収入印 Basic Trading Agreement

紙
200 円

With Aichi Steel Corporation (hereinafter referred to as "Ko")

(hereinafter referred to as the "User") shall enter into a basic agreement
(hereinafter referred to as the "Agreement") with respect to transactions of Products,
etc. (hereinafter referred to as "Objects") ordered by Bizmates to the User as follows.

Chapter 1 General Provisions

Article 1 (General Principles)

1. Bizmates and the User shall carry out transactions based on this Agreement
in accordance with the principle of good faith, based on the principle of
mutual prosperity and for the purpose of contributing to the improvement and
development of society and the economy.
2.Bizmates and the User shall not only comply with domestic and foreign laws and
regulations and their spirit, but also aim to be a company that is always
trusted by fulfilling the responsibilities required of society to companies.
3.By providing clean and safe products, Bizmates and the User shall strive to
reduce the burden on the global environment and contribute to the development
of a sustainable society.
4.Bizmates and the User shall actively promote preparations for and
countermeasures for various crises, such as natural disasters, social and
economic changes, and uncertainty about the supply of raw materials and fuels,
and shall make maximum efforts to continue corporate activities even in
unforeseen circumstances.

Article 2 (Scope of Application)

1. The matters stipulated in this Agreement shall apply to individual transaction
agreements between Bizmates and Users (hereinafter referred to as "Individual
Agreements"), and Bizmates and Users shall comply with this Agreement and
Individual Agreements.
2. In the event that Bizmates and the User stipulate matters different from this
Agreement in an Individual Agreement, notwithstanding the provisions of this
Agreement, the provisions of the Individual Agreement shall apply.

第2章 transaction

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 Section 1 Quality Assurance
Article 3 (Quality Assurance)
1. The User warrants that all objects delivered from the User to Bizmates comply with
the specifications set forth in Article 4 and are of quality that satisfies
all functions and performance required by such specifications.
2. The User shall also be responsible for the quality assurance of the objects procured
by the User from other suppliers as set forth in the preceding paragraph.
3. In the event of a change in the design, manufacturing method, process, materials,
purchased parts, suppliers, molds, etc. related to the Object, or when
designing a new object (hereinafter collectively referred to as "Changes,
etc."), the User shall thoroughly verify the impact of the Changes, etc. on
the Objects in advance and after the fact, and shall take necessary measures
to satisfy the quality required by Bizmates.
4． If specifically requested by Bizmates, the User shall submit to Bizmates
without delay documents and data guaranteeing the quality of the Object, or
management materials such as quality and manufacturing processes.

Article 4 (Specifications)
1. The specifications of the object must comply with the following items.
(1) Drawings, specifications, standards, standards, request documents,
various materials, and equivalent documents (hereinafter referred to
as "Drawing Specification Documents") prepared by Bizmates and lent
to Bizmates (including drawings prepared by Bizmates based on
commission by Bizmates). Hereinafter referred to as "loan drawings")
(2) Drawing specification documents prepared by the User and approved by
Bizmates (hereinafter referred to as "Approved Drawings")
(3) Publicly established standards such as JIS standards
However, if there is a discrepancy between the publicly established
standards and the loaned drawings or approved drawings, the loaned
drawings or approved drawings shall prevail.
(4) In addition to various safety and environmental standards established
by Bizmates for each destination in Japan and overseas, standards
stipulated in laws, regulations, ordinances, etc. of the destination
that are known at the time of delivery
(5) In addition to the preceding items, matters determined after consultation
between the parties

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 2. The User shall obtain the approval of Bizmates before commencing the production
of the Approved Drawings, and the same shall apply in the case of changes
or additions to the Approved Drawings. provided, however, that even before
the approval of Bizmates, the User may commence the manufacture of the Subject
Product with written instructions from Bizmates.
3. If Bizmates or the User has any doubts or objections regarding the contents
of any of the items of Paragraph 1 of this Article, the User shall notify
the other party to that effect without delay and resolve the matter after
consultation between the parties.
4. In the event that it becomes necessary to change or add to the specifications
of the Object, Bizmates or the User shall notify the other party in writing,
and after consultation between the Parties, determine the timing of the change
or addition, the price of the Object, and other necessary conditions.
5. Even after receiving an order, if any of the following events occur, the User shall
immediately notify Bizmates to that effect.
(1) When there is any doubt, objection, or improvement plan regarding the
specifications or other instructions of Bizmates.
(2) When a hindrance is found in the manufacturing process of the target
product
6. Upon receipt of the request set forth in the preceding paragraph, Bizmates shall
promptly investigate and consult with the User.

