General Terms and Conditions
The agreement (hereinafter called the “Agreement”) for the sale and purchase of goods between JEXPO and the purchaser (hereinafter called the “Purchaser”) shall be subject to the following terms and conditions.
Article 1 Definitions
In this Agreement, the following words shall have the following meanings:
1) “Purchased Goods” shall mean the goods ordered from the Purchaser by filling out the inquiry form designated by JEXPO and sending such form to JEXPO.
2) “Vendor” shall mean a seller and/or a manufacturer of the Purchased Goods.
3) “Estimate” shall mean an estimate to be sent from JEXPO to the Purchaser upon checking the stocks, availability, etc. of the Purchased Goods on the Internet shopping site of the Vendor.
4) “Procurement Services” shall mean the services provided by JEXPO relating to the procurement of the Purchased Goods, including, but not limited to, order, purchase, storage and shipment of the Purchased Goods and translation service, etc.
5) “Purchase Price” shall mean the price identified in the Estimate, which shall include without limitation the procurement price of the Purchased Goods, the considerations for the Procurement Services, and necessary costs to storage and transport the Purchased Goods to the delivery point; Provided, however, the terms and conditions relating to the insurances of the Purchased Goods shall be subject to the provisions of the Article 12 (Insurances).
Article 2 Purchase Procedures
1. Upon receipt of the inquiry form from the Purchaser, JEXPO shall make the Estimate with the Purchase Price of the Purchased Goods and send it to the Purchaser.
2. If the Purchaser agrees to the Purchase Price and other terms and conditions for the purchase of the Purchased Goods described in the Estimate, the Purchaser shall pay full amount of the Purchase Price described in the Estimate by the due date as designated in it.
3. Upon confirmation of receipt of full amount of the Purchase Price from the Purchaser, JEXPO will ship the Purchased Goods to the Purchaser after purchasing the Purchased Goods from the Vendor.
Article 3 Effective Date of the Agreement
This Agreement shall be in effect at the time when the Purchaser paid full amount of the Purchase Price of the Purchased Goods to JEXPO (hereinafter called the “Effective Date”).
Article 4 Obligation of JEXPO
1. JEXPO shall provide the Procurement Services as provided in the Section 1 of the Article 2 hereof.
2. The Procurement Services as described in the previous Section shall not include the following services:
1) To record the Purchased Goods, including, but not limited to, the followings:
a) To take photographs of the Purchase Goods,
b) To record the manufacturing number of the Purchased Goods,
c) To restore the data of the Purchased Goods described on the internet shopping site and the URL of such site at the time when the Purchased Goods had been ordered by the Purchaser,
d) To check for and verify the contents and the conditions of the packaged Purchased Goods by opening its package, and
e) To provide any other service for, or in connection with, identifying the Purchased Goods.
2) To check for the operation capabilities of the Purchased Goods,
3) After sales services for the Purchased Goods,
4) To confirm whether the Purchased Goods can be exported from Japan or not,
5) To confirm whether or not the Purchased Goods can be imported into the Purchaser’s country, region or state, and
6) To check or examine the amount of the custom duties and the customs procedures necessary to import the Purchased Goods into the Purchaser’s country, region or state.
3. JEXPO shall in no manner warrant and guarantee the quality of the Purchased Goods.
4. JEXPO shall in no manner be responsible for any trouble or problem (hereinafter called the “Troubles”) arising from, or relating to, the Purchased Goods for any reason, and shall in no manner assume any obligation to accept returned Purchased Goods, repair, refund the Purchase Price or indemnify any loss or damage of the Purchaser or any other obligation of any nature. The Troubles shall include without limitation the following cases;
1) The case the Purchased Goods delivered have been damaged or defective,
2) The case the Purchased Goods delivered have a latent defect in it which may be difficult to be detected immediately at the time of delivery,
3) The case the colors, pictures, designs or sizes of the Purchased Goods delivered is or might be different from anything the Purchaser has expected at the time of order, or,
4) Any trouble, claim, controversy or alleged infringement pertaining to the intellectual property rights, including, but not limited to, patents, utility patents, trademarks, design patents and copyrights, or any trouble pertaining to the product liabilities, in connection with the Purchased Goods with, or from, any third party.
5. Notwithstanding the provisions of the Section 2 to 4 in this Article, in case that the Purchaser requests JEXPO to provide any of the services described in each item of the Section 2 or to provide the quality assurance or to assume the obligations of acceptance of returned Purchased Goods, etc. described in the Section 3 or 4, the Purchaser shall request JEXPO such services, etc. prior to the Effective Date of this Agreement as provided in the Article 2. Upon such request from the Purchaser, JEXPO and the Purchaser shall negotiate otherwise about the requests of the Purchaser. In case JEXPO accepts the whole or a part of the requests of the Purchaser as a result of said negotiation, JEXPO may otherwise charge extra fees for such services, etc. to the Purchaser.
Article 5 Warranty of Vendor
Notwithstanding the provisions of above Article, in case that the Vendor of the Purchased Goods has determined the terms and conditions for the resale of the Purchased Goods from the Purchaser to third parties and also determined the terms and conditions and the contents of the quality assurance for the Purchased Goods for using it outside Japan, JEXPO may apply such terms and conditions to this Agreement.
