This agreement is defined in Article 1 regarding the opening of stores in the online marketplace system for chemicals "BuyChem Japan" (hereinafter referred to as "this system") operated by BuyChem Japan Co., Ltd. (hereinafter referred to as "BCJ") on the Internet. ) And BCJ (hereinafter referred to as "store opening contract"), and applies to all relationships related to this system between the store owner and BCJ.
Article 1 (Application for opening a store)
1. 1. A store owner accepts the provisions of this agreement and the conditions of use of this system, applies for sales of chemicals using this system (hereinafter referred to as "opening a store"), and BCJ approves this. say.
2. 2. When opening a store, the store owner shall notify BCJ of the following items in advance, and the same shall apply when these items are changed. (Hereinafter referred to as "store notification information")
(1) Trade name and address
(2) Manufactured products
(3) Name, e-mail address, and telephone number of the employee who first registers for an account (hereinafter referred to as "account person in charge")
(4) Other matters related to the business of the store owner designated by BCJ
3. 3. BCJ will not be held responsible for any disadvantages caused by the incomplete registration details in the preceding paragraph.
4. With respect to the store opening application set forth in Paragraph 1 of this Article, BCJ may, at its full discretion, decide whether or not to open a store for those who wish to open a store.
5. BCJ is responsible for the purpose of providing this system and the business incidental thereto with respect to the information obtained through this system by BCJ through the store notification information, store store provision information (defined in Article 2) and the store store use of this system. Can be used for.
Article 2 (Opening of store opening page)
BCJ opens a store opening page for store owners at the URL specified by BCJ in the server managed by BCJ. The content of the store opening page is created by BCJ based on the information provided by the store opening to BCJ (hereinafter referred to as "store opening information"), and the approval of the store opening is obtained. The store owner must contact BCJ immediately if there is a change in the content of the store opening page or the information provided by the store owner.
Article 3 (Sales method)
1. 1. When a person who browses the store opening page (hereinafter referred to as "customer") makes a request for quotation or inquiries about the store opening product through this system, the store opening person responds promptly on this system.
2. 2. A sales contract for a store-opener's product is established between the customer and BCJ, and between BCJ and the store-opener. A sales contract between BCJ and a store operator (hereinafter referred to as "individual contract") is established when the store owner accepts the order form issued by BCJ on this system.
3. 3. The payment method, delivery date, and other transaction conditions for the store-opener product will be specified in the individual contract between BCJ and the store-opener, which will be created based on discussions between the customer and the store-opener.
4. In addition to this agreement and individual contracts, the transaction conditions in the attached sheet shall apply to transactions related to store-opener products between BCJ and store-openers.
5. Store owners shall comply with relevant laws and regulations in Japan and the countries / regions of the shipping destination when selling the store owner's products.
Article 4 (Product defects, etc.)
In the event of a product defect, delivery delay, contract nonconformity or other dispute between BCJ and the customer, or an intellectual property right or other dispute with a third party regarding the content of the store opening page of the store owner. In some cases, all matters shall be resolved at the responsibility and burden of the store owner, except for reasons attributable to BCJ, and if BCJ is liable for damages to the customer or other third party, the store owner shall be responsible. Must pay BCJ the full amount and associated costs (including but not limited to BCJ's attorney's costs).
Article 5 (Account person in charge)
1. 1. The store owner must make the account manager and the employees who use the account fully understand how to use this system.
2. 2. The store owner must have the account manager and the employees who use the account comply with the rules for setting and managing accounts separately set by BCJ.
3. 3. The store owner has the account manager and the employees who use the account properly manage the account, ID and password on this system used for contacting customers and BCJ.
4. The store owner shall manage his / her own account at his / her own risk, and the actions executed on this system by the same account shall be attributed to the store owner even if they are actions by a third party. receive.
5. The store owner shall be liable for damages caused by insufficient management of accounts, IDs and passwords, mistakes in use, use by third parties, etc., and BCJ shall not be liable at all.
Article 6 (Intellectual property rights, etc.)
1. 1. Regarding the copyrighted works and contents posted on the store opening page of the store owner, the copyrighted material and other intellectual property rights shall be owned by BCJ for those produced by BCJ and by the store owner for those produced by the store owner.
2. 2. When a store owner provides BCJ with a copyrighted work owned by a third party other than the store owner as a material for the store owner's store opening page, the third party may use or modify the copyrighted work in advance. You must get permission.
