Logistics Terms and Conditions

Chapter 1 General Provisions

Article 1 (Scope)

These Logistics Terms and Conditions (hereinafter referred to as the "Terms and Conditions") shall apply to the contract between the Customer and Cyterrace Co., Ltd. (hereinafter referred to as the "Company") concerning the export agency services of shipments from Japan to outside of Japan, where there is no special written agreement including contract documents.
Matters not stated in the Terms and Conditions shall be governed by the laws and regulations of Japan and generally established practices in Japan.

Article 2 (Definitions)

For the purpose of these Terms and Conditions, "Export Agency Services" shall mean that the Company acts as an agent on behalf of the Customer or an intermediary or uses other means under a commission from the Customer to arrange for the Customer to receive the Various Services required to export shipments by the Customer. The Customer may choose the operations to be outsourced to the Company by the Customer from the Various Services provided in Paragraph 1 of Article 3.
For the purpose of the Terms and Conditions, "Full Export Agency Services" shall mean the Export Agency Services where the Company arranges the Vanning Services among the Various Services provided in Paragraph 1 of Article 3.
For the purpose of the Terms and Conditions, "Export Arrangement Agency Services" shall mean the Export Agency Services where the Company does not arrange the Vanning Services provided in Paragraph 1 of Article 3.
For the purpose of the Terms and Conditions, "Export Agency Services Consignment Contract" means a contract in which the Company undertakes an application for the Full Export Agency Services or the Export Arrangement Agency Services from the Customer.

Article 3 (Scope of Export Agency Services)

The scope of the Various Services of the Export Agency Services that the Company performs under a commission from the Customer shall be as follows:
1. ①emporary storage services of the Customer’s shipments;
2. ②Vanning services;
3. ③Land transport arrangement services;
4. ④Drayage arrangement services
5. ⑤Customs clearance document preparation services;
6. ⑥Customs clearance arrangement services;
7. ⑦Ship arrangement services;
8. ⑧Ocean marine cargo insurance contract services; and
9. ⑨Any services incidental to the preceding items.
The Company may outsource the provision of all or part of the services described in the preceding paragraph to a third party such as a party providing various services including a vanning company and a shipping company (hereinafter referred to as the "Service Provider").
When the Company completes the Export Agency Services with the care of a good manager, the performance of the Company’s obligations under the Export Agency Services Consignment Contract will be terminated. Therefore, in case where there is an unexpected disadvantage to the customer in the provision of the Various Services, if the Company fulfills its obligations, the Customer shall pay the fee under the Export Agency Services Consignment Contract to the Company.

Chapter 2 Conclusion, Modification, and Cancellation of Export Agency Services Contract

Article 4 (Formation of Export Agency Services Contract)

Upon application from the Customer, the Company will discuss the business terms of the Export Agency Services including the details, specifications, quantities, price, delivery time, implementation method, place of implementation, and fee settlement terms, and the specific contents of the Export Agency Services with the Customer by appropriate means including telephone, verbal, and e-mail to determine them.
The Company shall deliver to the Customer the matters determined through the consultation described in the preceding paragraph in a document designated by the Company (hereinafter referred to as the "Confirmation Letter").
After receiving the Confirmation Letter, the Customer shall check the contents and notify the Company of its acceptance or rejection. If there is no notice from the Customer within 7 days from the date of delivery of the Confirmation Letter, the contents of the Confirmation Letter shall be deemed to have been accepted.
The Export Agency Services Consignment Contract shall be concluded when the contents of the Confirmation Letter are accepted by the Customer (including cases where it is deemed to be accepted after the expiration of the period).

Chapter 5 (Modification or Cancellation of Export Agency Services Contract)

The Customer may request the Company to modify or cancel all or part of the Export Agency Services Consignment Contract. Provided, however, that this does not apply to matters which are practically impossible to modify or cancel including changes or cancellations of ship arrangements after the departure of cargo from a port.
In the event that there is a change in the contents of the Confirmation Letter pursuant to the provision of the preceding paragraph, the Company will revise the contents of the Confirmation Letter and reissue the revised Confirmation Letter to the Customer.
In the event that all or part of the Export Agency Services Consignment Contract is modified or canceled pursuant to the provisions of paragraph 1, the cancellation fee, penalty and any other cost that may be required for such modification or cancellation with regard to the services already provided to the Customer or the services for which arrangements have been completed shall be borne by the Customer, and the Company shall not bear any burden whatsoever.
In the event that all or part of the Export Agency Services Consignment Contract is canceled pursuant to the provisions of paragraph 1, the Company shall have the right to demand payment in respect of the portion for which the performance of the Company's obligations has already been completed from the Customer based on the fee stated in the Confirmation Letter.

