Terms of Use

These Terms of Use (hereinafter, “these Terms”) set out the terms of use for the service (hereinafter, “the Service”) provided by the Service owner, DEVICE PARTNERS CO., LTD. (hereinafter, “the Company”), on this website. The registered account user (hereinafter, “Account User (buyer user / supplier user)” shall use the Service in accordance with these Terms.

Article 1 (Scope of Application)

These Terms shall apply to any relationship between the Account User and the Company relating to the use of the Service. In addition to these Terms, the Company may establish various provisions relating to the Service (hereinafter, “Individual Provisions”) such as rules for use. These Individual Provisions, however named, shall form part of these Terms. If the provisions stipulated in these Terms conflict with the provisions stipulated in aforementioned Individual Provisions, then the provisions stipulated in the Individual Provisions shall be given precedence unless otherwise specified in the Individual Provisions.

Article 2 (User Registration)

The Account User shall apply to use the Service and complete registration in the method specified by the Company after agreeing to these Terms; provided, however, that supplier user registration shall be subject to screening and approval by the Company. If the Company determines that any of the following items apply to the applicant for user registration, it may reject the application for registration and need not disclose the grounds for such rejection.

• The applicant has submitted false information in the application for user registration;
• The applicant has previously violated these Terms; or
• The Company has otherwise determined that it would not be appropriate to approve the application for user registration.

Article 3 (User ID and Password Management)

The Account User shall, at its own responsibility, properly manage its Service login information (user type selection, e-mail address ID, password). The Account User may not under any circumstances transfer or lend its login information (user type selection, e-mail address ID, password) to a third party, or share it with a third party. Any use of the Service by the Account User's account that is logged in to the Service using a combination of login information (user type selection, e-mail address ID, password) that matches the Account User's registered information shall be regarded as use by the Account User who registered that account. The Company assumes no liability for damages caused by third-party use of login information (user type selection, e-mail address ID, password) except in the case of willful misconduct or gross negligence on the part of the Company.

Article 4 (Registration of Electronic Part and Semiconductor Inventory)

• Electronic parts and semiconductor inventory registered on the Service may be discontinued, and the quantity, price, specifications, standards, stock, etc. of registered inventory are subject to change, without notice.
• Please check the latest product catalogs and data sheets published by the manufacturer for information about model numbers, specifications, standards, appearance, etc. of electronic parts and semiconductor inventory registered on the Service.

Article 5 (Registration of Electronic Part and Semiconductor Inventory)

A supplier user shall fully understand the contents of the Service, register only their company’s own electronic part and semiconductor inventory as inventory on the Service, and register detailed information. The supplier user shall promptly reflect any changes to its electronic part and semiconductor inventory by updating (changing the quantity, deleting, etc.) its inventory registered on the Service. It is also possible to register necessary parts for electronic equipment such as housings, contacts, modules, switches, etc. in addition to electronic parts and semiconductors. Please indicate the basic manufacturer, product name, model number, quantity, packing style, ROHS, DC, country name/location and remarks when registering inventory. The manufacturer, product name, model number, quantity, ROHS, and country name are required items of information. For country name/location, please be sure to write the name of the country/location where the inventory is stored (Japan, China, USA, etc.) Please enter any remarks as necessary. Do not enter or register any company information such as your company name, postcode, address, telephone number, FAX number, URL, e-mail address, representative name, etc. as inventory information.

Article 6 (Sales Price Setting and Sales Units)

In principle, the sales price for electronic part and semiconductor inventory registered on the Service by the supplier user shall be an appropriate price, and orders shall be accepted in any quantity, in light of the purpose, philosophy and policy of the Service.

Article 7 (Response to Quotation Request, Order Confirmation, and Exchange of Vouchers)

• The Company will issue a formal quotation to the Account User as necessary after sending the quotation information as an e-mail.
• An order will be confirmed by the preliminary order e-mail sent by the Account User or by its issuance of an official purchase order, and may not be canceled.
• The Company will issue an official invoice according to the Account User's monthly billing cycle.

Article 8 (Payment Terms)

In principle, the Account User shall pay the Company in cash (bank transfer) by the end of the month following the billing month. Bills, electronically recorded monetary claims and checks are not accepted. Payment terms may be negotiated separately. In principle, the Company shall pay the Account User in cash (bank transfer) by the end of the month two months after the billing month. Payment terms may be negotiated separately.

Article 9 (Channel Inventory Delivery Guarantee)

Defective products will be exchanged only if there is an available replacement product; the Company will refund the price of the Product if no replacement product is available. In principle, the Company does not carry out defect analysis, given that the products are distribution stock. The Company assumes no liability for damages, etc. arising in connection with products delivered by the Company other than the contents set forth above.

