Whereas, Japan Environment Association (“JEA”)is a non-profit organization founded and operated under the supervision of the Ministry of the Environment, Japan with the purpose to contribute towards the realization of a sustainable environment through research and study of environmental preservation activities in Japan as well as abroad, and to also disseminate information on environmental preservation;
Whereas, JEA is the owner of the ecolabel identified as the Eco Mark in Japan and is operating the Eco Mark Program in Japan.
Whereas, suppliers of certain products that comply with Eco Mark products specific criteria and requirements (the “Eco Mark Criteria”) may be granted a license to use the Eco Mark in connection with such products;
Whereas, Environment and Development Foundation (“EDF”) is a not-for-profit organization founded with the purpose to promote sustainable consumption in Taiwanas well as abroad through certification and information dissemination on products which have less adverse impact on the environment.
Whereas, the Environmental Protection Administration, Taiwan is the owner of its officially patented ecolabel identified as the Green Mark and the Green MarkProgram in Taiwan and EDF has been authorized to manage and operate theGreen MarkProgram, which includes also the right to use and sublicense use of the Green Mark; and
Whereas, suppliers of certain products that comply with the Green Mark product specific criteria and requirements (the “Green Mark Criteria”) may be granted a license to use the Green Mark in connection with such products;
In consideration of the parties' mutual desire to cooperatively promote and facilitate the production and marketing of products that are better for the environment, both parties agree as follows:
In this Agreement,
“Agreement” means this agreement, whichmay be amended or supplemented from time to time upon written mutual agreement of the parties hereto;
“Ecolabel” refers to the graphic emblem or seal of the ecolabelling program, which is used on or in association with a product to acknowledge that product's compliance with relevant criteria;
“Ecolabelling program” refers to the Eco Mark Program in Japanor the Green Mark Program in Taiwan;
“License” refers to a license under which the right to bear the Eco Mark orGreen Mark on a product is granted by JEA or EDF, as the case may be;
“License fee” means the fees paid to the licensing organization, including but not limited to annual fee, marketing fee andcertificate issuance fee;
“Verificationfee” means the fees paid to the verificationorganization, including but not limited to document review and on-site audit fees;
“Party” means JEA or EDF;
“Product” means any goods orservice.
Section 1.1 The scope of this agreement covers all current and proposed aspects of the Eco Mark Program in Japan and Green Mark Program in Taiwan.
2.0 Recognition and Acceptance:
Section 2.1 Both parties recognize and accept the other party's operational system and procedures as transparent, open and credible.
Section 2.2 JEArecognizes and accepts EDF as a verifier on behalf of Eco Mark in Taiwan, and EDF recognizes and accepts JEAas a verifier on behalf of Green Mark in Japan.
Section 2.3JEA shall verify the compliance of the applicant product seeking Green Mark in Japan in accordance with the Green Mark Criteria and submit a verification report and an endorsement letter to EDF, and EDF shall verify the compliance of the applicant product seeking Eco Mark in Taiwan in accordance with the Eco Mark Criteria and submit a verification report and an endorsement letter to JEA.
3.0 License Application:
Section3.1 JEA authorizes EDF to accept an application for the license on behalf of JEA in Taiwan, and EDF authorizes JEA to accept an application for the license on behalf of EDF in Japan.
Section4.1 If and when an application for the license is submitted to JEA from EDF accompanied with a verification report and an endorsement letter issued by EDF verifying the products is determined as having passed and satisfied the Eco Mark Criteria, JEA shall, at its sole discretion, grant the license to such products so long as the products does not pose any particular reason for rejection of the license and so far as it satisfies the Eco Mark Criteria.
Section 4.2 If and when an application for the license is submitted to EDF from JEA accompanied with a verification report and an endorsement letter issued by JEA verifying the product is determined as having passed and satisfied the Green Mark Criteria, EDF shall, at its sole discretion, grant the license to such products so long as the products does not pose any particular reason for rejection of the license and so far as it satisfies the Green Mark Criteria.
Section 5.1 Each party warrants that the verification report and endorsement letter as described above accompanying the applications are true and correct.
Section 5.2 EDF shall, upon request of JEA, monitor and audit the products verified by EDF as having passed and satisfied the Eco Mark Criteria, and JEA shall, upon request of EDF, monitor and audit the products verified by JEA as having passed and satisfied the Green Mark Criteria.
Section 5.3 Each party will notify the other when the products certified through this agreement fall out of compliance.
6.0 Consultation Section:
Section 6.1 Both parties should meet, at least once per year, to evaluate the progress of this agreement and share monitoring information.
7.0 Free Trade Barriers:
Section 7.1 Measures are considered to be trade barriers when they unfairly disadvantage or restrict the access of the products into a foreign market, hence both parties agree to:
- Ensure decision-making processes relating to criteria development, certification and authorization of product suppliers to use the appropriate ecolabel on their certified product(s), are transparent;
- Keep ecolabelling programs and relevant non-confidential information open and readily accessible to all applicants and other interested parties including both domestic and foreign companies; and
- Incorporate relevant guiding principles established by the International Organization of Standardization (ISO), the Global Ecolabelling Network (GEN), and the World Trade Organization (WTO).
Section 8.1License fees are to be paid to, and collected by, the party offering the ecolabel being sought by the applicant.
Section 8.2License fees must be determined and charged in a consistent and fair manner, which does not unjustly discriminate against a foreign applicant.
Section 8.3Verification fees are to be determined by and directly paid to the party who performs the relevant work.
9.0 No Authority to License Other Party’s Eco Label:
Section 9.1 Neither party has the authority to license the use of the other party's ecolabel.
Section 10.1 Termination upon Agreement Anniversary: This agreement may be terminated upon the annual anniversary date of this agreement by either party providing three (3) months advance written notice of intent to the other party.
Section 10.2 Termination for Bankruptcy: This agreement may be terminated by either party if the other party voluntarily enters into proceedings in bankruptcy or insolvency.
Section 10.3 Termination for Change in Status: This agreement will terminate if either party ceases to have the authority to manage and operate the ecolabelling program.
Section 11.1 Any claim, disputes or controversy arising between the parties hereto out of or in connection with this agreement, or breach thereof, which cannot be amicably settled by the parties, shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitration shall take place in Tokyo, Japan if JEA is the respondent and in Hsinchu,Taiwan if EDF is the respondent. The award thereof shall be final and binding upon the parties and judgment on such award may be entered in any court or tribunal having jurisdiction thereof.
12.0 Miscellaneous Provisions:
Section 12.1 Notice:Any notice, communications or demand given or made pursuant to this agreement shall be in writing and sent by certified airmail, electronic mail or facsimile telecommunications.
Section 12.2 Term:This agreement comes into effect on the date of execution, and remains effective until terminated under the conditions identified in Sections 10.1, 10.2 or 10.3.
ection 12.3 Survival: The termination of this agreement shall not affect the survival and enforceability of any provision of this agreement, which is expressly or impliedly intended to remain in force after such termination.