General Terms and Conditions

Chapter 1: General Provisions (Common Items)

Article 1 (Purpose and Application)

1. These Basic Terms and Conditions of Transaction (hereinafter referred to as the "Terms") stipulate the basic matters applicable to the contractual relationship between Yokomo Co., Ltd. (hereinafter referred to as the "Company") and business partners (hereinafter referred to as "Business Partners") that engage in transactions (hereinafter referred to as "Individual Transactions"), such as the sale and purchase, manufacturing entrustment, or business entrustment of goods, products, services, etc. (hereinafter referred to as "Products, etc.") with the Company.
2. In the event that a separate written contract (such as a Basic Transaction Agreement) has not been concluded between the Company and the Business Partner, these Terms shall apply to all Individual Transactions.

Article 2 (Formation of Individual Contracts)

A contract pertaining to an Individual Transaction (hereinafter referred to as an "Individual Contract") shall be formed at the earlier of the following times: when either the Company or the Business Partner issues a purchase order (including via email, EDI, etc.) and the other party accepts it, or when the Products, etc. are shipped or delivered based on said order.

Article 3 (Payment Terms)

The parties shall pay the price for Products, etc. based on an Individual Contract to the other party's designated bank account by the date specified in the Individual Contract or the invoice. Bank transfer fees shall be borne by the party making the payment.

Article 4 (Assumption of Risk)

Loss, damage, or other harm to goods or products (hereinafter referred to as "Goods") occurring before the transfer of ownership (the timing of which is stipulated in Chapters 2 and 3) shall be borne by the seller in the Individual Contract, and such damage occurring after the transfer of ownership shall be borne by the buyer. However, this does not apply if the damage is attributable to the actions of the party.

Article 5 (Exclusion of Anti-Social Forces)

1. Each party represents and warrants to the other party that neither themselves nor their officers, etc., fall under the categories of organized crime groups, members of organized crime groups, associate members of organized crime groups, companies related to organized crime groups, corporate extortionists ("sokaiya"), social movement racketeers, special intelligence violence groups, or any other persons equivalent thereto (hereinafter referred to as "Anti-Social Forces"), and that they are not involved with Anti-Social Forces. Furthermore, each party pledges that they will not fall under the category of Anti-Social Forces in the future, will not be involved with Anti-Social Forces, will not engage in violent demands or unreasonable demands exceeding legal responsibility, will not use threatening language or violence in transactions, and will not engage in acts that damage the credibility of the other party by spreading rumors or using fraudulent means or force.
2. In the event that a party's representations and warranties in the preceding paragraph prove to be false, or if a party violates the pledges made in the preceding paragraph, the other party may immediately terminate all transactions without requiring any formal demand. In such a case, the violating party must compensate or indemnify the other party for any damages, losses, or costs (hereinafter referred to as "Damages, etc.") incurred by the terminating party.

Article 6 (Confidentiality)

The parties shall not disclose or divulge to any third party any trade or technical confidential information of the other party learned through transactions without the prior written consent of the other party. The obligations under this Article shall remain in effect until the day before the third anniversary of the date on which the transaction is terminated.

Article 7 (Termination and Forfeiture of Benefit of Time)

If a party suspends payments, is subject to seizure, files for the commencement of bankruptcy proceedings or other legal insolvency proceedings, or files for private liquidation proceedings (including ADR), or violates any provision of these Terms (excluding the pledge in Article 5, Paragraph 1) and fails to correct the violation after a demand specifying a reasonable period, the other party may immediately terminate the Individual Contract, and the violating party shall forfeit the benefit of time with respect to all debts.

Article 8 (Exemption and Force Majeure)

The parties shall not be held liable if the performance of the contract is delayed or rendered impossible due to natural disasters, war, riots, enactment or revision of laws and regulations, orders or actions by public authorities, epidemics, or other force majeure events.

Article 9 (Prohibition of Transfer of Rights and Obligations)

The parties may not assign, transfer, or provide as security to any third party any rights, obligations, or contractual status arising from these Terms or any Individual Contract.

Article 10 (Amendment of Terms)

The Company may amend these Terms after notifying the Business Partner of the contents of the amended Terms and the effective date. However, such amendments shall not apply to Individual Contracts that were already formed at the time of the amendment.

Article 11 (Agreed Jurisdiction)

The Tokyo District Court shall be the exclusive agreed court of first instance for all disputes arising in connection with these Terms and any Individual Contract.

Chapter 2: Sales Transactions (Where the Company is the Seller or Entrusted Party)

Article 12 (Delivery and Inspection)

1. The Business Partner shall conduct an inspection promptly after receiving the Products and notify the Company of the inspection results within 5 business days from the date of receipt (hereinafter referred to as the "Inspection Period"). If no notice is given to the Company within said period, the Products shall be deemed to have passed inspection.
2. If the notice in the preceding paragraph indicates a failure, the Company shall provide a replacement, repair the product, or exchange parts.
3. Ownership of the Products transfers from the Company to the Business Partner upon passing inspection or upon the completion of replacement delivery, product repair, or parts exchange.

Article 13 (Restriction on Returns, etc.)

Unless notice of non-conformity to the contract (quality defects, quantity shortages, wrong items, damage, etc.) is given within the Inspection Period, no replacement, repair, or parts exchange shall be performed.

Chapter 3: Purchasing Transactions (Where the Company is the Buyer or Entrusting Party)

Article 14 (Quality Assurance and Liability for Non-Conformity)

1. The Business Partner represents and warrants that the supplied Products, etc., conform to the specifications, drawings, and other agreed conditions, and do not infringe upon the intellectual property rights of any third party (as defined in Article 2, Paragraph 2 of the Basic Act on Intellectual Property; the same applies hereinafter).
2. In the event of non-conformity to the contract (quality defects, quantity shortages, wrong items, damage, etc.) in the supplied Products, etc., the Company may, in addition to requesting delivery of a substitute, repair, price reduction, or termination of the Individual Contract, claim compensation or indemnification for Damages, etc., resulting from the non-conformity.
3. If the Business Partner receives notice of intellectual property infringement from a third party regarding the Products, etc., it shall notify the Company without delay and shall compensate or indemnify the Company for all Damages, etc., incurred by the Company as a result of said third-party notice.

Article 15 (Product Liability / PL)

In the event that the Company or a third party incurs Damages, etc., due to a defect in the Products supplied by the Business Partner, the Business Partner shall compensate or indemnify for such Damages, etc., and hold the Company harmless. The Business Partner shall maintain Product Liability (PL) insurance as necessary.

Article 16 (Transfer of Ownership)

Ownership of the Products transfers from the Business Partner to the Company upon the Company's notification to the Business Partner that it does not require a substitute delivery or repair.