WEXPORTAUTOS LLC – TERMS AND CONDITIONS AGREEMENT

These Terms and Conditions of Use (the “Terms”) constitute a legally binding agreement between WEXPORTAUTOS LLC and any person or entity that accesses its website, opens a customer account, submits a bid request, remits a deposit or purchases a vehicle or other item. By performing any of these acts the customer acknowledges having read, understood and accepted these Terms in their entirety and without reservation. Any person who does not accept these Terms shall refrain from using the platform and from entering into any transaction with the company. These Terms, together with the price plan and the privacy policy published on the platform and the proforma and commercial invoices issued for each transaction, constitute the entire agreement between the parties and supersede any prior communication, representation or agreement, whether written or oral.

Definitions. 1.1 “Company”, “we” or “us” means WEXPORTAUTOS LLC, which conducts its sourcing, inspection coordination, documentation and logistics operations in Japan through a representative desk maintained in its own name at 4F, Omotesando Building, 1597-1 Nishigocho, Minami-Nagano, Nagano 380-0845, Japan (the “Japan Office”). The Japan Office is a liaison and operational support point only; it is not a separate legal entity, a branch or a contracting party. The legal entity with which every contract under these Terms is concluded, and the sole legal and registered address of the Company for all contractual, notice and legal purposes, is WEXPORTAUTOS LLC, a limited liability company organised and existing under the laws of the State of Montana, United States of America, with its registered principal office at 1001 S Main St, Ste 600, Kalispell, MT 59901-5635, USA. 1.2 “Platform” means the Company’s official website at wexjapan.com and the customer account system made available through it. 1.3 “Customer” means any natural person of at least eighteen (18) years of age, or any legal entity, that registers an account on the Platform or enters into a Transaction with the Company; a person acting on behalf of an entity warrants that he or she is duly authorised to bind it. 1.4 “Item” means any new or used vehicle, motorcycle, heavy machinery, part, spare part, accessory or other product offered, sourced or exported through the Company. 1.5 “Transaction” means any sale, purchase, bidding, negotiation, export, shipping or related service between the Company and the Customer concerning an Item. 1.6 “Auction House” means any vehicle or machinery auction (including, without limitation, USS, ZIP and BAY auction networks), dealer, wholesaler or other third-party seller in Japan from which the Company sources Items on the Customer’s instruction. 1.7 “Bid” means a maximum purchase offer for an Item submitted by the Customer through the Platform or confirmed in writing to the Official Email. 1.8 “Maximum Budget” means the highest total purchase price, exclusive of FOB charges and freight, that the Customer authorises the Company to bid on a given Item. 1.9 “Deposit” means funds actually received in an official account of the Company and credited to the Customer’s account. 1.10 “Balance” means any amount due and payable by the Customer to the Company. 1.11 “FOB Charges” means the origin charges applicable to an Item in addition to its purchase price, which may cover, in whole or in part, auction house fees, export documentation and certificates, inland transport to the port of origin, port handling and loading of the Item on board the vessel. The scope, composition and amount of the FOB Charges are not fixed; they depend on the conditions agreed in each case between the Company, the seller or Auction House and the Customer, vary according to the Customer’s profile, volume and history with the Company and the characteristics of the Item, and are confirmed exclusively on the Proforma Invoice issued for that Item. 1.12 “Proforma Invoice” means a preliminary payment request issued after a purchase; it is an estimate, not a commercial invoice, and has no accounting, customs or other legal value. 1.13 “Commercial Invoice” means the final invoice issued by the Company, which is the sole document valid for accounting, customs declaration and any other legal purpose. 1.14 “Official Email” means the Company’s official electronic mail address admin@wexjapan.com and the electronic mail address registered by the Customer on the Platform. 1.15 “Price Plan” means the schedule of FOB Charges, fees, deposit levels, payment deadlines, late fees and other commercial conditions published on the Platform, as amended from time to time. 1.16 “Incoterms” means the Incoterms® 2020 rules of the International Chamber of Commerce. 1.17 “Business Day” means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in Tokyo, Japan. 1.18 “Vessel Departure Date” means the date on which the vessel carrying the Item actually departs from the port of loading in Japan, as evidenced by the shipped-on-board date stated on the bill of lading. 1.19 “Part Payment” means the portion of the Balance which the Company, in its discretion, requires to be paid before shipment of an Item under Article 7A, as stated on the Proforma Invoice or confirmed from the Official Email.
