These “KANPAI X” B2B E-Commerce Export Transaction Terms and Conditions of Use (hereinafter referred to as the “Terms”) set forth the necessary conditions governing transactions conducted through the B2B electronic commerce platform “KANPAI X” (hereinafter referred to as the “Platform”), which is provided by NAX JAPAN Co., Ltd., a company incorporated under the laws of Japan with its registered office at 4F, Ichikawa Building, 5-13-3 Ginza, Chuo-ku, Tokyo, Japan (hereinafter referred to as the “Company”).

1. Article 1 (Use Agreement for the Platform)
   1. These Terms apply to the use of the “KANPAI X” platform (hereinafter referred to as the “Platform”) and to all transactions of products (hereinafter referred to as the “Products”) provided through the Platform.
   2. The matters stipulated in these Terms shall commonly apply to all individual transactions of Products (hereinafter referred to as “Individual Contracts”) conducted between the parties through the Platform during the effective term of these Terms. However, if any Individual Contract provides otherwise, the provisions of such Individual Contract shall prevail.
   3. Any person wishing to use the Platform (hereinafter referred to as the “Applicant”) shall apply for registration to use the Platform by the method prescribed by the Company, after agreeing to these Terms. Such agreement shall be deemed to have been made when the Applicant submits to the Company the “KANPAI X Membership Request for BUYER.xlsx,” in which the Applicant checks the box “□ Agree provided on the attached ‘KANPAI X Membership Request.’”
   4. None of the following persons shall be eligible to register for use of the Platform:
      • A person who has previously violated these Terms or any Individual Contract, or whose contract was previously terminated.
      • An organized crime group, an enterprise related to an organized crime group, a corporate racketeer (sokaiya), or any other person or entity equivalent thereto, or any member thereof (collectively referred to as “Antisocial Forces”).
      • A person who has any of the following relationships:
        • A relationship in which an Antisocial Force is deemed to control the management of the person.
        • A relationship in which an Antisocial Force is deemed to be substantially involved in the management of the person.
        • A relationship in which the person is deemed to utilize an Antisocial Force for the purpose of securing unlawful benefits for itself or a third party, or of causing damage to a third party.
        • A relationship in which the person provides funds or other benefits to, or otherwise cooperates or becomes involved in the maintenance or operation of, an Antisocial Force.
        • Any other relationship that is socially condemnable with an Antisocial Force.
      • Any other person whom the Company deems inappropriate.
   5. The Use Agreement for the Platform shall be deemed to have been concluded between the Applicant and the Company when the Company completes the registration for use of the Platform based on the application under paragraph 3 above.
   6. Upon conclusion of the Use Agreement for the Platform, the Company shall promptly provide the registrant (hereinafter referred to as the “User”) with the necessary account credentials (ID and password) for use of the Platform.
   7. When the Company requests the Applicant to provide materials necessary for examination of the application under paragraph 3, the Applicant shall comply with such request.
2. Article 2 (Change in Registered Information)
   1. When any change occurs in the matters reported to the Company by the User pursuant to paragraph 3 of the preceding Article, the User shall promptly notify the Company of the details of such change by the method prescribed by the Company.
   2. Even if communication, notice, or other correspondence from the Company fails to reach the User or is delayed due to the User’s failure to make the notification under the preceding paragraph, the Company shall not be liable for any damage arising therefrom.
3. Article 3 (Individual Contracts)
   1. The User shall place orders for individual transactions of Products through the Platform.
   2. An Individual Contract shall become valid and effective when the User completes the order registration through the Platform and the Company completes the corresponding order confirmation registration.
   3. The Company may, at its discretion, decline to accept an order in cases including, but not limited to:
      • the User fails the credit or compliance screening. or
      • the Products are out of stock.
4. Article 4 (Outsourcing)
   1. The Company may entrust all or part of the services of the Platform provided to the User to a third party.
5. Article 5 (Prohibited Acts)
   1. The User shall not engage in any of the following acts:
      • Any act that violates these Terms.
      • Any act that infringes the rights or interests of the Company or any other User.
      • Any act of making a false report or notification to the Company.
      • Any act of transferring or lending the User’s ID or password to a third party.
      • Any act of using another User’s ID or password, or otherwise impersonating a third party to use the Platform.