Article 6 (Company's Right to Terminate)

The Company may terminate the Export Agency Services Consignment Contract if:
1. ①the Customer does not pay the fee by the due date;
2. ②the Customer fails to deliver the shipments to the Company by the due date;
3. ③the Company decides that the export time of the delivered shipment has not been decided due to the Customer’s reason and that it has been left undecided how to be dealt with; or
4. ④it is difficult to execute all or part of the Export Agency Services Consignment Contract due to other reasons attributable to the Customer.
The Company shall not be liable for any damages or disadvantages incurred by the Customer when the Company terminates the Export Agency Services Consignment Contract pursuant to the provision of the preceding paragraph.

Article 7 (Customer’s Right to Terminate)

In the event that it becomes impossible to execute all or part of the Export Agency Services Consignment Contract due to reasons attributable to the Company, the customer may terminate all or part of the Export Agency Services Consignment Contract.
In the event that all or part of the Export Agency Services Consignment Contract is canceled pursuant to the provision of the preceding paragraph, the Company shall have the right to demand payment of the fee incurred in respect of the portion for which the performance of the Company's obligations has already been completed from the Customer.
In the event of the preceding paragraph, if the Company has received payment from the Customer in advance, the Company shall have the right to demand payment of the shortage after offsetting the cost incurred for the portion which has been already performed against such deposit. In addition, if there is any surplus in the deposit as a result of offsetting, such surplus shall be refunded to the Customer.

Article 8 (Notice, Demand)

If the Customer changes the address, name, or company name, the Customer shall notify the Company without delay.
Any notices or demands from the Company to the Customer shall be made to the address notified by the Customer. In addition, if it is unable to ascertain the whereabouts of the Customer, it may be made by means of the public notice prescribed in Article 98 of the Civil Code (Act No. 89 of 1896).

Chapter 3 Full Export Agency Services

Article 9 (Full Export Agency Services)

The provisions of this chapter shall apply to specific matters related to the application for the Full Export Agency Services.

Article10 (Delivery of Shipments in Full Export Agency Services）

The Customer shall deliver shipments to the Company at a location designated by the Company (the "Designated Location") on or before the prescribed date.
Shipments shall in principle be carried in to the Designated Location by the Customer (including those commissioned by the Customer. The same shall apply hereinafter in this Article).
At the time of carrying in shipments, the Customer shall follow the Guide (the Company or a person who provides temporary storage services as arranged by the Company and guides the Customer to carry in Customer's shipments in the Designated Location. The same shall apply hereinafter) to carry in shipments to the Designated Location.
The Customer shall carry with him/her a document certifying the completion of the delivery of shipments (hereinafter referred to as the "Receipt") at the time of the delivery of shipments and ask the Guide to sign it once shipments have been completely carried in.
Upon confirmation that shipments have been carried in, the Guide shall sign the Receipt and deliver it to the Customer. The Terms and Conditions do not apply to the shipments pertaining to the Receipt without the signature of the Guide or the shipments without the Receipt, and the Company shall not be responsible for their storage and management and other measures whatsoever.
The Company shall not be liable for any damage or loss caused to shipments at the time of carrying in shipments, except in cases where it is clear that the damage is caused by the instruction of the Guide.
In the event that there is damage or loss caused to the shipments of a third party stored at the Designated Location or to the equipment and others installed at the Designated Location due to reasons attributable to the Customer at the time of carrying in shipments, the Customer shall be responsible for compensation for general damages directly and actually incurred by the Company.