Section 2 Conclusion, Delivery and Acceptance of Individual Contracts

Article 5 (Individual Contracts)
1． An Individual Agreement shall be concluded when Bizmates delivers to Bizmates
a document prescribed by Bizmates (hereinafter referred to as the "Order
Document") stating the matters listed in each item of the following paragraph,
and the User accepts it.
2. Individual contracts stipulate the following items. However, what is common to
each individual contract
Paragraphs may be determined separately in advance after consultation between
the parties.
(1) Product name
(2) Date of order
(3) Specifications
(4) Quantity
(5) Unit price and amount of price

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 (6) Delivery time
(7) Place of delivery
(8) Payment terms
(9) Payment due date
(10) Other matters to be contracted in detail
3． The User shall notify Bizmates of the acceptance or rejection of the order
from Bizmates without delay after receipt of the Order Document.
If there is no notice of acceptance or rejection within the relevant period,
the Company shall be deemed to have accepted the order.
4． Notwithstanding the provisions of Paragraph 1 of this Article, Bizmates may,
with the consent of the User, substitute the delivery of an Order Document
by delivering the details of the transaction set forth in Paragraph 2 of this
Article to the User by data, or notifying the User of the details of the
transaction via a communication line.
5． Based on the agreement between the two parties, if the so-called "Kanban
method" is adopted for the purpose of improving the efficiency of the
production systems of both parties, Bizmates may apply to the User to adjust
the delivery date on a case-by-case basis through the Kanban.
6． If Bizmates deems it necessary to change the specifications of the object
or to change it, Bizmates may, after consultation with the User, change the
Individual Agreement in writing clearly stating the reason.

Article 6 (Delivery)
1． The User shall deliver the Objects to the delivery date and place of delivery
designated by Bizmates in accordance with the delivery procedures established
after consultation between the parties.
2． If the User intends to deliver the Objects before the delivery date for his/her
own convenience, the User shall consult with Bizmates in advance.
3． In the event that a reason arises or is likely to prevent the delivery of
all or part of the Objects on the delivery date, the User shall immediately
notify Bizmates of the reason, scheduled delivery time, and countermeasures,
and promptly deal with the matter in accordance with the instructions of
Bizmates.
4． In the event that Bizmates suffers damage due to delay in delivery by the
User, Bizmates may claim compensation from the User. provided, however, that
if there is a reason attributable to Bizmates for the delay in delivery by
the User, the User shall be exempt from the obligation to compensate to the

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 extent thereof, and if there is a force majeure or cause attributable to a
third party, the proportion of the burden borne by the User shall be determined
after consultation between the parties.

Article 7 (Progress Management)

1. To the extent necessary for the smooth performance of this Agreement or an
Individual Agreement, Bizmates may request the User to submit a report or
other materials concerning the delivery of the object.
2. In the event that the delivery of the object is delayed or likely to be delayed
from the plan stipulated in the individual contract, the User shall
immediately report the situation to Bizmates and implement necessary measures
after consultation with both parties.

Article 8 (Acceptance Inspection and Inspection)

1． Each time the User delivers the Object, Bizmates shall receive it and conduct
an acceptance inspection without delay in accordance with the inspection
procedures prescribed by Bizmates.
2． Bizmates shall accept the object that is determined to have passed as a result
of the acceptance inspection (hereinafter referred to as "Inspection") and
shall issue a document certifying the Acceptance to the User.
3． Notwithstanding the provisions of Paragraph 1 of this Article, if any of the
following items apply, Bizmates shall immediately accept the object delivered
by the User, and this shall be deemed to be an inspection.
(1) When it is decided to omit the acceptance inspection in advance between the two
parties
(2) When Bizmates delegates the acceptance inspection to the User in writing after
obtaining the consent of the User.
4． If, as a result of the acceptance inspection, Bizmates discovers that the
quantity is too or insufficient, the product is rejected, or the packing style
does not meet Bizmates' standards, Bizmates shall promptly notify Bizmates
in writing to that effect, and unless otherwise instructed by Bizmates,
Bizmates shall take the measures specified in the following items at its own
expense.
(1) In the event of an excess of quantity, the excess shall be collected by the
collection deadline specified by Bizmates.
(2) In the event of a shortage of quantity, the shortfall must be paid by the delivery
date specified by Bizmates.

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(3) In the case of a rejected product, pick up the rejected product by the collection
deadline specified by Bizmates,
Delivery of substitute products by the delivery date specified by
Bizmates
5. If the User does not pick up the excess or rejected product by the deadline
specified in each item of the preceding paragraph, Bizmates may return or
dispose of the excess or the rejected product to the User by the method
specified by Bizmates. In addition, the cost required for return or disposal
shall be borne by the User.
6. Bizmates shall keep excess or rejected products discovered by the acceptance
inspection with the same duty of care as for itself until the deadline
specified in each item of Paragraph 4 of this Article. provided, however,
that in the event that the excess or all or part of the excess or the rejected
product is lost, damaged, altered, etc. during the relevant period due to
reasons not attributable to Bizmates, the User shall bear the damage.
7. Bizmates shall, after consultation with the User, determine the price of the
rejected product and take it from the rejected product that it deems to be
usable, and it shall be deemed to be an inspection when it is received. In
addition, Bizmates may separately claim the selection and repair costs of
such defective products performed by Bizmates.
8. If the User has any doubts or objections regarding the results of the acceptance
inspection by Bizmates, the User shall notify Bizmates in writing without
delay and resolve the matter after consultation between the two parties.

Article 9 (Transfer of Ownership and Risk)

The ownership and risk burden of the object shall be transferred from the User to
Bizmates upon inspection.

Article 10 (Storage)
If Bizmates is unable to accept the object at the designated delivery location due
to its own convenience, Bizmates may request the User to store the object
after inspection. The handling of such matters shall be decided after
consultation between the two parties.

