Article 1 (Definition)
The definition of the terms of these Terms shall be as follows:
- "Agreement" shall mean the agreement between Company and Buyer regarding the use of Services by Buyer.
- "Applicant(s)" shall mean the person or entity which desires to be registered on CardealPage.
- "Anti-Social Forces" shall mean an organized crime group, a person who is a member of an organized crime group or within 5 years after leaving an organized crime group, an associate member of an organized crime group, an affiliate company of an organized crime group, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, etc., a crime group specialized in intellectual crimes, or other persons or entities equivalent to the foregoing.
- "Buyer(s)" shall mean the person or entity which provides Buyer’s Information to Company and registers on CardealPage.
- "Buyer’s Information" shall collectively mean Buyer’s name, address, telephone number and other Buyer information as required by Company.
- "Cardeal Inspection" shall mean the inspection service for Posted Inventory selected by Buyer of which the inspector designated by Company inspects the condition of Sold Vehicle at the time of departure from the port and the Company reports the inspection result to Buyer.
- "CardealPage" shall mean the website (https://www.cardealpage.com) operated and maintained by Company.
- "CardealPage Option Service" shall collectively mean Cardeal Protection, Cardeal Inspection, ZAMPOST Option and other option services provided by Company to Buyer.
- "Cardeal Protection" shall mean the service of when Purchase Price paid by Buyer in accordance with Proforma Invoice arrives to the bank account designated by Company, Company maintains such Purchase Price as escrow, and remits such Purchase Price to Seller after Seller submits to Company the copies of Bill of Lading, Certificate of Registration Deletion or Certificate of Notice of Planned Export, and other documents necessary for Buyer to import the Posted Inventory.
- "Chat System" shall mean the chat system on CardealPage.
- "CIP" shall mean the Car Information Page on which detailed information of the Posted Inventory is posted.
- "Company" shall mean CardealPage Co., Ltd.
- "Contents" shall mean documents, pictures, images, video or other information posted on CardealPage by Company or Seller.
- "IDs" shall collectively mean ID and password required for the use of Services, issued by Company to Buyer.
- "Invoice" shall mean the invoice for the Posted Inventory issued by Seller to Buyer through CardealPage.
- "Payment Statement" shall mean payment statements by which Buyer evidences the remittance of Purchase Price to the bank account designated by Company.
- "Posted Inventory" shall mean Seller’s inventory vehicle posted on CardealPage by Seller.
- "Purchase Price" shall mean the total amount of the purchase price for Posted Inventory and the option fee for Services indicated on the Proforma Invoice.
- "Seller(s)" shall mean the person or entity which posts and sells Posted Inventory on CardealPage.
- "Services" shall collectively mean the services provided by Company to Buyer on CardealPage.
- "Sold Vehicle" shall mean the Posted Inventory subject to the sales agreement concluded between Buyer and Seller.
- "Under Offer Period" shall mean the period during which Seller shall maintain the Posted Inventory for sales to a certain Buyer and is prohibited from issuing a new Proforma Invoice for the same Posted Inventory.
- "ZAMPOST Option" shall mean the service enabling Buyer to pay the Purchase Price of the Posted Inventory through Zambia Postal Service Corporation (ZAMPOST).
Article 2 (Scope of these Terms)
These Terms shall apply to any and all use of the Services by every Buyer.
Article 3 (Buyer Registration and Issuance of IDs)
- Applicant shall apply for registration by agreeing to these Terms and entering Buyer’s Information through the registration page of CardealPage.
- Company shall issue the IDs attended to the registered email address of Applicant as provided in the preceding paragraph. 1 set of IDs shall be issued per email address.
- Agreement between the Company and Applicant shall conclude when Company completes issuance of IDs provided in the preceding paragraph.
- Buyer shall strictly maintain its IDs and shall not assign, lend nor disclose the IDs to any third party.
- Company shall not be liable for any damages arising out of breach of the preceding paragraph by Buyer nor loss or divulgence of the IDs by Buyer, and if Company incurs any damage due to the above, Buyer shall indemnify for any such damage.