Article 10 (Cancellation and Returns)

It is not possible to change the ordered product or quantity thereof, or cancel an order, once the order has been confirmed except in special cases. If there is a problem with an order delivered by the Company such as a shortfall in quantity, the incorrect product, or an obvious abnormality in appearance (damage, rust, etc.), then the Company shall, at its own choosing, deliver the shortfall, or accept the return or exchange of products, only when the Company has received notice of the problem within 10 days after delivery of the order and the Company has acknowledged the problem with the order. The Company may refuse to accept the return or exchange of products if the Account User has not contacted the Company in advance. The Company may also refuse to accept the return of products that have been resold overseas, depending on the situation. Product returns and exchanges based on the foregoing shall be limited to unused products ordered by the Account User from the Company. The cost of shipping for returns or exchanges shall be borne by the Company, so please send the products by COD.

Article 11 (Prohibited Acts)

The Account User must not engage in any of the following acts in its use of the Service.

• Acts that violate laws or that are contrary to public order and morals;
• Acts related to criminal activity;
• Acts that infringe upon the copyrights, trademark rights and other intellectual property rights contained in the Service, such as the contents of the Service;
• Acts that destroy or interfere with the functions of the Company's, other Account Users', or other third parties' servers or networks;
• Use information obtained from the Service for commercial purposes;
• Acts that may interfere with the operation of the Company's services;
• Access the Service without authorization, or attempt to do so;
• Collect or accumulate personal information, etc. related to other Account Users;
• Use the Service for any unauthorized purpose;
• Acts that cause disadvantage, damage, or discomfort to other Account Users or other third parties;
• Impersonate another Account User;
• Carry out promotional, advertising, solicitation or sales activities on the Service without the permission of the Company;
• Acts aimed at meeting strangers of the opposite sex;
• Acts in connection with the Company's services that directly or indirectly provide benefits to anti-social forces; and
• Any other acts that the Company deems inappropriate.

Article 12 (Suspension of Provision of the Service, etc.)

The Company may stop or suspend the provision of some or all of the Service without prior notice to the Account User when it has deemed that any of the following grounds apply.

• To perform maintenance and inspection, or to update, computer systems related to the Service;
• Provision of the Service has become difficult due to force majeure such as earthquake, lightning, fire, power outage, natural disaster, etc.:
• Computers or communication lines, etc. have stopped working due to an accident or the like;
• The Company has otherwise deemed that it is difficult to provide the Service.

The Company assumes no liability for any disadvantage or damages suffered by the user or third parties due to cessation or suspension of the provision of the Service

Article 13 (Restrictions on Use and Cancellation of Account Registration)

The Company may, without prior notice, restrict the user from using some or all of the Service or cancel the user's account, if any of the following grounds apply to the user:

• The user has violated any of the provisions stipulated in these Terms;
• The user’s registered information is found to contain false information;
• The user has defaulted on payment obligations such as fees;
• The user has not responded to contact from the Company for a certain period of time;
• The user has not used the Service for a certain period of time since its last use; or
• The Company has otherwise determined that the user’s use of the Service is not appropriate.

The Company assumes no liability for any damages suffered by the user due to the actions taken by the Company based on the provisions of this Article.

Article 14 (Account Deletion)

The Account User may delete its account from the Service in accordance with the account deletion procedures specified by the Company.

Article 15 (Denial of Warranty and Disclaimer)

The Company does not warrant, either expressly or impliedly, that the Service is free of defects in fact or in law (including safety, reliability, accuracy, completeness, validity, suitability for a particular purpose, defects in security, etc., errors and bugs, infringement of rights, etc.) The Company assumes no liability for damages caused to the user due to the Service; provided, however, that this disclaimer shall not apply if the agreement relating to the Service between the Company and the Account User (including these Terms) constitutes a consumer contract as stipulated in the Consumer Contract Act. Even in the case described in the foregoing proviso, the Company assumes no liability for damages caused to the Account User by the Company's default or tort owing to the negligence (excluding gross negligence) of the Company where such damages arise from special circumstances (including cases where the Company or Account User foresaw or could have foreseen the occurrence of damages). The Company assumes no liability with respect to any transactions, communications, disputes, etc. that arise between the Account User and other Account Users or third parties in connection with the Service. The Company assumes no liability for any damages incurred in connection with the use of this site by the Account User, including the damages listed below:

• Direct damages, lost profits of the Company or the Account User, or any other indirect or incidental damages;
• Damages caused by the willful misconduct or negligence of the Company, Account User or a third party, or by force majeure;
• Damages caused by defects, etc. in the contents of provided information;
• Damages caused by infringement upon third-party rights including copyrights, patent rights, utility model rights, design rights, circuit layout utilization rights, trademark rights and other intellectual property rights;
• Damages caused by violation of export restrictions or handling contrary to intended use; and
• Damages caused by third-party use of the Company's or the Account User's login information (user type selection, e-mail address user ID, password).

