TAISEI KAKO CO.,LTD. GENERAL TERMS AND CONDITIONS OF SALE (for Export)
pick-up and then sell the Products at a commercially reasonable price without
1. CONFLICTING TERMS AND CONDITIONS
The following are the terms and conditions of sale (collectively, “Conditions of Sale”)
prejudice to its right to claim damages from Buyer for any shortfall resulting fromfor all exported products (the “Products”) sold by TAISEI KAKO CO., LTD. (thesuch sale or account to the Buyer for any excess achieved over the price in the Order“Company”) to the buyer (“Buyer”). Any Company quotation (each, a “Quotation”)
Confirmation, in both cases having taken into account any charges related to the sale,or order confirmation (each, an “Order Confirmation”) is an offer subject to andor rescind the sale after such grace period.
expressly conditioned upon these Conditions of Sale, except to the extent otherwise
b. Delivery dates for Products provided by Company are not guaranteed dates forstated or agreed by the Company in writing. Any provisions, conditions, or terms
delivery of the Products. Lead times for deliveries, if provided in the Quotation, shallcontained in Buyer’s purchase order (each, a “Purchase Order”), which are in addition
not commence until Buyer has provided Company with all technical information
to or not consistent with the Company’s offer and these Conditions of Sale, are nullnecessary to process the Order and/or set up the means of credit or payment provided
and void and not binding on the Company. Buyer and Company agree that thesefor in the Order Confirmation.
Conditions of Sale are the exclusive terms and conditions of sale between Buyer andc. Buyer shall arrange for receipt of the Products per the acknowledged and accepted
Company with respect to the Products, that they apply to all Purchase Orders acceptedscheduled delivery date noted on the Order Confirmation. Failure to take delivery of
by Company as provided in Section 2.c below (each, an “Order”) and that they
Products on the scheduled date will result in a storage fee assessed at a monthly rate
supersede and replace all other prior and contemporaneous quotes, proposals, andof 2.5% of the value of the Products.
other communications and understandings between the parties, whether oral, written,
d. Unless otherwise agreed to by Company in writing, the quantity of every Order forelectronic or implied, relating to the subject matter hereof. In the event of any conflict
Products delivered by Company may be up to five percent (5%) greater or less thanbetween these Conditions of Sale and Company’s special terms as set out in a
the quantity specified in the Order Confirmation, and Company may invoice Buyer,
Quotation and/or an Order Confirmation and/or any other separate written document
and Buyer shall pay Company, for such greater or lesser quantity accordingly.
issued by Company, the provisions of such special terms shall prevail over thee. Company reserves the right to ship and invoice Orders in installments.
provisions of the Conditions of Sale.
f. Any claim for short shipment must be made in writing to Company within three(3) days following the date of delivery of the relevant shipment of Products.
2. PRICES, ORDERS, INVOICES AND PAYMENTa. Unless otherwise specified, prices quoted are for the Products only, and do not
g. Buyer shall accept or reject Products within thirty (30) days following delivery. In
include any amount for freight, insurance, fees, custom duties, or Federal, State or
the event that Buyer fails to notify Company in writing of rejection and the specific
Local excise, sales, use, service, occupation, gross income, property or similar taxes,
grounds therefor within such time period, Buyer shall be conclusively deemed toall of which are the responsibility of the Buyer. The Company shall have the right tohave accepted such Products without qualification.
include taxes which may be applicable to the prices for the Products in the event that 4. CHANGE OR CANCELLATION OF ORDERS
Buyer does not supply the Company, prior to sale of the Products to Buyer,
Upon receipt of the Purchase Order from the Buyer, the Company reserves the rightappropriate sales, use, excise or other applicable tax exemption certificates. Prices
to immediately procure materials and start production. The Buyer shall be liable forquoted are subject to change or cancellation at any time without notice and in any
any raw materials, components or finished goods purchased or produced at the time
event expire Ninety (90) days following the date of the quote, unless otherwiseof any Purchase Order change or cancellation.
indicated therein or extended in writing by Company.