If any of the following event occurs, Company may cancel the registration provided in paragraph 1 and terminate the Agreement without providing any demands or otherwise undergoing any procedures:
- Any false statement or deficiency included in the Buyer’s Information registered pursuant to paragraph 1;
- Buyer has been subject to suspension of Services due to violation of laws, regulations, these Terms or alike in the past;
- Buyer does not exist;
- Buyer is in violation of these Terms or the Agreement; or,
- Company acknowledges other reasonable grounds for Company to cancel the registration of the Buyer.
- Should there be any change in Buyer’s Information, Buyer shall immediately notify Company. Buyer shall indemnify for any damages incurred to Company or Seller in connection with the failure of Buyer to provide such notice; further, Company and Seller shall not be liable whatsoever for any damages incurred to Buyer.
Article 4 (Sales of the Posted Inventory)
Inquiry to Seller
Buyer must use Chat System to send inquiries to Seller regarding Posted Inventory and to undergo any business discussions. Buyer is prohibited from contacting Seller through channels other than Chat System. Company shall not be liable whatsoever for any issues or damages incurred to Buyer due to incompliance of the above.
Issuance of Proforma Invoice
If Buyer desires to purchase Posted Inventory, Buyer shall request Seller to issue a Proforma Invoice, and Seller shall issue the Proforma Invoice with the effective period of 7 days from the issued date through Chat System.
Use of Cardeal Protection
In the event Buyer desires to enter into a sales agreement regarding a Posted Inventory between Seller, Buyer acknowledges and agrees to use Cardeal Protection for paying the Purchase Price.
Extension of expiration date of Proforma Invoice etc.
- If Buyer desires to enter into a sales agreement regarding a Posted Inventory between Seller, Buyer shall either transfer the Purchase Price to the bank account designated by Company or pay the Purchase Price to ZAMPOST during the effective period of the Proforma Invoice, and upload the Payment Statement on Chat System.
- In the case of the preceding item, Company will confirm with Seller whether the Seller will accept to sell the subject Posted Inventory to Buyer. If Seller accepts, the expiration date of the Proforma Invoice shall be extended for 14 days from the date of such acceptance. The period from the date of such acceptance until the extended expiration date of the Proforma Invoice shall be regarded as the Under Offer Period. Regardless of the foregoing, the Proforma Invoices issued by Seller to other Buyers prior to the Under Offer Period shall continue to be effective.
Conclusion of Sales Agreement
The sales agreement for the Posted Inventory shall be deemed concluded between Seller and the Buyer whose payment of the entire Purchase Price first arrives to the bank account designated by Company during the effective period of the Proforma Invoice (or, in case certain Buyers pays the Purchase Price by ZAMPOST Option, between the first Buyer who has paid the entire Purchase Price to ZAMPOST and notifies such payment to Company through ZAMPOST). The sales agreement shall be deemed concluded at the time Company confirms the arrival of the entire Purchase Price to the bank account designated by Company (or, in case certain Buyers pays the Purchase Price by ZAMPOST Option, at the time ZAMPOST notifies Company that the Buyer has paid the entire Purchase Price to ZAMPOST).
No Conclusion of Sales Agreement
- If a certain Buyer pays the Purchase Price to the bank account designated by Company but the sales agreement is not concluded between Seller, Buyer may select from either a refund of the Purchase Price or purchase of another Posted Inventory.
- If Buyer selects refund of Purchase Price based on the preceding item, Company shall refund the Purchase Price to the Buyer as follows. In such event, the payment commission shall be borne by Company, and the exchange-rate profit shall belong to Company.
- If Purchase Price arrives during the effective period of the Proforma Invoice:
Company shall refund the entire Purchase Price to the Buyer. The exchange-rate loss shall be borne by Company.
- If Purchase Price arrives after the effective period of the Proforma Invoice:
Company shall refund the remaining amount after deducting Cardeal Protection fee from Purchase Price to Buyer. The exchange-rate loss shall be borne by Buyer.
Payment of Purchase Price by Company to Seller
Company will compare the copies of Certificate of Export Inspection (applicable only if export inspection fees are indicated on Invoice, Seller actually performs export inspection, and exporting country of Sold Vehicle issues Certificate of Export Inspection) and Bill of Lading, and either the Certificate of Registration Deletion or Certificate of Notice of Planned Export respectively provided by Seller to Company, with the Posted Inventory information, place of destination, and other information provided by Seller. If no difference or deficiency is identified, Company will deduct the option fees for the Services from the Purchase Price deposited by Buyer, and remit the remaining amount to Seller within 2 business days from the receipt of copies of Bill of Lading etc.
