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Goods Manufacturing and Supply委託基本契約書（OEM）

[Gッズ Manufacturing and Supply Outsourcing Basic Contract (Capsule Toys, Character Goods, etc., OEM) + Individual Agreements (Legal Compliance) ]

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Upon the formation of the transaction, the contract file content (zip format) will be available for download.

When you double-click the downloaded file, a Word document will appear.

Notes and comments are included. You may customize freely.

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★ This is a template for the basic contract for continuous transactions and the individual agreements regarding the manufacture and supply of goods (capsule toys, character goods, novelty goods, etc.).

★ It is for OEM purposes.

※ OEM refers to manufacturing products under the principal’s brand, or the manufacturer who does the production.

→ This contract is intended for cases where the principal (Party A) entrusts the manufacturing of products with its own brand to another manufacturer (Contractor: Party B) and has them delivered to the principal or to business partners as orders are placed.

★ The provisions related to brand, trademarks, trade names, and other representations (the marks in question) are stated at the end of the contract as Special Provisions in Article 26. (If this provision is unnecessary, please delete this Special Provision.)

【Individual Agreements】

→ At the end of this contract, samples (formats) of "purchase orders" and "order confirmation letters" are also attached as individual agreements.

→ As samples of individual contracts, the following are also provided.

・Contents by Party A entrusting Product Manufacturing to Party B

【Specifics of Goods (Capsule Toys, Character Goods, Novelties, etc.)】

→ If the goods—the details of the “Products”—are not described in a separate attachment, please delete “Details as described in the attached document.”

→ If the goods’ descriptions are diverse or require detailed explanations, designate them as “described in the attached document” and keep the main text general and overarching.

【Compliance with Applicable Laws】

→ Provisions applying compliance with relevant laws (Article 24).

★ Clauses included in the “Basic Contract for Goods Manufacturing and Supply Outsourcing (Capsule Toys, Character Goods, OEM Compatible) + Individual Contracts”

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Article 1 (委託 manufacturing and supply)

Clause 1: It states that manufacturing and supply of the products are to be entrusted.

Clause 2: It states that the products will be manufactured and supplied in accordance with the specifications, quality, standards, packaging, labeling, and brands defined between the parties, and delivered to Party A or its designated recipient.

Clause 3: Provisions regarding procurement of materials. Generally, Party B procures, with exceptions for materials that Party A or its designated source procures between the parties.

→ For example, it includes cases where Party A entrusts material manufacture/procurement to a third party (contractor) and Party B furnishes them.

Clause 4: Provisions for when Party A dispatches personnel to Party B. (Delete if unnecessary.) If needed, separate dispatch agreements may be prepared and executed.

Article 2 (Specifications)

Here, the specifications, quality, standards, packaging, labeling, and the brand to be used for the products (goods) are provided from the principal to the contractor in the form of documents such as specifications.

Article 3 (Changes to Specifications)

Article 4 (Individual Contracts)

Article 5 (Delivery Price)

Article 6 (Pre-Delivery Inspection)

This is an example provision for pre-delivery inspection.

→ Delete if unnecessary. (However, if the delivery destination is not the principal’s business premises, some form of pre-delivery inspection by the principal’s staff or dispatched personnel may be required.)

Article 7 (Delivery)

Clause 4: If the delivery is not completed by the deadline specified in the individual contract, the contractor will pay the delay damages as defined in the contract.

Article 8 (Post-Delivery Inspection)

Inspection items and contents should be specifically determined by documents such as specifications.

Clause 4 concerns special acceptance for products that fail inspection (special adoption).

Article 9 (Transfer of Ownership)

Ownership transfers upon successful acceptance inspection (there are other draft provisions that transfer ownership upon payment).

Article 10 (Risk of Loss)

Risk of loss typically transfers at the same time as ownership transfer.

Article 11 (Payment)

Article 12 (Quality Assurance, Liability for Non-Conformity)

Provisions regarding quality assurance and liability for non-conformity to the contract.

This section also includes examples of provisions for damages claims.

→Under the civil code revisions planned for 2020, the term “defect” is no longer used, and the expression changes to “items that do not conform to the contract.”

Article 13 (Product Liability)

【Regarding Product Liability in the case of OEM】

In an OEM case, the product bears the principal’s trademark and trade name, and the principal (the client) sells it as its own product (at first glance as a manufacturer, but as the client’s product),

in Japan, it ordinarily falls under the term “the cosigner of the display” under the Product Liability Act (Art. 2, para. 3, item 2).

If you are the display cosigner, you are included in the category of “manufacturer,” and bear the product liability as a usual manufacturer would.

→ However, if the product bears a statement indicating the manufacturer is Party B (the manufacturer) and Party A does not permit any indication that Party A is the manufacturer, then Party A is not considered a “manufacturer” and the product liability lies entirely with Party B.

Article 14 (Handling of Party A’s Planning)

Article 15 (Intellectual Property Issues)

Article 16 (Non-Disclosure Obligation)

Article 17 (Liability for Damages, Force M majeure Disclaimers)

Article 18 (Subcontracting)

Article 19 (Prohibition of Assignment of Rights and Obligations)

Article 20 (Term of Contract)

Article 21 (Contract Termination)

Article 22 (Lack of Benefit of Time)

Article 23 (Effect of Individual Contracts, Post-Contract Measures)

Article 24 (Compliance with Applicable Law)

Article 25 (Governing Law, Matters for Consultation, Jurisdiction by Agreement)

Article 26 (Special Provisions: Marks)

【Special Provisions: Brand, Trademark, Trade Name, and Other Representations (the marks in question)】

→ The agreements on brand, trademarks, trade names, and other representations (the marks in question) are stated at the end of the contract as Special Provisions in Article 25. (If this provision is unnecessary, please delete this Special Provision.)

Clause 1: In addition to trademarks, all trade names and various characters and marks used on products and packaging, and their modes and colors, are specified in detail by the principal, so all of these are collectively referred to as “this mark.”

★ The following related provisions are also described.

Article ○ (Forecast of Orders)

【About Forecasting Orders】

If Party B (the contractor) needs to newly create or expand manufacturing lines, or even when using its existing lines as they are,

it is common to require the principal (the client) to guarantee production for a certain period and quantity to recover monetary, physical, or human investments.

In the draft, it goes further to specify an annual or monthly “minimum purchase quantity” (ordering volume).

★ The ordering plan is described in a separate attachment.

Article 3 states that changes are possible if there are significant market fluctuations.

※ Also included is sample language that sets the forecast quantity from the principal (the client) as a predictor only for the product’s order quantity, with wording to that effect.

（Favorable to the principal: Party A）

（This is a format where the plan is described in the contract itself, not in a separate attachment.)

Article ○ (Claims Handling and After-Sales Service)

【About After-Sales Service】

Depending on the type and content of the product, after-sales service provisions may be necessary.

This contract typically states that the principal will handle claims processing and other after-sales service. If the principal’s business is to be handled by Party B, it should be rewritten accordingly.

★ “Attached Formats”

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・Sample Purchase Order

・Sample Order Confirmation

・Sample Outsourcing Individual Contract

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★ Notes and comments are included. It is in Word file format and can be freely customized.

Seller information

Akiraccyo

Japan

Identity confirmed

NDA concluded

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