STAHL JAPAN LIMITED
GENERAL CONDITIONS OF SALE
1. GENERAL
1.

In these general conditions of sale:a.

“Agreement” means an agreement for the delivery of Products by STAHL to the Purchaser;b.

“Sales Conditions” means these general conditions of sale;c.

“E.T.A.”: the date on which the goods are delivered to the buyer at named destinationaccording to the agreed Incoterms 2020, barring any unforeseen circumstances;

d. “Offer” means any offer submitted by STAHL to the Purchaser for the delivery of Products,
including information regarding the Products such as prices, product information, technicaldata sheets, certificates etc.;e.

“Products” means any product or products, any auxiliary or auxiliaries to any product or
products, any service or services, and/or any part of any of these;f.

“Purchaser” means any person, legal or natural, that has entered into or wishes to enter into
an Agreement with STAHL;g.
2.

“STAHL” means Stahl Japan Limited., established in Tatsuno, Hyogo, Japan.

The Sales Conditions shall apply to and be part of any Agreement, Offer or request hereto between
STAHL and the Purchaser and any follow up, extension, repetition or consequent arrangement
resulting from any of these.

3.

Any general conditions put forward by the Purchaser, whether relating to purchasing or otherwise,
shall not apply, are expressly repudiated and shall not be binding, unless and to the extent thatthey have been specifically accepted by STAHL in writing.

4.

STAHL is entitled to unilaterally amend these Sales Conditions. In that case, STAHL will informthe Purchaser of the changes in good time. There will be at least one month between thisnotification and the entry into force of the amended Sales Conditions.

5.

The provisions stipulated by the International Chamber of Commerce in Paris (Incoterms 2020)
shall apply to the Sales Conditions, the Agreement or any other agreement resulting from orrelated to the Agreement, unless agreed otherwise in writing.

2. OFFERS
1.

No Offer made by STAHL shall be binding with regard to price, contents, execution, delivery times,
availability etc., unless stated otherwise by STAHL in writing. If a non-binding Offer is acceptedby the Purchaser, STAHL may withdraw the Offer within two working days of receipt of thePurchaser’s acceptance of the Offer in writing.

2.

Subject to article 2(1) of the Sales Conditions, an Offer shall remain valid for sixty working days
after the day the Offer was made, unless stated otherwise by STAHL in writing.

3. AGREEMENTS
1.

An Agreement shall only be entered into if and when STAHL has confirmed the Agreement in
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writing by an order confirmation, or, if STAHL did not send an order confirmation, an Agreement
shall be entered into if and when the Purchaser received the Products and did not immediately
return them.
2.

If STAHL’s order confirmation differs from the Purchaser’s order, then the Purchaser shall bedeemed to have accepted the contents of STAHL’s order confirmation, unless a written notice tothe contrary is received by STAHL within two working days after the date of the orderconfirmation.

3.

Any Agreement made by an agent of STAHL or by any other person acting on behalf of STAHL,
including any addition and/or amendment to an Agreement and/or any commitment, shall not bebinding on STAHL, unless it has been confirmed in writing by an employee of STAHL.

4. DELIVERY
1.

Any time for delivery stated by STAHL is an estimate provided to the best of its knowledge andshall not be binding on STAHL.

2.

STAHL shall not be liable for any expense, loss or damage whatsoever suffered by the Purchaser
or a third party as a result of late or incomplete delivery. The Purchaser shall not cancel theAgreement solely on the basis of the late or incomplete delivery.

3.

The delivery shall be, at STAHL’s discretion, FCA (Free Carrier) STAHL Premises, unless agreed
otherwise by STAHL in writing.

4.

The Purchaser shall co-operate with the delivery and shall take receipt of the Products. If thePurchaser fails to take receipt of the Products for a period longer than ten working days after thedate of delivery, then STAHL may rescind the Agreement without prejudice to its right to claim
compensation for loss or damage. In case the Purchaser fails to take receipt of the Products, theyshall be stored at the expense and risk of the Purchaser.

5. QUANTITY
1.

Delivery and invoicing shall be carried out on the basis of net weight from Tatsuno, Hyogo or any
other warehouse of STAHL.

STAHL may deliver 3% (three per cent) more or less than thequantity provided for in the Agreement.
2.

If delivery is made in tankers, the net weight shall be deemed to be the net weight as stated in
the weight certificate of an official STAHL weighbridge, unless STAHL and the Purchaser haveagreed to designate another official weighbridge for this purpose.

