1. Compliance with Requirements

1.1 Certification Obligations
The Supplier must provide valid certifications, test reports, or other documentation as specified by the Japanese commercial team prior to shipment to Japan.

2. Payment Terms and Return Policy

2.1 Payment Structure
2.1.1 HoAB shall make an advance payment of 50% of the total invoice value upon collection of the goods.
2.1.2 The remaining 50% shall be paid after the goods are sold and before placing the next order.

2.2 Return of Unsold Items
2.2.1 Unsold items remaining for more than six (6) months from the date of delivery to Japan may be returned to the Supplier at HoAB’s expense.
2.2.2 Returned items must be in saleable condition and include original packaging. The Supplier reserves the right to charge for any damages or repackaging costs.

2.3 Risk of Loss
Ownership and risk of loss for returned unsold items shall transfer back to the Supplier upon receipt.

3. Pricing Authority – Determination of Selling Price
HoAB retains the sole right to set the final retail price in Japan, inclusive of all applicable taxes, import duties, shipping, handling, and administrative costs.

4. Long-Term Collaboration

4.1 Mutual Benefit
HoAB shall make commercially reasonable efforts to foster long-term business prospects for Bhutanese products in the Japanese market.

4.2 Exclusivity
This agreement shall remain in effect for six (6) months. During and for six (6) months thereafter, the Supplier shall not sell identical or substantially similar products to third parties in Japan without prior written consent from HoAB.

4.3 Non-Circumvention
Both Parties agree not to bypass or undermine each other’s role in any transaction arising from this Agreement.

5. Governing Law and Dispute Resolution

5.1 Jurisdiction
This Agreement shall be governed by and interpreted in accordance with the laws of the Kingdom of Bhutan.

5.2 Arbitration
Any disputes shall be settled through binding arbitration in Thimphu, Bhutan, following the rules of the Bhutan Alternative Dispute Resolution Centre.

6. General Provisions

6.1 Confidentiality
All terms, pricing, and commercial information contained herein are confidential and may not be disclosed without prior written consent.

6.2 Force Majeure
Neither Party shall be held liable for delays or non-performance due to events beyond their reasonable control, including natural disasters, pandemics, or government interventions.

6.3 Agreement
This Agreement shall be executed with the relevant parties in accordance with the terms and conditions stated above.