Chapter 1 Basic Agreement
(Basic Agreement and Individual Agreements)
Article 1 1. The Basic Agreement shall stipulate the basic matters concerning the transactions between ● and SSC, and shall apply to the individual agreements executed, by discussion between ● and SSC (hereinafter referred to as the “Individual Agreements”). ● and SSC shall comply with the Basic Agreement and the Individual Agreements.
2. If the content of the Basic Agreement and any Individual Agreement conflict, the Individual Agreement shall prevail.
(Content of an Individual Agreement)
Article 2 1. The transaction conditions, such as date of order, name of objects of the transaction (hereinafter referred to as the “Objects”), specification, quantity, delivery date, delivery place, inspection and other delivery conditions shall be decided in an Individual Agreement, and if raw materials, etc. are supplied, the name of such materials, quantity, delivery date, delivery place, other delivery conditions, amount of price, settlement day, settlement method, etc. shall be decided in an Individual Agreement.
2. Notwithstanding the provisions in the preceding paragraph, a part of the content of an Individual Agreement may be stipulated in advance by discussion between ● and SSC.
(Conclusion of an Individual Agreement)
Article 3 1. An Individual Agreement shall come into effect if ● submits a written order describing the content of the transaction in the preceding Article, and SSC accepts such order.
2. Notwithstanding the provision in the preceding paragraph, ● may submit such order to SSC by electronic media recording the content of the transaction stipulated in paragraph 1 of the preceding Article, subject to discussion with SSC in advance to SSC, or by notifying SSC the content of the transaction recorded in such magnetic media and sent it by a communication line, instead of submitting a written order.
(Re-entrustment)
Article 4 1. SSC may entrust the whole or a part of the production of the Object to a third party if ● approves such entrustment in writing.
2. If it is necessary to change a third party to which SSC entrusts the production of the Object based on the preceding paragraph (herein after referred to the “Sub-contractor”), it is necessary to notify ● thereof in writing and obtain prior written approval from ●.
3. SSC shall guarantee that the Sub-contractor shall perform the obligations equivalent to those of SSC based on the Basic Agreement and Individual Agreement, and bear the responsibility for non-performance of the obligations by the Sub-contractor against ● on behalf of the Sub-contractor.
(Change of content of any agreement)
Article 5 1. If it becomes necessary to change the content of the Basic Agreement or any Individual Agreement, such change shall be implemented in writing by discussion between ● and SSC. If an Individual Agreement is changed, the order, etc. related to such Individual Agreement shall be changed, or such documents shall be newly prepared.
2. ● or SSC shall compensate the other party for any damages, the amount of which shall be decided by discussion between ● and SSC, which the other party suffers due to such change of an Individual Agreement in the preceding paragraph arising from causes attributable to it.
(OEM products, etc.)
Article 6 1. If ● requests SSC to supply the Object produced by SSC indicating the trade name or trademark of ● (hereinafter such product shall be referred to as the “OEM Products”), if ● requests SSC to modify the “software” aspect, such as ease of use of the products, or if ● selects product features owned, planned and designed by SSC, SSC shall design and manufacture the products in accordance with the request from SSC.
2. The content of the OEM Product shall be the kind of product, name of product, and the product number indicated in the attached appendix, and the performance and specification thereof shall comply with the delivery specification designated or approved by ●.
3. OEM Product shall be handled as follows:
① SSC shall indicate the trade name and trademark of ● at the place and by the method designated by ● on the Product, packaging materials, working manual, and instruction manual.
② SSC shall not sell the Products indicating the trade name and trademark of ● to a third party other than ● and a person designated by ●, and shall not use the trade name and trademark of ● for any purpose other than that of this Agreement.
(Order)
Article 7 ● shall try to deliver orders for production of the products to SSC, together with the order plan and information necessary for production, as quickly as possible.
(Unit price of the Object)
Article 8 1. ● or SSC shall decide the unit price of the Object by discussion between ● and SSC comprehensively considering the specification, quantity, delivery date, schedule and method of payment of the price, quality, and the transportation costs of materials.