6. PRICES AND CHARGES
1.

Unless stated otherwise by STAHL in writing, the prices shall be based on delivery FCA (Free
Carrier) STAHL Premises and do not include value added tax (VAT), other taxes and/or costs. If
applicable, VAT shall be added to the prices, charges and/or interest.

2.

If an alteration of or addition to the Agreement is agreed to at the request of the Purchaser,
STAHL shall be entitled to increase the agreed price. If STAHL does not receive the Purchaser’s
instructions in time, the Purchaser shall compensate STAHL for any resulting costs.
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7. COMPLAINTS
1.

Upon delivery, the Purchaser shall immediately and as thoroughly as possible inspect theProducts. The Purchaser shall inform STAHL in writing of any complaint relating to any possible
defect within two working days of its discovery on this initial inspection. If any possible defect is
discovered after this initial inspection, but within six months of the date of delivery of the
Products, the Purchaser may inform STAHL of any complaint about this possible defect only
where the possible defect could not reasonably have been discovered in the initial inspection. On
the expiry of the time limitations provided here-above, no further complaints shall be valid andthe performance of the Agreement by Stahl shall be deemed to have been proper.

2.

The Purchaser has no right to complain about any possible defect if STAHL is not reasonably
afforded an opportunity and the facilities to investigate any such complaint. The Purchaser shall
only return delivered Products to STAHL on STAHL’s written authorization. The costs for
returning the Products are for Purchaser.

3.

The Purchaser shall inform STAHL in writing of any complaint about an order confirmation, pro
forma invoice or invoice within three working days of the date of the order confirmation, pro
forma invoice or invoice.

4.

Even if a Purchaser submits a complaint to STAHL, the Purchaser shall still perform all of its
obligations towards STAHL, including its payment obligations.

5.

STAHL may postpone further deliveries to the Purchaser until such time as STAHL has obtained
the results of an examination of the Products complained of and has accepted or rejected thecomplaint in writing.

8. WARRANTY
1.

STAHL warrants that the Products produced by STAHL are free from any defect and will
maintain their properties and application characteristics until Expiry date of these Products(“Warranty”), subject to the provisions in articles 7 and 8 of the Sales Conditions, unlesscommunicated differently with the confirmation/acceptance of the purchase order.

2.

The Warranty only applies if the Purchaser proves that:a.

the defect in the Products arose within the Warranty period indicated in article 8(1) of theSales Conditions;b.

the Product does not comply with the product specifications; andc.

the Products are stored in the sealed containers or any other packaging in which they were
supplied by STAHL and the storage instructions for the Products have been observed.

3.

If and to the extent that STAHL decides to grant a Warranty claim, STAHL shall decide within
its sole discretion to either replace the defective Products or to provide reimbursement for the
price of the Products. In this event, the Purchaser shall, with regard to the defect that was basis
for the claim under the Warranty, waive any right to further recovery, to further compensation,
to hold STAHL liable and to cancel the Agreement. Replacement of the Products shall not prolong
the original Warranty period.
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4.

The Warranty shall not apply where:a.

the defect is the result, in whole or in part, of the unusual, improper, injudicious or negligent
use of the Products and/or not following the storage instructions from Stahl:b.

the delivered Products were modified or altered;c.

the delivered Products were transferred to third parties, processed or used;d.

the defect is the result, in whole or in part, of regulations imposed by the authorities;e.

STAHL obtained the Products or parts thereof from third parties and STAHL itself cannot
claim under any warranty provided by such party;f.

raw materials, chemicals, goods and packaging were used by STAHL at the explicit
instructions of the Purchaser; org.

the defect in the Products is a minor deviation in quality, colour, finish, dimensions,composition, etc. that is acceptable in the trade or technically unavoidable.

5.

The Warranty shall not apply if the Purchaser has not met its obligations towards STAHL. The
Warranty shall neither apply to the Purchaser’s compliance with a recommendation or suggestion
by STAHL as to the use of the delivered Products, since such a recommendation or suggestion is
only made to the best of its knowledge.

9. LIABILITY
1.

Notwithstanding any provision in the Agreement, STAHL shall never be liable for:a.

STAHL’s non-fulfilment or breach of its obligations under the Agreement due to force
majeure as defined in article 12 (force majeure);b.

a negligent or intentional act or omission on the part of STAHL’s employees, third parties
engaged by STAHL, or persons recommended by STAHL, including as a result of any
instructions given by those persons as to the application or use of the Products delivered by
STAHL, with the exception of an intentional act or gross negligence on the part of STAHL’s
executives;c.

the unsuitability of the Products for any particular purpose or damage caused by unusual,injudicious or improper use or storage of the Products;d.

loss or damage resulting from mixing any product or products in the Products with any
product or products of an origin other than from STAHL;e.

an undesirable reaction arising in the use of the Products as a result of the packaging of the
Products;f.