Nature of the service. 2.1 The Company acts as an export agent, licensed auction broker and service provider that searches, inspects where possible, purchases, prepares and ships Items on the Customer’s instruction and for the Customer’s account. Auctions in Japan are private and restricted to licensed members; the Company places Bids at the Auction House in its own name but on behalf of and at the risk of the Customer. 2.2 Third parties participating in a Transaction, including auction houses, dealers, inland carriers, customs brokers, shipping lines (including, by way of example, Maersk, NYK Line and Armacup), freight forwarders, insurers, inspection and homologation agencies, courier companies, banks and payment processors, are independent of the Company; each is solely responsible for its own performance and the Company shall not be liable for their acts, omissions, delays or failures. Notwithstanding the foregoing, the Company undertakes to watch over the Customer’s Items with reasonable care and diligence throughout the process, to select and instruct such third parties with professional judgement, to monitor the progress of each Transaction, and, should any incident, damage, delay or other problem arise, to inform the Customer promptly, to intervene actively before the third party concerned, and to assist the Customer in documenting, pursuing and resolving any claim against that third party or its insurer; the exclusion of liability set out in this paragraph limits the Company’s legal responsibility for the conduct of independent third parties but does not release the Company from its duty of care, follow-up and assistance towards the Customer. 2.3 The Company represents the Customer from the moment of purchase until delivery under the agreed Incoterms rule. Risk in an Item passes to the Customer at the moment the Item is purchased on the Customer’s behalf, unless otherwise agreed by the Company in writing. 2.4 The Company does not provide legal, tax, customs or import-compliance advice. Any figure or information published by the Company concerning import duties, value-added tax, registration fees, homologation, transit times or costs at destination is indicative only, is based on information available at the time of publication, and is given without warranty. 2.5 The Japan Office assists with sourcing, inspection coordination, documentation and logistics within Japan; it does not execute contracts, receive payments or assume obligations in its own name, and communications with its personnel are subject to Article 4.
Registration, compliance and Customer obligations. 3.1 The Customer shall provide accurate, complete and current information upon registration and keep it updated; the Company may suspend or close any account containing false or outdated information. 3.2 The Customer is responsible for the confidentiality of its credentials and for all activity carried out through its account, whether or not authorised by the Customer. 3.3 Before the first shipment, and thereafter upon any change, the Customer shall furnish to the Official Email (a) the certificate of incorporation or equivalent registration documents, for entities; (b) a valid government-issued identity document or driving licence of the owner, director or authorised signatory; (c) proof of address; and (d) any further document reasonably required by the Company to comply with know-your-customer, anti-money-laundering, sanctions or export-control obligations. 3.4 The Customer represents and warrants that neither it nor any person owning or controlling it is designated on any sanctions list maintained by the United States of America (including the Specially Designated Nationals list of the Office of Foreign Assets Control), Japan, the United Nations, the European Union or the United Kingdom, and that no Item shall be shipped to, transshipped through or re-exported to any embargoed country or territory or restricted end user. The Company may refuse, suspend or cancel any Transaction and retain funds pending clarification where it reasonably believes that a sanctions or export-control issue exists. 3.5 The Customer is solely responsible for verifying, before submitting a Bid, that the Item may lawfully be imported and registered at the destination (including age restrictions, emissions, steering position, homologation, radiation limits and pre-shipment inspection) and shall bear all import duties, taxes, port charges, inspections and compliance costs at destination. The Company shall not be liable for any change in destination regulations or for the refusal of entry of an Item at destination.
Official communication. 4.1 The sole official channel for instructions, claims, notices and confirmations is electronic mail between the Customer’s registered address and the Official Email. Telephone calls, SMS, WhatsApp and other instant-messaging applications, social media, chat, voice messages and personal electronic mail addressed to individual members of staff are not official channels and shall not constitute evidence of instructions, undertakings or claims against the Company, save where the content is subsequently confirmed in writing from the Official Email. 4.2 The Customer shall monitor its registered electronic mail regularly and reply promptly; the Company shall not be liable for any loss arising from late replies, undelivered messages, spam filtering or network or service-provider failures. 4.3 Each Customer is assigned a sales agent. For any request or urgent matter the Customer shall first write to the Official Email and, where no reply is received within a reasonable time, may contact the assigned sales agent and thereafter the Japan Office for operational matters within Japan; any instruction given through such secondary channels binds the Company only once confirmed in writing from the Official Email. 4.4 The Company may update, modify or temporarily suspend the Platform without notice and shall not be liable for any period of unavailability. 4.5 The Customer consents to receive all notices, invoices and documents electronically and agrees that electronic records and acceptances, including clicking “I agree”, submitting a Bid or remitting a payment, constitute valid, binding and enforceable agreements under the United States Electronic Signatures in Global and National Commerce Act, the Japanese Act on Electronic Signatures and Certification Business and any equivalent applicable law.