Article 11 (Temporary Storage of Shipments in Full Export Agency Services）

The Company will temporarily store shipments in the packing mode as are carried in at the Designated Location in the manner prescribed by the Company before shipments are vanned. The operation for temporary storage will be carried out by the Company or a person who provides temporary storage services as arranged by the Company.
The temporary storage period of shipments will be three months from the date of delivery of the shipment. The Company shall not be obliged to retain shipments for which a vanning operation has not commenced or a scheduled date of banning operation has not been determined beyond such period, and shall not be liable for any damages to the shipment or any disadvantages incurred by the Customer.
The Company shall not be obliged to notify the Customer of any elapse of the temporary storage period of the shipment. In addition, the Company may request the Customer to receive the shipment of which the temporary storage period has elapsed.
In the event that the Company suffers damage due to such reasons as a vanning operation of a shipment has not commenced or a scheduled vanning date of a shipment has not been determined even after the temporary storage period has been exceeded, the Customer does not accept the request of the Company for receipt of the shipment and other reasons, the Customer shall compensate the Company for such damage.

Article 12 (Vanning in Full Export Agency Services)

In the Full Export Agency Services, the vanning operation of shipment will be carried out by the Company or a person who provides vanning services as arranged by the Company.
The Company shall be liable for any damage to shipments caused during vanning. Provided, however, that this shall not apply to cases where the damage is not attributable to the Company, including due to reasons attributable to the Customer or due to the nature of the shipment.

Article 13 (Restrictions on Acceptance of Shipments)

The Company may reject the acceptance of shipments if:
1. ①the delivery of shipments is not carried out in accordance with the Terms and Conditions;
2. ②there is considerable damage to shipments and there is a risk of causing damage or disadvantage to the Company, including fire and collapse;
3. ③there is a violation of, or the Company determines that there is a risk of a violation of, laws and regulations relating to entry and exit of the shipment and all current laws and regulations of the country of departure, destination and transit (including the regulations of customs and other relevant administrative agencies); or
4. ④the Company determines that it is inappropriate to accept the shipment.
With respect to the measures pursuant to the provision of the preceding paragraph, the Company shall not be liable for any damages or disadvantages incurred by the Customer.

Article 14 (Cancellation Registration)

If the shipment is a vehicle registered under the Road Transport Vehicle Act, the Customer shall carry out the procedures required for export under the Road Transport Vehicle Act, including temporary cancellation registration of the vehicle and export notification. In addition, the fees required for registration and other procedures shall be borne by the Customer.
The procedures prescribed in the preceding paragraph shall be completed prior to the date on which the customs formalities commence, and which is designated by the Company, and the Company shall not be liable for any damages or disadvantages incurred by the Customer due to nonconformance or delay in the procedures.
After completing the procedures prescribed in Paragraph 1, the Customer shall promptly deliver to the Company a copy of the Certificate of Temporary Registration of Cancellation for Export and other necessary documents issued by the Transport Branch Office or other relevant offices. If the expiration date of a copy of the Certificate of Temporary Registration of Cancellation for Export and other necessary documents are before the date of departure, the Company may change or cancel the reservation of the vessel or take other necessary measures, and any cost incurred for such measures shall be borne by the Customer.

Article 15 (Arrangement of Ocean Marine Cargo Insurance Contract)

The Company will arrange to have ocean marine cargo insurance for shipments only at the request of the Customer.
The Company will not be responsible for cases where:
1. ①there is damage that exceeds the disaster compensation amount of ocean marine cargo insurance covered pursuant to the provision of the preceding paragraph, or damage that falls outside the scope of compensation; and
2. ②any damage or disadvantage incurred in the course of maritime transportation where the Customer does not request to have ocean marine cargo insurance.

Article 16 (Shipping Documents, etc.)

Upon departure of the shipment, the Company will send a copy of the shipping documents including invoices and packing lists to the Customer.
The Company will deliver the original B/L or surrendered B/L to the Customer upon confirmation of the payment by the Customer. If the Company is unable to confirm the payment by the Customer, the Company may refuse delivery of the original B/L or surrendered B/L.
The refusal to receive the original B/L or surrendered B/L by the Customer will not relieve the Customer of its obligation to pay the fee under the Export Agency Services Consignment Contract.

