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.