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CHUO GYORUI CO.,LTD.

Article 1. (General provisions)

Chuo Gyorui Co.,Ltd. a wholesaler belongs to the Marine Products Division of the Tokyo Central Wholesale Market (hereinafter called the "Company") shall undertake consignment sales for sales at the Tokyo Central Wholesale Market, the Tsukiji Market (hereinafter called the "Market") in accordance with the Wholesaling Market Law (Law No.35 of 1971), its Enforcement Regulations (the Ministry of Agriculture, Forestry and Fisheries Ministrial Ordinance No.52 of 1971), the Tokyo Metropolitan Central Wholesale Market Municipal Ordinance (the Tokyo Metropolitan Municipal Ordinance No.144 of 1971), its Enforcement Regulations (the Tokyo Metropolitan Regulation No.273 of 1971), other related laws and ordinances, and, unless otherwise agreed upon between the Consignor and the Company, these Rules.

Article 2. (The Company's obligations)

  1. The Company shall conduct faithfully the wholesale of the products consigned to it on behalf of the Consignor.
  2. The Company shall compensate for any damage caused to the Consignor by the Company's violation of any provisions of these Rules; provided, however, that the Company shall not be responsible for any damage caused by natural disasters, delay in transportation or any other reasons which are not attributable to the Company.

Article 3. (The Consignor's obligations)

The Consignor shall be liable for taking care of the freshness, selection and packing of the products to be consigned and ensuring the trustworthiness of its brand.

Article 4. (Place of delivery of consignmetnts)

The place of delivery to the Company of all the consignment shall be the place where the Company is to wholesale such consignments.

Article 5. (Receipt of consignmetnts)

  1. On receipt of the consignments, the Company shall immediately advise the Consignor of the date and time of receipt as well as the sort, quantity, grade, quality and the conditions at the time of receipt, of the products received; provided, however, that such advice may be dispensed with if the sales settlement report is sent by the day following the day of receipt.
  2. Should the company find any problem on the consignments received as described in the preceding paragraph, such as the discrepancy in sort and/or quality, deterioration, or deficiency in quantity, it shall immediately upon receipt have an inspector designated by the operator of the Market inspect the situation and attach its report to the advice of receipt of products or the settlement report.
  3. The Company shall not be entitled to assert to the Consignor with respect to the problems of the consignments unless it receives the inspection referred to in the preceding paragraph and obtains its certificate.

Article 6. (Refusal of consignments harmful to sanitation)

  1. The Company shall not undertake the consignment sales of the consignments harmful to sanitation.
  2. In case the products described in the preceding paragraph are consigned to the Company for sale or in case the Governor has ordered the suspension of the sale or removal from the place, the Company may, following the Governor's instruction, dispose of the products.
  3. The expenses and/or loss incurred by the disposition of the products described in the preceding paragraph shall be borne by the Consignor.
  4. In case the Company has disposed of the products as provided for in Paragraph 2 above, the Company shall without delay notify the Consignor to that effect, together with the certificate of the Governor regarding the disposition.

Article 7. (Storage of consignments)

  1. The Company shall be responsible for storing the consignments received by the Company until the time of completion of the sale thereof.
  2. The Company shall compensate for any damage caused to the Consignor because of decomposition, deterioration, etc., of the consignments during storage as long as the reasons of which are attributable to the Company.
  3. In case the Company takes part of the consignments as samples for wholesaling, it shall not be liable for the damage or deterioration to the quality, loss of weight, etc., which is normally caused to the products taken as samples.

Article 8. (On-the-spot inspection of consignments)

  1. When on-the-spot inspection is conducted by the operator of the Market on the consignments stored by the Company, the Company shall promptly inform the Consignor to that effect.
  2. When the Company receives the compensation from the operator of the Market for the damage caused to the Consignor because of damage, deterioration to the quality, loss of weight, etc., of the consignments due to the inspection mentioned in the preceding paragraph, the Company shall promptly pay such compensation to the Consignor.

Article 9. (Preparation, processing, etc. on consignments)

The Company may make such preparation, processing or other treatments on the consignments as are normally required in their sales in the light of the properties of the products.

Article 10. (Place to receive communication)

All communication from the Consignor to the Company shall be addressed to the Company's office located in the Market.

