TERM SELLER BUYER

Force *Rights:
Majeure If force majeure happens and
affects the performance of Seller,
the Seller:
1) Shall not be liable for loss,
damage, delay...
2) Extend the time of delivery or
terminate the incomplete portion
of the contract affected
unconditionally
Default * Rights: * Liabilities:
In the Events of Default: In the Events of Default, the
1) Fail to perform the Contract Buyer have to pay for all the
2) Unable to pay due debt losses & damages arisen from
3) Bankruptcy or Insolvency them.
4) Have to appoint trustee,
receiver or liquidator of Buyer or
his assets.

Seller have rights at his will to:

1) Terminate part of or all the
contract
2) Demand for immediate
payment or performance of
Buyer's obligation
3) Resell the goods
4) Hold the goods for Buyer's
account & risk
5) Postpone the delivery of the
goods
6) Stop the Good in transit
Intellectual *Rights:
Property 1) The Seller does not have to
Rights transfer any intellectual property
of the Goods to the Buyer
2) The Seller does not have to
take responsibility for any breach
of intellectual property rights of
the Goods conducted by the
Buyer
Warranty, *Rights: *Liabilities:
Claime Unless expressly stated in the If the Buyer has claims of:
contract, the Seller does not have
to provide any warranties or 1) Events arising under this
conditions to the Goods Contract:
 *Liabilities:
If warranty exists, the Seller only
has to replace or repair the
defective goods
Buyer has to send them within 30
days after the arrival of the
Goods at the port of destination
2) Claims alleging the existence
of latent defect in the Goods:
The Buyer has to send them
within the 6 months after the
arrival of the Goods at the port of
destination

*Compulsory format of claims:

- Registered airmail
- Containing full related
evidences certified by an
authorized surveyor
Limitation Disputes or breach of the Contract must be settled:
- Location of arbitration: Tokyo, Japan
- Arbitration body: Japan Commercial Arbitration Association
- Rules & procedures: decided by the arbitration body

*Effect of the award of arbitration:

- Final
- Binding upon 2 parties
- Effective in any court of tribunal having the right to enforce it

*Applicable Law: Japan's

*Trade terms: interpreted in accordance with INCOTERMS 1990

*Rights:

1) If the Seller does not require

the full performance by the
Buyer...
...the rights of the Seller for this
performance are still preserved.

2) The act that the Seller abandon

the breach of any provision in the
Contract...
...does not formulate...
...the abandonment of the Seller
with any subsequent breach of
such provision or the provision
itself
The Contract:
1) Constitute the entire agreements between 2 parties
2) Replace of all prior or contemporary communications or agreement
to the subject matter of the Contract
3) Must be modified or terminated with a written agreement between
2 parties
*Liabilities:
Buyer has to gain Seller's written
consent prior to any transfers or
assignments of any part or all the
contract