Deposit. 5.1 In order to submit a Bid the Customer shall first remit a Deposit equal to ten per cent (10%) of the Maximum Budget for the Item concerned (by way of illustration, EUR 1,000 for a Maximum Budget of EUR 10,000), subject to any minimum amount stated in the Price Plan; the Company will advance the remaining ninety per cent (90%) of the purchase price at the Auction House if the Bid is successful. 5.2 No Bid shall be placed, and the Company may cancel any Bid unilaterally, where the Deposit is insufficient for the Maximum Budget requested. This condition is non-negotiable and constitutes a fundamental rule of all Transactions with the Company. 5.3 Only funds actually received in the Company’s official account and credited to the Customer’s account shall constitute a Deposit; transfer receipts, bank screenshots, SWIFT copies or any other document shall not. 5.4 Where a Bid is unsuccessful (result “Lost” or “Unsold” and no negotiation concluded), the Deposit shall, at the Customer’s election, be retained on account for future Bids or refunded upon written request without any need for justification, solely to the account from which the funds originated. Any refund is made net of bank charges, exchange-rate differences and all fees, commissions or charges levied by the payment platform or intermediary (including, without limitation, PayPal, Wise, card processors and intermediary banks) on the original remittance or on the refund which are not returned to the Company by that platform; such amounts are retained by the platform, not by the Company, and shall not be reimbursed by the Company under any circumstances. The Customer is responsible for reviewing the fee and refund policies of the payment platform or intermediary it chooses before remitting a Deposit. 5.5 The Company may withhold a refund for so long as the Customer has open Bids, Items won but unpaid, an outstanding Balance, a pending payment investigation, a compliance review or any other unresolved matter connected with the account. 5.6 An account holding an active Deposit displays complete auction information; where no Balance activity occurs for two (2) consecutive months the account may be set to “inactive”, which restricts the auction information displayed until activity resumes.
Bidding, negotiation and results. 6.1 A Bid is binding upon the Customer from the moment it is submitted. The placing of a Bid by the Company is a discretionary service and not an obligation: the Company may, at its sole discretion and without stating reasons, decline to place, suspend or cancel any Bid at any time before the close of the auction, in particular where the Customer’s account has not been fully verified, where the Deposit or the Customer’s payment history does not, in the Company’s judgement, provide sufficient assurance, where extraordinary circumstances affect the relationship of trust between the parties or the Company’s ability to operate, or where the Company otherwise considers the Transaction inadvisable. The Customer acknowledges that it has no entitlement to have any Bid placed or maintained and waives any claim, compensation or damages of any kind in respect of a Bid not placed, suspended or cancelled by the Company; the Deposit corresponding to such a Bid is treated in accordance with Article 5.4. Conversely, once a Bid received from the Customer has been placed by the Company and the Item is recorded as “Won”, the Customer assumes full and unconditional responsibility for its instruction and for all consequences thereof, including the obligation to pay the full Balance and all charges, to accept the Item in the condition in which it was purchased and to bear the consequences of non-payment set out in Articles 7A and 10. Bids requested through channels other than the Platform or the Official Email are unofficial; the Company may attempt to place them as a courtesy but assumes no responsibility for errors, misunderstandings or Bids not placed in time, and may decline such requests at any time. 6.2 The Company receives the Customer’s Maximum Budget and bids on the Customer’s behalf at the Auction House, endeavouring to secure the Item at the lowest possible price within that budget. The Company shall not be liable for failures of the Auction House bidding system, network failures or events of force majeure. 6.3 Auction results are communicated as soon as reasonably practicable; updates may take several hours and, in certain cases, until the following Business Day, and may subsequently be corrected. The Customer shall check its results on the auction day and the following day and shall contact the Company where any result is unclear. 6.4 “Lost” means that another bidder won the Item; “Unsold” means that the seller did not accept the highest offer; “Won” means that the Customer has purchased the Item and is bound to pay for it. 6.5 The Customer may apply to negotiate for an “Unsold” Item; an application to negotiate cannot be withdrawn once submitted. The Company may, at its discretion and subject to capacity, negotiate automatically for Unsold Items up to the Maximum Budget; the outcome depends on the seller and the Auction House, may take time and may be rejected. 6.6 Once the auction for an Item has closed, the Bid may no longer be modified or cancelled; the Company may attempt a modification or cancellation as a courtesy but assumes no responsibility for the outcome. 6.7 Where more than one Customer bids on the same Item, the Company shall place only the highest Bid; by reason of grouping arrangements or cancellation by the higher bidder, a lower bidder may nonetheless win the Item, and a Customer wishing to withdraw shall so inform the Company before the auction closes. 6.8 Auction House bidding increments may not permit the exact amount of the Maximum Budget; the Customer agrees to accept an overbid of up to thirty thousand Japanese yen (JPY 30,000) above the Maximum Budget where required by Auction House increments or rules. This condition is non-negotiable. 6.9 Where the Company purchases more Items than the Customer specified within a bidding group, the Customer shall take the first Item or Items purchased up to the number specified and the Company shall retain the remainder. 6.10 The Customer shall resolve any doubt concerning an inspection sheet, description, photograph or year of manufacture with the Company before bidding; the Company shall not be liable for the Customer’s misreading of an inspection sheet. 6.11 The year displayed is the year of first registration in Japan as stated on the export certificate; the exact month and year of manufacture is not warranted and shall be confirmed by the Customer with the sales department before bidding. 6.12 The Company does not supply originals or copies of third-party documents, including Auction House, carrier or shipping-line invoices.
