輸入契約書-裏面
長光正明 Copyright © Masaaki Nagamitsu 2009
| GENERAL TERMS AND CONDITIONS 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 labor costs or in freight rate(s) or insurance premium(s), or any increase in tax(es) or duty(ies) 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 country 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 rights and remedies available to Buyer, including, but not limited to, claims 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. 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 this Contract. 4 INSURANCE: If this Contract requires or authorizes 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, (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 possible 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, 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 therefore 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 defect. 7 PATENT, TRADE MARK, etc.: Seller 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, copyright, 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.注１ 8 FORCE MAJEURE: 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 of any event of force majeure (hereinafter referred to as "Force Majeure") 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, payment. In any event of Force Majeure, Buyer shall 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 period of 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, that the above-mentioned event(s) cause(s) a delay beyond thirty (30) days, Buyer may, in its sole discretion and upon written notice to Seller, terminate the Contract or portion thereof affected by 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 provisions 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 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.注２ 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 INDEMNITY: Seller shall defend, indemnify and hold Buyer, Buyer’s customer(s), users of the Goods, and its or their officers and directors harmless from and against any liability, loss damage, penalty, cost, expense and disbursement (including attorney’s fees) or personal injury, death or property damage as a result of any claim or dispute caused by, due to or relating, in any way, to the Goods or any defect or malfunction thereof or any infringement of any patent, trademark, utility model, design, copyright, mask work or any other intellectual property rights in Japan or in any other country, which indemnity shall survive the termination of this Contract.注３注４ 11 NO ASSIGNMENT: Seller shall not transfer or assign the whole or any part of this Contract or any of his rights or obligations accruing hereunder without Buyer's prior written consent. 12 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. 13 ARBITRATION: Any dispute, 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 Osaka, 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 hereto. 14 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 2000 Edition, ICC Publication No. 560, as amended, unless otherwise specifically provided in this Contract. The formation, validity, construction and performance of this Contract shall be governed by and construed in accordance with the laws of Japan. 15 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior written or oral agreements between the parties hereto concerning the subject matter hereof. No modifications of this Agreement shall be binding unless executed in writing by both parties hereto. |
注１:仮定法未来
注２：Buyer deems the proceeds thereof appropriate and allocate to the satisfaction of
deem＋目的語＋補語（形容詞）
注３：Seller shall defend, indemnify and hold
Buyer, Buyer’s customer(s), users of the Goods, and its or their officers
and directors harmless
from and against any
１） liability, loss damage, penalty, cost, expense and disbursement (including attorney’s fees) or
２） personal injury, death or property damage
as a result of
①any claim or dispute caused by, due to or relating, in any way, to the Goods or
②any defect or malfunction thereof or
③any infringement of any patent, trademark, utility model, design, copyright,
mask work or any other intellectual property rights
注４ mask work:半導体製品において、著作権や特許の申請と並んで、マスクワークを登録申請する事により、製品(完成品又は中間製品の別なく)に対する作成者の権利を保護できる様になっており、こうしたマスクワークでの著作権の保護については、米国をはじめオーストラリアや中国(香港)等でも法整備がされている。
参考サイト
http://caselaw.lp.findlaw.com/casecode/uscodes/17/chapters/9/sectio...
http://www.copyright.gov/circs/circ100.html#mask
http://www.cric.or.jp/gaikoku/america/america_c9.html