5. PRODUCT SUITABILITY
a. It is the Buyer’s sole responsibility to (i) choose the Products and define any
b. Company reserves the right to make adjustments to pricing, Product offerings andspecial or customized technical or packaging specifications for the Products, (ii)
Product warranties for reasons including, without limitation, changing market
ensure that the Products that it orders from the Company are suited for their intended
conditions, Product discontinuation, Product and raw material unavailability,use, (iii) ensure the Products are compatible with the content that the Buyer is to put
manufacturer price changes, supplier price changes and errors in quotes orin the finished packaging and products sold by the Buyer and (iv) ensure complianceadvertisements.
with all applicable regulations of the finished products that it markets.
c. All Purchase Orders are subject to acceptance by Company. Company shall not be
b. Company may perform tests for compatibility; such testing, however, is not a duty
bound to sell any Products to Buyer unless Company has accepted a Purchase Orderof Company. COMPANY MAKES NO REPRESENTATION OR WARRANTY,
by issuing a written Order Confirmation to Buyer or by shipping Product subject to a
EXPRESS OR IMPLIED, THAT ANY TESTS BY COMPANY ARE ADEQUATEPurchase Order.
OR SUFFICIENT FOR BUYER’S PURPOSES, AND BUYER AGREES NOT TO
d. Unless otherwise mutually agreed by Buyer and Company in writing, Company
HOLD COMPANY RESPONSIBLE FOR SUCH ADEQUACY OR
invoices shall be due and payable in Japanese yen thirty (30) days from the date of
SUFFICIENCY.
Company’s invoice, without deduction, withholding or set-off. If Buyer at any time is
6. WARRANTY
delinquent in the payment of any invoice, Company may in its sole discretion, anda. Prototypes, samples and other development Products are sold “AS-IS” and without
without prejudice to its other rights, withhold shipment of any Order. Any sum not
any representation or warranty, express or implied.
paid by Buyer when due shall bear interest until paid at a rate of 1.5% per month or
the maximum rate permitted by applicable law, whichever is lower. In the event of ab. Products sold hereunder are warranted by the Company to be free from defects
under normal use and conform to the specifications provided by Company along
payment default, Buyer shall be responsible for all of Company’s costs of collection
with the Quotation for the Products or, with respect to orders for Products set out inincluding, but not limited to, court costs, filing fees and attorneys fees. Partial
an Order Confirmation, to Buyer’s written specifications previously accepted by thepayments shall be applied in the following order of priority: (i) outstanding invoices
Company in writing. Unless otherwise agreed upon by the parties in writing, Buyer’s(oldest first); (ii) any late payment interest; and (iii) payment of expenses incurred byrights under this warranty are extended for a period of one (1) year from and after theCompany in recovering late payments.
date of delivery of the Products to Buyer. Company is not responsible for normal
e. The Quotation is subject to the Company’s current credit policies and practices.
wear and tear of the Products, Buyer’s negligence or any non-conformity or defect in
The Company reserves the right, in its sole discretion, to approve, disapprove, or
the Products that (i) is created after the Product is shipped by Company, includingchange Buyer’s credit limit or to impose credit terms, including without limitation the
any non-conformity/defect resulting from Buyer’s negligence, handling, maintenancerequirement that Buyer make full or partial advance payment. In the event of aor failure to properly use, maintain or store the Products; (ii) results fromcomplete or partial failure to pay, the Company may, at its option, revoke any credit
modifications to the Products by Buyer or a third party, or (iii) results fromextended to Buyer, suspend all shipments under open Orders until Buyer’s account iscomponents or materials provided by or on behalf of Buyer. Buyer’s sole andcurrent, or offset such amount against any payments due or that become due from theexclusive remedy, and the Company’s sole and exclusive obligation under thisCompany or its Affiliates to Buyer including without limitation payment due towarranty, is to at Company’s option, repair, replace or issue to Buyer a credit for the
Buyer.
purchase price for any Products sold hereunder with any defect or non-conformity
f. For good and valuable consideration, the receipt and sufficiency of which Buyer
warranted against, provided the Company receives written notice of the defect during
hereby acknowledges, Buyer grants to the Company a security interest and right ofthe period of warranty and Buyer returns the defective Products to the Company at apossession in and to the Products covered hereby, and all accessions, replacements,
location designated by the Company accompanied by Company’s formal written
proceeds, and products thereto or therefrom, to secure payment of the purchase pricereturn authorization. If the Company determines that the Product conforms to theof such Products until Buyer makes full payment. Buyer will cooperate in whatever
Order Confirmation, the Product will be returned at Buyer’s expense.
manner necessary to assist the Company in perfecting and recording such securityc. The Company disclaims any and all liability for equipment, materials and softwareinterest.
not furnished by the Company which is attached to, or used in conjunction with, the
3. DELIVERY
Products and the Company disclaims all liability for operation of the system, if any,a. For international shipments, title and risk of loss or damage to the Products willof which the Products are a part.