Deficiency of Bill of Lading etc.
- If any difference or deficiency is identified during the aforementioned comparison, Seller shall either obtain Buyer’s approval or correct the Bill of Lading etc. Company shall confirm that Seller either obtains Buyer’s approval or corrects the Bill of Lading etc., and after such confirmation, remit the remaining amount to Seller within 2 business days from the receipt of copies of Bill of Lading etc. In such event, the payment commission shall be borne by Company.
- In case of the preceding item, if Seller cannot obtain Buyer’s approval nor correct the Bill of Lading etc., Seller shall discuss with Buyer, and Company shall, pursuant to the result of such discussion, either pay the Purchase Price to Seller or deduct the Cardeal Protection fee from Purchase Price and refund the remaining amount to Buyer. In such event, the payment commission and exchange-rate loss shall be borne by Company, and exchange-rate profit shall belong to Company.
Delivery of Export Documents
Seller shall deliver export documents to Buyer by means of international courier with tracking service, and notify the tracking number to Buyer through Chat System.
Article 5 (CardealPage Option Services)
Cardeal Protection fee shall be US$130 per vehicle. Buyer shall pay Company such fees by bank transfer to the bank account designated by Company.
- Cardeal Inspection fee shall be US$100 per vehicle. Buyer shall pay Company such fees by bank transfer to the bank account designated by Company.
- If any defect is identified regarding the condition of the Sold Vehicle as a result of Cardeal Inspection, Company will inform Seller of such defect and Buyer shall resolve it upon discussion with Seller.
- In case any defect is identified as a result of Cardeal Inspection, upon discussion, Buyer and Seller shall decide either to demand delivery of the Posted Inventory accepting the identified defect of the Sold Vehicle, to demand repair of the Posted Inventory, or to terminate the sales agreement.
- In the case of the preceding item, if Buyer selects to demand repair of the Posted Inventory, the inspector designated by Company will perform re-inspection after Seller’s repair.
- If Company judges that the repair of the Posted Inventory is complete as a result of re-inspection provided in the preceding item, Company will notify Seller and Buyer of such judgment. If the Posted Inventory does not pass the re-inspection provided in the preceding item, Company is entitled to forcibly terminate the sales agreement for such Posted Inventory by issuing a notice to Seller and Buyer.
- In case of the preceding items (2) and (3), if Buyer selects to terminate the sales agreement for the Posted Inventory, Company will deduct the Cardeal Protection fee and Cardeal Inspection fee from Purchase Price received from Buyer and refund to Buyer the remaining amount. In such event, the payment commission and exchange-rate loss shall be borne by Company and exchange-rate profit shall belong to Company.
Fee for ZAMPOST Option
Buyer shall pay to Company the fee for ZAMPOST Option provided in the Proforma Invoice together with Purchase Price by bank transfer to the bank account designated by Company.
Article 6 (Complaints and Termination of Sales Agreement)
Resolution by Discussion
Should any dispute arise between Buyer and Seller, Buyer shall make effort to resolve such dispute amicably upon discussion with Seller. Company will not be responsible whatsoever for any dispute between Buyer and Seller.
Recommendation of Cardeal Inspection
- Buyer shall purchase the Posted Inventory with acknowledgment of a possible defect, deterioration of condition, or other issues given the nature of a used car.
- Company recommends Buyer to purchase Cardeal Inspection in order to reduce such risks mentioned in the preceding item.
Submission of Complaints and Complaint Handling
Submission of complaints by Buyer against Seller, and the handling of such complaints by Company and Seller shall be in accordance with the following:
- Should there be any defect into the Sold Vehicle when the Sold Vehicle arrives at the port designated by Buyer, Buyer shall submit a complaint regarding such defect through Chat System within 7 days from the date the Sold Vehicle arrives at the port designated by Buyer.
- Buyer shall notify Seller of the report obtained from the freight forwarder at the port with details of such defect into the Sold Vehicle through Chat System within 7 days from the date of which the complaint provided in the preceding item has been submitted.
