SALES AND PURCHASE AGREEMENTThis SA

SALES AND PURCHASE AGREEMENT

This SALES AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into on this 01,SEP,2015 by and between:

Faith Year Investments Limited, a company duly organized and existing under the laws of The United Kingdom, having its principal place of business at P/O. Box957, Offshore Incorporation Centre Road Town, Tortola, United Kingdom BVI, British (the “Seller”); and

Toyota Tsusho Corporation, a company duly organized and existing under the laws of Japan, having its principal place of business at 3-13, Konan 2-chome, Minato-ku, Tokyo 108-8208, Japan (“TTC”),

(Each of them shall be referred to as a “Party” and collectively the “Parties”)

NOW THEREFORE, the Parties agree as follows:

Article 1. Basic Principle

This Agreement provides the basic terms and conditions which apply to purchase of the Products (as defined below) by TTC from the Seller.

Article 2. Products

The “Products” means Men’s garments, the specification of which is separately agreed between the Parties (the “Specification”),and the improvements thereof.


Article 3. Individual Contract

3.1 TTC shall deliver a purchase order to the Seller indicating the description of the Products, quantity, delivery date, delivery place and any other terms and conditions not stipulated in this Agreement. The Seller’s acceptance of TTC’s purchase order shall be made within a reasonable time and shall not be unreasonably withheld. If the Seller does not reject TTC’s purchase order within 7days, such purchase order shall be deemed to have been accepted by the Seller. The purchase order accepted by the Seller shall constitute a valid and binding individual contract for the sale of the Products by the Seller to TTC (the “Individual Contract”).

3.2 This Agreement shall apply to each Individual Contract. If there is any discrepancy or inconsistency between the terms of the Individual Contract and the terms of this Agreement, then the terms of this Agreement shall prevail unless the Parties explicitly state in writing that they intend to overrule the terms of this Agreement. The Parties hereby agree to exclude the general terms and conditions attached to the Seller’s sales confirmation or any other acceptance document.

Article 4. Delivery

4.1 The Seller shall deliver the Products to TTC on the delivery date specified in the Individual Contracts on the basis of FOB, and in accordance with the delivery terms stipulated in the Individual Contract.

4.2 Time of delivery shall be of the essence. The date of the bill(s) of lading or similar documents shall be conclusive evidence of the date of delivery. In the event of delay in delivery of the Products, TTC may, without prejudice to all other rights or remedies, immediately terminate the Individual Contract in whole or in part.

4.3 If the Seller is to contract for the carriage of the Products, the Seller shall contract with a carrier of good standing and international repute, which is experienced in the transportation of goods of the same type as the Products. If TTC is to contract for the carriage of the Products, all charges and expenses for loading of the Products, including demurrage and other damages which are to be for the account of the charterer under the relevant charter party, shall be borne and paid by the Seller.

4.4 The Seller shall securely pack the Products so as to avoid any damage until they pass to the final delivery point where TTC or TTC’s customer installs and/or uses the Products.

4.5 Immediately after the completion of the loading of the Products, the Seller shall deliver written notice thereof to TTC, specifying the number of the purchase order, the name of the vessel or the flight number of the aircraft, the port of delivery, the description of the Products, the quantity loaded, the estimated time of arrival at the destination, the invoice amount and other essential particulars.

4.6 TTC may reject any Products delivered which are not in accordance with this Agreement and the Individual Contracts, and is not deemed to have accepted any Products until TTC has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Products has become apparent.

Article 5. Inspection

5.1 TTC may inspect the Products during all stages of manufacture, installation, fabrication and testing. The Seller shall pay for the cost of such inspection.

5.2 Any inspection by TTC does not relieve the Seller of any of its obligations under this Agreement and the Individual Contracts or at law.

5.3 TTC may direct the Seller to:
(a) supply particulars of the mode and place of manufacture, the source of supply of materials and other components, the performance capacities and other related information of the Products; and
(b) arrange inspections of the Products at reasonable times and places for persons authorised by TTC to make those inspections.