Article 11. (Attachment of invoice and notice of shipment)

  1. When the Consignor ships the consignments to the Company, it shall attach to the consignments the invoice or notice of shipment, etc., describing their sort, quantity, grade, quality and any other information necessary for the Company to receive them. This applies to the case where the Consignor uses the service of others in the transportation of the consignments.
  2. In case that the Consignor fails to attach the invoice or the notice of shipment, etc., mentioned in the preceding paragraph to the consignments, it is not entitled to assert to the Company with respect to the discrepancy of quality, deficiency in quantity and/or the delay of receipt due to an unidentifiable consignee, etc.

Article 12. (Indication of Consignee)

  1. In addition to the preceding paragraph, when the Consignor ships the consignments to the Company, it must clearly indicate the Consignor, the transportation agent and the consignee by such means as attaching the tags.
  2. The Company shall not be obliged to compensate for any damage caused by unidentifiable names of the Consignor or consignee due to the Consignor's failure to take the actions described in the preceding paragraph or the missing of the tags during the transportation of the consignments or any other reason.

Article 13. (Offer for sale of consignments)

  1. The consignments shall be offered for sale on the first wholesale session after the receipt thereof.
  2. The order of offer of the consignments shall be the order of the arrival of the same sort.
  3. Should the Company deem it necessary in order to avoid a serious damage to the Consignor, the Company may, in offering the consignments for sale, change the order of the whole or part of the consignments with the approval of the operator of the Market.

Article 14. (Selling method)

The consignments shall be wholesaled at auction or through bidding; provided, however, that in any of the following cases of the wholesale they may be sold by negotiation or at a fixed price:

  1. In case the products to wholesale are those designated by the operator of the Market;
  2. In case disasters occur;
  3. In case the arrival of the consignments is delayed;
  4. In case the potential purchasers at wholesale are small in number;
  5. In case of wholesale of the unsold products remaining after the sale at auction or through bidding;
  6. In case the products are wholesale pursuant to an agreement previously made with the middlemen and/or authorized buyers;
  7. In case the goods are wholesaled before the specific opening time of sale to the wholesalers of other markets, the middlemen selling to such wholesalers, and/or middlemen selling to the vessels sailing out urgently;
  8. In case the quantity received is too large or the sort and/or the quality is too special to anticipate complete sell out and, consequently, part of the consignments is to be wholesaled to those other than the middlemen or the authorized buyers of the Market;
    and
  9. In case where there remain the unsold consignments after wholesaling to the middlemen and the authorized buyers.

Article 15. (Selling price)

  1. The price at which the consignments are wholesaled shall be a market price unless the Consignor sets the price or any other conditions, in which case such conditions shall be respected.
  2. The wholesale price of those consignments wholesaled as set forth in Item 7 in the preceding article shall be decided based upon the wholesale price formed at auction or through bidding of the products of the same sort.

Article 16. (Inclusion of the instruction of the price or other conditions)

  1. In case that the Consignor gives instructions on selling price or any other conditions in the sale of the consignments, such conditions must be included in the notice set forth in Article 11, Paragraph 1 or notified to the Company before the Company proceeds with the preparation for the sale of the consignments.
  2. In case such instructions do not reach the Company before the Company proceeds with the preparation for the sale of the consignments, the Company may sell such goods as if no such instructions have been given.
  3. The preceding paragraph shall apply to the case where the Consignor wishes to change the instructions selling price or other conditions set forth in the first paragraph of this article.

Article 17. (Treatment in case of incomplete sales)

  1. In case the instructions on selling price or other conditions are given in the sale of the consignments and the Company deems it impossible to sell the products under such conditions, it shall so inform the Consignor without delay and seek for its further instructions.
  2. In case the Company deems that waiting for the Consignor's instructions is likely to cause serious damage to the Consignor, it may sell the products with the approval of the operator of the Market ignoring such instructions.
  3. The Company shall not be obliged to compensate for the damage which may by caused by selling the consignments in accordance with the preceding paragraph.
  4. In case the Company sells the consignments in accordance with Paragraph 2 above, it shall attach the certificate of the operator of the Market to the settlement report.

Article 18. (Treatment of troubles after sale)

In case the purchaser finds any hidden defects or the substantial discrepancy in quantity and/or quality, etc., after the consignments are wholesaled and delivered to the purchaser, and if the purchaser claims to the Company within the period set forth by the operator of the Market to reduce the purchase price, the Company shall, pursuant to the regulations set forth by the operator of the Market, have the inspector designated by the operator of the Market inspect such consignments. If the Company considers it reasonable, then it may make a reduction of the purchase price corresponding to such defects or discrepancy. In such a case the Company shall notify the Consignor of the fact together with the certificate of the operator of the Market on the results of the inspection.