3. 3. All rights such as intellectual property rights such as data, images, videos, software, etc. related to this system belong to BCJ or its legitimate right holders, and the rights are transferred to the store owner or licensed by providing this system. It is not something that will be done.
4. During the term of the store owner's intellectual property rights stipulated in Paragraph 1 of this Article, the store owner shall provide BCJ with a part or all of the store owner's copyrighted work and contents of the System and the business incidental thereto. Grants free, non-exclusive, worldwide rights that are licensed to be used for.
Article 7 (Use of this system)
1. 1. The use of this system shall be in accordance with the system usage conditions (hereinafter referred to as "system usage conditions") separately determined by BCJ.
2. 2. When using this system, the store owner prepares the environment such as computer terminals and communication lines that meet the conditions stipulated in the system usage conditions (hereinafter collectively referred to as "store store equipment"), and BCJ manages this system. It shall be connected to the cloud environment provided for the purpose via the network.
3. 3. The use of this system shall be carried out by the method described in the preceding paragraph, and BCJ shall not be liable for any cases where this system cannot be used due to the store owner's equipment.
4. The service area for store owners of this system shall be limited to Japan. BCJ does not take any responsibility for any troubles or performance deterioration when the store owner accesses this system from outside Japan.
Article 8 (Usage fee for this system)
The usage fee for this system is equivalent to 5% of the selling price from BCJ to customers.
Article 9 (Definition of Confidential Information)
1. 1. In this agreement, "confidential information" is business, business, or technical or other information that the disclosing party discloses to the recipient as confidential during the validity period of this agreement, and is as follows. Anything that falls under any of the items.
(1) Information provided (including electromagnetic methods) by tangible objects such as documents, materials, drawings, etc. or by electromagnetic records.
(2) Information to be disclosed orally or visually, and the information shall be documented and provided (including electromagnetic methods) within 14 days after such disclosure. In addition, "documentation of information, etc." means that the disclosing party describes the disclosure content of confidential information in writing together with the date and time of disclosure, the place of disclosure, the background of disclosure, etc., or electromagnetically records it.
2. 2. Notwithstanding the preceding paragraph, information that falls under any of the following items shall not be classified as confidential information.
(1) Information already held by the recipient
(2) Information legitimately obtained by the recipient from a third party without obligation of confidentiality
(3) Information independently developed by the recipient, regardless of the information disclosed or delivered by the discloser.
(4) Information that was already publicly known at the time of receipt, or information that became publicly known after receipt regardless of the responsibility of the recipient.
3. 3. Notwithstanding the provisions of Paragraphs 1 and 2 of this Article, the details and amount of costs including transportation costs, insurance premiums, etc. disclosed by BCJ to store owners in this system shall always be included in confidential information. ..
Article 10 (Handling of Confidential Information)
1. 1. Recipients shall keep confidential information confidential and shall not use it for any purpose other than the purpose of using this system or disclose it to a third party without the prior written consent of the disclosing party. However, the recipient shall, in addition to the relevant purpose, to the extent necessary for the purpose of fulfilling this agreement and complying with relevant laws and regulations, to provide confidential information to the recipient's directors, corporate auditors and employees, as well as lawyers, tax accountants, and certified accountants. , Accounting auditors and other professional advisors (hereinafter collectively referred to as "related parties") can be disclosed. In this case, the Recipient shall impose an obligation on the Parties Equivalent to the obligations of the Recipient under these Terms and shall be liable to the Discloser for any breach of the obligations of such Parties.
2. 2. The recipient shall manage and store the confidential information with the duty of care of a good manager, and shall not copy or modify the confidential information for any purpose other than the purpose set forth in the preceding paragraph.
3. 3. Notwithstanding the preceding paragraphs, if the recipient is ordered to disclose confidential information or is requested to disclose confidential information based on laws and regulations, the recipient will disclose the confidential information within the scope of the order / request. can do.
4. The recipient shall promptly return, destroy or delete the confidential information (including reproductions and alterations) according to the instructions of the disclosing party when the store opening contract is terminated or requested by the disclosing party.
5. The provisions of this article shall survive for seven years after the termination of the store opening contract.
Article 11 (suspension of service)
The store owner consents in advance that the service provided by BCJ regarding this system may be suspended for a certain period of time without prior notice due to the following reasons, and requests BCJ for refund of usage fee, compensation for damage, etc. due to service suspension. do not do.