Article 6. Risk of Loss and Title

6.1 The risk of loss of or damage to the Products shall transfer to TTC as set forth in FOB.

6.2 The title to the Products shall transfer to TTC when the risk of loss of or damage to the Products transfers to TTC pursuant to Article 6.1 above.

Article 7. Price

The purchase price of the Products shall be quoted in Dollar and shall be agreed upon in each respective Individual Contract on a basis of FOB, and shall not be subject to any adjustment.

Article 8. Payment Terms

The payment for the Products shall be made by means of an irrevocable letter of credit established through a major bank of international repute, which shall be payable [at sight/14 days after bill of lading date] against the presentation of the following documents:

• The documents which stipulates major bank of international repute.
• The contract which includes or attached following details; total amount of products, product number, unit and total price.

Article 9. Charges

9.1 All taxes, export duties, fees, banking charges and other costs incurred in the country of shipment, delivery and/or origin on the Products, containers and/or documents (including the certificate of origin) shall be for the Seller’s account and responsibility.

9.2 If the Seller is to bear the freight (including any freight surcharge) and/or the insurance premium, any increase in the freight and/or the insurance premium after conclusion of this Agreement and/or the Individual Contracts shall be borne by the Seller.

Article 10. Export Requirements/Approvals

Unless otherwise agreed in writing, the Seller shall obtain all approvals necessary for the performance of this Agreement and the Individual Contracts including, without limitation, compliance with any requirements for the exportation of the Products, and provide TTC with originals (or true and correct copies) of all such approval documents upon TTC’s request. The Seller shall indemnify and hold TTC harmless from and against any losses, damages, penalties or causes of action resulting from any violation of this Article 10.

Article 11. Warranty

11.1 Seller shall convey to TTC good and merchantable title to the Products free from any encumbrance, lien or security interest. The Seller warrants that the Products shall:

(a) conform to the Specification and any and all descriptions, drawings, samples, models, and requirements agreed by the Parties from time to time;
(b) be merchantable, of good quality and free from any and all defect in design, material or workmanship;
(c) be fit for the purpose(s) intended by TTC or its customers; and
(d) conform to all applicable laws, regulations and standards.

11.2 The warranties set forth in Article 11.1 shall be extended for (i) eighteen months after the date of the delivery of the Products by the Seller to TTC or (ii) twelvemonths after the date of delivery of the Products by TTC to its customer(s), whichever expires earlier; provided, however, if downstream customers of the Products are entitled to a longer period of warranty under applicable law, then the Seller shall extend its warranty under this clause for such longer period (“Warranty Period”). The warranty shall not be deemed waived by reason of TTC’s acceptance or inspection of any Products or the payment for the same. The Seller further warrants that the Products do not infringe the intellectual property rights (including but not limited to patents, copyrights, trademarks and service marks) of any third party, whether in TTC’s domicile country or elsewhere.

11.3 If any of the warranties set forth in Article 11.1 are breached in respect of any of the Products, the Seller shall, at its own cost and expense, and at TTC’s discretion (i) repair and/or replace the relevant Products, and/or (ii) refund the purchase price of the relevant Products, and pay any other costs and damages incurred by TTC. Such remedies are in addition to any other rights and remedies that TTC may have under this Agreement, at law or in equity or otherwise including implied warranties, and shall survive the expiration or termination of this Agreement.

Article 12. Indemnity

The Seller shall indemnify and hold harmless TTC and its directors, officers, employees, agents and/or customers from and against any and all cost, loss, damage and expense (including legal fees on an indemnity basis) suffered by TTC or any of its employees and agents whether actual, special, incidental, consequential, indirect or punitive costs, damages and expenses, including without limitation loss of profit, loss of business, depletion of goodwill and similar loss, suits, actions, liabilities, penalties, costs, expenses and disbursements (including attorney’s fees) or personal injury, death or property damage caused by, due to or in any way relating to (i) the Products or any defective workmanship, quality or material or malfunction thereof, (ii) breach of this Agreement and/or the Individual Contracts by the Seller or a