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Terms & Conditions

These Terms and Conditions of Sale ("Terms") shall apply to and form an integral part of all agreements for the sale of goods ("Goods") in Japan Industrial Direct (https://industrialdirect.jp/) ("Site") managed by Yoriyasu Corporation, a corporation organized and existing under the laws of Japan, with its principal place of business at Ozawa Building 7F 701-2, Tsujido Kandai 1-3-39, Fujisawa-shi, Kanagawa-ken, Japan (the "Company") to you (the "Customer").

The Site is intended for sales to business customers (B2B) and not for sales to individual consumers for personal, family, or household use. The Customer represents and warrants that it is purchasing Goods for its own internal business, commercial, or professional purposes, and not as a "consumer" under any applicable law.

BY PLACING AN ORDER IN THE SITE, THE CUSTOMER AGREES TO BE BOUND BY THESE TERMS. NO MODIFICATION OR ADDITION TO THESE TERMS SHALL BE BINDING UPON THE COMPANY UNLESS AGREED TO IN WRITING BY ITS DULY AUTHORIZED REPRESENTATIVE.

1. DEFINITIONS

1.1. In these Terms, unless the context otherwise requires:

  • "Contract" means the contract for the purchase and sale of the Goods, comprising the Quotation, the Order Confirmation, and these Terms.
  • "Customer" means the entity or person purchasing Goods from the Company.
  • "Goods" means the factory automation equipment, tools, semiconductors, and/or any other items supplied or to be supplied by the Company to the Customer.
  • "Order Confirmation" means the written confirmation issued by the Company accepting the Customer's order.
  • "Quotation" means the written quotation or proposal issued by the Company for the supply of Goods.
  • "Writing" includes communications effected by electronic or facsimile transmission or similar means.

2. BASIS OF SALE

2.1. These Terms shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. Any quotation given by the Company is not a binding offer and is only valid for a period of fourteen (14) days from its date of issue, unless otherwise specified therein.

2.3. No order submitted by the Customer shall be deemed accepted by the Company until the Company issues a written Order Confirmation. The Contract shall be formed upon the issuance of such Order Confirmation.

2.4. The Company reserves the right to cancel any order accepted (i.e., for which an Order Confirmation has been issued) without liability to the Customer, if the Goods become unavailable, obsolete, or are otherwise impossible to procure for reasons beyond the Company's reasonable control (including but not limited to supplier discontinuation or insolvency). In such event, the Company shall promptly notify the Customer and refund any payment already made by the Customer for the cancelled order, which shall be the Customer's sole and exclusive remedy.

2.5. Notwithstanding Clause 2.3, the Company reserves the right to refuse, cancel, or not to fulfill any order at its sole discretion, even after an Order Confirmation has been issued, if the Company suspects fraudulent activity, if the order is incomplete or incorrect, or if the Customer does not provide sufficient guarantees of solvency. If the Company cancels an order under this clause for which payment has already been made, its sole liability shall be to refund the amount paid by the Customer.

3. GOODS

3.1. The Customer acknowledges that the Company is not an authorized distributor or reseller for the manufacturers of the Goods. Accordingly, the Goods may not be covered by the manufacturer's warranty and may be of an older series or version than those available from the manufacturer.

3.2. Any illustrations, photographs, or descriptions provided by the Company are intended as a guide only and shall not be binding on the Company. The specification for the Goods shall be that set out in the Company's sales documentation unless varied expressly in the Customer's order and accepted by the Company.

4. PRICE AND PAYMENT

4.1. The price for the Goods shall be the price set forth in the Quotation, or as otherwise agreed in Writing.

4.2. The price is exclusive of any applicable value-added tax (VAT), sales tax, excise, or similar taxes, as well as charges for packaging and transport, which the Customer shall be additionally liable to pay either to the Company or directly to the relevant third-party claimants (such as customs or local tax authorities).

4.3. Subject to any special terms agreed in Writing, payment for the Goods shall be made 100% in advance. The Company shall arrange for and dispatch the Goods only after receipt of such payment is confirmed.

4.4. The Customer shall pay the price of the Goods without any deduction, credit, or set-off, in accordance with such credit terms as may have been agreed in Writing. If no credit terms have been agreed, payment shall be made in full in advance of shipment.

4.5. Time for payment of the price shall be of the essence of the Contract.

4.6. In the event that any Goods are listed at an incorrect price due to typographical error, human error, or system error, the Company shall have the right to refuse or cancel any orders placed for Goods listed at the incorrect price. The Company shall have this right regardless of whether the order has been confirmed (i.e., an Order Confirmation has been issued) and payment has been made. If payment has already been made for the purchase and the order is cancelled, the Company shall immediately issue a full refund to the Customer.

5. DELIVERY AND PERFORMANCE

5.1. Delivery of the Goods shall be made in accordance with the delivery terms specified in the Order Confirmation, which shall be interpreted in accordance with Incoterms 2020. Unless otherwise specified, delivery shall be FCA (Free Carrier) at the Company's designated premises in Japan.

5.2. Upon delivery to the carrier, risk of loss of or damage to the Goods shall pass to the Customer, and the Company's responsibility for delivery shall cease.