Article 11 (Special Provisions for Direct Shipments)

1. Bizmates may instruct the User to deliver the Objects directly to the destination
of Bizmates (hereinafter referred to as the "Direct Destination").

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 2. In the event that a reason arises or is likely to prevent the delivery of all
or part of the order volume on the delivery date for the object to be delivered
directly (hereinafter referred to as the "Direct Goods"), the User shall
immediately notify Bizmates and the direct shipping party of the reason,
scheduled delivery time, and countermeasures, and promptly take action in
accordance with the instructions of Bizmates.
3． Bizmates shall delegate the acceptance inspection and acceptance of the
direct goods to the direct delivery destination. In this case, the acceptance
inspection and acceptance by the direct destination shall be deemed to be
the acceptance inspection and acceptance by Bizmates.
4． As a result of the acceptance inspection of the direct shipment by the direct
destination, it was found that the product was over-delivered or rejected.
In such cases, the User shall, in consultation with Bizmates, take necessary
measures pursuant to Article 8, Paragraph 4.
5． The ownership and risk of the direct destination shall be transferred from
the User to Bizmates upon inspection of the direct destination. provided,
however, that if the direct delivery destination decides to omit the
acceptance inspection in advance, it shall be transferred from the User to
Bizmates upon receipt of the direct destination.
6． Article 6, Paragraph 4 shall apply mutatis mutandis to compensation for
damages caused by delays in delivery at the direct destination.

Section 3 Defect Compensation

Article 12 (Liability for Defect Compensation)
1. If, after inspection by Bizmates, a defect (including defects occurring in
accessory parts thereof) is found in the object and damage is incurred,
Bizmates may immediately notify Bizmates to that effect and claim
compensation.
2. The defect compensation period set forth in the preceding paragraph shall be
the same as the defect compensation period owed by Bizmates to Bizmates'
customers, and shall be separately stipulated in writing. provided, however,
that if this is not stipulated separately in writing, the period of
compensation for such defects shall be one year from the time of receipt.
3. Even after the defect compensation period set forth in the preceding paragraph
has elapsed, if Bizmates suffers damage due to a defect that seriously affects
the quality or function of the object of Bizmates, Bizmates may continue to

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 claim compensation from Bizmates.
4. Notwithstanding the provisions of Paragraph 2 of this Article, if Bizmates
suffers damage due to the specification of the User's object not complying
with Article 4, Paragraph 1, Item 4, Bizmates may claim compensation from
Bizmates beyond the defective compensation period.
5. In the event that it becomes necessary to change the defect compensation period
for the object, it may be changed only when Bizmates notifies the User in
writing with a notice period of one month and Bizmates confirms that there
are no written objections from the User within this notice period.

Article 13 (Measures to be taken when defects are found regarding the same or similar
products)
In the event that a defect is found in the goods handled by the User that are identical
or similar to the Object, the User shall immediately notify Bizmates to that
effect, investigate and inspect the Object, promptly take appropriate
measures in consultation with Bizmates, and strive to improve the quality
of the goods to be delivered thereafter.

Article 14 (Details of Certification and Compensation)

1． The matters to be certified by Bizmates when making a claim for defective
compensation shall be as follows:
（1） the presence of defective products and their contents;
（2） Liability of the User for defective products and their scope
（3） Damage incurred by Bizmates due to defective products and percentage
of burden borne by Bizmates
2． The details of compensation that Bizmates may claim from the User based on
the certification in the preceding paragraph shall be as follows:
(1) Delivery of substitutes for defective products
(2) Sorting, replacement or repair of defective products
(3) In the event that Bizmates or a third party selects, replaces, or repairs
defective products, payment of the costs required for this
（4） Payment of any damage compensation costs such as personal damages that
are not compensated by the preceding items
3． In the case of Item 3 of the preceding paragraph, expenses shall be classified
into parts costs, labor wages, incidental costs, and other expenses, and in
principle, shall be as follows:
(1) Parts cost: The cost of defective parts that require replacement is the

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 amount equivalent to the part borne by Bizmates.
(2) Labor wages: Labor wages required for sorting, replacement, or repairing
defective products are calculated based on the wage
rate and man-hours determined by Bizmates.
(3) Incidental expenses: Incidental expenses such as auxiliary materials,
transportation costs, and business trips required in
connection with the selection, replacement, or repair
described in the preceding item are amounts equivalent
to expenses borne by Bizmates.
(4) Other expenses: Expenses incurred by Bizmates other than those specified
in the preceding items shall be discussed by both
parties.
Amount determined above

Article 15 (Return of Defective Products)

1. In the event that the User compensates as set forth in the preceding Article, the
defective product shall, in principle, be returned to the User. However, if
the collection of the defective product is difficult or extremely costly,
such as when the defective product is located outside Japan, the response
will be decided after consultation between the two parties.
2． Packing and packaging costs, transportation costs, etc. required for the
return of defective products shall be borne by the User.

Article 16 (Liability for Defect Compensation in Relation to Modification and Repair

Based on the User's Instructions)
In the event that modification or repair becomes necessary due to the
convenience of Bizmates after the inspection of the object, and Bizmates
modifies or repairs by Bizmates itself or by a third party in a manner
designated by Bizmates, the provisions of Article 12 shall apply mutatis
mutandis even if the object is defective due to the inadequacy of the
designation of the User. However, in this case, "after inspection by Bizmates"
in Article 12, Paragraph 1 shall be read as "from the time when the method
of modification or repair is designated by the User to Bizmates."

