TokyoDevices.com International Terms of Sale

These International Terms of Sale (the "Terms") govern sales by Tokyo Devices, Inc. (the "Company") for delivery outside Japan.

Article 1 (Application)

1. These Terms apply to sales between the Company and a customer (the "Customer") when the delivery address is outside Japan.
2. A "Business Customer" means a corporation or other organization, or an individual purchasing products in the course of a trade, business, or profession. A "Consumer" means an individual purchasing products mainly for purposes outside that individual's trade, business, or profession.
3. Product pages, quotations, order confirmations, warranty terms, license terms, and other conditions stated for a particular product or transaction (collectively, "Individual Terms") form part of the sales contract. If Individual Terms conflict with these Terms, the Individual Terms prevail for the relevant matter.
4. Use of TokyoDevices.com is also subject to the Company's Terms of Service and Privacy Policy.
5. Terms contained in a purchase order or other document issued by the Customer apply only if the Company expressly accepts them in writing.
6. Mandatory rights and remedies available to a Consumer under applicable law are not restricted by these Terms.

Article 2 (Orders and Formation of Contract)

1. By submitting an order, the Customer offers to purchase the products on these Terms and the applicable Individual Terms.
2. A sales contract is formed when the Company sends an order confirmation identifying the products, quantities, and price accepted by the Company. Payment authorization or collection before that confirmation does not by itself constitute acceptance.
3. Before accepting an order, the Company may decline all or part of it because of product availability, payment concerns, an error in product information or price, suspected fraud, shipping restrictions, or legal or regulatory requirements.
4. Shipment remains subject to the compliance requirements in Article 9. An order confirmation does not waive those requirements.
5. If the Company discovers a material and obvious error in the price, specifications, availability, shipping charges, duties, or other contract terms after acceptance, it may propose corrected terms. If the Customer does not accept them within the period stated in the notice, the Company may cancel the affected part of the order.
6. If the Company declines or cancels all or part of an order under these Terms, it will refund any amount received for the unperformed part, unless a refund is prohibited by law.

Article 3 (Prices and Payment)

1. Product prices, shipping charges, U.S. Import Charges where applicable, taxes collected by the Company, and other charges payable to the Company will be shown at checkout or otherwise presented before order acceptance.
2. The Customer must pay using a payment method and currency made available by the Company. The Customer is responsible for foreign-exchange charges, card-issuer fees, bank fees, and similar third-party charges.
3. The Company may require full payment before shipment and may cancel an order if payment is not completed by the stated deadline.
4. Refunds will be made through the original payment method and in the original payment currency where reasonably practicable. The Company is not responsible for differences caused by exchange-rate movements or third-party fees.
5. For an order delivered to the United States on DDP terms, the amount shown at checkout may include a fixed charge identified as "U.S. Import Charges." It forms part of the total DDP sales price, is based on estimated tariffs, duties, customs-brokerage and carrier charges, and is not a customs assessment or a deposit to be reconciled against the Company's actual import costs.

Article 4 (Changes and Cancellation)

1. After a sales contract has been formed, the Customer may not change or cancel the order for convenience unless the Company agrees otherwise.
2. If the Company cannot supply a product or dispatch it within the stated period, it will notify the Customer and may propose a substitute product, revised quantity, or revised dispatch estimate. The Customer may accept the proposal or cancel the affected part of the order. If the Customer does not respond within the reasonable period stated in the notice, the Company may cancel the affected part.

Article 5 (Shipping, Importation, Risk, and Title)

1. In-stock products are normally dispatched within two to five Company business days after payment is confirmed, unless a different period is stated. A "Company business day" is a day on which the Company is open for business in Japan. Dispatch and delivery dates are estimates and are not guaranteed.
2. The Company may select the carrier and shipping method unless the Customer is offered a choice at checkout. The Company may divide an order into multiple shipments. If it does so solely for its own convenience, it will bear the additional shipping charge unless the Individual Terms state otherwise.
3. Orders delivered to the United States are supplied DDP to the delivery address, Incoterms® 2020. Orders delivered to all other destinations are supplied DAP to the delivery address, Incoterms® 2020, unless different Individual Terms are agreed.
4. For a DAP shipment, the Customer or consignee is responsible for import clearance and for import duties, VAT, GST, brokerage charges, disbursement fees, storage charges, and other taxes or charges imposed at or after importation, except for taxes collected by the Company.
5. For a DDP shipment, the Company is responsible for the import formalities, duties, and charges allocated to the seller under Incoterms® 2020, including ordinary import costs exceeding the U.S. Import Charges paid by the Customer. The Customer must provide identification, tax information, authorization, or other cooperation reasonably required for customs clearance and is responsible for additional costs caused by inaccurate or incomplete information, failure to cooperate, or refusal to receive the shipment.
6. For a DAP shipment, the Customer is responsible for confirming that the products may lawfully be imported at the destination.
7. Risk of loss or damage transfers in accordance with the applicable Incoterms® 2020 rule. Title to the products transfers after the Company has received all amounts payable for the order.
8. If delivery cannot be completed because of an incorrect address, absence, refusal to receive, failure to complete import procedures, or another circumstance attributable to the Customer or consignee, the Company may charge the reasonable costs of redelivery, return, storage, or disposal. After giving reasonable notice, the Company may cancel the affected part of the order and deduct those costs from any refund.

