JILLION LIFE TERMS OF SALE FOR SUPPLIER MEMBERS

ARTICLE 1. DEFINITION

1. “Sales Contract” means a sales contract entered into with respect to any Posted Goods by and between Tatsuno and the Supplier Member in accordance with these Rules and these Terms.
2. “Posted Goods” means goods posted on the Goods Posting Page in accordance with Article 7.3 of the Rules (excluding those whose posting has been deleted).
3. “Ordered Goods” means the Posted Goods which the Supplier Member sells to Tatsuno in accordance with the Sales Contract.
4. “Purchase Price” means the total price which Tatsuno shall pay to the Supplier Member in accordance with the Sales Contract, excluding sales, consumption, value-added, or similar taxes assessed on the sale of the Ordered Goods.

ARTICLE 2. SALE OF GOODS

1. After Tatsuno receives a purchase application for Posted Goods by the Buyer Member, Tatsuno places a purchase order for such Posted Goods (the “Purchase Order”) to the Supplier Member on the Website by specifying the name and quantity of such Posted Goods and the method of payment (either of: (i) telegraphic transfer; (ii) letter of credit; or (iii) PayPal (advance payment)). At the same time that Tatsuno places the Purchase Order on the Website, the Website automatically sends the email to notify the Supplier Member of the Purchase Order. When such email is sent, the Purchase Order shall be deemed to be received by the Supplier Member.
2. If the Supplier Member has enough inventory of the Posted Goods to accommodate the Purchase Order, the Supplier Member shall accept and confirm the Purchase Order and specify the delivery expected date (the “Delivery Expected Date”) on the Website within five (5) supplier’s Business days of its receipt of such Purchase Order. When the Supplier Member confirms the Purchase Order on the Website, the Sales Contract with respect to such Posted Goods shall be concluded between Tatsuno and the Supplier Member.
3. In the event that the Supplier Member is unable to accept the Purchase Order within five (5) supplier’s Business days of its receipt of such Purchase Order, the Supplier Member shall, within such period, inform Tatsuno of the reason thereof and, if the Supplier Member does not have enough inventory of the Posted Goods to accommodate the Purchase Order, the then-current inventory quantity of such Posted Goods in the manner separately designated by Tatsuno.

ARTICLE 3. PRICE AND PAYMENT

1. When the Supplier Member makes the Application for Posting of the Posted Goods in accordance with Article 7 of the Rules, the Supplier Member shall designate either of EXW, FCA or CPT (Incoterms 2020) as the commercial terms which are applicable to such Posted Goods. The payment currency shall be designated by the Supplier Member amongst Euro, US Dollar, Pound Sterling and Japanese Yen.
2. The Purchase Price shall be determined as follows:
   (1) the Application price; the price on the Posted Goods page in the currency chosen by the supplier;
   (2) less the import cost, exchange cost, insurance premium, customs duties and any other various costs which shall be borne by the Supplier Member in accordance with the commercial terms of Incoterms 2020 designated by the Supplier Member pursuant to the preceding paragraph; and (3) less the commission which has been determined by Tatsuno for the usage of the Services.
3. The method of payment shall be designated by Tatsuno in accordance with Article 2.1 of these Terms; provided that if the Supplier Member prefers another method, the Supplier Member may state its preference of the method of payment from either of: (i) telegraphic transfer after shipment; (ii) letter of credit; or (iii) PayPal for a maximum amount of JPY1,000,000 (advance payment) when the Supplier Member confirms the Purchase Order on the Website in accordance with Article 2.2 of these Terms.　 Tatsuno may change the method of payment by a mutual consultation with the Supplier Member. For the avoidance of doubt, in no event shall Tatsuno be obligated to accept the Supplier Member’s preference of the method of payment.
4. If telegraphic transfer has been chosen as the method of payment in accordance with Articles 2.1 and 3.3 of these Terms, Tatsuno shall pay the Purchase Price after the completion of the visual inspection of Article 4.2 of these Terms within thirty (30) Calendar days after the invoice date. The payment shall be made to a bank account designated by the Supplier Member in accordance with Article 7 of the Rules in the currency designated by the Supplier Member in accordance with Article 7 of the Rules. The remittance fee shall be borne by Tatsuno.
5. If letter of credit has been chosen as the method of payment in accordance with Articles 2.1 and 3.3 of these Terms, Tatsuno shall establish an irrevocable letter of credit through a prime bank satisfactory to the Supplier Member promptly after the conclusion of the Sales Contract. The letter of credit shall be payable in the currency designated by the Supplier Member in accordance with Article 7 of the Rules.
6. If PayPal (advance payment) has been chosen as the method of payment in accordance with Articles 2.1 and 3.3 of these Terms, the Supplier Member shall issue the proforma invoice for the Ordered Goods in the manner separately designated by Tatusno after their shipment has been prepared. Tatsuno shall pay the Purchase Price by PayPal within seven (7) Tatsuno’s Business days after Tatsuno’s receipt of the Supplier Member’s Paypal payment request. Any fee for using PayPal shall be borne by the Supplier Member. Tatsuno shall not be responsible for any payment delay by PayPal, except in case that such delay is exclusively attributable to Tatsuno.
7. Any amounts not paid by the due date will accrue interest at the rate of three percent (3%) per year, simple interest.

