「英文輸入契約書裏面条項」の見本

General Terms and Condition

We as buyer are pleased to confirm this day our purchase from you as Seller, subject to all of the TERMS AND CONDITIONS ON THE FACE AND RESERVE SIDE HEREOF. If you find herein anything not in order, please let us know immediately, Otherwise, these terms and conditions shall be considered as expressly accepted by you, and constitute the ENTIRE AGREEMENT between the parties hereto.

1) NO ADJUSTMENT

The price described on the face hereof shall be firm and final and shall not be subject to any adjustment as a result of a change in Seller's cost which may occur due to a change in material or labour costs or in freight rate(s) or insurance premium(s), or any increase in tax (es) or duty(is) or imposition of any new tax(es) or duty(ies).

2) CHARGES

All customs duties, taxes, fees, banking charges and other charges incurred on the Goods, containers and / or documents arising in the countries of shipment and/or origin shall be borne by Seller.

3) SHIPMENT

Seller agrees to ship the goods described on the face of this contract punctually within the period stipulated on the face of this contract.

In the event Seller fails to make timely shipment of the Goods, Buyer may, upon written notice to Seller and at Buyer's sole discretion, extend the period for shipment or cancel this Contract, in either event without prejudice to any of the right and remedies available to Buyer, including but not limited to claim for damages arising out of or in connection with such delay in shipment.

In the event that shipping/freight space is arranged by Seller, Seller shall, unless otherwise agreed in this Contract, ship the Goods on an ocean-going vessel or air freighter of a type normally used for the transportation of the goods of the same type as the Goods shall be carried by the usual route or routes without any deviation.

Seller shall notify by cable or other means to Buyer, immediately upon completion of the loading of the above mentioned vessel(s) or aircraft(s), the particulars of shipment, including the Contract number, vessel's name, sailing date, loading port, description of the Goods and packing, quantity loaded, invoice amount and any other particulars essential to the Contract.

4) INSURANCE

If this Contract requires or authorises Seller to insure the Goods, Seller shall, unless otherwise agreed on the face hereof, insure the Goods,

i) for a value equal to one hundred and ten percent (110％）of the CIF amount of the goods

ii) on the basis of All Risks (Institute Cargo Clauses) or on equivalent terms,

and

iii) with underwriter(s) or insurance company(ies) of good repute.

Any additional insurance coverage shall be arranged by Seller upon the special request and on the account of Buyer.

5) CLAIM

Any claim by Buyer, except for latent defects, shall be made in writing as soon as reasonably practicable after arrival of the Goods at their final destination and unpacking and inspection thereof, whether by Buyer or any customer of Buyer.

Seller shall be responsible for latent defects of the Goods, notwithstanding inspection and acceptance of the Goods, provided that notice of claim shall be made within six (6) months after the Goods become available for inspection, whether by Buyer or any customer of Buyer.

6) WARRANTY

Seller warrants that

i) the Goods shall fully conform to the description of the Goods on the face hereof and any and all data and materials shown as the basis of this Contract, such as specifications, sample, pattern, drawings, etc.

ii) the Goods shall be of good quality, merchantable, be free of any encumbrance, and fit or suitable for the purpose(s) intended by Buyer or Buyer's customer(s).

Such warranty shall not be deemed to have been waived by reason of inspection and/or acceptance of the Goods or by the payment thereof by Buyer.

If Buyer should find any defect in the Goods and notify Seller of that fact, Buyer shall have the following option(s):

i) to require Seller to replace or repair the Goods at Seller's expense and risk,

ii) to reject the Goods,

iii) to cancel the whole or any part of this Contract at any time.

In either event, Buyer may require Seller to compensate any loss or damages suffered by Buyer or Buyer's customer(s) due to or arising from such defects.

7) PATENT, TRADE MARK, etc.