Prices, invoices, payment and late payment. 7.1 The total amount payable for an Item comprises (a) the winning Bid or agreed purchase price; (b) the FOB Charges applicable to that price under the Price Plan; (c) freight under the shipping method selected by the Customer (roll-on/roll-off or container) and, where requested, insurance; and (d) any optional service ordered by the Customer. Prices may be quoted in Japanese yen, United States dollars or euros; the applicable exchange rate is that stated on the Proforma Invoice. Freight rates are set by the carrier and may vary according to season, route, fuel surcharges, vessel availability or international circumstances beyond the Company’s control; the rate stated on the Proforma Invoice applies. 7.2 Following a purchase the Company issues a Proforma Invoice, which is a payment request only; it is not a commercial invoice, does not create an account payable or receivable, may not be used to reclaim value-added or other taxes and shall not be used to declare the value of an Item to any customs authority. Use of a Proforma Invoice for customs declaration is prohibited and undertaken at the Customer’s sole risk. 7.3 The Commercial Invoice is dispatched with the shipping documents or made available in the Customer’s account and is the sole legally valid document for accounting, customs valuation and any disclosure to authorities. 7.4 Following a successful Bid the Deposit is applied to the purchase price and the full remaining Balance, comprising the outstanding ninety per cent (90%) of the purchase price, the FOB Charges and freight, shall be paid before shipment and, unless the Price Plan provides otherwise, within seven (7) calendar days of the date of the Proforma Invoice, save where the Item is shipped under a Part Payment arrangement pursuant to Article 7A, in which case the remaining Balance falls due as set out in that Article. 7.5 Only funds actually received in the Company’s official bank or payment-processor account and reflected in the Customer’s account constitute payment; transfer copies, screenshots and receipts are not proof of payment. This condition is non-negotiable. 7.6 The Balance shall be paid by international or domestic bank transfer, which is available for all Transactions and is the required method for payment of the remaining Balance. PayPal (goods and services) is accepted solely for the payment of the ten per cent (10%) Deposit by new Customers and is offered as a convenience providing traceability and buyer protection on that Deposit only; it is not available for the remaining Balance. Wise, credit card and, by prior written agreement, Letter of Credit may be accepted at the Company’s discretion. All bank, intermediary-bank, currency-conversion and payment-processor charges shall be borne by the Customer. The Company recognises only transfers made to the official accounts published on the Platform or stated on the Proforma Invoice; payments made to any other account shall not be recognised. 7.7 Following each transfer the Customer shall notify the Official Email of the remitter’s name, the exact amount, the currency and a copy of the transfer voucher. Payments by PayPal, card or bank transfer may be delayed, held or reversed by the provider; the Company confirms receipt only during accounting business hours. 7.8 Payments made after the agreed date shall incur late fees and yard-storage charges in accordance with the Price Plan, which the Company may invoice separately. Prolonged non-payment entitles the Company to cancel the Transaction pursuant to Articles 7A and 10 and to pursue recovery in any jurisdiction; the Customer shall reimburse all reasonable costs of recovery, including attorneys’ fees. 7.9 Where payment by Letter of Credit has been agreed, the Customer shall provide complete details within twenty-four (24) hours of purchase and open the Letter of Credit within seven (7) days of the date of the Proforma Invoice. The Letter of Credit shall be irrevocable, confirmed by a first-class bank acceptable to the Company, subject to the Uniform Customs and Practice for Documentary Credits (UCP 600) and issued strictly in accordance with the Proforma Invoice; the Company may reject a non-conforming Letter of Credit or charge for amendments, and any discrepancy fees shall be deducted from the proceeds. Booking and insurance are arranged only upon receipt of the original Letter of Credit, and an Item is not deemed paid until the funds are credited to the Company.

