually issues any receipts of the amount setoff by the parties hereto, and such setoff shall be completed upon notification by Buyer to Seller of its specification.
Article12. Warranty
1. Seller shall deliver the Products pursuant to the quality requirements set forth in Quality Standards and Individual Agreement.
2. Seller shall, upon Buyer’s request, prepare periodically reports on quality inspections of the Products and provide Buyer with them.
3. If any defect in the Products is found within one (1) year after the date of arrival of such Products at the final destination, Buyer shall promptly notify Seller to that effect and Seller shall deliver substitutes, repair the defective Products, discount the price, or pay costs for repairing such Products or purchasing substitutes, or provide indemnities to Buyer for damages as the result of such defect in lieu of or as well as the foregoing measures.
4. If any defect in the Products is found after the period set forth in the preceding paragraph, Seller shall, pursuant to Buyer’s instructions, repair such Products for consideration or deliver alternative goods for consideration.; provided, however, that Buyer may claim against Seller for measures set forth in the preceding paragraph, if such defect arises out of a reason attributable to Seller during ordinary expiration period.
5. Buyer shall, upon Seller’s request, disclose the Buyer’s Quality Standards to Seller in the manner otherwise notified by Buyer. Furthermore, Buyer shall disclose without delay to Seller any and all amendments and revisions, if any, of the Quality Standards.
6. Seller shall handle the Quality Standards as confidential information and limit their usage only to internal access, and may not disclose them to a third party without prior approval of Buyer.