OEM契約書（英文）の雛型をアップしましたのでご参考まで。

★注意★
必ず以下の解説をお読みいただいた後に、貴方の用途に合わせて
カスタマイズしてからご使用ください。

OEM Agreement

                         

This OEM Agreement is made and entered into on  ____________2026, by and between  Hotel Japan, Inc., a corporation duly organized and existing under the laws of Japan and having its principal office at 3F Shinbashi BLDG. 1-2-3 Shinbashi Minato-ku Tokyo 105-0004 Japan  (hereinafter called “Buyer”), and FEATHER CO., LTD., a corporation duly organized and existing under the laws of Hong Kong Special Administrative Region of the People's Republic of China (hereinafter called “Hong Kong”) and having its principal office at Unit 6, 9/F, Tower B, 55 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong  (hereinafter called  “Manufacturer”).   

 

                                             WITNESSETH:

 

WHEREAS, Buyer is engaged in the business of various kinds of bedclothes such as comforter covers, pillowcases, bedspreads and sheets in Japan and desires to have Manufacturer manufacture such products under Buyer’s trade names, trademarks and logos, and

 

WHEREAS, Manufacturer is engaged in the business of designing and manufacturing of various products in the People's Republic of China and is willing to supply the aforesaid products on the basis of OEM to Buyer under the terms and conditions hereinafter provided.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings, both parties have agreed and do hereby agree as follows:

 

 

Article 1. Definitions

 

1.      The term “Trademarks” shall mean any and all trademarks, trade names, logos, emblems and marks,
       registered or not, owned, controlled or used by Buyer including, but not limited to, the ones specified
       in Attachment 1.

2.      The term “Specifications” shall mean the specifications of Products which are to be determined as
       specified in Article 9.

3.      The term “OEM” (Original Equipment Manufacturing) shall mean the following process for
       the manufacturing of Products.

(1) Buyer designs Products;

(2) Buyer compiles and decides Specifications;

(3) Buyer provides Trademarks and Specifications to Manufacturer;

(4) Manufacturer manufactures Products under Trademarks and pursuant to Specifications
     on behalf of Buyer; and

(5) Manufacturer supplies Buyer with Products under the terms and conditions herein.

 

4.      The term “Products” shall mean any and all bedclothes including, but not limited to, comforter
      covers, pillowcases, bedspreads and sheets, which are to be manufactured and provided by
      Manufacturer on the basis of OEM under the terms and conditions herein.

5.      The term “Pre-Shipment Inspection” shall mean the inspection and test of Products which shall be
       conducted by the inspection company to be designated by Buyer pursuant to the terms and
       conditions in Article 4.

 

 

Article 2. Individual Contract

 

1.   With reference to the transaction of Products, both parties shall conclude individual contract in
      Buyer’s purchase order (hereinafter called “Purchase Order”) and Manufacturer’s sales note
     (hereinafter called “Sales Note”). Purchase Order and Sales Note shall be exchanged between
     the parties in the form of attached file of e-mail, which shall set forth terms and conditions including,
     but not limited to, name of Products, color, quantity, unit and total price, delivery date, terms and
     conditions of payment, transportation and delivery and other necessary information (hereinafter
     collectively called “Individual Contract”).

2.   The terms and conditions of this Agreement shall, in principle, govern Individual Contract.
      Provided, however, that if the terms and conditions of Individual Contract are inconsistent or
      conflict with the provisions of this Agreement, the provisions of Individual Contract shall prevail.

3.   Individual Contract in effect may be modified or cancelled with the written consent of the parties. 
      Provided, however, that if either party is damaged or additional expenses are incurred due to
      the aforesaid modification or cancellation, the parties shall consult each other in respect of
      indemnification thereof.

 

 

Article 3. Delivery

 

1.   Any and all Products sold hereunder shall be delivered from Manufacturer to Buyer on the basis
      of CIF Tokyo.

2.   Manufacturer shall deliver Products to Buyer pursuant to the terms and conditions set forth in
      Individual Contract. Manufacturer shall deliver Products duly packed for transportation and
      shall be responsible for any damage or loss of Products attributable to any faulty packing.