2. In order to decide the unit price of the Object, SSC shall submit an estimate describing all the data necessary at the request of ●, irrespective if for new orders or continuous orders.
3. ● and SSC shall discuss the unit price again if there is a change with the items, etc. stipulated in paragraph 1, which were the basis to determine the unit price of the Object, or the overall economic situation has changed remarkably.
Chapter 2 Delivery, Etc.
(Delivery and the delivery date)
Article 9 1. SSC shall deliver the Object, in the quantity and by the mode of packing designated by ● to the place designated by ● and attach the designated voucher, on the scheduled delivery date.
2. If SSC intends to deliver the Object before the scheduled delivery date, SSC shall obtain approval from ● in advance.
3. If SSC cannot deliver the quantity of the Object on the delivery date, SSC shall immediately inform ● of the reasons thereof and the revised delivery date, and comply with the instructions from ●.
4. If ● changes the delivery date or quantity, etc. due to the requirements of ●, ● shall discuss with SSC accordingly.
5. If the Object is not delivered due to reasons attributable to SSC, ● may request SSC to compensate any damages suffered by ●.
(Receipt, inspection, delivery, and transfer of ownership)
Article 10 1. ● shall receive the Object every time when the Object is delivered by SSC, and submit the documents verifying receipt of the Object, and immediately inspect the Object by the inspection method decided in advance (hereinafter referred to as the “Acceptance Inspection”).
2. If the Object passes the Acceptance Inspection, ● shall issue a document certifying that the Object has passed the Acceptance Inspection and at that time it shall be deemed that the delivery of the Object has been made and the ownership of the Object shall transfer from SSC to ●. If such document is not submitted within two (2) weeks after receipt of the Object, the Acceptance Inspection is deemed to have been passed, and at that time it shall be deemed that the delivery of the Object has been made and the ownership of the Object shall transfer from SSC to ●.
(Shortage or excess in quantity, or disposition of rejected products)
Article 11 If a shortage or excess in quantity of the Object, or any rejected Object, is found as a result of the Acceptance Inspection, ● shall immediately inform SSC thereof in writing, and SSC immediately deliver replacements thereof to ●, or comply with the measures designated by ●.
With respect to the delivery of replacements, ● or SSC shall decide the new delivery date by discussion, and the provisions of Article 9 shall apply to such new delivery.
(Special adoption)
Article 12 If ● understands that the Object rejected at the Acceptance Inspection due to a minor defect, and it can be used by exercising ingenuity by ●, ● may accept the Object by discussion with SSC.
(Burden of risk)
Article 13 If there is any loss, damage, or change in quality with the whole or a part of the Object before delivery of the Object from SSC to ●, SSC shall bear the burden of risk, other than for cases where such loss, damage, or change in quality is due to reasons attributable to ●, and if there is any loss, damage or change in quality with the whole or a part of the Object after delivery of the Object from SSC to ●, ● shall bear the burden of risk other than for cases where such loss, damage, or change in quality is due to reasons attributable to SSC.
Chapter 3 Payment, Etc.
(Payment)
Article 14 ● shall pay the price of the Object delivered by SSC by the method determined between ● and SSC separately.
(Payment of the price for supplied material with a charge)
Article 15 SSC shall pay the price of the supplied materials with a charge delivered by ● by the method determined between ● and SSC separately.
(Off-set)
Article 16 1. Monetary claims by ● against SSC by implementation of the Basic Agreement and any Individual Agreement may be set-off against the equivalent amount of the monetary obligation that ● has against SSC at the time when such claim arises, and shall be recorded as an account receivable according to paragraph 2.
2. If ● sets-off the price of the supplied materials with a charge, it is possible to set-off the price of supplied materials equivalent to the amount of the Object already delivered, and the off-set shall be made on the payment day of such Object.
3. If ● finds a shortage, as the result of an inventory count of the supplied materials without charge and lent articles, against SSC, the amount of shortage shall be decided by discussion between ● and SSC, and the price of such shortage shall be set-off against payment of the price of the Object.
4. For the off-set in the pre