Article 17 (Receipt of Shipments)

The Customer (including those designated by the Customer as the Receiver of the Shipment. The same shall apply hereinafter in this Article) shall receive the shipment at the designated receiving location of the shipment based on the original B/L or surrendered B/L delivered by the Company pursuant to the provision of the preceding Article. In principle, the receiving period of shipment shall be the same as the Free Time (meaning the free storage period of shipment or the free lending period of containers) described in the arrival notice issued by the shipping company.
In the event that the Customer refuses to receive the shipment or fails to receive the shipment within the Free Time, the Customer shall be responsible for any related costs including demurrage for the shipment if incurred due to such reason.
The refusal to receive the shipment or failure to receive the shipment within the designated date by the Customer will not relieve the Customer of its obligation to pay the fee under the Export Agency Services Consignment Contract.

Chapter 4 Export Arrangement Agency Services

Article 18 (Export Arrangement Agency Services)

The provisions of this chapter shall apply to specific matters related to the application for the Export Arrangement Agency Services.
The provisions of Articles 13 to 17 shall apply mutatis mutandis to the Export Arrangement Agency Services.

Article 19 (Vanning in Export Arrangement Agency Services)

In the Export Arrangement Agency Services, the vanning operation of shipment or its arrangement shall be carried out by the Customer.

Article 20 (Delivery of Shipments in Export Arrangement Agency Services)

The Customer shall deliver shipments to the Company at the prescribed location including a container terminal on or before the prescribed date.
In the Export Arrangement Agency Services, the packing mode of shipments at the time of delivery shall be in a container or other mode suitable for export.
The Company will export the shipments in the packing mode as being delivered. Therefore, the Company shall not be liable for any damage, loss, quantity not sufficient or any other relevant issue found after the export has been completed.

Article 21 (Temporary Storage of Shipments in Export Arrangement Agency Services)

The Company shall not be obliged to retain the shipment which is temporarily stored in a container terminal or other designated place until it is loaded onto a vessel, and shall not be liable for any damages to the shipment or any disadvantages incurred by the Customer.

Chapter 5 Payment

Article 22 (Payment)

Upon departure of the shipment, the Company will send a bill to the Customer. The Customer shall transfer the payment to the bank account designated by the Company by the prescribed date.
In the event that there is a change in the cost required for the provision of the Various Services due to a change in the service provider’s fees, exchange rate fluctuations, or other reasons prior to the commencement of departure, the Company may change the fee determined in the Confirmation Letter.

Chapter 6 Responsibilities

Article 23 (Reasons for Compensation)

The damage for which the Company is liable to compensate the Customer shall be limited to the damage caused by our willful misconduct or gross negligence.
In the case of the preceding paragraph, if the Customer seeks to claim compensation for damages from the Company, the Customer must prove that the damage was caused by the Company's willful misconduct or gross negligence.

Article 24 (Calculation of Compensation)

The compensation liable to the Company for damage caused by loss or damage to the shipment shall be based on the fair value of the shipment at the time when the damage occurred. Provided, however, that if the fair value at the time when the damage occurred or the timing of the occurrence is unknown, the fair value at the time when the damage was discovered shall be used.
The fair value calculation in accordance with the preceding paragraph does not include the added value or any other extra charge due to the temporary increase of valuation, and the upper limit of the calculated value shall not exceed the price at which the shipment is sold as a new article.

Article 25 (Customer’s Responsibilities)

The Company shall not accept any claim from a third party including any service provider for performance of liabilities including payment, compensation and guarantee for such costs as incurred due to the Customer’s failure to fulfill its obligations arising from the export of the shipment, including refusal to receive the shipment, and the Customer shall be liable for such payment and other related liabilities.
If the Company unavoidably accepts such claims as being prescribed in the preceding paragraph and makes the payment or fulfill any other liabilities on behalf of the Customer, the Customer shall compensate the Company in full for the expenses required for such payment or fulfillment of such liabilities.
In the case prescribed in paragraph 1 and in the event that the Company has a claim against the Customer, if the Customer fails to perform its obligations despite the demand to the Customer by the Company, the Company shall have the right to auction or have a short sale of all or part of the shipments for which the Customer has consigned the Export Agency Services, and to receive all or part of the amount of money from the proceeds of the sale. Provided, however, that before initiating the process of selling, the Company shall notify the Customer to that effect at the address notified by the Customer.
In the event that the Company suffers damage due to the Customer’s willful misconduct or gross negligence, the Customer shall indemnify the Company in full for the damage incurred by the Company. In addition, the Company shall not be liable for any damage incurred by the Customer or any third party due to the Customer’s willful misconduct or negligence.