3.   If Manufacturer fails to or is likely to fail to deliver Products by the expected delivery date
      set forth in Individual Contract, Manufacturer shall advise Buyer the cause of delay and
      delivery date to be rescheduled, and follow Buyer’s direction.

 

 

Article 4. Inspection and Pre-Shipment Inspection

 

1.   After the completion of manufacturing of Products, Manufacturer shall conduct needle detecting
      of Products by using needle detectors and inspect  Products by itself.

2.   Prior to the shipment thereof, Pre-Shipment Inspection shall be conducted by the inspection
      company to be designated by Buyer (hereinafter called “Inspection Company”) pursuant to
      one of the following procedures.

 

(1) Inspection Company shall conduct Pre-Shipment Inspection at Manufacturer’s factories.

(2) Manufacturer shall bring Products into the premises of Inspection Company and
      Pre-Shipment Inspection shall be conducted there.

 

3.   Pre-Shipment Inspection shall be conducted in accordance with the inspection standards
      to be agreed in writing between the parties including, but not limited to, the same specified
      in Attachment 2-1 and 2-2. 

4.   In case of discrepancy, shortage or excess of Products found as a result of Pre-Shipment Inspection,
      Manufacturer shall, pursuant to Buyer’s notice and direction, take necessary steps at its expense
      and Buyer may claim Manufacturer the damages thereof.  Also, Buyer may return the wrong Products
      or excess of Products at Manufacturer’s expense.

5.   In the event that Inspection Company finds Products which have discrepancy in Specifications
      and/or defect or damage in terms of quality or function (hereinafter called “Defective Products”)
      as a result of Pre-Shipment Inspection, Buyer shall give Manufacturer a written notice of claim and,
      pursuant to Buyer’s direction, Manufacturer shall repair or replace Defective Products at its
      responsibility and expense or shall refund the amount of price for Defective Products paid by Buyer. 
      Buyer may return or dispose of Defective Products at Manufacturer’s expense.

6.   If Manufacturer repairs or replaces Defective Products, Pre-Shipment Inspection of repair or
     replacement of Defective Products shall be conducted by Inspection Company again at
     Manufacturer’s expense prior to the shipment thereof. In addition, the expense for
    the transportation of repair or replacement of Defective Products shall be borne by Manufacturer.

 

 

Article 5. Title and Risk

 

Notwithstanding the trade terms specified in Article 3 (i.e.  CIF Tokyo), title and risk of loss for Products purchased by Buyer shall transfer from Manufacturer to Buyer at the time when such Products have passed Pre-Shipment Inspection.

 

 

Article 6. Warranty 　

 

1.   Regardless of Pre-Shipment Inspection, Manufacturer warrants that Products are free from
      discrepancy in Specifications and/or defect or damage in terms of quality or function which is
      considered to be ascribed to the responsibility of Manufacturer for a period of one (1) year from
      the date when Products have passed Pre-Shipment Inspection (hereinafter called “Warranty”).

 2. In the case of breach of Warranty, Manufacturer shall, pursuant to Buyer’s notice and direction,
     repair or replace Defective Products at its responsibility and expense or shall refund the amount of
     price for Defective Products paid by Buyer.  Buyer may return or dispose of Defective Products at
     Manufacturer’s expense.

 

 

Article 7. Payment

 

The payment for the price of Products from Buyer to Manufacturer shall be made in United States
Dollars (USD) and Buyer shall remit the same by telegraphic transfer to the designated bank account
f Manufacturer.  Remittance cost to be incurred  shall be borne by Manufacturer.

 

 

Article 8. Improvement

Manufacturer agrees that any improvements and developments relating to Products or Specifications, whether patentable or not, acquired or otherwise obtained by them during the effective term of this Agreement shall be disclosed promptly to Buyer and the rights of the same shall be determined between the parties subject to the mutual consultations.

 

 

Article 9. Terms of Quality

 

With reference to the detailed terms and conditions in respect of the quality of Products, Buyer shall compile and decide the same in writing as Specifications after the consultations and consent with Manufacturer.

