General Terms and Conditions

Risk of Loss

The risk of loss and title to all our product(s) purchased from us (Seller) pass to you (Buyer) upon our delivery to a carrier.

Disclaimer of Warranty and Limitation of Liability

You shall comply with applicable laws and regulations upon entering this transaction (the “Transaction”) regarding our product(s), including but not limited to, purchase or import by you of our product(s). Especially, you shall have sole responsibility to judge whether our product(s) meet(s) legal requirements under applicable laws and regulations which administrate where you purchase our product(s). You expressly agree that your purchase, use, selling, transferring or any other commercial conducts of our product(s) are at your sole risk.
Except for warranty that our product(s) coincide(s) with description of SDS (Safety Data Sheet) or specification, if provided, we, to the full extent permissible by applicable law disclaim all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.
You agree and acknowledge that we shall not be liable for any damages or any kind arising from the Transaction or the use of any our product(s), including but not limited to, direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified herein.

Taxes

Compliance with Laws

All taxes (including but not limited to an import tax), duties, or governmental levies regarding the Transaction or any charges or fees that may be imposed on any our product(s) under or in connection with the Transaction shall be solely borne by you in accordance with applicable laws and regulations.You warrant that you are and shall at all times, be in full compliance with all applicable governmental, legal, regulatory and professional requirements, including without limitation, codes, regulations, rules, ordinance, judgments, orders, decrees and applicable laws, including, without limitation, those related to intellectual property rights, fair trade, anti-trust, customs, labor, employment, working conditions, worker health and safety, branding and labeling, adulteration and contamination, board of health and environmental matters.
You warrant that you shall adhere to all applicable national and international laws and regulations applying to import or export of our product(s) or transfer information, and shall not directly or indirectly transfer any product(s) to any country without first obtaining any required government approval.
You warrant that neither you nor your employees, agents, consultants or subcontractors, or their employees, agents or consultants shall make any payment or give anything of value to any government official (including any officer or employees of any government department, or agency) to influence his or its decision, or to gain any other advantage in connection with sell, transfer or distribution of our product(s).
You shall indemnify and hold us harmless for all losses and expenses arising out of breach or failure of this provision.

Force Majeure

Notwithstanding anything herein to the contrary, neither party hereto shall be liable for its failure to perform any of its non-monetary obligations hereunder if precluded by riot, epidemic, power or communication line outage, war (whether declared or undeclared), terrorist act, fire, flood, tidal wave, earthquake, or other natural disaster, nuclear accident, strike, lockout, shortage of raw materials or other labor trouble, acts or non-acts of any governmental entity or official, or any other cause beyond the reasonable control of the party, provided however, that this provision shall not be construed to relieve a party of its obligations to make payments to the other party pursuant to the Transaction.

Governing Law

The governing law regarding the Transaction is Japanese law, without regard to any conflict of law principles. The Transaction shall not be governed by the United Nations Convention on Contracts for International Sale of Goods, the application of which is expressly excluded.

Disputes

If any dispute arising out of or in connection with the Transaction cannot be amicably resolved by the parties, the exclusive forum for resolution of such dispute shall be an arbitration in Tokyo, Japan in accordance with the Rules of Arbitration of the International Chamber of Commerce, which arbitration award shall be binding on the parties with no right of appeal. The arbitration shall be conducted in English language.