pass to Buyer upon delivery of the Products to the applicable Incoterms 2020 delivery
d. The warranty provided in paragraph 6. b) above is extended by the Company topoint. Should Buyer or its carrier fail to pick up the Products on the scheduled
Buyer only, and is the complete and exclusive warranty for Products manufactured
delivery date. Japanese domestic shipments will be delivered by based on eachby the Company. Company specifically excludes any warranty of suitability,
quotation and/or agreement. The Company reserves the right to invoice Buyer
adaptability or compatibility of the Products with the Buyer’s needs for the purposes
reasonable storage fees for the Products from and after such date. Company may alsoof manufacturing finished, semi-finished or intermediate products, for the purposes
give Buyer notice of its intent to sell the Products, set a reasonable grace period for

TAISEI KAKO CO.,LTD. GENERAL TERMS AND CONDITIONS OF SALE (for Export)
relationship with Company and for five (5) years after termination thereof for anyof incorporating the Products into other products. EXCEPT AS SPECIFICALLY SET
reason whatsoever, to keep absolutely confidential and not disclose to any third
FORTH HEREIN, ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING
parties any information or materials of any kind provided by Company to Buyer or
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
its agents verbally, in writing or in any other form including, but not limited to,
PARTICULAR PURPOSE, ARE EXCLUDED. COMPANY ALSO DISCLAIMS
information or materials of a commercial, financial or legal nature concerning
ANY WARRANTY OF NON-INFRINGEMENT OF ANY INTELLECTUAL
Company, its know-how or its Intellectual Property Rights relating to the design,
PROPERTY RIGHTS OF THIRD PARTIES WITH RESPECT TO THE
manufacture, studies, plans, drawings, documents, models, prototypes, objects or
PRODUCTS. This warranty shall not be enlarged and no obligation or liability shallother materials relating to the Products, all of which Buyer shall return to Company
arise out of the Company’s rendering of technical advice and/or assistance.
upon Company’s request.
e. The Buyer represents and warrants that any customized specifications for theb. Confidentiality obligations shall not extend to information that is in the public
Products provided to the Company do not and will not infringe the rights of third
domain, has become public domain other than by Buyer’s breach of confidentiality,
parties (including but not limited to any third party Intellectual Property Rights).
that is lawfully received from third parties, or to the extent Buyer is held to disclose
7. LIMITATION OF LIABILITY
information under the law or by governmental or judicial order.
a. No action shall be brought for any breach of this agreement more than one (1) year
10. IMPORTATION AND EXPORTATION
after the accrual of such cause of action.
Buyer shall comply with all applicable export control laws and shall not, directly or
b. Buyer’s exclusive remedy shall be for damages and Company’s maximum liability
indirectly export, re-export, resell, ship, or divert any Product, material, service,
shall not in any case exceed the purchase price for the relevant Products giving rise totechnical data, or software furnished hereunder to any person, entity, project, use, orthe claim, regardless of whether the claim is based on contract, breach of warranty,
country in violation of the laws or licensing requirements of the Japan or any othernegligence (including gross negligence), strict liability, statutory violation, or
appropriate national authority. Buyer shall indemnify and hold the Company
otherwise, notwithstanding any failure of essential purpose or of any limited remedy.
harmless for any and all claims, demand, cost, fines, penalties, fees, expenses, orUnder no circumstances AND NOTWITHSTANDING THE FAILURE OF
losses arising from Buyer’s failure, intentional or unintentional, to comply with the
ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN shallforegoing paragraph.
COMPANY OR ITS AFFILIATES be liable for any consequential, incidental,
11. ARBITRATION
special, punitive, or exemplary damages, lost profits, OR interruption of businessThis Agreement shall be governed by the laws of Japan. Any dispute arising out oflosses, costs, or expenses of any kind, EVEN IF THE COMPANY HAS BEEN
or in connection with this Agreement shall in the first instance be referred to the
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties expressly
parties for discussion. If the dispute is not resolved within one (1) month from thatagree that the above limitation on damages is an allocation of risk constituting in partreferral, the dispute shall be finally resolved by arbitration in Japan in accordance
the consideration for this agreement.
with the Japan Commercial Arbitration Association,(JCAA). The arbitrator’s
8. PROPERTY RIGHTS;
judgement shall be final and binding on the parties.