 

 

Article 10. Subcontract

 

Manufacturer shall, in principle, not outsource its obligations specified in this Agreement or Individual Contract nor any part hereof or thereof to Manufacturer’s subcontractors (hereinafter called “Subcontractors”) without Buyer’s prior written consent.

 

 

Article 11. Technical Instruction and advice by Manufacturer

 

Upon the request of Buyer, Manufacturer shall, at no charge, provide Buyer with technical instructions and advices at Manufacturer’s factories or by using email or other suitable systems in respect of technical matters of Products.

 

 

Article 12. Prohibited Matter

 

1.   Manufacturer shall not change Specifications and qualities of Products such as materials,
      colors and subsidiary materials without prior written notice to Buyer.

2.   Manufacturer shall not disguise the certificates and qualities of Products.

 

 

Article 13. Trademarks

 

During the effective term of this Agreement, Manufacturer shall, at its factories, use Trademarks only for hang-tags, tags, packages of Products, cardboard boxes for transportation thereof and other necessary subsidiary materials thereof and shall not use Trademarks for any purpose whatsoever other than those specified in this Agreement.

 

 

Article 14. Intellectual Property Rights

 

1.   Neither of the parties shall infringe all Trademarks, patents, designs, copyrights, know-how
      and other intellectual property rights used or embodied in connection with Products disclosed
      from the other party or apply and register as its own intellectual property rights.

2.   Either of the parties hereby agrees to advise the other party immediately after Buyer or
      Manufacturer becomes aware that any intellectual property rights in connection with Products
      are attacked or infringed upon by any third parties. In the case of aforesaid attack or infringement,
      Buyer or Manufacturer shall cooperate with and aid the other party for the defense proceedings
      at its own cost.

 

 

Article 15. Product Liability

 

Manufacturer shall be liable for, indemnify and hold Buyer harmless from all claims, loses, expenses, damages, litigations and/or reasonable attorneys’ fees including, but not limited to, suits or claims for damages for human bodily injury, death or other property, arising out of or in relation to any defect of Products, actual or threatened, by any third parties such as Buyer’s customers and retailers, and Buyer may claim Manufacturer damages thereof.

 

 

Article 16. Confidential Information

 

1.      Buyer shall not disclose to third parties any information, which is confidential and proprietary in
　   nature of Manufacturer, acquired through this Agreement (hereinafter called “Confidential
       Information”). Confidential Information includes, but not limited to, trade secrets, know-how,
       inventions, techniques, processes, programs, schematics, data, customer lists, financial information,
      and sales and marketing plans.  Buyer agrees that Confidential Information shall not be disclosed to
      any third parties and not be used, modified, copied, adapted for any purpose whatsoever other than
      the purposes specified in this Agreement without the written consent of Manufacturer. 
      Notwithstanding the above, Buyer shall not have any obligation to keep confidential with respect to
      Confidential Information that:

 

     (1) is rightfully obtained or will be obtained from a third party under no obligation of
           confidentiality; or

     (2) becomes a public domain through no fault of Buyer.

     (3) is already known to or possessed by Buyer prior to the disclosure of Confidential
           Information; or

     (4) is already a public domain prior to the disclosure of Confidential Information; or

     (5) is independently developed by Buyer without Confidential Information.

 

2.      Notwithstanding the provisions in this Article, Buyer shall not have any obligation to keep
      confidential if (a) Confidential Information is disclosed for the purpose of obtaining the professional
      advice from attorneys, tax accountants, certified public accountants, judicial scriveners,
      administrative scriveners, patent attorneys or certified social insurance labor consultants who have
      an obligation of confidentiality by law or non-disclosure agreement or (b) Confidential Information
      is disclosed legally by Buyer subject to the demand of government, governmental agency, court or law.

3.      If Buyer　discloses　Confidential　Information subject to the demand of government, governmental
      agency, court or law, Buyer shall use its best efforts to notify Manufacturer of such demand or
      requirement prior to the disclosure so that Manufacturer may seek an appropriate protective order
      or take lawful actions to avoid and/or minimize such disclosure.