Products that have been resold, processed, repacked, adapted and/or altered in any way
whatsoever;g.

loss or damage resulting from non-compliance with safety instructions, storage instructions
or any other instructions for the use, storage, processing, application, etc. of the Products;h.

consequential loss or damage, indirect loss or damage, including but not limited to loss of
profits, and loss or damage to third parties;i.

loss or damage relating to the Products in circumstances where the Warranty does not apply
pursuant to article 8 (warranty); and
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j.

infringement of any patent right belonging to a third party in connection with the Products
delivered.

2.

Despite the provisions in these Sales Conditions and the Agreement, any liability on the part of
STAHL under the Agreement shall be limited to:a.

the replacement of the faulty Products; orb.

indemnification not exceeding cost of the Products in question, if, according to STAHL’s
judgement, such a replacement is impossible. If the Products were not produced by STAHL,STAHL’s liability shall not, in any event, exceed the liability of STAHL’s supplier towards
STAHL.

10. PAYMENTS
1.

Payment of all accounts shall be made within the term stated on the invoice, without any discountor deduction for any reason whatsoever, unless agreed otherwise in writing. If the Purchaser
fails to make payment within this term, the Purchaser shall be in default by operation of law
without any notice of default being required. The value date reported on STAHL’s bankstatements shall be deemed to constitute the effective date of payment.

2.

In the event of default in the payment of an invoice by the due date, the Purchaser shall be in
default and all claims of the Purchaser shall become fully due and payable immediately. In suchcase, and without prejudice to STAHL’s right under any contract or law, STAHL shall be entitledto (i) suspend (further) deliveries and/or (ii) charge interest on the overdue amount at the rate of
5% (five per cent) per annum, until the date of receipt of all outstanding payments.

3.

Upon and after entering into an Agreement the Purchaser shall be obliged to furnish, at STAHL’s
first request, adequate security for the fulfilment of its payment and other obligations under the
Agreement. A bank guarantee or a letter of credit shall be the only acceptable forms of security.
STAHL may suspend the performance of any obligation, including delivery, until the security
requested has been provided.

4.

If STAHL delivers the Products in instalments, the accounts relating to each instalment shall betreated as separate accounts and shall be payable in accordance with the payment terms
applicable to the whole Agreement.

5.

All payments made to STAHL by the Purchaser shall first be applied to pay off any outstanding
interest and/or costs owed by the Purchaser and then to pay off the amounts owed from any
outstanding invoices, starting with those owed the longest.

6.

The Purchaser shall pay all costs, including both legal fees and out-of-court costs, incurred in thecollection of any debt owed by a Purchaser.

11. RETENTION OF TITLE
1.

Notwithstanding the other provisions in these Sales Conditions, STAHL shall retain ownershipand title to the Products delivered to the Purchaser by STAHL until the Purchaser has made fulland final payment of all amounts (including interest, costs and penalties) that it owes to STAHL
under all Agreements entered into between STAHL and the Purchaser, including all joint
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obligations and all claims by STAHL based on default on the part of the Purchaser with regard tothese Agreements.

Nevertheless, the Purchaser may, in the ordinary course of its business,process or, in the event the Purchaser is a distributor of STAHL, sell these Products owned by
STAHL.
2.

The Purchaser shall at its own expense obtain adequate insurance coverage for the Products
owned by STAHL. This coverage shall be for loss, theft and any other risks for which insurance
is ordinarily obtained in the country in which the Purchaser has its headquarters/ storage
warehouse. At the first request of STAHL Purchaser will present STAHL a copy of the insurance
policy as well as proof of payment.

3.

Where the laws of the country or countries for which the Products are intended, to which theProducts are sent, or in which the Purchaser is situated do not acknowledge retention of title inthis way or set specific requirements for the validity or vesting of this right, in whole or in part,the Purchaser shall inform STAHL thereof in full before the delivery of the Products.

The

Purchaser shall, at STAHL’s first request, co-operate in satisfying these requirements or - at
STAHL’s sole discretion and on behalf of STAHL, - vest in the Products (whether delivered yet ornot) a security right that shall be similar in effect to retention of title and that shall be effective
against third parties. By entering into an Agreement the Purchaser grants STAHL irrevocable
authority to take any measures necessary to effect the above.
4.