Article 17 (Payment Method)

Regarding the payment of expenses in Article 14, Paragraph 2, Items 3 and 4 and Article
15, Paragraph 2,

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 If Bizmates has an accounts payable obligation to the User, in principle, it
shall be offset and if it does not have an accounts payable obligation, it
shall be made by the method specified by Bizmates.

Article 18 (Product Liability)

1. In the event that damage to the life, body, or property of a third party, such
as the object or the user, has occurred in connection with the object or the
product using the object, and there is a suspicion that the damage occurred
due to a defect in the object of the damage, the User shall cooperate with
Bizmates in investigating the cause.
2. If, as a result of the investigation set forth in the preceding paragraph,
it is found that the damage occurred due to a defect in the object attributable
to the User, the User shall compensate for the damage in accordance with
Article 14 and cooperate as best in resolving the damage.

Article 19 (Objection by the User)

If the User has any doubts or objections regarding Articles 12, 13, 14, 15, 16, 17
and 18, the User shall notify Bizmates in writing without delay and resolve
them after consultation between the two parties.

Section 4 Supplies and Loans

Article 20 (Supplies)
1. After consultation with the User, Bizmates may provide the User with raw materials,
parts, semi-finished products, equipment, etc. necessary for the manufacture
of the User's object (hereinafter collectively referred to as the "Supplies")
to the User for a fee or free of charge if any of the following items apply:
(1) When it is necessary to maintain the quality, function, or standard of
the object
(2) When Bizmates deems it necessary based on a request from the User.
(3) When there are other justifiable reasons
2. The definitions of terms related to provided goods shall be as set forth in
the following items.
(1) In-house products
Supplied goods manufactured or processed by Bizmates and supplied to
Bizmates.
(2) Externally supplied products
Supplies purchased by Bizmates from a third party and supplied to

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 Bizmates via Bizmates.
(3) Direct delivery
Provided goods purchased by Bizmates from its designated vendors and
provided directly to Bizmates without going through Bizmates.
3. When providing the supplied goods to the User, in principle, Bizmates shall notify
the User in advance of the name, quantity, delivery date, etc. of the Goods.
In addition, the User may coordinate with the Designated Contractor the
delivery date, delivery place, delivery conditions, etc. for the direct
delivery products.

Article 21 (Inspection of Supplied Goods)

1. Upon receipt of delivery of the Supplied Goods, the User shall conduct an acceptance
inspection and inspection of the Supplied Goods at its own responsibility
in accordance with Article 8, Paragraph 1 or Paragraph 3. In this case,
Bizmates may, after consultation with the User, instruct the inspection items,
inspection method, etc. regarding the acceptance inspection to be conducted
by the User.
2. Bizmates shall delegate to the User the acceptance inspection and acceptance of
the Direct Delivered Goods, and the User shall perform the acceptance
inspection and acceptance of the Direct Delivered Goods on behalf of Bizmates.
3. In the event that an excess or insufficient quantity or rejected product is found
as a result of the acceptance inspection set forth in the preceding two
paragraphs, the User shall take necessary measures against Bizmates or the
Designated Contractor in accordance with Article 8, Paragraph 4.

Article 22 (Handling of Supplied Goods)

1. The User shall take appropriate measures to indicate the ownership of the
Supplies to Bizmates, manage them with the care of a prudent manager, and keep
them separate in custody and books to avoid confusion with others.
2. Unless Bizmates deems it particularly necessary, the User shall not use the
Provided Goods for any purpose other than the prescribed purpose, or transfer,
lend, or provide collateral to a third party.
3. The User shall undergo an inventory audit of the supplies provided by Bizmates
at the time specified by Bizmates (in principle, the end of September and
the end of March).
4. Ownership of paid supplies shall be transferred from Bizmates to Bizmates upon
payment of the price.

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 5. Ownership of the goods provided free of charge and the work in process and
finished products manufactured using them shall remain with Bizmates even
after delivery to the User. provided, however, that if the value of the work
in process or finished product significantly exceeds the value of the supplied
goods, the ownership shall be determined after consultation between the
parties.
6.The handling of surpluses, scrap materials, chips, etc. of goods provided free
of charge, and the handling of damage, loss, processing defects, etc. shall
be decided after consultation between the parties.
7. Bizmates and the User may determine the rate of wear and tear of the Free Goods
after separate consultation. In addition, for free supplies used in excess
of the said consumable rate, the price determined by both parties shall be
paid to Bizmates.

Article 23 (Return of Waste Generated)

The return of scraps generated from the supplied goods shall be determined separately
after consultation between the parties.

Article 24 (Understanding of Inventory Value)

The User shall check the balance of the monthly receipt and payment report issued
by Bizmates every month and the inventory of the supplies provided to the
User. If there is a discrepancy between the User's inventory and the balance
of the above monthly report, the User shall report the cause to Bizmates and
decide on the processing after consultation between the parties.