4.      The provision of Sub-Paragraphs (1) to (4), Paragraph 2 of this Article shall not apply to personal
       information.

5.      Buyer shall exercise the sole and proper control and supervision over any of its employees and
      hereby assume full liability and responsibility of all obligations in connection with its employees
      and any activity of such employees in connection with the terms in this Article.

6.      Buyer shall, at any time upon  Manufacturer’s request or termination or expiration of this Agreement,
      return to Manufacturer or, subject to the instruction of Manufacturer, dispose of all copies of
      Confidential Information and all other documents and materials incorporating Confidential Information
      in the possession of Buyer.

 

 

Article 17. Licenses and Permits

 

Manufacturer shall be responsible for obtaining all necessary licenses and permits including, but not limited to, OEKO-TEX from related authorities and for satisfying all necessary formalities and any applicable laws or regulations in connection with the manufacture of Products.

 

 

Article 18. Duration

 

1.      Notwithstanding the date first above written, the term of this Agreement shall be one (1) year
      on and after the 28th day of January, 2023. Thereafter, this Agreement shall be extended automatically
      for successive periods of one (1) year each unless Manufacturer or Buyer gives the other party notice
      of non-extension in writing at least one (1) month prior to the expiration of the original term or any
      extended term of this Agreement.

2.      In the event of expiration of this Agreement, the parties hereto shall have no claim against the other
      party for the loss of good will or future profit.

 

 

Article 19. Termination 

 

Either party may, without prejudice to any other rights or remedies, terminate this Agreement or Individual Contract, in whole or in part, by giving a written notice to the other party with immediate effect, if any of the following events should occur:

 

(1) if the other party breaches or fails to perform any provision of this Agreement or Individual
     Contract and such breach or failure continues for more than thirty (30) days after the receipt
     of a written notice specifying the default;

(2) if any proceeding for provisional disposition, provisional attachment or attachment, dishonor
     of bill, suspension of bank transaction, attachment for delinquent tax, execution, insolvency,
     bankruptcy, civil rehabilitation, reorganization, dissolution or liquidation is instituted by or
     against the other party;

(3) if the other party is merged, consolidated or sells all or substantially all of its assets;

(4)  if any substantial change in management or control of the other party is implemented;

(5)  if the other party ceases or threatens to cease to carry on business or disposes of whole or
     any substantial part of its undertaking or its assets;

 

 

Article 20. Effect of Termination or Expiration

 

If this Agreement is terminated or expires, the parties shall comply with the followings:

 

(1)  Manufacturer shall forthwith discontinue, and also have Subcontractors discontinue,
     the manufacturing of Products including, but not limited to Products in process as of the
     effective date of termination or expiration hereof and dispose of any Products in process/stock
     pursuant to Buyer’s instructions and submit the certificate of disposal to Buyer.

(2) Manufacturer shall cease to use Trademarks and return or dispose of any tangible
     thereof pursuant to Buyer’s instructions and submit the certificate of disposal to Buyer.

(3)  Receiving party shall return or dispose of any tangible including, but not limited to,
     Confidential Information provided from Disclosing party and shall not make further use of
     any information thereof.

(4)  Individual Contract which is not in effect as of the effective date of termination hereof shall
      automatically be canceled;

 

 

Article 21. Set-Off

 

Either party may set off any receivables and payables it has against the other party, whether or not arising under this Agreement. 

 

 

Article 22. Damages and Injunctive Relief

 

1.      If either party is damaged due to the other party’s breach or default of any provision hereof or
      by the termination specified in Article 19, the non- defaulting party may claim the defaulting party
     damages thereof, which include attorneys’ fees.

2.      The parties acknowledge that either party shall be entitled to injunctive relief against
      the other party hereto, if the other party hereto breaches any of its obligations hereunder.

 

 

Article 23. Survival

 

This Article, the words defined in this Agreement and the following Articles and Paragraphs shall survive the termination or expiration of this Agreement or Individual Contract.