(1) Suspension for inspection, repair, repair, improvement (version upgrade), etc. of BCJ's server software, etc.
(2) Stopping due to an accident or failure of a computer, communication line, etc.
(3) Suspension when BCJ determines that it is unavoidable to protect the interests of BCJ, store owners, customers, other store owners and other third parties.
Article 12 (Prohibited acts)
1. 1. The person who opens the store must not perform the following acts. If the following (4) is violated, the store owner will compensate BCJ for damages caused to BCJ and pay a penalty equivalent to double the system usage fee for the transaction.
(1) Acts that violate or may violate the law
(2) Acts of using this system in a method or manner that is offensive to public order and morals
(4) The act of inviting a customer to issue a purchase order through this system to a transaction outside this system.
(5) Acts of performing the same or similar business as BCJ
(6) Actions that hinder the management, operation, or provision of this system by BCJ, or actions that may cause such actions.
(7) Unauthorized access to BCJ's server or other BCJ's computer
(8) Provision of computer viruses, etc., mechanical download using software
(9) Acts of falsely reporting the matters to be reported
(10) Unauthorized use or use of ID
(11) Acts that infringe the intellectual property rights or other property rights of other store owners or third parties
(12) Acts of using this system in a method or mode that interferes with the communication of a third party, acts such as posting information that promotes those acts, or acts that may cause such acts.
(13) Acts of copying, adapting, publicly transmitting, modifying and selling, renting, or otherwise distributing all or part of the software, contents, etc. related to this system.
(14) Reverse engineering, disassembly and decompilation of all or part of the software, contents, etc. related to this system, and combination of all or part of the software, contents, etc. related to this system with other services.
(15) Acts of using all or part of the software, contents, etc. related to this system for purposes other than the purpose of using this system.
(16) Other acts contrary to the purpose of this agreement
2. 2. If the store owner causes damage to a third party in connection with the use of this system, the store owner will resolve it at his / her own risk and expense, will not bother BCJ, and will cause damage. must not.
Article 13 (suspension of store openings)
1. 1. BCJ may suspend the opening of the store, delete the content displayed by the opening, announce the reason for the suspension, and take other necessary measures if the opening of the store falls under any of the following reasons. In this case, the store owner must promptly take remedial measures in accordance with the instructions of BCJ.
(1) When the reasons stipulated in Article 12 (prohibited acts), Article 16 (loss of profit due to deadline and cancellation of store opening) and Article 17 (cancellation of store opening based on the relationship with antisocial forces) occur.
(2) When multiple complaints such as product defects, delivery delays, etc. are received from customers who purchased products from store owners.
(3) When it is found that the information provided by the store owner, the information provided by the store owner, or the information provided by the store owner is contrary to the facts.
2. 2. BCJ shall not be liable for any damages suffered by the store owner or a third party due to the suspension of store openings set forth in the preceding paragraph, regardless of the reason.
Article 14 (Disclaimer)
1. 1. BCJ shall not be obliged to compensate the store owner for any damages incurred in connection with opening the store regardless of the cause.
2. 2. BCJ may, at its discretion, change or add to the specifications of this system, or suspend or abolish services related to this system without the consent of the store owner.
3. 3. BCJ provides the quality of this system and the services it provides to the store owners as they are, and does not guarantee its completeness, accuracy, certainty or usefulness.
4. BCJ shall not be liable for any damages caused directly or indirectly by the store owner or a third party based on the use of this system by the store owner, regardless of the content or mode.
5. BCJ does not take any responsibility for the linked site or the information posted on the linked site for the link displayed on this system.
6. The store owner shall save all the data in this system at his / her own risk, such as backing up. BCJ shall not be liable for any direct or indirect damages resulting from the loss, damage or other reasons of all data in the System, except for reasons attributable to BCJ.
Article 15 (decline to open a store by a store owner)
The store owner can cancel the store opening contract and cancel the store opening on this system by notifying BCJ in writing at least one month in advance. In this case, BCJ will delete the store opening page of the store owner immediately after the notification period has elapsed.
Article 16 (Loss of profit due to deadline and cancellation of store opening)
1. 1. If the store owner falls under any of the following reasons, the store operator loses the profit of the deadline for all debts to BCJ, and BCJ cancels all or part of the store opening contract and individual contract without any notice. It is possible to cancel the store opening of the store opening person and delete the store opening page of the store opening person from this system.