7A. Part Payments. 7A.1 Where the Company agrees, in its sole discretion and in writing on the Proforma Invoice or from the Official Email, to ship an Item before the full Balance has been received, the Customer shall pay the Part Payment before shipment. The entire outstanding Balance, including freight, insurance, late fees and any other charge relating to that Item, shall be settled in full within fifteen (15) calendar days after the Vessel Departure Date. 7A.2 The fifteen-day period in Article 7A.1 is mandatory, of the essence of the contract and non-negotiable. It runs automatically from the Vessel Departure Date, whether or not the Customer has received any reminder, invoice or notice. It is not suspended or extended by delays, transshipment or roll-over of the vessel, public holidays, non-receipt of documents, any dispute concerning the Item, or any delay attributable to the Customer’s bank or payment provider. Payment is made only when the funds are received in accordance with Article 7.5. 7A.3 Until the outstanding Balance has been received in full, title to the Item remains with the Company. The Company retains the original bill of lading, the export certificate and the Commercial Invoice, and no telex release, surrender or switch of the bill of lading shall be made. The Customer shall not take delivery of, clear through customs, pledge, sell or otherwise dispose of the Item. 7A.4 If the outstanding Balance is not received in full within the period stated in Article 7A.1, the Customer shall be in default automatically on the sixteenth (16th) calendar day after the Vessel Departure Date, without any need for notice, demand or formal notification. The Company may then, without notice to the Customer, cancel the Transaction and resell the Item. Such resale may take place while the Item is at sea, at the port of destination or after its return or redirection, by any method and to any buyer the Company considers appropriate. The Company may also change the consignee or the port of discharge for that purpose. To the fullest extent permitted by applicable law, the Customer waives any right to prior notice of the resale and any claim arising from the resale or its price. 7A.5 The Company shall set off its loss against the Part Payment, the Deposit and any other amounts held for the Customer’s account, in accordance with Article 10.5. Its loss includes the purchase price advanced, freight, insurance, demurrage, detention, storage, change-of-consignee and re-export costs, resale fees and any shortfall between the purchase price and the net resale proceeds. Any surplus shall be returned to the Customer, and any shortfall shall remain payable by the Customer. 7A.6 In the event of any inconsistency between this Article and Articles 7.4, 8.1, 8.3 or 10.5, this Article prevails in respect of Items shipped under a Part Payment arrangement.

Shipping, documents and insurance. 8.1 An Item is booked for shipment only after (a) the full Balance has been received or, where Article 7A applies, the Part Payment has been received; and (b) the export certificate and any required export inspection have been completed. This condition is fundamental and non-negotiable. 8.2 Shipment is arranged under the Incoterms rule stated on the Proforma Invoice by roll-on/roll-off vessel or, where selected by the Customer, in a shared or dedicated container. Roll-on/roll-off shipment is suitable for complete, running vehicles without loose parts inside; container shipment is recommended for high-value, classic or non-running vehicles and permits the shipment of spare parts or accessories together with the vehicle, subject to declaration. The Company does not commit to any shipping date, transit time or delivery date. Vessel schedules, cut-off dates and transit times are determined exclusively by the shipping lines and are subject to the global logistics situation, including vessel and space availability, port congestion, route changes, strikes, weather and geopolitical events; any date or duration mentioned by the Company is a mere estimate relayed from the carrier and is not warranted. The Company shall not be liable for delays, roll-overs, transshipment or any other event affecting the carriage that is beyond its control. 8.3 The Company dispatches the original bill of lading, export certificate and Commercial Invoice by international courier or, for Letter of Credit transactions, through the applicant’s bank, and endeavours to do so before arrival of the vessel. Documents may be delayed by holidays, carrier delays or force majeure; the Company shall not be liable for loss or delay of documents in the hands of the courier but shall assist with replacement at the Customer’s cost. Dispatch of the original documents, and any telex release or surrender of the bill of lading, take place only once the full Balance, including any balance outstanding under Article 7A, has been received and, for telex release, where the shipping line so permits. 8.4 The Customer shall track shipment and document status and promptly notify the Company of any potential issue. Demurrage, detention, storage and any charge at the destination port arising from late collection of documents, late payment of the Balance or late customs clearance shall be borne by the Customer. 8.5 Carriage by sea is subject to the terms and conditions of the carrier’s bill of lading and to the applicable international conventions and national legislation governing the carriage of goods by sea, including the Hague-Visby Rules as enacted by the Japanese International Carriage of Goods by Sea Act; the Company is not the carrier and assumes no carrier’s liability. 8.6 Marine insurance is not included unless expressly stated on the Proforma Invoice. The Customer is responsible for requesting insurance in writing, either Institute Cargo Clauses (A) all-risks cover or Institute Cargo Clauses (C) port-to-port cover, preferably from the date of purchase; cover commences on the date of application and cannot be obtained in respect of damage that has already occurred. For Letter of Credit transactions the Company applies for insurance only upon receipt of the original Letter of Credit. The Company arranges insurance solely as an intermediary; all claims shall be made directly to the insurer under the terms of the policy, and the Company shall not be liable for damage, loss or theft of any kind. 8.7 Insurance certificates and invoices are made available to the Customer, who is responsible for retaining them.