5.3. Any dates quoted for delivery are approximate only, and the Company shall not be liable for any delay in delivery of the Goods however caused.

5.4. If the Customer fails to take delivery of the Goods (including failing to provide necessary import/customs instructions or documentation) or if the carrier is unable to deliver the Goods after a reasonable number of attempts due to the Customer's fault, the Company shall be entitled to store the Goods at the Customer's sole risk and expense. Furthermore, the Company may, at its discretion, deem the Contract terminated and cancel the order. In such an event, the Company shall be entitled to refund any price paid by the Customer, less all costs and losses incurred by the Company as a result of the Customer's failure, including (but not limited to) storage fees, return freight charges, and any associated administrative costs.

5.5. The Customer shall inspect the Goods immediately upon receipt. The Customer must examine the external condition of the packaging and check that the number of packages delivered corresponds to the transport document. Any external damage to the packaging or mismatch in the number of packages must be immediately objected to the carrier by noting "Received with Reservation (Subject to Inspection)" or similar wording on the carrier's delivery document. Once the delivery document has been signed without such reservation, the Customer may not object to any external (patent) defects of the delivered Goods.

6. INTERNATIONAL SHIPMENTS; CUSTOMS

6.1. For Goods ordered from outside of Japan, the Customer is the importer of record and is solely responsible for complying with all laws and regulations of the destination country.

6.2. The Customer shall be liable for all import duties, taxes, and customs clearance charges. The Company has no control over these charges and assumes no liability in connection therewith.

7. WARRANTY AND DEFECTS

7.1. The Company provides a limited warranty that for a period of three (3) months from the date of delivery, the Goods will be free from material defects in workmanship. This warranty is provided in lieu of any manufacturer's warranty.

7.2. The foregoing warranty is subject to the following conditions: (a) The Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company's instructions, misuse, or alteration or repair of the Goods without the Company's approval. (b) The Customer must give written notice of any alleged defect to the Company within seven (7) days of the time when the Customer discovers or ought to have discovered the defect. (c) The warranty is granted strictly limited to the Goods sold by the Company. The Company shall not be liable for any secondary or consequential damages whatsoever, including but not limited to failures or damages to machinery or equipment in which the Goods sold by the Company were incorporated. (d) The Company does not warrant the specific firmware version of any Goods (such as PLCs or other digital equipment). The Customer is responsible for verifying compatibility before purchase, and any incompatibility due to firmware versions shall not be considered a defect. (e) As acknowledged in Clause 3.1, the Goods may be of an older series, refurbished, or used. Therefore, this warranty does not cover aesthetic or non-functional defects, including but not limited to, scratches, signs of wear, discoloration, or the absence of non-essential accessories.

7.3. Where any valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods is notified to the Company in accordance with these Terms, the Company shall be entitled, at its sole discretion, to either replace the Goods free of charge or refund to the Customer the price of the Goods, but the Company shall have no further liability to the Customer.

7.4. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL WARRANTIES, CONDITIONS, OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

7.5. Statute of Limitations on Claims. Any legal action or claim by the Customer arising from or relating to an alleged defect or breach of the warranty provided in Clause 7.1 must be commenced within three (3) months from the date of delivery of the Goods. After this period, all such claims shall be deemed permanently time-barred and waived, regardless of whether the defect was discovered or discoverable within that period.

8. LIMITATION OF LIABILITY

8.1. Nothing in these Terms shall limit or exclude the Company's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

8.2. Subject to Clause 8.1:

  • The Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
  • The Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed the Contract Price of the Goods to which the claim relates.

9. CANCELLATION

9.1. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of purchasing back-order components, transport costs, and customs charges), damages, collection and currency exchange fees, and other expenses incurred by the Company as a result of such cancellation. In addition to the foregoing, the Company reserves the right to charge a cancellation fee equal to a percentage of the value of the cancelled Goods (e.g., 40%), which shall be communicated to and confirmed by the Customer as a condition of the Company's agreement to the cancellation.

10. GENERAL PROVISIONS

10.1. Assignment. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

10.2. Force Majeure. The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations if the delay or failure was due to any cause beyond the Company's reasonable control, including but not limited to, acts of God, war (whether declared or not), riots, natural disasters (such as earthquakes, floods, or typhoons), epidemics, pandemics, or acts of any governmental authority.

10.3. Waiver. No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.

10.4. Severability. If any provision of these Terms is found by any court or competent authority to be unlawful, invalid or unenforceable, that provision shall be deemed severed from the remainder of these Terms, which shall continue to be valid and enforceable.

10.5. Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

10.6. Third Party Rights. A person who is not a party to the Contract shall have no rights under it to enforce any of its terms.

10.7. Notices. All notices under these Terms shall be in Writing and be deemed duly given if signed by a duly authorized officer of the Party giving the notice.

10.8. Governing Law and Jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of Japan. The parties irrevocably agree that the Tokyo District Court shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

10.9. Intellectual Property. All trademarks, logos, and service marks displayed on the Site are the property of their respective owners (whether the Company or third-party manufacturers). The Customer is not permitted to use these marks without the prior written consent of the Company or such third party that may own the marks. The use of third-party logos or brand names on the Site does not constitute an endorsement of or association with the Company.