Terms & Condition
Terms of Purchase
(1) Seller agrees to sell and deliver inventory used automobiles and other types of vehicle to Buyer. Buyer agrees to purchase and receive vehicles from Seller.
2. INDIVIDUAL CONTRACT
(1) Buyer asks for Vehicles should be through writing, telephone, emails, and network applications. Once Seller accepts the offer, it will issue a purchase order and produce invoice with signed or sealed from Seller.
(2) The invoice shall show up vehicle details and specify the terms and conditions.
(3) Each sale and purchase transaction shall be evidenced by an individual contract, which shall be deemed to become effective and bind the Parties as of when the invoice reaches Buyer. (each an “Individual Contract”).
(4) Each Individual Contract shall be governed by the provisions of this Agreement. If such terms and conditions of an Individual Contract are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall prevail.
(5) Seller agrees to furnish Buyer with copies of the following documents for Buyer’s reference:
･Any other documents reasonably necessary for Buyer in this Agreement
3. INCIDENTAL SERVICES
Seller agrees to provide various services before trade with price list. This pre-purchase various service expense will be charge by Buyer. Various services shall be provided under the terms and conditions with price list
There are not included auction agent, vehicle storage, vehicle registration, preparation and application documentation such as for export registration, and export registration.
(1) Vehicles are transported under CIF or CFR or FOB conditions. The delivery time should explain in the relevant Individual Contract. The bill of lading will be display the date of shipment.
(2) The trade terms “CIF or CFR or FOB” shall be interpreted in accordance with INCOTERMS 2010, as amended.
(3) The Parties confirm that all of the Vehicles will be sold and delivered to Buyer on an “as-is” basis and also Seller will not be liable for any warranty against defects (including latent defects).
(1) If the terms of trade change to CIF instead of CFR, the seller activates marine insurance on his account as a minimum compensation for the risk of loss or damage of the vehicle in transit.
(2) Additional insurance should be paid by buyer if requested. Seller is not responsible for additional insurance. Buyer should written request on it at least thirty (30) days before the date of shipment.
6. PRICE AND PAYMENT CONDITIONS
(1) For each sales and purchase transaction, the total amount of the Vehicles shall be pay in Japanese yen or US dollars with CFR or CIF or FOB basis.
(2) The payment method should be one of the following two conditions.
① The buyer shall pay the seller the full amount stated in the invoice before shipping
(3) If there is a late payment of the purchase price, It will be issue an additional fee.
(4) Buyer shall pay the Purchase Price by telegraphic transfer to the bank account designated by Seller.
7. RISK AND OWNERSHIP
(1) The risk of loss of or damage to the Vehicles shall transfer from Seller to Buyer at the time when the Vehicles are placed on board the vessel at the port of loading.
(2) If any liability to a third party arises during the transport and storage occurring at and after the Vehicles is placed on board the vessel, Buyer shall be entirely liable therefor.
(3) The title of the Vehicles shall transfer from Seller to Buyer during Buyer receives the bill of lading for the Vehicles.
(1) If Buyer fails to perform any of the terms and conditions of the relevant Individual Contract, Seller may do the following measures by giving Buyer a written notice:
・to terminate immediately, or to reserve the right to terminate, the whole or any part of the relevant Individual Contract or any other agreements with Seller;
・to delay or to suspend shipment and/or delivery of the Vehicles;
・to stop the Vehicles in transit; or
・to hold and/or resell the Vehicles at Buyer’s account and risk.
In any such event, Buyer shall be liable to Seller for any loss or damage, whether directly or indirectly, incurred due to such default.
(1) Each Party agrees that it shall use all confidential information received from the disclosing Party only for the purpose stipulated in this Agreement and shall not disclose such confidential information to any third party without the disclosing Party’s prior written consent.
(2) Seller is may disclose such information to its officers and employees to the minimum extent necessary for the purpose of this Agreement.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces any and all prior agreements or undertakings, written or oral, express or implied, between the Parties.
12. FORCE MAJEURE
(1) Seller shall not be liable for any delay in shipment or non-shipment, or delivery or non-delivery, of all or any part of the Vehicles, or for any other default in the performance of the Individual Contracts due to the occurrence of the following force majeure events (“Force Majeure”):
(2) On the occurrence of Force Majeure, the Parties shall mutually negotiate and agree on whether,
(a) to extend the time of shipment of the Vehicles, and the time of performance of other obligations arising under the terms of the relevant Individual Contract; or
(b) to cancel unconditionally the entirety of the relevant Individual Contract or amend a part of the terms and conditions thereof.
13. NO ASSIGNMENT
Neither Party shall assign, transfer, set as collateral or otherwise dispose of all or any of its rights, interests, benefits, and/or obligations under this Agreement without the prior written consent of the other Party.
14. EXCLUSION OF ANTI-SOCIAL FORCES
Each Party represents and warrants that it does not correspond to any of the below and will not hereafter engage in any act that corresponds thereto, and may forthwith terminate all or a part of this Agreement or any Individual Contract without being required to give any separate notice or demand when the other Party corresponds to, or is found to have corresponded to, any of the below:
15. GOVERNING LAW AND DISPUTE RESOLUTION
(1) This Agreement and the Individual Contracts shall be governed by and construed under the laws of Japan without reference to the principles of conflicts of laws.
(2) All disputes arising under this Agreement and the Individual Contracts shall be subject to the exclusive jurisdiction of the Shizuoka District Court of Japan.
(3) The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to this Agreement, any Individual Contracts, or any other contracts concluded between the Parties.
Only the English version of these terms is authoritative. Non-English translations are inoperative and intended for only convenience.