Article 25 (Compensation for Defects in Supplied Goods)

If, after inspection, the User discovers a defect in the supplied product attributable
to Bizmates or the Designated Contractor in the process (hereinafter referred
to as "defective supplied product"), the User may claim compensation for the
following items.
(1) The User may request the delivery of substitutes to Bizmates in the case
of in-house or externally supplied goods, and from the Designated
Supplier for direct delivery supplies.
(2) In the event that the User sorts, replaces, or repairs defective goods,
the User may claim from Bizmates the cost of labor and other expenses
required for this. In addition, with respect to directly delivered
goods, the User may, with the consent of Bizmates and the Designated

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 Supplier, instruct the Designated Contractor to sort, replace or repair
the defective Supplies.

Article 26 (Responsibilities as a Designated Contractor, etc.)

1. If the User is in the position of a Designated Vendor with respect to the Direct
Delivered Goods (in the case where Bizmates purchases from Bizmates and
Bizmates supplies the Supplies directly to Bizmates without going through
Bizmates), the User bears the same responsibility as delivering the Goods
to Bizmates with respect to quality assurance, delivery, inspection, defect
compensation, etc. of such Direct Delivered Goods. In this case, the User
shall also be liable for compensation for damages incurred by the recipient
due to defective products.
2. In the event that Bizmates delegates the acceptance inspection and inspection of
directly delivered goods to the Recipient, the acceptance inspection and
inspection by the Recipient shall be deemed to be the acceptance inspection
and acceptance by Bizmates.

Article 27 (Handling of Loaned Goods)

1. Bizmates may lend machines, molds, test parts, jigs and tools, etc. (hereinafter
collectively referred to as "loaned goods") to Bizmates as necessary.
2. Bizmates shall determine the method, period, rent, etc. of the loan after
consultation with the User, and Article 22, Paragraphs 1 and 2 shall apply
mutatis mutandis to the handling of the loaned goods. provided, however, that
if a separate loan agreement is concluded between the parties, the provisions
of the agreement shall take precedence.

Section 5 Unit Price and Payment

Article 28 (Unit Price)
1. The unit price of the object shall be determined after consultation between
the two parties. The unit price determined will be notified to the User in
writing or by electromagnetic records.
2. The unit price of the object includes all expenses such as packing and packaging
costs, freight costs, loading and unloading costs, insurance premiums, etc.
until inspection, unless otherwise specified.
3. The unit price of the object shall be determined excluding consumption tax,
and at the time of payment, Bizmates shall add the prescribed tax amount to
the unit price and pay it.

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Article 29 (Change of Unit Price)
If Bizmates or the User deems it necessary to change the unit price of an object that
is continuously traded due to any of the following reasons, the Bizmates or
the User may request and discuss with the other party to that effect.
(1) When there is a significant change in the quantity of the object
(2) When the unit price is significantly inappropriate due to economic
fluctuations, revisions to laws and regulations, etc.
(3) When there are other justifiable reasons
The redetermined unit price will be notified in writing or by data.

Article 30 (Payment)
Bizmates shall pay the price of the object to the User by the payment method
separately specified after consultation between the parties.

Article 31 (Set-off)
1. If Bizmates has a monetary claim to be paid by the User, such as the price
of a paid product, Bizmates may offset such monetary claim against the price
of the object set forth in the preceding Article.
2. In the event of the set-off set forth in the preceding paragraph, Bizmates
shall cancel off on the prescribed date by sending the statement or invoice.

Section 6 Intellectual Property Rights

Article 32 (Infringement of Intellectual Property Rights)
1. The User shall not use Bizmates' patent rights, utility model rights, design rights,
trademark rights, know-how, copyrights, etc. (hereinafter referred to as
"Intellectual Property Rights") without the prior consent of Bizmates.
2. The User shall take all possible care not to infringe the intellectual property
rights of a third party with respect to the object and the method of its
manufacture.
3. Notwithstanding the provisions of the preceding paragraph, in the event that a
dispute such as infringement of intellectual property rights arises or is
likely to arise with a third party, the User shall immediately notify Bizmates
in writing to that effect and promptly resolve it at the responsibility and
expense of the User, and if Bizmates suffers damage as a result, Bizmates shall
compensate for such damage. provided, however, that this shall not apply to
disputes arising from designs and specifications specified by Bizmates, such

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 as loaned drawings (excluding drawings prepared by Bizmates based on
development commissions by Bizmates).
4. In the resolution of the dispute referred to in the preceding paragraph, if the
third party selects Bizmates as the other party to resolve the dispute, and
Bizmates requests it, the User shall cooperate with Bizmates in resolving the
dispute. The burden of expenses required for dispute resolution shall be
determined in accordance with the preceding paragraph.

Article 33 (Notification of Intellectual Property)

In performing this Agreement and Individual Agreements, if Bizmates and the User
invent an invention, invention, or create a design (hereinafter referred to
as "Intellectual Property") based on specifications, drawings, test data,
ideas, or other technical information, etc. provided by the other party,
Bizmates and the User shall promptly notify the other party and determine the
attribution and application of the intellectual property rights acquired
through the intellectual property after consultation between the parties.

