SALES AGENCY
AGREEMENT


 


This
SALES AGENCY AGREEMENT (“Agreement”) is entered into effective as of May 1, 2016 (the “Effective Date”)
between E&F Co., Ltd, a Japan corporation with principal offices at 1-2-38-8F, Esaka-cho, Suita-shi, Osaka 564-0063, Japan
(the “Company”) and Exceed Japan Co., Ltd, , a Japan corporation with its principal place of business at 4-3-8-8F,
Nishinakajima, Yodogawa-ku, Osaka-shi, Osaka, 532-0011, Japan (the “Supplier”).


 


1. Governing
Law


1-1
This Agreement shall be interpreted and governed in accordance with the laws of Japan.


 


1-2
Both party shall comply with all governmental laws and fulfil this Agreement faithfully by mutual confidence.


 


2. Purpose


2-1
The Company shall sell and distribute the supplement products which are provided by the Supplier (“Products”) as the
sales agency of the Supplier. Products are as follows:


		・	PURE
                                         ESALA



		・	POPOCA



		・	Le
                                         jeune



		・	Magic
                                         Soap in Bath



 


2-2
Both party may change or add Products by mutual agreement in writing.


 


3. Business
Transaction


The
Company shall purchase Products from the Supplier and sell to customers in the name and account of the Company.


 


4. Basic
Agreement


This
Agreement shall be applied in Separate Agreements (“Separate Agreements”) between the Company and the Supplier. If
there is a difference between this Agreement and Separate Agreements, Separate Agreements shall be prior to this Agreement.


 


5. Separate
Agreements


5-1
Necessary matters in the transactions under this Agreement shall be fixed in Separate Agreements at each transaction.


 


5-2
Separate Agreements shall be effective when writing order is closed.


 


6. Competing
products


If
the Company wish to deal competing products against the Supplier, the Company shall obtain a
written approval from the Supplier in advance.


 


7. Documentation


Discussion,
approval, notification, direction, claim, etc. shall be made through the documentation as a general rule. However, in case of
emergency, both party may contact and notify by telephone, facsimile, email, etc.


 


8. Delivery


8-1
The Supplier shall deliver Products to the place specified in Separate Agreements and the Company shall inspect delivered products
immediately after receiving of Products.


 


8-2
The Company shall complete the inspection in the preceding paragraph 30 days after receiving of Products. If the inspection is
not completed within such period, it shall be regarded to be completed and accepted.


 


8-3
If there is a quality defect or shortage in the inspection, the Supplier shall redeliver Products.


 


8-4
This article shall also be applied to redelivered products.


 


9. Ownership
and Risk Taking


9-1
The ownership of Products shall be transferred from the Supplier to the Company at acceptance of the inspection.


 


9-2
Risks of Products shall be transferred from the Supplier to the Company at acceptance of the inspection.


 


10. Ownership
and Risk Taking


10-1
The Company shall pay the Supplier the amount of Products by bank transfer. The closing date of amount shall be the end of the
month and the due date for payment shall be the end of the next month. The Company shall also pay bank transfer charge.


 


10-2
The Company shall pay sales taxes together with the amount of Products unless specified in Separate Agreements.


 


11. Defect
warranty liability


If
a product defect which has not been discovered in Products inspection is discovered, the Company may claim re-delivery of Products
or repayment of the amount for 3 months from date of delivery.


 


12. Prohibition
of Transfer of Power


Both
party shall be prohibited from transferring its status, rights and obligations which arise from this Agreement or Separate Agreements
to a third party without written consent of the other party.


 


13. Term


This
Agreement shall effect for 3 years from the Effective Date. Thereafter, this Agreement shall be renewed automatically for successive
additional 3 years terms unless either party chooses not to continue the relationship 30 days prior to the natural expiration
of the existing three-year term.


 


14. Termination


14-1
Each party may terminate this Agreement or Separate Agreements if the other party violate this Agreement or Separate Agreements
and cannot correct for 30 days from the improvement instruction.


 


14-2
This Agreement may be terminated by as follows:


 


14-2-1
By either party if the other party are seized


14-2-2
By either party if the other party becomes insolvent


14-2-3
By either party if the other party becomes bankrupt, or files a voluntary petition in bankruptcy


10.2.4
By either party if the other party becomes suspension of business or dissolution


10.2.5
By either party if the other party becomes worse of its property or credit


 


15. Elimination
of Antisocial Forces


15-1
Each party shall affirm to the other party as follows:


 


15-1-1
Each party does not have no relation to antisocial forces


15-1-2
Directors or officers in each party does not have no relation to antisocial forces


15-1-1
Each party does not enter into this Agreement for antisocial forces


15-1-1
Each party does not do threatening or violent behavior


 


15-2
Each party may terminate this Agreement or Separate Agreements if there is a violation in preceding paragraphs without notice.


 


15-3
In case of the termination in preceding paragraph, the party terminated cannot claim any compensation for damages.


 


16. Effect
of Termination


If
this Agreement terminate or expire, Separate Agreements shall be effective except for the case in the preceding article.


 


17. Compensation
for Damage


If
each party is damaged be the other party intentionally or negligently, the party which cause damage shall be liable to compensate
for damages


 


18. Abnormal
Natural Disaster


The
Supplier shall not be liable to compensation for losses due to force majeure, for example, abnormal natural disaster, war, riot,
revision or repeal of laws, exercise of public authority, etc..


 


19. Confidentiality
Obligation


19-1
Each word shall be defined as follows:


 


19-1-1
Disclosing Party shall be the party which disclose the information.


19-1-2
Receiving Party shall be the party which receive the information.


19-1-3
Confidential Information include all information or material which has or could have commercial value or other utility in the
business in which Disclosing Party is engaged and Disclosing Party specify as Confidential Information in writing.


 


19-2
Receiving Party shall not disclose Confidential Information to third party for the purpose of fulfillment of this Agreement or
Separate Agreements. Receiving Party's obligations under this Agreement do not extend to following information:


 


19-2-1
Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Receiving Party


19-2-2
Discovered or created by Receiving Party before disclosure by Disclosing Party


19-2-3
Learned by Receiving Party through legitimate means other than from Disclosing Party or Disclosing Party's representatives


19-2-4
Is disclosed by Receiving Party with Disclosing Party's prior written approval


 


19-3
Receiving Party shall hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of
Disclosing Party.


 


19-4
Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish,
copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party,
any Confidential Information.


 


19-5
Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials
in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.


 


19-6
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold
Confidential Information in confidence shall remain in effect until Confidential Information no longer qualifies as a trade secret
or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs
first.


 


20. Notification
Obligation


Each
party shall notify the other party following matters promptly:


 


20-1
Merger, company split, share transfer, share exchange, assignment of business or other significant change in management


 


20-2
Change of the representative, company name, head office, main bank, etc.


 


20-3
If there is possibility to be impossible to fulfill this Agreement or Separate Agreements


 


21. Mutual
Consultation


If
matters which are not covered by this Agreement and Separate Agreements or doubts about interpretation of terms or conditions
arise, each party shall resolve by mutual consultation faithfully.


 


22. Jurisdiction
of Court


Jurisdiction
of the court shall be the district court of first instance having jurisdiction over the location of the head office of the Supplier.





 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


May
1, 2016


 


Company


E&F
Co., Ltd.


Tomoo
Yoshida, President


/b/
Tomoo Yoshida


 


Supplier


Exceed
Japan Co., Ltd.


Koichi
Yoshimi, President


/b/
Koichi Yoshimi