Article 26 (Exemption from Obligation)

The Company shall not be held liable for any loss, damage, delayed arrival, or any other damage to the shipment due to any of the following reasons:

①Compelling reasons due to changes in the operation of the vessel;
②Social disturbance or other incident or robbery or theft;
③The nature, defects and alterations of the shipment;
④Rain, snow, strong winds and other adverse weather conditions (excluding cases due to the Company’s negligence);
⑤Fire, wind, flood, tsunami, volcanic eruption, earthquake and other disasters due to force majeure;
⑥Injunction, confiscation, detention or delivery to a third party of shipments due to the enforcement of laws and regulations or public authority;
⑦Establishment, revision or abolition of laws and regulations in the country to which shipments are exported, or establishment, revision or abolition of export-related regulations; or
⑧War, terrorism and other conflicts.

Article 27 (Exclusion of Antisocial Forces)

The Customer represents that the Customer does not fall under any of the following and undertakes that the Customer will not fall under any of the following in the future:
1. ①The Customer or the Customer’s officers (directors, executive officers or corporate auditors) are organized crime groups (Act for the Prevention of Wrongful Acts by Members of Organized Crime Groups (Act No. 77 of 1991) Article 2, Item 2), a member of an organized crime group (Act for the Prevention of Wrongful Acts by Members of Organized Crime Groups Article 2, Item 6), a person for whom five years have not yet passed from the day he/she was no longer an organized crime group member or a person equivalent thereto, or a person who has a close relationship with an organized crime group or a member of an organized crime group (hereinafter collectively referred to as "Organized Crime Group Members, etc.");
2. ②It is recognized that the Customer’s business is under the control of Organized Crime Group Members, etc.;
3. ③It is recognized that in connection with the Customer’s business, the Customer uses the power of Organized Crime Group Members, etc., uses Organized Crime Group Members, etc. for the purpose of unfair gain on property, or that the Customer engages Organized Crime Group Members, etc. for the purpose of using the power of Organized Crime Group Members, etc.;
4. ④It is recognized that the Customer is involved in providing funds, providing favors, or giving unfair priority to Organized Crime Group Members, etc.; or
5. ⑤The performance of the Export Agency Services Contract promotes the activities of Organized Crime Group Members, etc., or contributes to the management of Organized Crime Groups.
The Company may terminate the Export Agency Services Contract immediately without any notice or demand if the Customer falls under any of the following. In addition, if the Company suffers damage due to such termination, the Customer shall indemnify the Company in full for the damage incurred by the Company:
1. ①The Customer violates the provisions under Paragraph 1;
2. ②The Customer performs or causes a third party to perform the following acts:
  1. (1) Violently demanding action against the Company;
  2. (2) Unreasonable demands that go beyond the Company’s legal liability to the Company;
  3. (3) Threatening remarks or acts of violence against the Company;
  4. (4) Acts that damage the reputation of the Company or interfere with the business of the Company by spreading rumors or using fraudulent means or force; or
  5. (5) Any other acts equivalent to the acts prescribed in each of the preceding items.
The Company shall not be liable for any damages or disadvantages incurred by the Customer in case where the Company terminates the Export Agency Services Contract pursuant to the provision of the preceding paragraph.

Article 28 (Charges for Late Payment)

In the event that the Customer delays in fulfilling its monetary obligations under the Export Agency Services Contract, the Customer shall pay to the Company a late payment charge at the rate of 14.6% per year from the day following the due date to the day when the payment is completed.

Article 29 (Jurisdiction by Agreement)

The court having jurisdiction over the location of the head office of the Company shall have the exclusive jurisdiction by agreement over any disputes between the Customer and the Company regarding the Export Agency Services Contract.

Supplementary Provisions

(Applicable Period)
The Terms and Conditions shall apply to the Export Agency Services Contract concluded after January 1, 2023.

[Established January 1, 2023]