Condition of Items and disclaimer of warranties. 9.1 All Items are sold strictly “as is, where is”, with all faults and without warranty of any kind. To the fullest extent permitted by applicable law, the Company disclaims all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy of mileage, date of manufacture or specifications, and conformity with the regulations of the country of destination. 9.2 The Company supplies, where available, photographs, the Auction House inspection sheet together with a translation thereof, the dealer’s description or an additional inspection report obtained from the Auction House and, where practicable, may carry out or arrange a visual inspection of the Item before bidding. Any such inspection is a courtesy performed on the basis of the information reasonably observable at the time, does not constitute a technical, mechanical or structural survey and does not create any warranty as to the condition of the Item. Translations are supplied in good faith; in the event of discrepancy the original Japanese inspection sheet prevails. The Company is responsible solely for the information recorded in writing in the Customer’s account or confirmed from the Official Email; information given through unofficial channels within the meaning of Article 4 may not be relied upon. 9.3 Where photographs or inspection sheets are unavailable by reason of the Auction House or dealer, the Company is unable to supply them; where information appears to be missing or incorrect, the Customer shall notify the Company before bidding. 9.4 The Customer is solely responsible for evaluating the condition, specification, mileage, year of manufacture and suitability of an Item before bidding and shall not bid where any doubt remains; the submission of a Bid confirms that the Customer has done so and accepts the condition of the Item. 9.5 The Company shall not be liable where an Item ceases to function, develops a fault, is found to have concealed damage or fails any Japanese export inspection (including radiation screening) or any inspection at destination. Where repair is required to permit export, the Company may arrange it and all costs thereof shall be charged to the Customer in full. 9.6 Items are purchased from Japanese auctions and sellers. Although many Items were originally manufactured for the European market and may comply with European Union specifications, no representation is made as to compliance with the vehicle safety, emissions or homologation standards of any country, including the United States of America and the member states of the European Union, unless expressly confirmed in writing for a specific Item.
Cancellation and non-payment. 10.1 Purchases are final. Once an Item is recorded as “Won” or a stock purchase is confirmed, the Customer is bound to pay for it, and the Company does not accept cancellations save in the limited circumstances set out in this Article. 10.2 Where the Customer has won an Item it did not intend to purchase, a cancellation request received at the Official Email within one (1) hour of the close of the auction may, subject to Auction House rules, be accepted; Auction House cancellation penalties and a Company handling fee in accordance with the Price Plan apply. Where the Auction House does not permit cancellation, the Item remains the Customer’s and may be disposed of only by re-sale at auction or by such other method as the Company may recommend, at the Customer’s cost. 10.3 Items purchased outside live auctions, including tender auctions, fixed-price or stock purchases, wholesale purchases and direct dealer purchases, may not be cancelled under any circumstances. 10.4 Where the Customer is unable to pay by reason of an unforeseen event, the Company may at its sole discretion accept cancellation subject to fees and costs determined by the Company, including the full loss on re-sale. 10.5 Where the Balance is not paid in full within the period stated in Article 7.4 or the Price Plan, the Company shall contact the Customer by electronic mail to seek a resolution. Where no resolution is reached or the Customer fails to reply, the Company may unilaterally cancel the Transaction and re-sell the Item at auction or otherwise in order to recover the ninety per cent (90%) of the purchase price advanced by it together with all costs incurred. The Company shall calculate its loss, including the purchase price advanced, auction and re-sale fees, transport, storage, yard and administrative costs and any difference between the purchase price and the net re-sale proceeds, and shall set that loss off against the Customer’s Deposit, any payments made in respect of that Item and any other Deposit or paid but unshipped Item held for the same account. Any net proceeds of the re-sale remaining after the recovery of the Company’s advance and all transaction and re-sale costs shall be returned to the Customer from the Deposit; any shortfall shall remain payable by the Customer. This paragraph does not apply to balances outstanding under Article 7A, which are governed exclusively by Article 7A.4 and permit resale without prior contact or notice. 10.6 The Company may further cancel or decline any Transaction where it reasonably suspects fraud, a sanctions or export-control violation, misuse of the Platform or a breach of these Terms.
Limitation of liability and indemnity. 11.1 To the fullest extent permitted by applicable law, the total aggregate liability of the Company arising out of or in connection with any Transaction or these Terms, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the FOB Charges actually paid by the Customer to the Company in respect of the Item concerned. 11.2 In no event shall the Company be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, for loss of profit, revenue, business, goodwill or data, or for demurrage, storage, detention, import duties, taxes, homologation costs, penalties or re-export costs at destination, even if advised of the possibility of such damages. 11.3 Nothing in these Terms excludes or limits any liability that may not be excluded or limited under applicable law, including liability for fraud or wilful misconduct. 11.4 The Customer shall indemnify, defend and hold harmless the Company, its members, managers, employees, agents and the personnel of the Japan Office from and against any claim, loss, liability, penalty, fine, cost or expense (including reasonable attorneys’ fees) arising from (a) the Customer’s breach of these Terms; (b) the Customer’s import, registration, use or re-sale of an Item; (c) any inaccurate information or document supplied by the Customer; or (d) any violation of sanctions, export-control, customs or other laws by the Customer or its consignee.