      • Any act that interferes with the provision of the Platform by the Company.
      • Any of the following acts committed by the User itself or through a third party.
        • Acts of making violent demands.
        • Acts of making unjust demands beyond legal responsibility.
        • Acts of making threatening statements or using violence.
        • Acts of spreading rumors, using deception or force to obstruct the Company’s business or damage its credibility. or
        • Any other acts equivalent to the foregoing.
6. Article 6 (Temporary Suspension of the Platform)
   1. The Company may temporarily suspend the provision of all or part of the Platform in order to conduct maintenance and inspection, as necessary to maintain the Platform in good operating condition.
   2. In such cases, the Company shall notify the User in advance of the suspension and its duration. However, this shall not apply in cases of emergency.
   3. The Company shall not be liable for any damage incurred by the User as a result of the temporary suspension of the Platform pursuant to this Article.
7. Article 7 (Prohibition of Use and Termination of the Use Agreement)
   1. 7.1 If the User falls under any of the following items, the Company may, without any prior notice or demand, immediately prohibit the User from using the Platform and/or terminate all or part of the Use Agreement or any Individual Contract. In such case, the Company shall not be precluded from claiming damages against the User:
      • The User violates any provision of these Terms.
      • The User falls under any of the items listed in Article 1, paragraph 4.
      • The User is subject to an administrative disposition such as revocation or suspension of its business license by a competent authority.
      • The User suspends payments, becomes insolvent, or has a bill or check dishonored.
      • The User becomes subject to a petition for attachment, provisional attachment, provisional disposition, or auction, or to a disposition for delinquent public taxes or dues.
      • The User becomes the subject of a petition for commencement of bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation proceedings, or files such a petition itself.
      • The User resolves to dissolve, divide, transfer its business, or merge.
      • The User experiences a material change in its assets or creditworthiness that may hinder the performance of its obligations under these Terms or the Use Agreement. or
      • Any other event equivalent to the preceding items occurs.
   2. In the event of any of the circumstances set forth in the preceding paragraph, the User shall immediately lose the benefit of time with respect to all obligations owed to the Company.
   3. Either the Company or the User may terminate the Use Agreement for the Platform at any time by giving written notice to the other party.
   4. Individual Contracts existing at the time of termination of the Use Agreement shall continue to be governed by the provisions of these Terms.
8. Article 8 (Termination of the Platform)
   1. The Company may terminate the provision of the Platform. In such case, the Company shall notify the Users of such termination and the termination date at least three (3) months in advance.
9. Article 9 (Product Price and Payment)
   1. The price of a product shall be the price displayed on this Platform at the time of the order. However, any amount displayed through the currency conversion function on this Platform shall be for reference purposes only and shall not constitute the actual price of the product. The product price is subject to change without prior notice.
   2. Payments shall be made in Japanese yen (JPY) and settled outside the “KANPAI X” system by one of the following methods: credit card, PayPal, telegraphic transfer (T/T),irrevocable letter of credit, or any other payment method mutually agreed upon between the Company and the Contractor under the relevant individual agreement.
   3. If payment from the User cannot be confirmed, the Company may refuse delivery of all or part of the Products.
10. Article 10 (Delivery and Risk of Loss)
    1. The delivery terms of the Products shall be based on the Incoterms® 2020 as specified in the order confirmation.
    2. The transfer of risk of loss or damage to the Products shall be governed by the Incoterms® 2020 as specified in the order confirmation.
    3. Ownership of the Products shall transfer to the User upon full payment of the purchase price by the User.
11. Article 11 (Compliance and Documentation)
    1. The Company shall provide the User with the shipping and customs clearance documents necessary for import customs procedures at the destination, including but not limited to the commercial invoice, packing list, bill of lading or air waybill, and, where required, FDA certificate, certificate of origin, or other relevant certificates. However, the preparation of certain documents may be subject to a charge.
    2. The User shall be responsible for compliance with all applicable laws and regulations of the importing country, including the payment of customs duties, taxes (such as sales tax or use tax), and any other related charges.
12. Article 12 (Inspection, Acceptance, and Returns)
    1. The User shall promptly inspect the Products upon receipt and accept those that conform. If the Products differ from the specifications of these Terms in kind, quality, or quantity (hereinafter referred to as “Nonconformity”), the User shall notify the Company in writing, specifying the details of the Nonconformity, within seven (7) business days from the date of receipt of the Products.
