Terms of service

Article 1. Patents, Trademarks etc: The Seller shall not be responsible for any infringement with regard to patents, utility models designs, trademarks, copyrights, trade secrets or any other intellectual property rights in any country, except for the Seller’s country, in connection with the sales, use or delivery of the Products. In case any dispute arises in connection with the above right, the Seller reserves the right to terminate unconditionally this Agreement or any further performance of this Agreement at the Seller’s discretion. Buyer has no right to use Seller’s Trademark without Seller’s permission. Buyers has no right to manufacture as well as produce similar products to the products Seller provide to Buyer.

Article 2. Inspection: The inspection by the manufacturer of the Products prior to loading shall be final between the Seller and the Purchaser in respect of the quality and quantity of the Products.
Provided, however, that the Purchaser shall have the right to inspect the Products by an independent inspection company designated by the Purchase at the premises of the manufacturer of the Products at such time as may be agreed upon by the Seller and the Purchaser prior to loading. All costs for such inspection by the Purchaser shall be borne by the Purchaser.

Article 3. Claim and Remedies: Any claim by the Buyer shall be made in writing and shall be received by the Seller within 14 days the arrival of the Products at the warehouse of destination. Full written notice of the Buyer’s claim accompanied by a licensed surveyor’s report when the quality or quantity of the Products is in dispute shall be sent by registered airmail by the Buyer to the Seller within twenty (20) days after the above notification. If the Buyer fails to comply with the above stipulation, the Buyer shall be deemed to have waived such claim. In the event of the breach of this Agreement by the Seller, the limit of the Seller’s liability shall be for the actual damages directly sustained by the Buyer from such breach, which shall in no event exceed the purchase price of the Products provided in this Agreement and actually received by the Seller with respect of which the damages shall have occurred.

Article 4. Increased Cost: If Seller's costs of performance are increased after the date of this agreement by reason of increased freight rates, taxes or other governmental charges and insurance rates including war risk, or if any, such increased costs are entirely on the account of Buyer.

Article 5.Term: This Agreement shall take effect on “Date of purchase” and shall remain in full force for a period of two (2) years from the date, unless sooner terminated in accordance with the terms of this Agreement.

Article 6. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous communications or agreements with regard to the subject matter hereof. This Agreement may not be modified except the agreement in wiring by the parties hereto.

Article 7. Assignment: :Either of the parties hereto shall not assign or transfer the whole or any part of this Agreement to any person, firm or company without obtaining the prior consent in writing of the other party.

Article 8. Termination: TAISEI Co., Ltd. shall be entitled to terminate this Agreement forthwith by written notice to (Your company)  in any of the following events; If (Your company) commits a material breach of the terms of this Agreement; or If (Your company)  commits an immaterial breach of the terms of this Agreement and fails to remedy such breach within thirty(30) days of being requested to do so; or If (Your company)  becomes insolvent or enters into liquidation or has a bankruptcy order made against it; or If (Your company)  is guilty of any conduct which is prejudicial to the goodwill or reputation of TAISEI Co., Ltd.; or If there is a change in the control of (Your company)  either as far as directors or shareholders are concerned:

Article 9.  Force Majeure: No failure or delay by the parties hereto in the performance of any obligation contained in this Agreement shall be deemed as a breach of this Agreement nor create any liability if the same arises from any cause or causes beyond the control of the parties hereto, including, without limitation, acts of God, acts or omission of any government; compliance with laws, regulations, orders or requests of any Government; fires, storms, floods or earthquakes; wars, rebellions, revolutions, riots, strikes or lockouts.

Article10. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Japan.

Article11. Arbitration: Any difference or dispute between the parties concerning the interpretation or validity of this Agreement or the rights and liability of the parties shall be settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The award thereof shall be final and binding upon the parties hereto. Judgement upon such award may be entered in any court having jurisdiction thereof

Article 12. No Waiver: No failure of delay of either party to require the performance by the other of any provision of this Agreement shall in any way adversely affect such provision after that. No waiver by either party of breach of any provision of this Agreement shall be taken to be a waiver by such party of any succeeding breach of such provision

Article 13. Independent Contractors: The parties are independent contractors, and nothing contained here in shall constitute or be construed to create a partnership, agency or joint venture between the parties.

Article 14. Severability: In the event that any of the provisions of this Agreement proves to be invalid or illegal, that will not in any way affect, impair or invalidate any other provision, and all other provisions of this Agreement will be in full force and effect.

Article 15. Confidentiality: All information furnished by or its representatives to (Your company)  under this Agreement shall remain strictly confidential between the parties hereto.

Article 16. Limitation on Liability: 1. TAISEI Co., Ltd. will in no event be liable to (Your company)  for cumulative damages greater than the total amount paid by (Your company)  to TAISEI Co., Ltd. for the performance by TAISEI Co., Ltd. of this Agreement and invoiced by (Your company)  hereunder. 2. Either party will in no event be liable for incidental, consequential, or special damages, even if the other party is notified of the possibility of such damages.

Article 17. AX: Any tax arising from the separate business activities conducted by ABC and XYZ pursuant to this Agreement shall be borne and paid by the party upon whom such tax is imposed by applicable law.

Article 18. Survival: The Provision of Articles26.(Confidentiality) and 21.(Arbitration) shall survive the termination of this Agreement.

Article 19. Hardship: If between the date of this Agreement and the date on which the performance of the obligations of either party under this Agreement is to be made, there should be a material change in market condition or other circumstances, or a substantial change in exchange rate, which would impose hardship on either party in performing its obligations under this Agreement, then both parties hereto shall, at the request of either party, meet, discuss and review in good faith, the terms and conditions of this Agreement so that it may be revised to resolve and overcome such hardship for the mutual benefit of both parties and the maintenance of good relationship.

Article 20. No Set-off: In the event of any claim being made by (Your company)  against TAISEI Co., Ltd., (Your company)  shall not be entitled to withhold any amount due under this Agreement or any individual contract or to set off the amount of such claim against any amount de under this Agreement or any individual contract. All such claims shall be