(1) When the store owner violates this agreement
(2) When the store owner issues a bill or check non-delivery
(3) When the store owner receives a petition for seizure, provisional seizure, provisional disposition or other compulsory execution or delinquent disposition.
(4) When the store owner has received a petition for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation, or has filed for himself / herself.
(5) In addition to the previous item 3, when there is a significant change in the credit status of the store owner.
(6) When the business is dissolved or suspended, or when the transfer of all or important parts of the business, the company split, or the merger in which the company becomes an extinguished company is resolved.
(7) When the actual controlling relationship of the company changes due to changes in shareholder composition, officers, etc.
(8) When BCJ cannot contact you
(9) When the improvement measures specified by BCJ based on Article 13 (1) are not implemented within the reasonable period specified by BCJ.
(10) When the store owner falls under any of the items of Article 17
(11) When BCJ determines that there are other reasons similar to the preceding items
2. 2. BCJ cancels the store opening contract, cancels the store opening, and deletes the store opening page from the system by notifying the store opening in writing at least one month in advance for any reason. be able to.
Article 17 (Cancellation of store openings due to relationship with antisocial forces)
BCJ may cancel the store opening of the store and delete the store opening page of the store from this system if it determines that the store opening falls under any of the following.
(1) If you are a gangster, a gangster, a gangster-related organization, a gangster-related person, or any other antisocial force (hereinafter referred to as "gangster, etc."), or if you were a gangster in the past.
(2) When a gangster, etc. is an individual or corporation that controls business activities
(3) When there is a person who corresponds to a gangster, etc. among officers or employees
(4) When the store owner or his officer is arrested or detained in a criminal case, or when the store owner is prosecuted for criminal charges.
(5) When fraudulent acts, crude behavior, demands for burdens beyond the reasonable range, violent acts or threatening words are used by oneself or a third party.
(6) When you tell that you are a gangster, etc., or that your affiliated organization or related person is a gangster, etc.
Article 18 (Method of notification and consent)
1. 1. BCJ will notify the store owner by e-mail, display on this system, or any other method that BCJ deems appropriate.
2. 2. When the notification is given by the display on this system, it is considered that the notification to the store owner is completed at the time when it is posted on the system.
3. 3. Regarding the notification from BCJ to the store owner in accordance with this article, unless there is an objection within 7 days from the store owner, it is considered that the store owner has agreed to the content on the date of notification.
Article 19 (Prohibition of transfer)
The store owner shall not assign all or part of the rights or obligations under the store opening contract and / or the individual contract to a third party without the prior written consent of BCJ.
Article 20 (third party consignment)
BCJ may outsource a part of the operation and provision of this system to a third party.
Article 21 (Personal information)
BCJ will use the personal information provided by the store owner (if applicable) only to the extent permitted by the Act on the Protection of Personal Information and other related laws and regulations, and will use it to third parties other than the contractors stipulated in Article 20. It shall not be disclosed or leaked.
Article 22 (Agreement Jurisdiction and Governing Law)
1. 1. If there is a need for a proceeding between BCJ and the store owner regarding this agreement and / or individual contract, the Osaka District Court shall be the exclusive agreement jurisdictional court of the first instance.
2. 2. The establishment, effect, interpretation and performance of this agreement and / or individual contracts shall be governed by Japanese law, regardless of the provisions of the Conflict of Law.
Article 23 (Consultation resolution)
If any matter not stipulated in this agreement or any doubt arises in the performance of this agreement, BCJ and the store owner shall discuss with each other in accordance with the principle of good faith and try to resolve it gracefully.
Article 24 (Change of this agreement)
BCJ may revise this agreement at any time by posting the changed agreement and the amendment of this agreement on this system. The changed terms shall become effective 30 days after posting, and if the store owner continues to use this system even after the terms have been changed, it is assumed that he / she has agreed to the changed terms.
Attachment Transaction Terms
Article 1 (Scope of application)
These transaction conditions apply to individual sales contracts (hereinafter referred to as "individual contracts") concluded between BCJ and store owners regarding the sale and purchase of products handled by store owners (hereinafter referred to as "objects"). However, if the individual contract makes a contract that differs from the terms of this transaction, the provisions of the individual contract will prevail.