ARTICLE 4. DELIVERY

1. When the shipment of the Ordered Goods is prepared, the Supplier Member shall inform Tatsuno to that effect on the Website. The Supplier Member shall deliver the Ordered Goods to the forwarder designated by Tatsuno at the point designated by Tatsuno by the Delivery Expected Date. Time shall be of the essence.　The Supplier Member will inform Tatsuno as soon as possible, but in no event less than fourteen (14) calendar days prior to the Delivery Expected Date, of any possible delay in the delivery of the Ordered Goods on the Website in the manner separately designated by Tatsuno.
2. Upon Tatsuno’s receipt at its facility of the Ordered Goods, Tatsuno shall conduct a visual inspection of the Ordered Goods within fourteen (14) Tatsuno’s Business days of its receipt of such Ordered Goods at its facility or its designated warehouse. Except in the case of the following paragraph, upon expiration of such period, the visual inspection is completed, and the Ordered Goods are deemed to be accepted by Tatsuno.
3. If, as a result of the visual inspection, Tatsuno discovers a defect in the delivery (e.g., a defective goods that differ from the Posted Goods for which the Purchase Order was made), Tatsuno shall inform the Supplier Member of the defect within such period, and Tatsuno may, at its sole discretion, either reduce the Purchase Price of, return to the Supplier Member, dispose of, or request replacement of, such Ordered Goods, at the Supplier Member’s expense, in accordance with Tatsuno’s instructions. In addition, the Supplier Member shall reimburse any import cost, exchange cost, insurance premium, customs duties and any other various costs which were paid by Tatsuno in connection with the shipment of the Ordered Goods. In the event that Tatsuno has already paid all or part of the Purchase Price, the Supplier Member shall refund to Tatsuno: (i) all amount which the Supplier Member has received in case of return or disposition of the defective goods; or (ii) the amount which Tatsuno determines in case of reducing the Purchase Price for the defective goods.
4. Except as otherwise instructed by Tatsuno, the Supplier Member shall issue to Tatusno the credit notes for expenses, reimbursement　and refund to be borne by the Supplier Member in accordance with the preceding paragraph
5. In the event that the credit notes issued in accordance with the preceding paragraph, the Supplier Member, upon Tatsuno’s request, shall refund the amount of such credit notes by telegraphic transfer to the bank account separately designated by Tatsuno.
6. Any defects that cannot be ascertained by a visual inspection (e.g., defects that become apparent only upon the operation of Tatsuno or the Buyer Member) shall be subject to the applicable Supplier Member’s warranty set forth in Article 5.

