rogo1.gif (2734 oCg) babot studio


GENERAL TERMS AND CONDITIONS FOR BABOT RENTAL

"Lessor" does, under these terms and conditions for the "General Terms and Conditions for Babot Rental", lease to "Lessee" pnewmatic sculpture "Babot" developed, manufactured and owned by Babot Inc..

1) DEFINITION OF TERMS:
A. The term "Inventory" means Babot and remodelled products thereof listed on Babot Inc.'s "List of Babot Products in Inventory" effective as of the time when Lessee places an order therefor.
B. The term "Reproduct" means Babot that is reproduced with ready-made pattern.
C. The term "custom-made product" means any Babot other than those falling under the preceding paragraph.
D. The term "exclusive product" means any Babot of which use is limited to specified lessees.
E. The term "special parts" means any parts not covered by standard specification of the inventory.

2) RENTAL:
A. Lessor leases to Lessee and Lessee lease from Lessor Babot in accordance with the provisions in respect to the term of lease, purpose of use, place of installing and rent forth on the "Babot Rental Agreement".
B. The term of lease shall from the day when Lessee starts its use of Babot to the time when Lessee complets such use.
C. Rent and other expenses shall be calculated on the basis of "Babot Retes" prescribed by Babot Inc..
D. Any and all expensess required for transporting, installing, maintenance of and removing Babot are not included in the rent and shall be borne by Lessee.
E. Rent and other expenses to be paid by Lessee to Lessor shall be paid by remitting the same to the bank account specified on the "Babot Rental Agreement" within thirty (30) days from the date of delivery of Babot.
F. Babot shall be delivered within five (5) days prior to commencement of the lease and the delivery shall be take place at Babot Inc.. However, if Lessee requests Babot Inc. to transport Babot to Lessee by desingnation a consignee, Babot Inc. shall consign Babot to a carrier of its choice and Lessee shall bear expenses therefor.
G. Babot shall be returned within five (5) days after termination of the lease and the return shall be taken place at Babot Inc.. Lessee shall bear expenses therefor.
H. Except for the case where any special clause accepted and sealed by a duly authorized representstive of Babot Inc. is applied, these general terms and conditions constitute complete and entire agreement between the parties in respect to the lease of Babot and supersedes all previous agreement and communications between the both.

3) OBLIGATION OF SAFEKEEPING:
A. Lessee shall keep Babot in charge with a good custodian's care and upon termination of this Agreement, return Babot to Babot Inc. at Lessee's own cost.
B. If during the term of this lease Babot should be damaged or otherwise injured, Lessee shall immediately inform Babot Inc. of the effect and if such damage or injury is caused by any reason attributable to Lessee, Lessee shall be liable to Lessor for damages incurred thereby.

4) GRATUITOUS MAINTENANCE SERVICES:
A. If during the term of the lease Babot is out of order and Lessee requests Babot Inc. to repair such Babot, Babot Inc. shall promptly send a substitute or parts to be replaced to a consignee designated by Lessee, and Lessee shall return the broken Babot to Babot Inc.. However, replacement by a substitute for a custom-made product shall be limited to the case where Lessee requests Lessor maintain such substitute in inventory at the time of executing the Lease Agreement and Lessee bears expenses for keeping such substitute in inventory.
B. If Lessor fails to send such substitute or parts to be replaced as set forth in the preceding paragraph, Lessor shall, upon return of the Babot to Babot Inc., refund to Lessee an amount calculated on a per diem basis of the rent for the days during which Lessee cannot use the Babot.
C. The above-mentioned maintenance services shall be under the conditions that Lessee shall use Babot in a normal manner as designated by Lessor without careless handling or misuse, that Lessee shall not use Babot together with any machinery not supplied by Babot Inc., and that Lessee shall promptly inform Babot Inc. of any defect in Babot.
D. Time during which the above-mentioned maintenance services are available shall be from 9:00 AM to 5:00 PM excluding on Saturdays, Sundays and holidays and such services shall be rendered at Babot Inc..

5) CHARGEABLE MAINTENANCE SERVICES:
If Lessee requests Lessor to render any of the following maintenance services, Babot Inc. shall carry out the services upon consultation between Lessee and Lessor and expenses required therefor shall be borne by Lessee:
A. Maintenance services other than those set forth in Article 4) above;
B. Replacement of any part of the membrance body with a new one;
C. Remodelling of Babot according to any change in specification; or
D. Maintenance services in case of disorder of Babot due to earthquake, fire or any other cause of force majeure.

6) INTELLECTURAL PROPERTY RIGHTS:
A. Lessee shall not remove or out of sight any registered trademark, property right and copyright for Babot indicated on Babot by Babot Inc..
B. Lessee shall, during the term of the Lease Agreement and even after termination thereof, respect Shiro Takahashi's patent, utility model and copyright relating to Babot, endeavor to keep secrecy concerning manufacture of Babot and shall not make or have a third party make any same or similar products as or to Babot.
C. If Lessee finds a same or similar product as or to Babot, Lessee shall immediately inform Babot Inc. of the effect.
D. Lessee agrees to that Babot Inc. enters the name of Lessee in its Babot customers list, discloses the list to third parties and uses the list for advertising purpose for Babot.

7) PRPHIBITED ACTS:
Lessee shall, without prior written approval of Babot Inc., not do any acts falling under any one of the following:
A. To assign Lessee's rights under this Agreement to a third party or to sublease Babot to any other party, or in whaever name to make a third party employ or use Babot;
B. To incur any result substantially similar to that set forth in the preceding item by joint management, entrustment of management, merger, assignment of shareholding or shares of stock or change of representative of or in connection with Lessee; or
C. To assign Babot or to establish any mortgage or security right on Babot,

8) CANCELLATION OF AGREEMENT:
If Lessee falls under any one of the following items, Lessor may cancel wholly or partially the Lease Agreement between the parties under these terms and conditions:
A. Were Lessee suspends to make payment or the Clearing House in observance takes procedures for suspension of Lessee's transactions with banks;
B. Where Lessee is subject to attachment, provisional attachment, temporary injunction, public auction, compulsory enforcement or public power;
C. Where an application is submitted for bankruptcy or commencement of composition, corporate reorganization or corporate rehabilitation;
D. Where Lessee resolves doscontinuance of its business, liquidation or dissolution;
E. Where Lessee violates even one provision of this Agreement: or
F. Where Lessor recognizes that Lessee has otherwise done an act in bed faith which makes continuance of this Agreement difficult.

9) AGREED JURISDICTION:
It is agreed that the Tokyo District Court shall have exclusive jurisdiction over any suits relating to transactions under this Agreement or these terms and conditions.