    2. If the User fails to notify the Company within seven (7) business days after receipt of the Products, such Products shall be deemed to have passed the User’s inspection.
    3. The Company shall accept returns, exchanges, or refunds only in cases of Nonconformity or erroneous shipment. In such case, the User shall be entitled to a full refund of the purchase price (including consumption tax), shipping and handling charges, and gift wrapping fees, or to replacement with an identical Product.
    4. In the event of Nonconformity or erroneous shipment, the Company’s liability shall be limited to the return or refund as provided in the preceding paragraph, and the Company shall bear no further liability for damages or any other claims.
13. Article 13 (Data and Use of the Platform)
    1. The User shall use the Platform in compliance with all applicable laws and regulations of Japan, including but not limited to export control laws and personal data protection laws.
    2. All copyrights, trademark rights, design rights, patent rights, utility model rights, know-how, and any other similar intellectual property rights (including applications therefor, whether registered or unregistered. collectively, the “Intellectual Property Rights”) relating to the contents displayed on the Platform, such as text, images, and other materials (including, but not limited to, product and price information), shall belong exclusively to the Company or to the rightful holders of such rights. The User shall not, for any reason whatsoever, infringe or take any action that may infringe upon the rights of the Company or any right holder, including but not limited to reproduction, disassembly, decompilation, or reverse engineering.
14. Article 14 (Force Majeure)
    1. The Company shall not be liable for any failure or delay in the performance of all or part of this Agreement (excluding monetary obligations) caused by earthquakes, typhoons, tsunamis, or other natural disasters, epidemics, wars, riots, civil commotions, terrorist acts, labor disputes, accidents affecting transportation or communication networks, enactment, amendment or repeal of laws or regulations, embargoes, governmental restrictions, or any other force majeure events. In such cases, the Company shall promptly notify the other party of the occurrence of such events and shall make its best efforts to remedy the situation.
    2. If any event described in the preceding paragraph occurs and there is reasonable cause to believe that the purpose of these Terms can no longer be achieved, the Parties may, through mutual consultation, terminate all or part of these Terms.
15. Article 15 (Prohibition of Assignment of Rights and Obligations)
    1. The User shall not assign, transfer, or otherwise dispose of its contractual status under these Terms or any Individual Contract, nor assign or offer as security all or any part of its rights or obligations arising therefrom, to any third party without the prior written consent of the Company.
16. Article 16 (Confidentiality)
    1. The User shall keep confidential all technical, business, or other operational information of the Company that it becomes aware of through the use of the Platform or transactions conducted via the Platform, and shall not disclose or leak such information to any third party without the Company’s prior written consent.
17. Article 17 (Liability for Damages)
    1. The Company shall not be liable for any damages incurred by the User arising from the use of the Platform, except in cases of willful misconduct or gross negligence on the part of the Company.
    2. If the User, due to reasons attributable to it, causes damage to the Company or any third party in connection with or arising from the use of the Platform, the User shall compensate for such damages.
18. Article 18 (Notices)
    1. Any notice from the Company to the User shall be deemed to have been duly given when sent to the e-mail address or other contact information provided by the User at the time of application for the Use Agreement, and such notice shall be deemed to have reached the User at the time it would ordinarily have arrived.
19. Article 19 (Governing Law and Dispute Resolution)
    1. These Terms and the Use Agreement shall be governed by and construed in accordance with the laws of Japan.
    2. Any dispute arising out of or in connection with these Terms or the Platform shall be finally settled by arbitration in Tokyo, Japan, in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association (JCAA). The language of the arbitration shall be Japanese.
    3. Notwithstanding the preceding paragraph, either Party may seek injunctive relief or a provisional disposition determining a provisional status concerning such injunction in the event that the other Party breaches or is likely to breach these Terms.
20. Article 20 (Miscellaneous)
    1. These Terms, together with the “Sales Conditions” and “Privacy Policy” published by the Company, constitute the entire agreement between the Parties.
    2. The Company may amend these Terms. In the event of such amendment, the Company shall announce the fact of the amendment, the details of the amended Terms, and the effective date thereof on the Company’s website.

End of Terms and Conditions