Buyer shall hold Buyer harmless from, and shall waive any claim against Buyer for, any liability for infringement of patent, utility model, design, trade mark, brand pattern, copy right, or other industrial property rights in the Goods, provided however that Buyer shall be liable for such infringement in Buyer's country, if the above mentioned rights so infringed shall have been designated or selected by Buyer.

In case any dispute or claim arises in connection with the above right(s), Seller shall indemnify, reimburse and compensate Buyer for all losses and damages including costs, expenses and charges for defensive actions by Buyer, if Buyer should incur them as a result of such dispute or claim.

8) FORCE MAJURE

Buyer shall not be liable for any delay or failure in taking delivery of all or any part of the Goods, or for any other default in performance of this Contract due to the occurrence if any event of force majure (hereinafter referred to as "Force Majure " such as, Act of God, war or armed conflict, ........, or any other similar cause which seriously affects Buyer or any of his customers, directly or indirectly, connected with the purchase, resale, transportation, taking delivery of the Goods.

In any event of Force Majure, Buyer notify Seller in writing of such event(s) and Buyer may, in its sole discretion and upon notice to Seller, either terminate this Contract or any portion thereof affected by such event(s), or delay performance of this Contract in whole or in part for a reasonable time.

If seller is unable to deliver the Goods in whole or in part as specified on the face of this Contract by similar reason(s) as above-mentioned, without Seller's fault, Seller shall immediately notify Buyer in writing of such delay with the reason thereof, and Buyer shall, if requested by Seller, agree to extend the time of shipment until such event(s) shall no longer prevent delivery by Seller. In the event, however, the above mentioned event(s) cause a delay beyond thirty(30) days, Buyer may, in its sole discretion and upon written notice to Seller, terminate this Contract or portion thereof affected such event(s), and Seller shall reimburse to Buyer any amount of money paid by Buyer to Seller with respect to any undelivered portion of this Contract.

9) DEFAULT

If Seller fails to perform any provision of this Contract or any other contract with Buyer or commits a breach of any of the terms, conditions and warranties in this Contract or any other contract with Buyer, or if proceedings in bankruptcy or insolvency or similar proceedings are instituted by or against Seller, or if a trustee or a receiver for Seller is appointed, or if Seller goes into dissolution or liquidation or transfers a substantial part of its business or assets, Buyer may, by giving notice to Seller,

i) stop or suspend its performance of this Contract or any other contract with Seller,

ii) reject the shipment or taking delivery of the Goods,

iii) dispose of the Goods, if delivery has been taken for the account of Seller in such manner as Buyer deems appropriate and allocate the proceeds thereof to the satisfaction of any and all of the losses and damages caused by Seller's default, and/or

iv) cancel the whole or any part of this Contract or any other contract with Seller.

In any such event, Buyer may recover all losses and damages caused by Seller's default, including but not limited to, loss of profit which would have been obtained by Buyer from resale of the Goods and damages caused to any customer purchasing the Goods from buyer.

10) NO ASSIGNMENT

Seller shall not transfer or assign the whole or any part of this Contract, or any of his rights or obligation accruing hereunder without Buyer's prior written consent.

11) NO WAIVER

No claim or right of Buyer under this Contract shall be deemed to be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by Buyer.

12) ARBITRATION

Any disputes, controversy or difference which may arise between the parties hereto, out of or in relation to or in connection with this Contract, or any breach hereof shall be settled, unless amicably settled without undue delay, by arbitration in (Tokyo), Japan in accordance with the rules of procedure of The Japan Commercial Arbitration Association. The arbitral award shall be final and binding upon both parties.

13) TRADE TERMS & GOVERNING LAW

Trade terms such as FOB, CIF and any other terms which may be used in this Contract shall have the meanings defined and interpreted by the Incoterms 1990 Edition, ICC Publication No. 460, as amended, unless otherwise specifically provided in this Contract. The formation, validity, construction and performance if this Contract shall be governed by and construed in accordance with the laws of Japan.

茨城県取手市西１丁目３９番３号
有限会社ジャパントレードリンク
TEL:0297(70)1288, Fax: 0297(70)1289