 

(1) Article 6 (Warranty)

(2) Article 14 (Intellectual Property Rights)

(3) Article 15 (Product Liability)

(4) Article 16 (Confidential Information)

(5) Paragraph 2 of Article 18 (Duration). Provided, however, that this Article (Survival) is not
     applicable for the aforesaid Paragraph in the case of termination hereof.

(6) Article 20 (Effect of Termination or Expiration)

(7) Article 21 (Set-Off)

(8) Article 22 (Damages and Injunctive Relief)

(9) Article 28 (Arbitration)

(10) Article 29 (Applicable Law)

 

 

Article 24. Assignment

 

Neither whole of this Agreement or Individual Contract nor any part hereof or thereof shall be assignable by each party hereto without other party’s prior written consent, which shall not be unreasonably withheld. In the event of such assignment, the assigning party shall remain liable to the other party and shall not be relieved of any obligations under this Agreement or Individual Contract.

 

  

Article 25. Waiver

 

Failure by either party to require performance by the other party or to claim a breach of any provision of this Agreement or Individual Contract shall in no manner be deemed to be a waiver of such provision or right on any other occasion.

 

  

Article 26. Severability

 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or invalid, the remaining provisions hereof shall remain effect.

 

 

Article 27. Force Majeure

 

Neither party shall be liable for any delay or failure to perform any of its obligations under this Agreement or Individual Contract if such delay or failure is due to fire, flood, earthquake, epidemic, pandemic, unusually severe weather, strike, act of God or public enemy, public disorder, economic sanction, restriction by civil or military authority in their sovereign or contractual capacities, transportation failure or any other cause beyond the reasonable control of the parties.

 

 

Article 28.  Arbitration　

 

1.      The parties shall faithfully attempt to settle all disputes, controversies or differences that may arise
      between the parties, out of or in relation to or in connection with this Agreement or Individual
      Contract or the breach hereof or thereof through mutual consultation.

2.      Notwithstanding the foregoing Paragraph, if the aforesaid disputes, controversies or differences are
      not settled by mutual consultation, they shall be finally settled by the arbitration of a panel of three
      (3) arbitrators. If  Manufacturer applies for a matter to be settled by arbitration against Buyer, the
      arbitration shall be held in Tokyo, Japan in accordance with the Commercial Arbitration Rules of The
      Japan Commercial Arbitration Association. If  Buyer applies for a matter to be settled by arbitration
      against Manufacturer, the arbitration shall be held in Hong Kong in accordance with China
      International Economic and Trade Arbitration Commission (CIETAC)'s arbitration rules in effect.
      Each party shall appoint one (1) arbitrator respectively and then the two (2) arbitrators appointed
      shall appoint the third arbitrator. The award to be rendered shall be final and binding upon
      the parties. Judgment upon such award may be entered in any court having jurisdiction thereof.

 

 

Article 29.  Applicable Law

 

This Agreement and Individual Contract shall be governed and construed in accordance with the laws to be chosen by the arbitrators specified in the foregoing Article in the case of arbitration.

 

 

Article 30. Trade Terms

 

This Agreement shall be governed and interpreted by the provisions of the latest International Commercial Terms (INCOTERMS) of International Chamber of Commerce.

 

 

Article 31. Entire Agreement and Amendment

 

This Agreement constitutes the entire and only agreement between the parties and supersedes all previous negotiations, agreements and communications with respect hereto, and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly authorized officers or representatives of each of the parties.

  

IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Agreement on the date first above written.

 

 

 

 

Hotel Japan, Inc.

 

By:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿                                                 
Name:  Gyosei Taro
Title:     CEO

          

 

 

 

 

FEATHER CO., LTD.

 

 

By:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿                                                 
Name:  Apollo Siu
Title:    PF representative for contract

 

 

 

Attachment 1

 

(1) Registration No: 6315192

(2) Registration Date: March 31, 2023

(3) Classification of goods and services: 31

 

 

 

 

Attachment 2-1

 

 

 

 

Attachment 2-2