ARTICLE 5. WARRANTY AND LIMITATION OF LIABILITY

1. The Supplier Member warrants to Tatsuno, to the Buyer Member and to their end users that the Ordered Goods shall: (i) strictly conform to the specifications, descriptions, drawings, data and samples for the Posted Goods; (ii) strictly comply with all governmental regulations and safety standards in the country where the Ordered Goods are sold, delivered and used; (iii) be free from defects in design, material, workmanship, instruction manuals, labeling, warning instruction of the like; (iv) contain good and merchantable title to the Ordered Goods free of any encumbrance, lien or other security interests; (v) be of merchantable quality and fit for the ordinary purposes for which the Ordered Goods are used and for the particular purposes for which Tatsuno, the Buyer Member or their end users intend to use them; and (vi) be adequately contained, packed and labeled and conforms to the promises and affirmations of fact made on the container and label. This warranty shall survive any inspection, delivery, acceptance or payment by Tatsuno.
2. If Tatsuno alleges any claims on the above-mentioned warranty for a period of twelve (12) months from the delivery date to Tatsuno of the Ordered Goods, the Supplier Member shall promptly, at Tatsuno’s option, either repair, replace or refund the Purchase Price of, any Ordered Goods which do not comply with the Supplier Member’s warranty and shall reimburse Tatsuno for any and all costs, expenses, losses and damages arising from or in connection with said non-compliance.
3. When any Ordered Goods are repaired or replaced by the Supplier Member hereunder, the repaired or replaced goods shall be subject to the same warranties, the same conditions and the same remedies as the original Ordered Goods.
4. The foregoing obligations hereunder shall survive the expiration or termination of the Sales Contract.

ARTICLE 6. INDEMNIFICATION

1. The Supplier Member shall indemnify, defend and hold harmless Tatsuno and the Buyer Member against any and all losses, damages, obligations, liabilities, costs and expenses (including, but not limited to, reasonable legal fees and expenses) arising out of or in connection with: (i) any breach of the Supplier Member’s obligations under the Sales Contract (including, but not limited to, failure to deliver the Ordered Goods by the Delivery Expected Date); (ii) any claim of a third party regarding any breach of warranty or any defect in the design, materials or workmanship of the Ordered Goods regardless of whether such defect is caused by the negligence of the Supplier Member; (iii) any claim of a third party with respect to the Ordered Goods, including, but not limited to, any claim or infringement of trademarks, trade names, emblems, designs, copyrights and other intellectual property arising or in connection with the sale by Tatsuno or the Buyer Member of the Ordered Goods; and (iv) any claim, suit or action of a third party for injury to or death of any person arising out of or otherwise in connection with the Ordered Goods sold by the Supplier Member to Tatsuno.
2. In complying with the provision of the preceding paragraph, the Supplier Member shall at its own expense defend against any such claim, provided that if in Tatsuno’s sole opinion the Supplier Member fails to mount an adequate defense to such claim, Tatsuno shall have the right to so defend or, at its sole discretion, to make any settlement of such claim, and the Supplier Member shall cooperate with such efforts (including, but not limited to, technical and other information, documents, data, materials and witnesses as may be requested by Tatsuno in its opinion necessary for such defense to such claim), and any expenses, including reasonable attorney’s fees, which Tatsuno may be required to pay or incur in defending said actions and the amount of any judgment which it may be required to pay shall be promptly reimbursed to Tatsuno upon demand.

ARTICLE 7. TERMINATION OF SALES CONTRACT

1. If the Supplier Member breaches any of its obligations under the Sales Contract and fails to correct such breach within thirty (30) calendar Days after receiving notice of the breach from Tatsuno, Tatsuno shall have the right to terminate the Sales Contract effective immediately upon written notice to the Supplier Member.
2. If the Supplier Member is not able to perform its obligations under the Sales Contract due to a force majeure as described in Article 8, and such force majeure continues in effect for more than sixty (60) calendar days, Tatsuno shall have the right to terminate the Sales Contract effective immediately upon written notice to the Supplier Member.

ARTICLE 8. FORCE MAJEURE

Notwithstanding anything herein to the contrary, neither party hereto shall be liable for its failure to perform any of its obligations hereunder if precluded by riot, epidemic, power or communication line outage, war (whether declared or undeclared), terrorist act, fire, flood, tidal wave, earthquake, or other natural disaster, nuclear accident, strike, lockout, or other labor trouble, acts or non-acts of any governmental entity or official, or any other cause beyond the reasonable control of the party. If either party wishes to invoke this provision, it shall promptly notify the other party in writing of the nature of the force majeure and the affected obligations. The party invoking this provision shall use its best efforts to minimize the effect of the force majeure.

ARTICLE 9. APPLICATION OF RULES

Except as otherwise provided herein, the terms and conditions of these Rules shall apply to all Sales Contracts.

Data Controller

Tatsuno Corporation 　Jillionlife Project

Address: 2-2-9, Minami-Honcho Chuo-Ku, Osaka 541-0054
Email: privacy@jillionlife.com