TERMS AND CONDITIONS FOR BUYER

Relation Co., Ltd. (“we”, “our”, “us”, or “Rekotrade”) sets forth this Terms and Conditions for Buyer (“Terms”).
PLEASE READ THIS TERMS CAREFULLY. BY CLICKING REGISTER AND ACCESSING THIS WEBSITE, YOU ACEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH BELOW.

1. Introduction
   1. Rekotrade.com (https://www.rekotrade.com)(the “Service”) is an online automotive marketplace offering auto auctions, automobile sales, auto parts sales, machinery sales and providing a variety of sales and information services to our global customers.
   2. If there is any conflict between the Terms and any other description regarding the Service not provided for herein, the Terms shall prevail.
2. Account Registration
   1. Account registration is free. To be eligible to access the Services, the person who wishes to be registered (the “Applicant”) must complete Rekotrade online registration process. As part of the registration process, the Applicant needs to provide us certain information as specified by us, such as the Applicant’s company information, the Applicant’s personal information and a valid email address as log-in credential and password that will be linked to the Applicant’s account (the “Registration Information”).
   2. The Applicant represents and warrants that all information that the Applicant provides to Rekotrade is accurate and complete and that the Applicant does not register under the name of, nor attempt to access the Service under the name of, another person or entity. The Applicant will notify us any changes to the information provided.
   3. Upon completion of the registration, the Agreement (the “Service Agreement”) shall become effective between the Applicant and Rekotrade, allowing the person to use the Service pursuant to the Terms. When the Service Agreement becomes effective, the Applicant shall be registered as the user of the Service (the “Buyer”).
   4. We reserve the right to determine whether to register the Applicant without any obligation to disclose the reasons, in the event that:
      1. The whole or any part of the Registration Information provided by the Applicant to Rekotrade is found to be false, inaccurate or omitted;
      2. The Applicant is a minor, adult ward or person under curatorship or assistance, and applicable approval or consent has not been obtained from such Applicant's legal representative, guardian, curator or assistant;
      3. The Applicant is determined by Rekotrade to (i) constitute an organized crime group or a member thereof, rightist organization, anti-social force or other similar person or entity (collectively, "Antisocial Force"), or (ii) have any interaction or involvement with an Antisocial Force in any manner such as assisting or being involved in the maintenance, operation or management of an Antisocial Force by way of finance or other means;
      4. The Applicant is determined by Rekotrade to be a party having violated any agreement with Rekotrade, or to have been involved with such violating party;
      5. The Applicant has suffered any of the measures under Article 7.1; or
      6. In addition to the foregoing, Rekotrade deems the registration inappropriate.
3. Permitted Use

   Buyer agrees that Buyer will use the Services solely for its internal business purposes and will not:

   1. conduct the acts that violate any laws or regulations or that are associated with criminal activity;
   2. conduct the acts that defraud or threaten Rekotrade, other Buyers or other third parties;
   3. conduct the acts against public order and good morals;
   4. conduct the acts that infringe any intellectual property rights, portrait rights, privacy rights, reputation or other rights or interests of Rekotrade, other Buyers or other third parties;
   5. collect information of other Buyers;
   6. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party;
   7. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
   8. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third party privacy rights;
   9. send or store malicious code or viruses;
   10. interfere with or disrupt the integrity or performance of the Services or the data contained therein;
   11. attempt to gain unauthorized access to the Services or its related systems or networks;
   12. use the user ID or password of another Buyer;
   13. modify, copy or create derivative works based on the Services;
   14. frame or mirror any content forming part of the Services;
   15. reverse engineer or decompile the Services;
   16. access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services;
   17. conduct the acts that, directly or indirectly, cause or facilitate the acts listed in items above; or
   18. conduct the other acts that Rekotrade deems to be inappropriate.
4. Buyer Obligations

   The Buyer represents, warrants and agrees to the following terms:

   1. The Buyer is responsible for keeping and maintaining its password and user ID for the Service in an appropriate manner, and may not cause a third party to use, or provide, transfer, change the name of, sell or otherwise dispose of, the same;
   2. The Buyer shall be, and Rekotrade shall in no event be, liable for damages arising out of inappropriate management, misuse, or use by a third party of the Buyer's password or user ID;
   3. The Buyer is solvent and a licensed motor vehicle dealer in good standing or an individual person;
   4. The Buyer shall purchase the vehicle at CIF price (as stipulated in Article 5.1) after received our confirmation;
   5. The Buyer cannot cancel the deal after received our confirmation;
   6. The Buyer will purchase the vehicle at the final bid price which can be accepted by the Supplier until 3 hours after the sale has ended;
   7. The Buyer will not resell the vehicle until the funds have been transmitted to Rekotrade;
   8. The Buyer is responsible for pickup and transport;
   9. The Buyer will pick up the vehicle within three business days;
   10. The Buyer will select a payment option by 11:59 pm same day (Japan Standard Time) the bid is accepted by the Supplier or this sale may be considered null and void at Rekotrade's discretion; in such event the Buyer may be subjected to financial penalty and/or suspension of the Buyer’s account access;
   11. No stop payment of Buyer’s payment to Rekotrade shall be honored;
   12. Any stop payment order shall be deemed by the parties to be evidence of fraud existing at the time the transaction was consummated and shall be construed by the parties as an intent to defraud in order to consummate the transaction;
   13. The Buyer will abide by the timeframes for delivery of title set forth in Rekotrade titles policy;
   14. Rekotrade may deposit any payment by the Buyer immediately, regardless of whether the vehicle’s certificate of title has been submitted by Supplier;
   15. The vehicle is purchased solely for resale;
   16. The vehicle is purchased for resale in the form of tangible personal property in the regular course of business and is the sort usually purchased by Buyer for resale;
   17. If it is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country;
   18. If it is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country;
   19. The Buyer holds a retail sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of Supplier’s state, county, and country as appropriate;
   20. Title to the vehicle will not pass to Buyer until complete payment has been received by Rekotrade and the title has been received from the Supplier;
   21. Risk of loss for a vehicle remains with the Supplier as long as the vehicle is at Supplier’s premises. Once the Buyer retrieves the vehicle, or otherwise causes the vehicle to be removed from Supplier’s premises, the risk of loss for the vehicle is transferred to the Buyer or its agents;
   22. Rekotrade reserves the right to limit the number of vehicles purchased by a Buyer at any time
   23. Failure to remit payment within two business days will result in a fee equal to the total buy fee;
   24. The Buyer is subject to account suspension at the discretion of Rekotrade;
   25. The Buyer will not attempt to manipulate bids, intentionally bid up the price of any vehicle, or otherwise fraudulently bid on any vehicle; and
   26. The Buyer shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.
5. Transaction Fee & Payment Terms
   1. In consideration of access to the Services, Buyer agrees to pay Rekotrade or partners (as applicable) all fees and charges assessed by Rekotrade and/or the Rekotrade partners for access to the Services.
   2. The CIF price we charge Buyer is including the purchase price of the vehicle, service charges, shipment fee plus all applicable taxes and fees payable by Buyer in connection with a transaction as the “Total CIF Payment Amount”. All fees are non-refundable and subject to change without notice.
   3. Buyer shall pay Rekotrade the Total CIF Payment Amount within two (2) business days after received our performa invoice and on/before the “Payment Due Date” set forth in the invoice. Payment shall be made in U.S. dollars by telegraphic transfer (TT). In addition, if the Buyer fails to pay the Total CIF Payment Amount by the Payment Due Date, we may: (a) withhold the vehicle and title documents until all amounts owed have been paid; (b) cancel the sale transaction; and/or (c) pursue any other remedy or relief permitted by law.
6. Suspension of the Service
   1. Rekotrade shall be entitled to, without any advance notice to the Buyer, suspend or discontinue the Service, in whole or in part, in the event that:
      1. Inspection or maintenance of the computer system for the Service needs to be performed due to urgent circumstances;
      2. Rekotrade becomes unable to provide the Service due to error in computers or communication lines, wrong operation, excessively concentrated access, unauthorized access, hacking or the like;
      3. Rekotrade becomes unable to provide the Service due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
      4. Rekotrade determines that suspension or discontinuance is required for other reasons.
   2. The Buyer agrees that Rekotrade shall not be liable to the Buyer or any third-party for any suspension of the Service.
7. Termination
   1. Rekotrade, in its sole discretion, may suspend, terminate or delete the Buyer’s account or use of the Service, and remove and discard any content within the Service, for any reason, including, without limitation;
      1. The Buyer has not used the Service over a long duration;
      2. Any of the Registration Information is found to be false;
      3. Payment suspension or becoming insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure was filed;
      4. The Buyer falls under any of items of Article 2.4;
      5. Rekotrade believes that the Buyer has violated or acted inconsistently with the Service Agreement; or
      6. It is determined to be inappropriate by Rekotrade that the Buyer continues to use the Service or to be registered as a user of the Service.
   2. The Buyer agrees that Rekotrade shall not be liable to the Buyer or any third-party for any termination of the Buyer’s access to the Service.
8. Arbitration between Buyers and Suppliers