第3章 General Provisions

Section 1 General Provisions

Article 34 (Handling of Drawings)
1． The User shall use and manage the Loaned Drawings and Approved Drawings, etc.
in accordance with the procedures prescribed by Bizmates and with the care
of a prudent manager.
2． Except with the prior approval of Bizmates, the User shall not use the Loaned
Drawings for any purpose other than the prescribed purpose, or disclose or
transfer them to a third party.
3． If the Loaned Drawings are no longer in use, the User shall ensure that they
are disposed of (incinerated or cut) or, if specifically requested by Bizmates,
promptly return the Loaned Drawings to Bizmates.
4． If Bizmates requests the submission of detailed drawings or specification
documents for the approved drawings, the User shall cooperate with such
request unless there is a justifiable reason for refusing the same.
5. If Bizmates and the User use the Approved Drawings for purposes other than those
prescribed, they must obtain the consent of the other party in advance.
provided, however, that the User may use the Approved Drawings for which the
User has determined that the consent of Bizmates is not required after prior

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 consultation with both parties, and the Approved Drawings independently
developed by the User, for purposes other than those prescribed by Bizmates
without the consent of Bizmates.

Article 35 (Management of Dedicated Jigs, Tools, Molds, etc.)

In the event that a specialized jig, mold, gauge, etc. used by the User for the
manufacture of the Object, such as being modified, disposed of, disposed of,
such as disposing of, such as disposing of, Bizmates shall obtain the consent
of Bizmates in advance so as not to cause any hindrance to delivery to
Bizmates.

Article 36 (Transfer of Rights and Obligations)

Bizmates and the User shall not assign or pledge all or part of their rights
and obligations set forth in this Agreement and Individual Agreements to
a third party without the prior written consent of the other party.

Article 37 (Restriction on Transfer of Parts, etc.)

In the event that the User transfers an object that falls under any of the following
items to a third party, the User must obtain the consent of Bizmates in writing
in advance.
(1) Objects produced based on loaned drawings
(2) Objects produced based on approved drawings
provided, however, that this excludes objects for which the consent of Bizmates is
determined not to be required after prior consultation between the parties
and objects independently developed by the User.

Article 38 (Confidentiality)
1． Bizmates and the User shall not disclose or leak the other party's business
or technical secrets learned through the business relationship under this
Agreement to a third party or use it for any purpose other than performing
this Agreement and individual agreements without the prior written consent
of the other party.
However, this does not apply to those that fall under any of the following
items.
(1) Items that were already in your possession when you received the disclosure from
the other party
(2) Information that was already publicly known when disclosed by the other party

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(3) Information that became publicly known after receiving disclosure from the other
party for reasons attributable to the other party
(4) Information lawfully obtained from a third party with legitimate authority without
obligation of confidentiality
(5) Independently developed without using the other party's confidential information,
regardless of whether it is disclosed by the other party
(6) Information that is disclosed to the minimum extent necessary at the request of
a public institution or based on laws and regulations, etc.
2． Notwithstanding the provisions of the preceding paragraph, in any of the
following cases, Bizmates may disclose the User's Confidential Information
to affiliated companies in Japan Japan that outsource the development or
manufacture of Bizmates' Products, and to local business entities established
or invested by Bizmates as bases for development, production, and other
business activities of Bizmates outside Japan Japan (hereinafter referred
to as "Overseas Business Entities"). provided, however, that Bizmates shall
not be exempted from responsibility for maintaining the confidentiality of
the User at affiliated companies and overseas business entities in Japan
Japan.
(1) When outsourcing operations related to the planning, development, or
production of products for which Bizmates has licensed manufacturing
rights to a domestic affiliated company or overseas business entity
in Japan, and it is deemed necessary to perform the outsourced business.
(2) When it is deemed necessary for overseas business entities (excluding entities
in which shares are held or invested in by companies other than Bizmates
and its consolidated subsidiaries) to secure or improve the product
competitiveness and cost competitiveness of the products for which
Bizmates has granted manufacturing rights.
3． Bizmates and the User shall take all possible measures to enter and maintain
confidentiality in areas and facilities specifically designated by the other
party in accordance with the instructions of the other party.

Article 39 (Improvement and Cooperation with Investigation)

1. In connection with the performance of this Agreement and Individual Agreements,
Bizmates and the User shall actively develop new technologies, propose
improvements, exchange information, etc. in order to improve the quality,
function, unit price, production method, etc. of the Object.
2. If Bizmates deems it necessary for quality assurance, cost improvement, stable

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 supply, etc. of the target product, Bizmates may request the User to submit
management materials for quality, manufacturing process, etc., or with the
consent of the User, enter the factory, investigate the actual conditions
of quality control, process management methods, etc., and provide guidance
for improvement. In this case, the User shall actively cooperate with Bizmates
unless there are special circumstances.
3. When it is necessary to respond to requests or orders from government offices or
related organizations, or to comply with laws and regulations, or to request
the other party to conduct various investigations to the extent necessary
to achieve the purpose of this Agreement and individual agreements, Bizmates
and Users shall actively cooperate with each other.

Article 40 (Environmental Conservation)

1． In their corporate activities, Bizmates and the User shall promote
environmental conservation activities aimed at reducing the burden on the
global environment by striving to prevent global warming, recycle resources,
and manage and reduce environmentally hazardous substances.
2． In addition to understanding and complying with the intent of the
Environmental Policy of Bizmates, the User shall take into consideration
environmental conservation and prevent the occurrence of environmental
problems, etc. in the process of performing obligations and in the purchased
goods.

