These Terms and Conditions of the Purchase Agreement shall apply to a contract for the sale of works of art (this Agreement) between the Seller, Bay Cruise Co., Ltd. (the Seller) and the Buyer.

Article 1 (Agreement)
The Seller undertakes to sell to the Buyer, and the Buyer obtains, the works of art stated in the Order (the " Artwork ") at the price stated in the Order.
[2]The Buyer agrees and will not object that the pricing of the Articles shall be in accordance with the Seller's sole standards.

Article 2 (Payment)
The Buyer shall pay the sale price and security deposit to the Seller as stated in the Order sheet. In addition, if there is a security deposit, the security deposit shall be non-interest-bearing and shall be appropriated to a part of the sale price when paying the full amount of the sale price.

Article 3 (Delivery)
The Seller shall, after confirming the payment set forth in Article 2, deliver the Artwork to the Buyer at the Buyer's address or at the place designated by the Buyer no later than the date stated in the Order, and title shall pass to the Buyer at the time of delivery.

Article 4 (Risk of Loss)
The Seller shall bear the risk of damage or loss of the Artwork due to reasons not attributable to the Seller or the Buyer prior to the completion of delivery.

Article 5 (Representation warranty)
The Seller warrants that the Artwork is the item as authenticated in the appraisal, if any, and is a true work of art.

Article 6 (Return/Invalid)
The Seller shall not accept any return of the Artwork at the Buyer's convenience. Provided, however, that in the event it is found that the Artist is a counterfeit or fake artwork in the written expert opinion on the Artwork, the Buyer may rescind this Agreement by mistake, and each party shall be obliged to return to each other the articles already given or received. In addition, in the event that the Seller refuses to refund the sale price despite the actual provision of performance of the obligation to return the Artwork to the Seller, the Seller shall be liable to pay delay damages at the rate of 3% per annum (calculated on a prorated daily basis as of 365 days per year) from the following day.
[2]Notwithstanding the provisions of Articles 562 to 564 of the Civil Code, the Seller shall be exempted from liability for any non-conformity to the Contract, even if it is found that the Artwork delivered by the Seller to the Buyer do not conform to the contents of the Contract with respect to the type, quality or quantity of the Articles (referred to as "non-conforming contract").

Article 7 (Buyer's Default)
In the event the Buyer fails to pay the sales price of the Artwork by the date stated in the Order, the Seller shall be entitled to terminate this Agreement without notice.
[2]In the case of the preceding paragraph, the Buyer shall bear all the expenses required for the delivery of the Seller, including the cost of transportation of the Seller's works of art, and in the event the Seller receives any security deposit from the Buyer as compensation for damages, the Seller may acquire such security deposit.

Article 8 (Seller's Default)
In the event that the Seller is unable to deliver the Artwork by the date set forth in Article 3 due to reasons attributable to the Seller, the Buyer shall be entitled to terminate this Agreement without any notice or demand.
[2]In the case set forth in the preceding paragraph, the buyer may claim refund of the security deposit and compensation for damages in the same amount as the security deposit set forth in Article 2.

Article 9 (Copyright)
The Seller and the Buyer mutually confirm that the copyright in the Articles belongs to the copyright holder of the Articles and that the copyright in the Articles will not be transferred to the Buyer by assignment of the Articles to the Seller.

Article 10 (Personal Information)
The Seller shall properly manage the personal information of the Buyer obtained under this Agreement in accordance with the Personal Information Protection Law and the Seller's Privacy Policy.

Article 11 (Force Majeure)
The Seller shall not be liable to the Buyer for any act of God such as earthquake, typhoon, tsunami, storm, flood, epidemic, infectious disease, war, riot, civil commotion, terrorism, acts of dispute, strike, enactment or repeal of laws or regulations, order or disposition by public authority, fire not attributable to the Seller, or any other act of God due to force majeure, in whole or in part, or for any failure to perform.
[2]In the event of any of the events set forth in the preceding paragraph, the Seller shall immediately notify the Buyer and shall use its best efforts to reduce or recover the effects of such event.
[3]The Seller and the Buyer may, after due consultation, terminate this Agreement in the event that any of the events set forth in Clause 1 hereof has occurred and it is difficult to achieve the purpose of this Agreement.

Article 12 (Prohibition of Resale)
The Buyer shall not resell the Articles or display or sell the Artwork at the auction site, etc. for 3 years from the date of execution of this Agreement.
[2]In the event that the Buyer has violated the preceding paragraph and has resold or attempted to resell the Artwork, the Seller may, at its discretion, refrain from conducting any transaction with the Buyer and the Buyer shall not make any objection thereto.
[3]In no event shall the Seller be liable for any trouble with respect to the reselling of the Artwork by the Buyer, or the listing or sale of the Articles at the auction site, etc.

Article 13 (Governing Law and Agreed Jurisdiction)
This Agreement shall be governed by and construed in accordance with the laws of Japan. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo Summary Court or the Tokyo District Court as the court of first instance.