Force majeure. The Company shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, earthquakes, typhoons, epidemics, war, terrorism, civil unrest, strikes, port closures, carrier or Auction House failures, cyber-attacks, changes in law or governmental action, sanctions and failures of banks, payment providers or telecommunications networks. Any time limit for performance affected by such an event is extended for its duration. This Article does not extend the Customer’s payment obligations, including the period stated in Article 7A.1.
Privacy and intellectual property. 13.1 The Company collects and stores the information supplied by the Customer, including identification documents, and uses it to operate the account, perform Transactions, comply with legal and compliance obligations and communicate with the Customer. Personal data is held in confidence and disclosed only to Company personnel and to such third parties as are strictly necessary for the performance of a Transaction, or as required by law, and may be transferred to and processed in the United States of America and Japan in accordance with the Japanese Act on the Protection of Personal Information and applicable United States law. Further details are set out in the privacy policy published on the Platform, which forms an integral part of these Terms. 13.2 All content on the Platform, including text, photographs, translations, graphics, logos, data compilations and software, is the property of the Company or its content suppliers and is protected by the copyright and trademark laws of the United States of America and Japan and by international treaties. The Customer may use the Platform solely for the purpose of evaluating and purchasing Items and shall not copy, scrape, reproduce, redistribute or commercially exploit any content without the prior written consent of the Company.
Governing law. 14.1 These Terms and every Transaction are governed by and construed in accordance with the following, applied in the following order of precedence: (a) the mandatory provisions of any applicable international convention or instrument, including the United Nations Convention on Contracts for the International Sale of Goods, the Incoterms rule stated on the Proforma Invoice, UCP 600 in respect of any Letter of Credit and the international conventions governing the carriage of goods by sea; (b) the laws of Japan, in respect of the purchase of the Item from the Auction House, its deregistration, export inspection and export from Japan and any matter arising from the performance of a Transaction within the territory of Japan; and (c) the federal laws of the United States of America and the laws of the State of Montana, in respect of the formation, validity and interpretation of the contract between the Customer and the Company, the Customer account, payment obligations and any matter not governed by paragraphs (a) or (b). 14.2 Where a conflict arises between the laws referred to in paragraphs (b) and (c) that cannot be resolved by the order of precedence, the Company shall be entitled to elect which of those laws applies to the matter in dispute, and such election shall bind the parties. 14.3 Irrespective of the governing law, the purchase, deregistration, inspection and export of Items from Japan are subject to Japanese law, Japanese customs regulations and the rules of the relevant Auction House; carriage by sea is subject to the carrier’s bill of lading terms; and any homologation or registration at destination is subject to the law of the country concerned.
Dispute resolution. 15.1 The parties shall first endeavour in good faith to resolve any dispute arising out of or in connection with these Terms or any Transaction by written negotiation through the Official Email for a period of thirty (30) days from the date on which either party notifies the other of the dispute. This paragraph does not suspend the payment period in Article 7A.1 or the Company’s right of resale under Article 7A.4. 15.2 Any dispute not so resolved shall be finally settled by binding arbitration administered, at the election of the Company, either by the Japan Commercial Arbitration Association in accordance with its Commercial Arbitration Rules with its seat in Tokyo, Japan, or by the International Centre for Dispute Resolution of the American Arbitration Association in accordance with its International Arbitration Rules with its seat in Kalispell, Montana, United States of America. The tribunal shall consist of a sole arbitrator, the language of the arbitration shall be English, and the award shall be final and binding and enforceable in any court of competent jurisdiction pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958). 15.3 Notwithstanding paragraph 15.2, the Company may bring proceedings for the recovery of unpaid amounts or for injunctive or interim relief before the Tokyo District Court, before the state or federal courts sitting in Flathead County, Montana, or before any court having jurisdiction over the Customer or its assets, and the Customer irrevocably submits to the jurisdiction of such courts. 15.4 Any claim by the Customer against the Company shall be commenced within one (1) year after the cause of action arises, failing which it is permanently barred. 15.5 Claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.