Article 19. (Cancellation of consignment etc.)

  1. The Consignor's request to cancel the consignment or change of consignment to another wholesaler shall be accepted by the Company so long as it reaches the Company before the Company proceeds with the preparation of the sale.
  2. Any expenses incurred by the Company in connection with accepting the request mentioned in the preceding paragraph shall be reimbursed to the Company.

Article 20. (Reconsignment)

The Company may not reconsign the consignments unless so requested or agreed upon by the Consignor.

Article 21. (Consignment commission)

The consignment commission to be received from the Consignor shall be the amount obtained by multiplying the wholesale price of each item by the following fixed rate, In calculating the consignment commission the fractions of yen shall be rounded off.

Items
Fixed rate
Raw or processed marine products (incl. raw seaweed) 0.055
Processed products containing fish meat (pressed ham, wieners, hamburger steaks, salamis, dumplings, shao-mai, spring-rolls, croquettes, fried meat cakes, and meat balls) 0.05
Processed seaweed (processed agar-agar) 0.055

Article 22. (Expenses to be borne by the Consignor)

  1. The following expenses incurred in connection with the wholesale of the consignments shall be borne by the Consignor:
    1. Communication costs: communication charges, including telegram, telephone, registered mail charges, etc.;
    2. Transportation charges: expenses required to transport the products to the place of wholesale of the Company and to stevedore the same;
    3. Cargo-handling fees: expenses required for cargo handling including sorting, putting in order and move of the products within the Market;
    4. Remittance fees for the settlement amount etc.;
    5. Storage fees: expenses specially required to keep the consignments in refrigeration or other special method;
    6. Treatment charges: expenses specially required to make treatment work such as supply of additional ice, containers, preparation, processing or other treatment; and
    7. Other expenses incurred by the Company.
  2. The consignment commission and the amount of expenses paid by the Company for the items enumerated in the preceding paragraph shall be deducted from the wholesale price of the consignments.

Article 23. (Delivery of settlement report)

When the sales were completed, the Company shall send the Consignor not later than the following day the settlement report in the prescribed form describing description of products, grade, quantity and unit price, the amount of the wholesale, the consignment commission paid to the Company as set forth under Article 21, the items and the amounts of the expenses deducted under the preceding article, and the net settlement amount.

Article 24. (Payment of settlement amount)

  1. The place of payment of the settlement amount is the Company's office located in the Market.
  2. The Company shall pay the settlement amount not later than the following say of the sale of the consignments, unless otherwise provided for by special agreement.

Article 25. (Adjustment of settlement amount)

  1. In case that the amount of the wholesale does not come up to the amount to be deducted therefrom in accordance with the Articles 21 and 22, the Consignor shall pay the balance to the Company as soon as possible.
  2. With regard to the adjustment set forth in the preceding paragraph, if the Company continues to undertake the consignment sales for the same Consignor, it may adjust the account by including the amount to be adjusted in the following consignment sales settlement report.

Article 26. (Second wholesale)

In case that the Company made the second wholesale of the consignments because the purchaser of the first sale fails to receive the purchased products, the amount of wholesales shall be that of the second wholesale. Provided, however, that if the second sale produces any loss, the amount of whole sales shall be that of the first wholesale.

Article 27. (Measures to be taken in case of the Company's inability)

  1. In case that the Company becomes disqualified as a wholesaler, it is suspended from its business, or its sales activities are prohibited, the consignments remaining unsold or the products requested to be sold on consignment shall be handled following the instructions of the operator of the Market.
  2. In case that any damage is caused to the Consignor as a result of the handling pursuant to the preceding paragraph, the Company shall be obliged to compensate for it.

Article 28. (Inspection of books)

Upon the Consignor's request, the Company shall permit inspection of the books and documents regarding the wholesale of the consignments consigned by the Consignor and answer questions at any time during its business hours except under special circumstances.

Article 29. (Notification of extraordinary opening, etc.)

The Company shall promptly inform the Consignor of any extraordinary opening or closure of the Market of any other matter important to the Consignor.

Article 30. (Jurisdiction)

All the cases related to the consignment sales shall fall in the jurisdiction of the court in the Metropolis of Tokyo.

Article 31. (Change of Rules)

Any change of part or whole of these Rules by the Company shall be subject to the approval of the Governor of Tokyo.


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