   If, upon pickup and inspection of the vehicle, the Buyer discovers a defect that is allowed to be arbitrated pursuant to the arbitration policy separately set by Rekotrade, Buyer may pursue a remedy through the arbitration process as set forth in such policy. Suppliers who repeatedly fail to make required announcements or Buyers who repeatedly submit questionable arbitration claims may have their auction privileges temporarily or permanently suspended.

9. Availability, Errors and Inaccuracies

   Rekotrade is constantly updating the Services and may experience delays in updating information on the Services. The information found on the Services may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Services, and we cannot guarantee the accuracy or completeness of any information found on the Services. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

10. Disclaimer of Warranties

    THE BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT:

    1. THE BUYER’S USE OF THE SERVICE IS AT THE BUYER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REKOTRADE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    2. REKOTRADE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET THE BUYER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE OR CURRENT (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE BUYER THROUGH THE SERVICE WILL MEET THE BUYER’S EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
    3. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE BUYER’S OWN RISK AND THAT THE BUYER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE BUYER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
    4. REKOTRADE NOR IS NOT RESPONSIBLE FOR INCORRECT OR INACCURATE ENTRY OF INFORMATION, HUMAN ERROR, TECHNICAL MALFUNCTIONS, LOST/DELAYED DATA TRANSMISSION, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURES OF ANY TELEPHONE NETWORK, COMPUTER EQUIPMENT, SOFTWARE OF ANY COMBINATION THEREOF, OR INABILITY TO ACCESS THE REKOTRADE WEB SITE.
    5. IF THE BUYER RELYS ON THIS SERVICE OR ANY MATERIAL AVAILABLE THROUGH THIS SERVICE, INCLUDING THE CONTENT, THE BUYER DOES SO AT THE BUYER’S OWN RISK. THE BUYER UNDERSTANDS THAT THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, INACCURACIES, AND/OR OTHER PROBLEMS WITH THE INFORMATION, PRODUCTS, CONTENT, AND SERVICES PROVIDED AT THIS SITE.
11. Limitation of Liability
    1. THE BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT REKOTRADE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOSS OF BUSINESS, OR OTHER INTANGIBLE LOSSES (EVEN IF REKOTRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION CONTENT OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE BUYER’S TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTERS RELATING TO THE SERVICE.
    2. EXCEPT FOR THE DAMAGES CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE OF REKOTRADE, REKOTRADE SHALL NOT BE LIABLE FOR THE DAMAGES INCURRED BY THE BUYER IN RELATION TO THE SERVICE IN EXCESS OF THE AMOUNT OF THE TOTAL CIF PAYMENT AMOUNT PAID BY THE BUYER TO THE REKOTRADE REGARDING THE TRANSACTION WHICH IS A CAUSE OF THE DAMAGES.
    3. 11.3. If any provision of the Terms or a part thereof is held to be invalid or unenforceable under Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect. In those cases, the preceding paragraph shall remain as: “EXCEPT FOR THE DAMAGES CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE OF REKOTRADE, REKOTRADE SHALL NOT BE LIABLE FOR THE DAMAGES INCURRED BY THE BUYER IN RELATION TO THE SERVICE IN EXCESS OF THE AMOUNT OF THE TOTAL CIF PAYMENT AMOUNT PAID BY THE BUYER TO THE REKOTRADE REGARDING THE TRANSACTION WHICH IS A CAUSE OF THE DAMAGES.”
12. Withdrawal
    1. The Buyer may withdraw from the Service and cancel its registration as a user of the Service by completing the procedure as specified by Rekotrade.
    2. Upon withdrawal from the Service, any and all debts of the Buyer to Rekotrade, if any, shall automatically become due and payable, and the Buyer shall immediately pay to Rekotrade such debts in full.
13. Modification and Termination of Service
    1. Rekotrade shall be entitled to at any time modify or terminate the Service in its own discretion.
    2. Rekotrade shall notify the Buyer in advance of any intended termination by Rekotrade of the Service.
14. Rekotrade Intellectual Property