As long as any Products are subject to retention of title or the Purchaser is subject to any otherobligation to vest or to arrange for the vesting of a similar security right on the Products pursuant
to the provisions in article 11(3) of the Sales Conditions, the Purchaser shall not grant a pledge
on the Products delivered by STAHL or encumber them in any way.

12. FORCE MAJEURE
1.

Neither party shall be responsible for any delays or failure to perform resulting from an act
beyond the control of a party (i.e. force majeure). In the case of STAHL, force majeure shall include,
but is not limited to, any act of God, strike, labour unrest, pandemic, illness on the part of STAHL’s
employees or staff, lockout, riot, default or delay on the part of STAHL’s suppliers of all or part of
the Products, act of war, shortage of or defect in raw materials, epidemic, transportation difficultyor failure, full or partial mobilisation, import and/or export prohibition, governmental regulations
superimposed after entering into the Agreement, fire, explosion, communication line failure,
power failure, earthquake, flooding and similar disasters. Force majeure shall not provide
grounds for not making payment.

2.

During the occurrence of any event of force majeure, a party’s delivery and other obligations shallbe suspended. If STAHL’s performance of its obligations is restricted or barred by force majeure
for a period in excess of three months, each party may dissolve the Agreement by sending awritten notice to that end. Following such notice, neither party will have any further obligation
under the Agreement, save for such obligations as either of them may have concerning Products
already delivered.

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13. EXPORT
1.

If the Products are sold for export outside Japan, STAHL will meet all the necessary
requirements to comply with customs formality and provide all necessary documents to export
the Products as required under the agreed Incoterm.

14. INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS
1.

Where and to the extent STAHL is entitled to any intellectual and/or industrial property rights
in connection with the Products, STAHL shall remain entitled to these rights after delivery of the
Products to the Purchaser, unless agreed otherwise in writing.

2.

The Purchaser shall not remove or change any indication of any intellectual and/or industrial
property right arising from the Products.

3.

Where Products are manufactured on the basis of a formula provided by the Purchaser, thePurchaser shall indemnify STAHL against and exempt STAHL from any claim submitted by third
parties in connection with delivered Products, particularly but not limited to any breach of an
intellectual or industrial property right held by a third party.

15. NULLITY
If any provision in the Sales Conditions is or becomes null and void, then the provision shall becomplied with as much as possible. In this event, the other provisions in the Sales Conditions shallremain in effect and the parties shall replace an invalid or unenforceable provision by one or more
new provisions that are in essence as similar as possible to the original one.
16. COMPETENT JURISDICTION
1.

The Sales Conditions, the Agreement and any agreement resulting from the Agreement or related
to the Agreement shall be governed exclusively by the Laws of Japan.

2.

Any dispute arising out of the Sales Conditions, the Agreement and any agreement resulting fromthe Agreement or related to the Agreement shall be submitted exclusively to the competent courtof Hyogo, Japan, unless this is barred by amendatory legal provision or unless STAHL submits
the matter to a competent court in the Purchaser’s place of business or residence.

3.

The UN Convention on Contracts for the International Sale of Products (CISG-Vienna, 11 April
1980) shall not apply to the Sales Conditions or an Agreement or any agreement resulting fromor related to the Agreement.

<ADDITIONAL TERMS>
1.

EXCLUSION OF ANTISOCIAL FORCESThe Seller and the Buyer shall represent and warrant the following to the other party:(1)

The Seller and the Buyer shall not be a member of a crime syndicate, a crime syndicate
related enterprise, an extortionist that threatens to disrupt general meetings ofshareholders, or a person equivalent thereto or a member thereof (hereinafter collectively
the "Anti-Social Forces")(2)

The company's officers (employees, directors, executive officers, or other persons equivalent
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thereto who execute the company's business) are not Antisocial Forces(3)

They do not allow Antisocial Forces to use its name to enter into this Agreement(4)

The parties shall not, by itself or by using a third party, commit any of the following acts inrelation to this Agreement:a.

Using threatening words or actions or violence against the other partyb.

Obstructing the other party's business or damaging its credibility by means ofdeception or force.

2.

In the event that either the Seller or the Buyer falls under any of the following, the other party
may terminate this Agreement without requiring any notice.
a.

When it is found that the other party has made a declaration contrary to the statements in(1) or (2) of the preceding paragraphb.

When it is found that the Agreement has been made against the statements in (3) of thepreceding paragraphc.
3.

If a party has acted contrary to the statements in (4) of the preceding paragraph.

If this Agreement is terminated pursuant to the provisions of Paragraph 2, the terminated party
may not make any claim against the other party for damages arising from the termination.

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