Article 6 (Inspection, Delivery Problems, and Returns)

1. The Customer should inspect the products promptly after delivery and report any shortage, incorrect product, missing accessory, or visible damage within seven days.
2. A Business Customer must notify the Company of a problem discoverable through ordinary inspection no later than seven days after delivery. A problem not reasonably discoverable through ordinary inspection must be reported promptly after discovery and no later than six months after delivery. If the Business Customer does not give notice within the applicable period, it may not claim a remedy for that problem, except where the Company knew of it at the time of delivery.
3. If shipping damage is suspected, the Customer must retain the product, outer packaging, packing materials, and shipping label and provide photographs or other information reasonably requested to investigate the claim.
4. If the Company confirms a shortage, incorrect delivery, defect, or other lack of conformity for which it is responsible, it will supply the missing item, repair or replace the product, or refund the purchase price of the affected product, as appropriate.
5. For a Business Customer, the Company may select the remedy under the preceding paragraph, and that remedy is the Business Customer's exclusive remedy for the relevant problem.
6. The Customer must contact the Company, provide proof of purchase and a description of the problem, and follow the Company's instructions before returning a product. The Company may refuse an unauthorized return or send it back at the Customer's expense.
7. If the Company confirms a problem for which it is responsible, it will bear the reasonable cost of return and of shipping a repaired or replacement product by the method it specifies. If no such problem is found in a product returned by a Business Customer, that customer is responsible for reasonable inspection, return, and reshipping costs.
8. The Company does not accept returns or exchanges for the Customer's convenience unless it agrees otherwise.

Article 7 (Limited Product Warranty)

1. Unless different Individual Terms are stated, Tokyo Devices-branded products are covered by the limited warranty in this Article for 180 days after delivery.
2. If a covered product fails during the warranty period under normal use in accordance with its product documentation because of a cause attributable to the Company, the Company will, at its option, repair the product, replace it with the same or an equivalent product, or refund the purchase price actually paid.
3. This limited warranty does not cover failure or damage caused by:
   1. use outside the ratings, conditions, warnings, or restrictions in the product documentation;
   2. incorrect wiring, short circuit, reverse polarity, overvoltage, overcurrent, electrostatic discharge, overheating, impact, liquid exposure, or other improper handling;
   3. unauthorized processing, modification, disassembly, repair, or replacement of parts;
   4. another device, component, power supply, communications service, software, or operating environment used with the product;
   5. improper transport, installation, storage, or maintenance;
   6. fire, earthquake, flood, lightning, abnormal power conditions, or another event beyond the Company's reasonable control; or
   7. normal wear, consumption, aging, or cosmetic change that does not materially affect function.
4. If a product not branded by Tokyo Devices is covered by a manufacturer's warranty, that warranty applies. The Company is not the warrantor and may require the Customer to submit a claim directly to the manufacturer.
5. If a product not branded by Tokyo Devices has no stated manufacturer warranty, the Company will address an initial defect reported within seven days after delivery by repair, replacement, or refund of the purchase price.
6. Warranty claims and returns are subject to the procedure in Article 6.
7. For Consumers in the United States, this limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

Article 8 (Product Selection and Use)

