Terms and Conditions

ORDER TERMS

Other terms and conditions not inconsistent with this Agreement shall be specified in a separate Price Quotation.

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1) Products will be shipped by FOB Japan only.

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The purchase price for each Product shall be in Japanese Yen (¥) and is listed in a separate Price Quotation, which may be updated by Our company from time to time, upon written notice to Purchaser. Products will ship from any port in Japan (i.e., the purchase prices and delivery terms are F.O.B. Japan).

Pricing is subject to change at any time, in accordance with contracts and price quotations. The Purchaser shall be notified promptly of any changes in Product price and costs of business. No purchase order shall be binding unless acknowledged in writing (or electronically) by Our company. In the event the terms of any purchase order conflict with this agreement, this agreement will control.

Purchaser is responsible for all costs, including freight, customs, insurance, etc., associated with shipping from the F.O.B. point to end location, unless otherwise specified in the Price Quotation.

Please understand that the purchase amount will be paid in Japanese yen only, and that the item will be shipped after payment is completed.

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2) Depending on availability, the lead time to shipment may be up to 100 days.

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Payment terms will be in advance of shipment. Payment methods include wire transfer. Our company may require a lead time of up to 100 days before shipment of Products, depending on Product stock levels in Our company warehouse.

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3) Notify lost / damaged / delivery errors within 30 days of receipt of package.

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Purchaser shall notify Our company of any shortages, damages, or miss-shipments within 30 days of receipt of a shipment. After 30 days, if there is no notification of shortages or miss-shipments, the shipment is deemed to be correct and in good order.

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4) The end product is not guaranteed and all responsibility lies with the purchaser.

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Our company WILL NOT assume, and hereby specifically disclaims, any form of liability, written or implied, with respect to any End Product into which any Product is incorporated. The Purchaser will assume the full risk and liability for the use of the Engines in the End Products, and agrees to indemnify and hold harmless Our company against the same as well as any costs, liabilities, claims arising out of or related to the same. In the event any end-user warranty is provided with the End Product, such end-user warranty shall specifically state that Purchaser is the sole and exclusive warrantor thereof.

Please understand that the OEM warranty does not apply to purchase transactions with us.

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5) The engine certification procedure is not performed.

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Purchaser must be responsible for all certifications required for the final consumer product. Our company DOES NOT accept responsibility to certify the Engines for use in any device outside of HZ Products.

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6) Do not use this product for military or vehicle use.

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This product is intended for hobby use only, not military or vehicle use. Please note that we are not responsible for non-hobby use.

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7) Provision of spare parts

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Our company shall provide spare parts support for the Products to the Purchaser on a commercially reasonable basis (as determined and modified from time to time by Our company). Our company can supply a spare parts list to the Purchaser, along with pricing and discounts.

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8) About resale of product

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Distributors refrain from selling products in areas we have exclusively assigned to other distributors or where we reserve, as we advise in writing from time to time.

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9) Limitation of liability

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In any case, neither party will be liable for any loss of profit or any other indirect or indirect loss or damage resulting from or related to this contract or the manufacture or sale of the engine. No responsibility is assumed.

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10) Confidentiality

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Neither Our company nor Purchaser shall divulge any information deemed “confidential” to third parties without the consent of Our company. Confidential information shall include, but is not limited to: Engine specifications, Engine and spare parts pricing, Engine and spare parts supply terms, and any other product or supply information passed between Our company and the purchaser.

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11) Understand that intellectual property rights belong to Husqvarna Zenoah(HZ) in Japan.

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Purchaser recognizes that HZ (or its affiliated companies), are the sole owners of all catalogues, brochures, manuals, graphic material, patents, copyrights, trademarks, trade name, design rights and other intellectual property rights and know-how including discoveries, inventions, technical information, procedures, manufacturing or other processes and software connected to the Products or the supply and service thereof (“IP”) and that Purchaser shall claim no rights to the same. Purchaser refrains from and waives forever, in favor of HZ, its subsidiaries or licensors, all rights in any words or symbols or other IP, and that Purchaser shall cease to use such words or symbols or other IP at the termination of this Agreement.

Purchaser acknowledges that, to the extent any of the Products are branded with any trademarks belonging to HZ (including the trademark “Zenoah”), Purchaser shall strictly comply with such trademark and advertising guidelines as may be promulgated by HZ from time to time. Without limiting the generality of the foregoing, any Products that are “Whole Engines” may only be resold by Purchaser in its original packaging without any change or addition to the external appearance or branding.

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