Article 41 (Safety, Disaster Prevention and Environmental Management)

1. In the manufacture and delivery of the Object, the User shall always pay attention
to safety, disaster prevention and environmental management, and shall comply
with laws, regulations, ordinances, instructions and orders of supervisory
authorities, and various rules and instructions stipulated by Bizmates.
2. In the event that damages, accidents, or other problems arise with respect to the
preceding paragraph, the User shall immediately notify Bizmates to that effect,
take appropriate emergency measures at the responsibility of the User, and
take all possible measures to resolve and prevent recurrence.

Article 42 (Subcontracting)
1. In the event that the User subcontracts all or part of the production of the
Object-to-Product to a supplier of the Customer, the User shall notify
Bizmates in writing in advance and obtain written consent.

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 2. In the case of the preceding paragraph, the User shall impose on the Supplier
the same obligations as those assumed by the User under this Agreement and
the Individual Agreement.
3. Even in the case of Paragraph 1 of this Article, the User shall not be exempt
from the performance of its obligations under this Agreement and the
Individual Agreement.

Article 43 (Export Control)

1． In performing this Agreement and Individual Agreements, Bizmates and the User
shall comply with the Foreign Exchange and Foreign Trade Act, government and
ministerial ordinances, etc. related thereto, and related laws and
regulations of foreign countries (hereinafter collectively referred to as
the "Foreign Exchange Act, etc.").
2． If the technical data submitted by the User to Bizmates regarding the object
or object falls under the category of cargo or technology regulated by the
Foreign Exchange Act, etc., the User shall notify Bizmates in writing prior
to delivery of the object to Bizmates. In addition, in the event that there
is a change in the determination of the object or the technical data due to
a change in the specifications of the object or amendment of the Foreign
Exchange and Foreign Trade Act, etc., the User shall immediately notify
Bizmates to that effect in writing.
3． If Bizmates requests the provision of reports or materials related to the
preceding paragraph, the User shall promptly respond to the request.

Section 2 Notification and Termination

Article 44 (Notice of Suspension of Trading)
If Bizmates or the User intends to suspend transactions with respect to all objects
except for individual contracts that have already been concluded, the User
or the User shall notify the other party to that effect with a reasonable
grace period.

Article 45 (Obligation to Notify)

In the event that any of the following events occur, or are likely to occur, the User
shall immediately notify Bizmates in writing to that effect. In addition,
upon a request from Bizmates, the User shall immediately notify Bizmates of
the occurrence or possibility of any of the following (1) to (3) facts to
the Supplier or Supplier.

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(1) Transfer or transfer of business, merger, company split, dissolution, or other
significant changes in business
(2) Change of address, representative, trade name or important organization
(3) Reasons for each item of Article 47, Paragraph 1

Article 46 (Exclusion of Antisocial Forces)

1． In the event that any of the following events arise for the other party,
Bizmates or the User may immediately terminate this Agreement and the
Individual Agreement, in whole or in part, without notice or other procedures.
(1) When Bizmates, the User or their subsidiaries are found to be antisocial forces.
Antisocial forces refer to organized crime groups, international criminal organizations, international
terrorists, social movement rackets, and other persons listed in the following
items.
(a) A person who illegally uses the object or uses it for an improper purpose
(b) A person who makes unreasonable demands that lack social validity through
the object
c. Other persons who make unreasonable demands that lack social validity
(2) When it is found that Bizmates and related parties such as officers and
employees of Bizmates and the User are antisocial forces.
(3) When a person listed in Item 1 and Item 2 of this paragraph makes threatening words
or actions or uses violence, fraud, etc. in relation to the Transaction by himself or
by using a third party.
2． In the event that Bizmates or the User terminate all or part of this Agreement
or an Individual Agreement pursuant to the provisions of the preceding
paragraph, the Company shall not compensate for any damage incurred by the
other party.

Article 47 (Termination of Contract)

1． In addition to the preceding Article, if any of the following events arise
for the other party, Bizmates or the User may immediately terminate this
Agreement and the Individual Agreement, in whole or in part, without the need
for notice or other procedures.
(1) In the event of an administrative disposition such as suspension of
business or revocation of business license from a supervisory authority
(2) In the event of filing a petition for bankruptcy, special liquidation,
civil rehabilitation, corporate reorganization, or other applicable
legal bankruptcy resolution proceedings, or in the event of receipt

