THIS AGREEMENT, effective as of March 14, 2021, is made and entered into by and between True Foods Ltd., a California company of address 118 Grace Avenue, Los Angeles, 11858, U.S. (“the Seller”), and Mega Stores Company, a Japanese Company of address 555 Chiwawa St., Nagasaki, 58965, Japan. (“the Buyer”).
WHEREAS the Seller offers to sell the product identified in Section 1 below under the terms of this Agreement,
WHEREAS the Buyer accepts to purchase the said product under the terms of this Agreement,
NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
- AUTHORITY TO ENTER INTO CONTRACT
Both parties agree that they have full authority to enter into this Contract.
- PRODUCTS & DESCRIPTION
Under this Agreement, the seller agreed to provide, and the buyer agrees to purchase 150,000 kg of Californian frozen large-size, prime-quality avocadoes.
This Contract shall last for a term of one (1) year.
- DELIVERY CONDITIONS
The Seller shall deliver the products in six shipments, six times a year.
The Buyer shall pay USD 20,000 per shipment.
- CURRENCY OF SALE
The currency of sale shall be in U.S. Dollars (USD).
- TYPE AND TIMING OF PAYMENT
Buyer shall make the payments through wire transfer. 50% of the payment shall be made upon the dispatch of the products and the remaining 50% shall be made upon delivery of the products.
The Buyer shall package the products in steel boxes. Further, the boxes shall have the Buyer’s logo and Commercial Registration number.
- CONTRACT OF CARRIAGE
The products shall be shipped by sea from Los Angeles to Japan. The Seller shall arrange for shipment; and shall bear all shipping costs.
- RECEIPT AND DELIVERY
The shipment shall reach Japan within ten (10) days from dispatch in Los Angeles.
- INSPECTION OF GOODS
The Buyer shall inspect the goods upon delivery. Where goods are damaged the Buyer shall notify the Seller. The Buyer may reject the damaged goods.
The Seller shall make available to the Buyer the following documents: Commercial invoice; Packing list; Insurance documents; Certificate of origin; Certificate of inspection; Customs documents; and other documents.
- COUNTRY OF ORIGIN
The products are from the United States.
- CUSTOMS CLEARANCE
Both Parties shall apply their respective customs procedures in a predictable, consistent and transparent manner.
- TRANSFER OF RISK
Risk of loss or damage shall pass from Seller to Buyer and delivery shall be deemed to occur upon transfer of possession to the first carrier or Buyer’s representative at the delivery point.
- CARGO INSURANCE
Buyer shall cause to be obtained and maintained cargo insurance in the amount of not less than value of the goods being shipped per occurrence.
- PENALTIES AND REMEDIES
In the event the Seller does not deliver the Goods at the agreed time, and if the goods do not match the specifications and/or descriptions above, the Buyer shall retain 25% of the purchase price. In the event the Seller breaches its delivery obligations two or more times, the Buyer shall be entitled to terminate this Agreement by sending a notice thereof to the Seller’s address via an international registered courier and an email to the Seller’s contact person. The notice shall be deemed delivered upon the buyer’s receipt of a confirmation of delivery from the courier.
If the Buyer fails to pay the price at the agreed time, the Seller shall charge the Buyer a penalty of USD 300 a day for every day the payment is delayed after the payment date.
Further, any non-performance gives the aggrieved party a right to damages either exclusively or in conjunction with any other remedies in law.
The Seller guarantees that the Goods (i) shall be of the kind and quality specified, free from fault, (ii) shall be new and of good and merchantable quality, and (iii) are suitable and fit for the purpose for which they shall be used.
During the term of this Agreement, either party may have access to the other party’s confidential information. Both parties shall therefore hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the other party.
- FORCE MAJEURE
Neither party shall be considered in default of performance of any obligations under this Agreement or the Additional Agreement if such performance is prevented or delayed by Force Majeure. “Force Majeure” shall be understood to be any cause which is beyond the reasonable control of the party affected and which is forthwith, by notice from the party affected, brought to the attention of the other party, including but not limited to war, hostilities, revolution, civil unrest, strike, lockout, epidemic or pandemic, government- ordered restriction or cessation of activity, accident, fire, natural disaster, wind or flood or any requirements of law, or an act of God.
Either party may assign or otherwise transfer their obligations under this Agreement upon the prior written consent of the other party.
Both parties agree to release, defend, indemnify, and hold the other party harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with the other party’s violation of these Terms.
- DISPUTE RESOLUTION
Any dispute, controversy or claim arising out of or relating to this contract, including its conclusion, interpretation, performance, breach, termination or invalidity, shall be finally settled under the rules of the ICC International Court of Arbitration by sole arbitrator or, if appropriate, three arbitrators, appointed in accordance with the said rules. The place of arbitration shall be the United States. The language of the arbitration shall be English.
If any term or provision of this Agreement or the interpretation or application of any term or provision is held to be unenforceable, illegal or invalid by a court or agency of competent jurisdiction, the remainder of this Agreement and the interpretation or application of all other terms or provisions to Persons or circumstances other than those which are unenforceable, illegal or invalid shall not be affected thereby, and each term and provision shall be valid and be enforced to the fullest extent permitted by law
This Agreement may be modified or amended at any time and its provisions and the effects thereof waived only by a writing executed by the Parties, and no subsequent conduct of any Party or course of dealings between the Parties shall effect or be deemed to effect any such amendment or waiver.
This Agreement should not be terminated before the completion of the term other than when a party commits a material breach of the Agreement; or when there is a force majeure event.
Any notice or communication given pursuant hereto shall be in writing and shall be delivered by fax or electronic mail (notices sent by fax or electronic mail shall be deemed given upon confirmation of delivery); in each case addressed as follows or to such other addresses as may hereafter be designated by either Party to the other in writing:
Mega Stores Company,
555 Chiwawa St., Nagasaki, 58965, Japan.
True Foods Ltd.,
118 Grace Avenue, Los Angeles, 11858, U.S.
- APPLICABLE LAW
Questions relating to this Agreement that are not settled by the provisions contained in the Agreement itself shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention of 1980, hereafter referred to as CISG). Questions not covered by the CISG shall be governed by the UNIDROIT Principles of International Commercial Contracts (hereafter referred to as UNIDROIT Principles), and to the extent that such questions are not covered by the UNIDROIT Principles, by reference to the United States laws on International Commerce.
In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized representatives as set forth below:
Buyer’s Signature Date
Seller’s Signature Date
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