1. Before ordering or using a product, the Customer must review the applicable product page, datasheet, manual, instructions, warnings, and other product documentation and comply with the stated specifications, ratings, operating conditions, restrictions, and license terms.
2. Unless stated otherwise, Tokyo Devices products are intended for experiments, research, prototyping, evaluation, or integration by persons with appropriate technical knowledge. They are not designed as finished consumer products.
3. When incorporating a product into equipment, a system, or software, the Customer is responsible for evaluating fitness for the intended use, safety, durability, reliability, electromagnetic compatibility, and regulatory compliance. The Customer must implement appropriate safeguards, including protective circuits, redundancy, fail-safe measures, and backups, where needed to prevent serious harm from a reasonably foreseeable failure or malfunction.
4. Technical advice, recommendations, answers, sample code, circuit examples, and similar information supplied by the Company are for reference and do not guarantee suitability, performance, or results unless the Company expressly agrees otherwise in writing.
5. Unless the Company expressly identifies a product as suitable for a particular use, Tokyo Devices products must not be used where failure could directly result in death, serious personal injury, major property or environmental damage, or serious loss of essential services, including nuclear, medical life-support, aerospace flight-control, transportation-safety, and critical-infrastructure applications.
6. Except for import obligations allocated under Article 5, the Customer is responsible for satisfying local product, safety, electrical, radio, environmental, labeling, and other regulatory requirements applicable to installation, integration, resale, or use at the destination.
7. Software, firmware, documentation, and other content supplied with a product are subject to any applicable license terms.

Article 9 (Export Controls, Sanctions, and Restricted Transactions)

1. The Customer and the Company must comply with the export-control, sanctions, customs, and trade laws applicable to the transaction, including the laws of Japan.
2. The Customer must not purchase, use, export, re-export, transfer, or divert a product to a prohibited destination, end user, or end use, or circumvent a geographic or other access restriction imposed by the Company.
3. The Company may request complete and accurate information about the Customer, consignee, destination, end user, intended use, and any planned transfer or re-export, and may suspend shipment while the information or a compliance review is pending.
4. The Customer must not ask the Company to make a false declaration concerning a product's description, value, origin, classification, destination, end user, or intended use.
5. The Company may decline an order, suspend performance, or cancel the affected transaction if a required authorization cannot be obtained, requested information is not provided, or the Company reasonably identifies a legal or compliance concern. It may also restrict transactions involving a country, region, person, organization, product, or use for those reasons.

Article 10 (Liability and Force Majeure)

1. The Company is not responsible, except to the extent attributable to the Company, for loss caused by use contrary to these Terms or the product documentation, or by inadequate product selection, integration, installation, testing, or safety measures.
2. If the Company is liable for loss arising from ordinary negligence, its aggregate liability is limited to direct and actual loss that would ordinarily arise from the event and will not exceed the purchase price of the product that caused the loss. The Company is not liable in such a case for lost profit, loss of business opportunity, business interruption, loss of data, or other indirect, incidental, special, or consequential loss.
3. For a Business Customer, the limitations and exclusions in the preceding paragraph apply regardless of the legal basis of the claim or whether the Company was negligent.
4. Nothing in this Article limits liability for the Company's willful misconduct or gross negligence, death or personal injury, or any other liability that cannot lawfully be limited.
5. The Company is not liable for failure or delay caused by natural disaster, war, civil disorder, epidemic, power failure, interruption of transport or communications, failure of a carrier or payment service, governmental action, legal restriction, supply interruption, or another event beyond the Company's reasonable control.
6. If such an event occurs, the Company may reasonably extend the time for performance. If performance becomes impossible or excessively difficult, it may cancel the affected part of the order.

Article 11 (Prohibited Conduct and Organized Crime)

1. The Customer must not use the Company's services for fraud, infringement of third-party rights, threatening or abusive conduct, interference with the Company's operations, or any other unlawful activity.
2. The Customer represents that neither it nor, in the case of an organization, its officers or controlling persons belongs to an organized crime group or similar criminal organization or has a material relationship with such a group or organization.
3. If the Customer breaches this Article, the Company may decline an order, suspend performance, or cancel the affected contract without prior demand.

Article 12 (Notices and General Provisions)

1. The Company may give notices by email to the address provided by the Customer, by posting on TokyoDevices.com, in writing, or by another reasonable method. The Customer must keep its contact information accurate and available.
2. The Company may amend these Terms. Unless otherwise stated, amended Terms apply only to orders accepted on or after their effective date.
3. The Customer may not assign or transfer a sales contract or any right or obligation under it without the Company's prior written consent.
4. If any provision of these Terms is held invalid or unenforceable, the remaining provisions and the valid portion of the affected provision remain in effect.
5. These Terms and each sales contract are governed by the laws of Japan, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
6. Unless mandatory law provides otherwise, the district court or summary court having jurisdiction over the location of the Company's head office has exclusive jurisdiction as the court of first instance over disputes arising from these Terms or a sales contract.
7. These Terms are written in English and the English version is authoritative. Any translation is provided for convenience only.
8. Questions concerning these Terms or a sales contract should be submitted through the contact method designated on TokyoDevices.com.

Established: August 26, 2026