8.1. INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
12. GENERAL
The sale of the Products furnished hereunder does not convey any license by
a. No modifications hereto shall be effective unless they are agreed upon in writing
implication, estoppel or otherwise under any proprietary, patent right or otherby both parties. No course of prior dealings between the parties and no usage of tradeIntellectual Property Rights (as defined below) of the Company covering the Products
will be relevant to determine the meaning of these Conditions of Sale or any
or combination of the Products with other elements. Unless otherwise agreed to in
Quotation, Order Confirmation, Order or invoice, or any document in electronic or
writing, the Company retains all title and all rights to Intellectual Property Rights
written form that is signed and delivered by each of the parties.
relating to the Products. Except as specifically provide herein, the sale of Productsb. The failure of the Company to insist, in any one or more instances, upon theconveys no license to Buyer under any Intellectual Property Rights of the Company.
performance of any of the terms or conditions of these Conditions of Sale, or to
Buyer shall defend, indemnify and hold harmless Company and the entities thatexercise any right herein, shall not be construed as a waiver or relinquishment of thecontrol, are controlled by, or are under common control with Company (such entities,
future performance of any such term or condition or the future exercise of such right.
“Affiliates”), and its and their directors, officers, employees, successors and assignsc. No right, interest or obligation these Conditions of Sale may be assigned orfrom and against any claims, demands, lawsuits, losses, damages, liabilities, costs anddelegated by either party without the written permission of the other party.
expenses (including reasonable fees and disbursements of counsel), and judgments
and settlements of every kind that may be made by any third party arising out of ord. These Conditions of Sale shall be governed and interpreted in accordance with therelating to any claim that the specifications, designs, processes or requirements for thelaws of Japan, without reference to principles of choice and conflicts of laws.
Products provided by Buyer infringes or misappropriates any third party Intellectuale. Company shall not be responsible for and no liability shall result to Buyer for any
Property Rights. For purposes hereof, the term “Intellectual Property Rights” mean,
delays in delivery or in performance which result in circumstances beyond
collectively, copyright rights (including, without limitation, the exclusive right to use,
Company’s reasonable control including, without limitation, product unavailability,
reproduce, modify, distribute, publicly display and publicly perform the copyrighted
carrier delays, delays due to fire, flood, storm, severe weather conditions, pandemics,work), trademark rights (including, without limitation trade names, trademarks,
failure of power, labor problems, acts of war, terrorism, embargos, acts of God,
service marks, and trade dress), patent rights (including, without limitation, theshortages of supplies of raw materials or components or acts of any government or
exclusive right to make, use and sell), trade secrets, moral rights, right of publicity,
agency (each an “Event of Force Majeure”). Company may cancel any Order upon
authors’ rights, goodwill and all other intellectual property rights as may exist now
written notice to Buyer should an Event of Force Majeure continue for a period of
and/or hereafter come into existence and all renewals and extensions thereof,
sixty (60) or more consecutive days.
regardless of whether such rights arise under the laws of Japan and/or the Bayer’s
f. The Company may exhibit to in any public event such as trade fairs, exhibitions orcountry or jurisdiction.
shows, in any advertising and commercial documents, and to Company investors and8.2. FIXED PROPERTY RIGHTS AND INDEMNIFICATION
potential investors, the Products made for Buyer.
The right of fixed property for producing products, which are molds, tools, machinesg. The relationship between Company and Buyer is that of independent contractors
and relating equipment are owned by company. In event of any special or customized
and not that of employer/employee, partnership or joint venture.
technical or packaging specifications for the Products, buyer can invest and own
h. If any term of these Conditions of Sale is found by a court of competentmolds, tools, materials and so on. However fixed properties shall only be usedjurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affectinternally in Company. Fixed properties, its drawing and know-how shall not be
the validity, legality or enforceability of the other terms and conditions hereof orprovided to a mold owner. It shall not be provided for any party use. When the moldthereof or the whole of these Conditions of Sale.
becomes disused, it shall be scrapped inside Company. A Certificate of Disposal willi. This Section and the following Sections shall survive the expiration or termination
be issued to a mold owner. We may request a mold renewal after five (5) years or Oneof these Conditions of Sale: 1, 2a, 2d, 2e, 2f, 3a, and 4 through 12.
million (1,000,000) shots of usage.
9. CONFIDENTIAL INFORMATION
a. Unless the Buyer and Company are parties to an existing agreement governing theconfidentiality of information to be transferred between the parties (an “Existing
Confidentiality Agreement”), in which case the Existing Confidentiality Agreement
shall govern the treatment of such information in connection with these Conditions ofSale in lieu of this Section 9, Buyer hereby undertakes for the duration of its

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13 Sep. 2021