- Should there be any necessity to carry in the Sold Vehicle to a maintenance factory to confirm the details of the defect, repair cost etc., Buyer shall carry in the Sold Vehicle to maintenance factory designated by Company within 7 days from the instruction by Seller and have the condition of the Sold Vehicle confirmed. The cost associated with the confirmation of condition of the Sold Vehicle shall be borne by Buyer if the Sold Vehicle is subject to waiver provided in paragraph 4, and otherwise shall be borne by Seller.
- If Buyer does not take the required actions within the period provided in the preceding items (1) to (3), neither Company nor Seller shall be obligated to correspond with the complaints.
- Buyer is entitled to submit only one complaint per Sold Vehicle unless otherwise approved by the Company.
- If the Sold Vehicle is not subject to waiver provided in paragraph 4, Seller shall be responsible for paying the repair cost of the Sold Vehicle to the maintenance factory designated by the Company.
Waiver and Upper Limit
Seller shall be waived from any liability arising from complaints regarding minor issues where the estimated repair cost is $300 or under and any complaints regarding consumables.
Upper limit of the amount of possible reduction based on a complaint shall be 15% of the CIF price.
Regardless of the foregoing, if the statement of conditions of the vehicle provided by Seller on CIP turns out to be false, these limitations of liability shall not be applied.
Handling of Complaints concerning Material Issues
Regardless of the foregoing clauses, complaints concerning material issues shall be handled pursuant to Schedule 1.
Discussion between Company and Seller or Buyer
Regardless of the foregoing clauses, if Seller and Buyer are not able to resolve a complaint or other disputes, Company may discuss with Seller and Buyer regarding the settlement of such complaints or other disputes in light of the respective details.
Measures of When Seller Had Canceled Its Membership
If Seller had canceled its membership by the time Buyer submits complaint, Company may contact the Seller with respect to the complaint and discuss with Seller and Buyer regarding possible settlements.
Article 7 (Effectiveness of Services)
Buyer acknowledges and agrees that Company does not warrant any result or effectiveness with regards to conclusion of a sales agreement etc. between Buyer and Seller at providing the Services.
Article 8 (Handling of Buyer’s Information etc.)
- Company will appropriately handle Buyer’s Information in compliance with Act on the Protection of Personal Information and Company’s policy regarding protection of personal information.
- Company may directly contact Buyer from time to time for the purpose of questionnaire survey for improving its Services, providing Cardeal Protection, providing information regarding Company’s affiliates, settling disputes between Buyer and Seller, or for other purposes.
Article 9 (Intellectual Property Rights)
Copyright, and any and all other rights in and to the Contents or other information shall belong to Company or Seller as the case may be.
Article 10 (No Warranty)
- Seller shall be responsible for the effectiveness, suitability, integrity, accuracy, safety, lawfulness, recency and authenticity, etc. of the information regarding Posted Inventory posted or provided for view on CardealPage. Company shall not be responsible for the foregoing.
- Buyer shall be responsible for final confirmation of the information regarding Posted Inventory posted or provided for view on CardealPage by directly contacting Seller.
- Buyer shall research import duties, import restrictions, etc. regarding the import of the Sold Vehicle at its own cost and responsibility. Company and Seller shall not be liable for any damage whatsoever incurred by Buyer in connection with the import duties, import restrictions, etc.
Article 11 (Waiver)
Buyer hereby waives Company from any liability for any damage caused by any of the following items when using the Services:
- Temporary suspension of the Services due to any failure, maintenance, etc. of the communication environment used for providing the Services;
- Issues regarding the system used for Services and associated opportunity loss;
- Loss of data due to damage or other causes regarding the server for operating the Services; and,
- Failure for Company to perform its duties provided in these Terms due to an act of God, natural calamity, or other force majeure events.