    Rekotrade reserves all rights, title, and interest in and to the Services, including, but not limited to, the Rekotrade's trademarks, logos and other brand feature, all photos, images, videos, text, data and data compilations, graphics, works of authorship, software, design and button icons (collectively, “Service Content”). Service Content is the property of Rekotrade and protected by Japanese and international copyright laws and other intellectual property laws. These Terms do not grant the Buyer any rights in the Services except as expressly set forth herein. Rekotrade's trademarks may not be used in connection with any product, service, or marketing without the prior written consent of Rekotrade.

15. Indemnification

    Each Buyer agrees at their own expense to defend, indemnify, and hold Rekotrade and its affiliates, and each of their directors, officers, employees and agents, harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, duties and bonds, which Rekotrade may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with (a) the Buyer’s use of the Services; (b) the Buyer’s violation of the Agreement; (c) the Buyer’s violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right; (d) any claim in connection with a vehicle; or (d) any claim that Registered Information, or the Buyer’s use the property of others, may have caused or did cause damage to a third party, including, but not limited to, claims that Registered Information, or the Buyer’s use of the property of others, infringe the rights of others or caused damages to others. The Buyer also agrees to indemnify Rekotrade for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of Rekotrade against the Buyer under these Agreement.

16. Links to Third-Party Sites or Services

    The Service may include links to the websites, content or services of third parties. Rekotrade is not responsible for the content of any links, or any products, services or other materials relating to any linked site or service, or any link contained in a linked site or service. Rekotrade does not control these third-party offerings and is not responsible or liable for the content, products or services available through these offerings. The existence of links from the Service to such offerings should not be construed as an endorsement of any of the content, products or services appearing on such offering or as implying an association between Rekotrade and the operators thereof. By using these third-party websites, content or services the Buyer may be agreeing to their terms of use and privacy policies. THE BUYER HEREBY RELEASES Rekotrade from any damages that the Buyer may incur, and agree not to assert any claims against them, arising from its use of these third-party websites, content or services or from its purchase or use of any third-party provided product or service.

17. Representations Regarding Taxes

    Buyer certifies that it holds the appropriate documentation issued by the sales tax authority of the state, province, or locality of its business or where it purchases vehicles, as applicable, which exempts Buyer from the payment of sales tax, and warrants that it will provide a copy of such applicable documentation on to Rekotrade upon registration, at any time upon request, and as necessary to maintain the validity of such documentation. In the event that vehicles or other products purchased are used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

18. Amendment

    Rekotrade reserves the right to amend or change the Terms when Rekotrade finds it necessary. In the event of any amendment or change to the Terms, Rekotrade shall inform the effective time and content of the amended or changed Terms by posting on the website or other appropriate way, or notify the Buyer of the same. Notwithstanding the foregoing, Rekotrade shall obtain the Buyer’s consent in a manner specified by Rekotrade for the amendment or change of the Terms that requires such consent under the applicable laws.

19. Waiver, Severability and Assignment
    1. Rekotrade's failure to enforce a provision is not a waiver of its right to do so later.
    2. If a provision is found unenforceable, the remaining provisions of the Service Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
    3. The Buyer may not assign any of its rights under the Service Agreement without Rekotrade's prior written consent, and any such attempt will be void.
    4. In cases where Rekotrade transfers the business regarding the Service to a third party, Rekotrade may, as part of such transfer, assign to the third party the Service Agreement, the rights and obligations of Rekotrade under the Terms, and the Registration Information and other information relating to the Buyer, and the Buyer hereby agrees to such transfer in advance. The business transfer referred to above in this Paragraph shall include, in addition to the usual form of business transfer, a company split or any other form that would result in a business transfer.
20. Governing Law and Arbitration
    1. The Terms shall be governed by the laws of Japan without regard to conflict of laws principles.
    2. Any and all disputes arising out of or in connection with the Terms or the Service Agreement shall be submitted to the exclusive jurisdiction of the Kobe District Court of Japan in the first instance.
21. Contacts

    If you have any questions relating to this Agreement, please email us.