Article 2 (Individual contract)
1. 1. The individual contract defines the order date, the name of the object, the product number, specifications, quantity, delivery date, delivery location, unit price, payment conditions, etc.
2. 2. An individual contract is established when BCJ presents an order form containing the contents of the preceding paragraph to the store owner on this system and the store owner accepts it.
Article 3 (Specifications)
The store owner defines the quality standards, inspection standards, test methods, packaging and other specifications related to quality assurance of the target product in the specifications installed on the Shopfront (product page) on this system or in individual quotations.
Article 4 (Price)
The selling price of the object from the store owner to BCJ is determined by an individual contract.
Article 5 (delivery)
1. 1. When the object is delivered to the delivery location specified in the individual contract, the delivery of the object shall be completed, and the BCJ or the person designated by BCJ shall issue a receipt to the store owner or the store owner at the same time as the delivery of the object is completed. It will be delivered to the designated person.
2. 2. The store owner may deliver the object before the delivery date specified in the individual contract with the prior written consent of BCJ.
3. 3. If there is a risk that the object cannot be delivered on the delivery date specified in the individual contract, the store owner will immediately notify BCJ.
Article 6 (Transfer of ownership and risk of loss)
1. 1. Ownership of the object will be transferred from the store owner to BCJ when the payment for the object is completed.
2. 2. Loss, damage, weight loss, alteration, theft, loss or any other risk of the object that occurred before the delivery of the object shall be borne by the store owner and shall occur after the delivery of the object, unless it is the responsibility of BCJ. These dangers shall be borne by BCJ unless it is the responsibility of the store owner.
Article 7 (Responsibility for nonconformity with contract)
If a contract nonconformity is found after delivery of the object, BCJ may request the store owner for free repair or replacement, reduction of price or compensation for damages.
Article 8 (Payment terms)
The payment terms for the object will be determined separately by BCJ and the store owner after consultation.
Article 9 (Prohibition of transfer, etc.)
BCJ and the store owner transfer all or part of the rights and obligations under these Terms and Conditions or individual contracts to a third party, pledge or undertake them without the prior written consent of the other party. Must not be.
Article 10 (cancellation of contract)
1. 1. BCJ and the store owner may cancel all or part of the individual contract under these Transaction Terms without giving any notice if the other party falls under any of the following items.
(1) When the breach is not rectified within 30 days after the other party has notified in writing that the breach has been rectified in violation of any of the terms of this transaction or the individual contract.
(2) When receiving civil protection procedures or civil execution procedures
(3) When you are urged to pay taxes or receive delinquent tax payments
(4) Start of bankruptcy proceedings, start of civil rehabilitation proceedings, start of corporate rehabilitation proceedings, start of special liquidation or petition for special arbitration, or when such petition is received, or application for use of business rehabilitation proceedings based on specific certification ADR procedure When applying for other similar private liquidation procedures or giving notice of suspension based on these
(5) When payment is suspended or becomes impossible
(6) When the bill or check drawn or accepted is non-deliverable (including the case where the electronically recorded claim is in the same situation as non-delivery).
(7) When the business is canceled or suspended by the regulatory agency
(8) When entering the liquidation procedure or starting the procedure for the dissolution resolution
(9) When the whereabouts are unknown
(10) When the property condition has deteriorated significantly or there is a considerable reason that it is recognized that there is a risk of it.
(11) In addition, when the other party causes serious damage or harm to himself / herself.
2. 2. BCJ and the store owner may claim compensation for damages from the other party in addition to the cancellation of the contract set forth in the preceding paragraph if the other party falls under any of the items in the preceding paragraph and causes damage to himself / herself.
Article 11 (Loss of profit due to deadline, etc.)
BCJ or the store owner, when applicable to each item of Article 10 (cancellation of contract), naturally loses the profit of the deadline for all debts to the other party without receiving any notice or notification from the other party. And immediately pay the other party the full amount of the remaining debt.
Article 12 (unavoidable force)
If the individual contract is not fulfilled or delayed due to war, terrorist acts, riots, natural disasters, fires, amendments / enactments of laws and regulations, or other reasons that cannot be attributed to the parties concerned, the other party must be notified without delay. It doesn't become. In this case, it shall not be considered as default of the contract under these transaction conditions or the individual contract, and the BCJ and the store owner will discuss how to deal with it.