Article 6 Custom Duty
The Custom Duties levied for the import of the Purchased Goods to the Purchaser’s country, region or state shall be borne and paid by the Purchaser.
Article 7 Title, Risk of Loss
1. The title to the Purchased Goods shall pass on from JEXPO to the Purchaser at the time of passing by the custom.
2. The risk of loss shall pass on from the JEXPO to the Purchaser at the time JEXPO completes to ship the Purchased Goods to the Purchaser.
Article 8 Force Majeure
The JEXPO shall not be liable for any delay, failure or any other default of the performance of the obligations hereunder due to any event of the force majeure, including, but not limited to, prohibition of exportation, operation of laws, regulations and orders, war, riot, strike, fire, explosion, flood, typhoon, hurricane, tidal wave, earthquake, act of God, and any other causes beyond the reasonable control of JEXPO.
Article 9 Nonavailability from Vendor
In case JEXPO cannot procure the Purchased Goods due to the sold out of or stop selling, etc. of the Purchased Goods after the payment of the Purchased Price by the Purchaser, JEXPO shall refund the Purchaser the only amount of the Purchased Price actually paid to JEXPO. In such case of nonavailability of the Purchased Goods, JEXPO’s sole and exclusive obligation is to refund the amount of the Purchased Price actually paid to JEXPO, and JEXPO shall in no manner have any other obligation, including, but not limited to, to procure the same Purchased Goods from a third party other than the Vendor or to indemnify the Purchaser.
Article 10 Incapability of Export
In case the Purchased Goods cannot be exported from Japan by reasons of prohibition by law or the decision of the custom authority or other relevant Japanese authority, JEXPO shall refund the amount of the Purchased Price actually paid to JEXPO, only if the Vendor agrees to accept the return of the Purchased Goods and refund JEXPO the full amount of purchased price. In case of said incapability of export of the Purchased Goods, JEXPO shall in no manner be obliged to send and deliver the Purchased Goods to the Purchaser.
Article 11 Incapability of Import
In case the Purchased Goods cannot be imported to the Purchaser’s country, region or state by reasons of prohibition by law or the decision of the custom authority or other relevant authority of the Purchaser’s country, region or state, the Purchaser shall solely responsible for such incapability of import, and JEXPO shall in no manner have any obligation, including, but not limited to, refund of the amount of the Purchased Price, payment of costs or expenses accompanied by destroying or returning the Purchased Goods or payment of compensations to the Purchaser.
Article 12 Insurance
In case the Purchaser desires to select a kind of insured transportation method (such as EMS, Ensured international Mailing Service provided by Japan Post Service Co., Ltd.) for the shipment of the Purchased Goods to foreign country outside Japan, JEXPO shall ship the Purchased Goods by means of such method selected by the Purchaser, and, in this case, insurances for the Purchased Goods against lost, theft, breakage, etc. shall be subject to the provisions of the transporter’s Conditions of Carriages. In case the Purchaser desires to select an uninsured transportation method, JEXPO shall not have any obligation to effect transportation insurances on the Purchased Goods.
Article 13 Customs Declaration
The Purchased Goods shall be declared to be the commercial products on the customs declaration in case of exporting the Purchased Goods from Japan. In case the Purchased Goods are intended to be used only privately by the Purchaser, the Purchaser shall inform JEXPO to that effect in advance. If the Purchaser fails to make such information to JEXPO in advance, JEXPO shall in no manner be liable for any and all losses and damages including without limitation any increased taxes or costs, etc.
Article 14 Language
Only Japanese language version of the Agreement shall be the official and controlling text of this Agreement, and, in case of any difference or inconsistency of the meanings between the Japanese language version and other language versions of the Agreement which are, or might be, translated into from the Japanese language version, the Japanese language version shall prevail against any other language version in all respects.
Article 15 Entire Agreement
This Agreement constitutes entire and exclusive agreements between the parties hereto with respect to the sales and purchase of the Purchased Goods, and supersedes any and all prior written or oral agreements existing between the parties. No modification, change or amendment of this Agreement shall be binding upon either party except by mutual express consent in writing at a subsequent date signed by an authorized officer or representative of each of the parties hereto.
Article 16 Severability
If any provision of this Agreement is found invalid or unenforceable, the validity or enforceability of the remaining provisions or portions hereof shall not be affected.
Article 17 Governing Law
Any terms and conditions which is not provided in this Agreement shall be governed and construed in accordance with the provisions of the United Nations Convention on Contracts for the International Sale of Goods (hereinafter called the “Vienna Convention”) and the laws of Japan, without reference to principles of conflicts of laws. In case of any difference or inconsistency of the meanings between the Vienna Convention and the laws of Japan, the Vienna Convention shall prevail.
Article 18 Arbitration
Any disputes, controversies or differences which may arise between the parties hereto out of or in relation to or in connection with this Agreement or the breach thereof, which cannot be resolved by the parties after discussion in good faith attempting to reach an amicable solution, shall be finally settled by arbitration in Tokyo, in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The award of the arbitrator(s) shall be final and binding upon the parties hereto.