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 of a petition from a third party.
(3) In the event of a resolution to dissolve
(4) In the event of transfer of all or a significant part of the business,
division of the company, or merger with another company.
(5) In the event of a petition for provisional seizure, provisional
disposition, seizure, compulsory execution, auction, or disposition
for delinquency in payment of taxes and public dues.
(6) In the event of suspension of payment or insolvency, or in the event of
a warning or non-delivery disposition from a clearing house.
(7) When a disaster, labor dispute, or other reason arises that makes it
difficult to perform this Agreement or an individual contract.
(8) When there is a treacherous act against the other party or an act that
damages mutual trust
(9) When there is an act that significantly damages the relationship of trust
in conducting continuous transactions
(10) When there are reasonable grounds to recognize that the financial
situation has deteriorated significantly or may do so.
(11) When it is recognized that there is no prospect of performing the contract
within the period without justifiable reason.
(12) In violation of this Agreement or an Individual Agreement, and the
Company has been notified for a reasonable period of time, but does
not correct the violation within the said period.
(13) When important management matters equivalent to the preceding items
occur.
2. In the event that any of the following events arise for the User, Bizmates may
terminate this Agreement and the Individual Agreement, in whole or in part,
upon notice after a reasonable period of time.
(1) When there is a risk that any of the reasons listed in each item of the preceding
paragraph will occur
(2) When any of the reasons listed in each item of the preceding paragraph occurs
for the supplier of the User
3. In addition to each item of the preceding two paragraphs, Bizmates or the User
may cancel this Agreement and Individual Agreements, in whole or in part,
with the consent of the other party.

Article 48 (Loss of Benefit of Time)

In the event that the reason for cancellation of each item of Paragraph 1 of the

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 preceding Article arises on its own, or if the contract is terminated pursuant
to the provisions of each item of Paragraph 2 of the preceding Article,
Bizmates or the User shall automatically lose the benefit of time for all
debts owed to the other party and shall immediately repay all debts.

Article 49 (Measures Accompanying Termination of Contract)

1． In the event of termination of this Agreement or suspension of transactions
between the parties, the User shall immediately return to Bizmates the free
Supplies, Loaned Drawings, copies thereof, and loaned Goods.
2． In the case of the preceding paragraph, Bizmates shall have the right to
preferentially purchase the Objects, WIPs, Paid Supplies, Equipment for the
Manufacture of Objects, Dedicated Jigs and Tools, Molds, Gauges, etc. owned
by the User with priority to a third party, and the purchase price thereof
shall be determined after consultation between the parties.
3． Even if this Agreement is terminated due to expiration or cancellation, etc.,
this Agreement shall continue to apply to the individual contracts that
currently exist.

Article 50 (Remaining Provisions)

Even after the termination of this Agreement, Bizmates and Users shall be obligated
to the following items.
Article 3 (Quality Assurance) Paragraphs 1 and 2
Article 8 (Acceptance Inspection and Inspection), Paragraph 4
Article 12 (Liability for Defect Compensation)
Article 14 (Details of Certification and Compensation)
Article 15 (Return of Defective Products)
Article 16 (Liability for Defect Compensation in Relation to Modification and
Repair Based on the User's Instructions)
Article 17 (Payment Method)
Article 18 (Product Liability)
Article 19 (Objection by the User)
Article 26 (Responsibilities as a Designated Contractor, etc.)
Article 32 (Infringement of Intellectual Property Rights), Paragraphs 3 and
4
Article 33 (Notification of Intellectual Property)
Article 34 (Handling of Drawings)
Article 36 (Transfer of Rights and Obligations)

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 Article 37 (Restriction on Transfer of Parts, etc.)
Article 38 (Confidentiality)
Article 42 (Subcontracting) Paragraph 3
Article 49 (Measures Accompanying Termination of Contract)

Article 51 (Compensation for Damages)

In the event that the other party suffers damage due to any of the reasons set forth
in Article 47, Paragraphs 1 and 2, Bizmates or the User may claim compensation
from the other party for the damage.

Section 3 Supplementary Provisions

Article 52 (Effective Period)
The effective term of this Agreement shall be from the date of execution of
this Agreement to March 31, 2021, and if neither party expresses written
intention to renew the Agreement at least two months prior to the expiration
of the Agreement, the effective period of this Agreement shall be
automatically extended by one year and thereafter.

Article 53 (Non-Waiver)
The delay or failure of either Bizmates or you to exercise any right set forth in
this Agreement or the Individual Agreement shall not affect such right in
any way and shall not be deemed a waiver of such right. In addition, the failure
of either Bizmates or the User to assert a breach of this Agreement or an
Individual Agreement by the other party shall not be construed as a waiver
of the right to assert such breach.

Article 54 (Revocation)
1． The "Basic Transaction Agreement" concluded between the parties prior to the
conclusion of this Agreement shall cease to be effective upon the conclusion
of this Agreement.
2． The contents of this Agreement shall apply to the performance of individual
contracts concluded by both parties prior to the conclusion of this Agreement.

Article 55 (Court of Jurisdiction)

With respect to all disputes arising out of this Agreement and Individual Agreements,
the Nagoya District Court shall be the exclusive agreement jurisdictional

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 court of the first instance.

Article 56 (Consultation and Resolution)

In the event that any doubt arises regarding matters not stipulated in this Agreement
or the Individual Agreement, or the interpretation of this Agreement and the
Individual Agreement, Bizmates and the User shall resolve the matter through
consultation in good faith with both parties in accordance with their
respective laws and commercial practices.

In order to certify the conclusion of this Agreement, two copies of this document
shall be prepared and one copy shall be held with the names and seals of both parties.

Year Month Day

(Location) Aichi-ken Tokai-shi Arao-cho

Wanowari 1
Ko (company name) Aichi Steel Co., Ltd.
(Representative) President Takahiro Fujioka

(Location)
B (company name)
(Representative)

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