Article 12 (Prohibited Actions)
Buyer is prohibited from conducting any of the following actions in connection with the Services:
- Any action which infringes or may infringe any property (including copyright or other intellectual property rights), reputation, privacy, or other rights of Company, Seller, other Buyers, or other third parties;
- Any action which causes or may cause disadvantage or damage to Company, Seller, other Buyers, or other third parties;
- Any action to collect or store, or may collect or store, any personal information of Company, Seller, other Buyers, or other third parties;
- Any action which slanders Company, Seller, other Buyers, or other third parties;
- Criminal action, any action connected to crime, or any action which may lead to the foregoing;
- Any action which is, or threatens to be, contrary to public order and morality;
- Any action to disclose or provide any information which is contrary to public order and morality to Company, Seller, other Buyers, or other third parties;
- Election campaign or any equivalent actions;
- Any activity in relation with sexual mores, religion, politics, or any equivalent action;
- Any profit purpose actions, including preliminary actions, on CaerdealPage;
- Any action to disclose or send by email etc. any chain letters, spam mails, junk emails, or information for the purpose of soliciting endless money chains, multilevel merchandising or the like;
- Any action to disclose or send by email etc. any harmful program or information such as computer virus;
- Unauthorized access to CardealPage;
- Access to CardealPage with an injustice purpose;
- Any action to obstruct the provision of Services;
- Any action which violates or may violate laws and regulations;
- Any action to cause, assist, or may cause or assist a third party to conduct any of the preceding actions; and,
- Other than the preceding actions, any action the Company deems inappropriate.
Article 13 (Exclusion of Anti-Social Forces)
Buyer represents and warrants that it does not fall under any of the following items:
- Anti-social forces;
- Person or entity which its management is controlling by or substantially affected by anti-social forces, or otherwise which has a socially reprehensible relationship between anti-social forces;
- Person or entity wrongfully taking advantage of anti-social forces, such as by way of unjust profits for its own or a third party’s benefit, or by way of offending a third party; and,
- Person or entity supporting anti-social forces such as by way of providing funds or convenience.
Buyer agrees not to, and not to cause any third party to, conduct any of the following actions:
- Violent demands, and unjust demands beyond legal responsibility;
- To impair credibility of the Company or to interfere Company’s business by assaulting statements or actions, violent actions, dissemination, fraud or forcible obstruction; or,
- Any other actions equivalent to the preceding items.
If Buyer breaches any of the preceding two paragraphs, Company may terminate the Agreement and any other agreements between Company and Buyer.
Article 14 (Damages etc.)
- If Buyer causes any damage to Company or Seller by breaching the Agreement or these Terms, Buyer shall indemnify Company or Seller for any damage (including legal fees) incurred.
- Buyer shall conduct all transactions between Seller in connection with the Services on its own responsibility and risk. Company will take no part in the transaction between Buyer and Seller unless these Terms provide specific provisions or otherwise Company deems necessary. In any event, Company will not be responsible whatsoever for any damage arising out of issues or disputes between Seller and Buyer.
Article 15 (Late Payment Charge)
If Buyer delays in performing its monetary debt under the Agreement, Buyer shall pay to Company late payment charge at the rate of 14.6% per annum from the date following the due date until payment is made in full.
Article 16 (Limitation of Assignment)
Buyer must not assign, transfer, or encumber any of its rights, obligations, or its status as contracting party under the Agreement to any third party.
Article 17 (Severability)
If any provision of the Agreement or these Terms is found invalid or unenforceable, the remaining provisions of the Agreement or these Terms shall not be affected and shall remain valid and enforceable to the extent permitted under applicable laws.
The provision found invalid shall be deemed to be replaced by a valid and enforceable provision which has the closest meaning to the agreement entered into by the parties.
Article 18 (Amendment of these Terms)
Company may amend these Terms at any time, and if Buyer continues to use the Services after the amendment of these Terms, Buyer shall be deemed have agreed to the amended Terms.
Article 19 (Alteration of the Services)
- Company may alter or discontinue all or a part of the Services at any time for any reason. Company shall not be liable for any damage incurred by Buyer due to such alteration or discontinuance.
- If Buyer continues to use the Services after the alteration provided in the preceding paragraph, Buyer shall be deemed to have agreed to use the Services in accordance with the alteration.
Article 20 (Consultation)
If any matter not stipulated in the Agreement nor these Terms arises, or if any questions regarding interpretation of the Agreement or these Terms arises, Company and Buyer shall settle through mutual consultation in good faith.
Article 21 (Jurisdiction)
The Agreement and these Terms shall be governed by and construed in accordance with the laws of Japan.
Article 22 (Arbitration)
All disputes, controversy, or differences in opinion between the parties arising out of or relating to the Agreement or these Terms shall be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association.