General provisions. 16.1 The Company may amend these Terms at any time by publishing the revised version on the Platform; the Customer is responsible for reviewing the Terms periodically, and continued use of the Platform following an amendment constitutes acceptance. Transactions in progress at the time of an amendment remain governed by the version in force on the date of purchase of the Item unless the Customer agrees otherwise. 16.2 Should any provision of these Terms be held invalid or unenforceable, the remaining provisions continue in full force and effect and the invalid provision is deemed replaced by a valid provision that most closely reflects its original intent. 16.3 Failure by the Company to enforce any provision does not constitute a waiver of its right to enforce that provision subsequently. 16.4 The Customer may not assign its rights or obligations under these Terms without the prior written consent of the Company; the Company may assign these Terms to an affiliate or successor. 16.5 These Terms are drafted in the English language; any translation is provided for convenience only and the English version prevails in the event of discrepancy. 16.6 Nothing in these Terms creates a partnership, joint venture, employment relationship or agency other than the limited purchasing agency described in Article 2. 16.7 Notices to the Company shall be sent to admin@wexjapan.com, or by post to WEXPORTAUTOS LLC at its principal office in Kalispell, Montana, identified in Article 1.1; the Company may also be reached by telephone at +81 70 3130 2955 for operational matters, it being understood that telephone communications are not an official channel within the meaning of Article 4. Notices to the Customer shall be sent to the electronic mail address registered on the Platform and are deemed received on the Business Day following transmission. 16.8 The price of any Item is the listed price or the winning Bid, together with the FOB Charges and other fees set out in the Price Plan; no return or exchange of any Item is possible and all sales are final.
Acceptance of these Terms and submission of a Bid. 17.1 Before any Bid can be submitted, the Platform displays these Terms and requires the Customer to tick a box confirming their acceptance and to click the button marked “Accept bid”. By ticking that box and clicking “Accept bid” the Customer expressly, freely and irrevocably declares and agrees that: (a) it has had the opportunity to read these Terms in full, has read and understood them, and accepts each and every one of their provisions without reservation, including in particular the provisions on the Deposit (Article 5), the discretionary nature of the bidding service and the binding effect of a Bid (Article 6), payment of the Balance (Article 7), the Part Payments regime, the mandatory settlement of outstanding balances within fifteen (15) calendar days after vessel departure and resale without notice (Article 7A), the sale of Items “as is, where is” without warranty (Article 9), the impossibility of cancellation and the consequences of non-payment (Article 10), the limitation of the Company’s liability (Article 11) and the governing law and dispute-resolution provisions (Articles 14 and 15); (b) it has been able to raise any question concerning the Item or these Terms with the Company before submitting the Bid and has either done so or elected not to; (c) the amount entered as the Maximum Budget is a firm, irrevocable and unconditional instruction to the Company to purchase the Item on its behalf at any price up to that amount, plus any overbid permitted under Article 6.8, and constitutes an offer to purchase which cannot be withdrawn once the auction has closed; (d) it is of legal age, has full legal capacity and, where acting for an entity, is duly authorised to bind that entity; (e) the information provided in its account is accurate and current and the Deposit has been remitted from funds of lawful origin. 17.2 The Customer agrees that ticking the acceptance box and clicking “Accept bid” constitute its electronic signature and manifest its assent to these Terms and to the Bid with the same legal force and effect as a handwritten signature on a paper contract, in accordance with the United States Electronic Signatures in Global and National Commerce Act, the Japanese Act on Electronic Signatures and Certification Business, and any equivalent applicable law, and that the Customer shall not contest the validity, enforceability or admissibility of the Bid or of its acceptance of these Terms on the ground that they were concluded or evidenced electronically. 17.3 The Company records, for each Bid, the date and time of acceptance, the version of these Terms accepted, the Customer account from which the Bid was submitted, the Item and Maximum Budget entered and the technical data of the session (including the IP address). The Customer agrees that these records constitute conclusive evidence of its acceptance of these Terms and of the content of the Bid, and that the absence of a physical signature or of a countersigned document shall not affect their validity. 17.4 The acceptance given under this Article applies to the Bid submitted and to every subsequent act of the same Transaction (negotiation, award, invoicing, payment, shipment and delivery), and is renewed each time the Customer submits a further Bid. Where these Terms have been amended since a previous acceptance, the version displayed and accepted at the time of the new Bid governs that Bid. 17.5 A Customer who does not agree with any provision of these Terms shall not tick the acceptance box or click “Accept bid”; no Bid will be received by the Company without such acceptance. Once the Customer has clicked “Accept bid”, it acknowledges that it has no right of withdrawal, cooling-off period or right to change its mind other than as expressly provided in Article 10, and that any Item purchased pursuant to that Bid is its sole responsibility, including the obligation to pay the full Balance within the agreed period and to accept the Item in the condition in which it was purchased. 17.6 The Customer may request a copy of the version of these Terms accepted for any Bid by writing to admin@wexjapan.com, and is advised to save or print a copy of these Terms at the time of acceptance.