Article 16 (Change to the Contents of the Service, etc.)

The Company may change the contents of the Service or discontinue the provision of the Service without notifying the Account User, and the Company assumes no liability for any damages caused to the Account User as a consequence of this.

Article 17 (Revision to these Terms of Use)

These Terms shall be applied to all instances of use of the Service by the Account User. If there are any changes or additions to the content of these Terms, the Company shall notify the Account User to that effect or disclose the revised Terms to the Account User. The Account User may continue to use this website only by agreeing to the contents of the revised Terms.

Article 18 (Handling of Personal Information)

The Company shall properly handle personal information obtained through the use of the Service in accordance with the Company's “Privacy Policy”. The Account User shall agree in advance that personal information related to the Account User held by the Company will be handled in accordance with the Company's “Privacy Policy”, and that the Company's revised “Privacy Policy” shall be applied in the case of revision to the “Privacy Policy”. The Company shall use the Account User's personal information and customer information in the Service for the purposes listed below:

• To deliver products and provide services to the Account User, and for invoicing;
• For confirmation and contact about products and services ordered by the Account User, the delivery and provision thereof, and after-sales services related thereto;
• To send information about promotions, and to advertise and promote special services, new products, new services, etc., to the Account User by postal mail, FAX or e-mail; provided, however, that such information and promotional materials shall be sent to the Account User based on the consent of the Account User, and that the Account User may withdraw such consent at any time;
• For marketing, customization, promotion and improvement of the service of this website;
• To respond to the Account User's requests and inquiries, etc.; and
• To aggregate and analyze Account Users, create statistical data that has been processed so that individuals cannot be identified, and use and process such data for the execution of business such as the development of new services.

Article 19 (Notices and Communications)

Notices or communications between the Account User and the Company shall be made in accordance with the method specified by the Company. The Company shall consider the Account User's currently registered contact information to be valid and shall direct notices and communications to that contact address, unless the Account User has notified the Company of a change to its contact information in accordance with the method separately specified by the Company. Aforementioned notices and communications shall be deemed to have reached the Account User at the time they were sent.

Article 20 (Prohibition of the Transfer of Rights and Obligations)

The Account User may not transfer its rights or obligations with respect to the use of this website to any third party.

Article 21 (Equipment, etc.)

The Account User shall prepare the communications equipment, software, and all other equipment related to these necessary to use the Service on its own responsibility and at its own expense so as to be able to use this website. The Account User shall also connect to the Service through a service provider on its own responsibility and at its own expense.

Article 22 (Internet Disclaimer)

The Company implements security measures on its servers, but assumes no liability with respect to unauthorized access by a third party or information leakage on the Internet. The Account User shall use the Service to view information or receive services on its own responsibility and in compliance with these Terms, the individual terms stipulated by each service, and legal obligations. The Company strives to improve the quality of information and services, but does not make any warranty such as with respect to the safety, accuracy, certainty, utility, fitness for purpose, currency, legality, morality, performance and results of products, services, information and third-party software posted on the Service and that each of the preceding are not infected with computer viruses, or that any bugs and defects in the provided software are fixed, etc. The Company assumes no liability for consequential, incidental, indirect or individual damages, etc. arising from the use of third party software, etc. posted on the Service. The Account User assumes responsibility for all items obtained by downloading or otherwise, using this website's services. The Service may link to other websites or resources, or third parties may provide links to other websites or resources; however, the Company does not control such sites or resources and is not responsible for the availability and use of such websites or resources. The Company is not responsible for any content, advertising, products, services, etc. contained in or available on such websites or resources. Therefore, the Company assumes no liability for any direct or indirect damages arising out of or in connection with such content, advertising, products, services, etc. The Company implements appropriate security measures such as encryption processing when the Account User enters personal information, but the risk of information leakage, etc. cannot be denied even in this case. The Company assumes no liability for any damages, etc. caused by troubles on the Internet.

Article 23 (Copyright and Intellectual Property Rights)

The Company reserves the copyright of copyrighted works such as the Service design and screens on which product information, etc. is posted. In addition, the copyright and other intellectual property rights of materials such as products, technical information, etc. posted or provided on the Service belong to the Company, or to the original author of the information, or to the manufacturer, etc. who licensed the posting. The Account User may not reproduce, transmit, mail, or make available to a third party any information (including image information) obtained through the use of the Service without the prior written consent of the Company. Products sold on the Service are subject to the rights, including copyrights, patent rights, utility model rights, design rights, circuit layout utilization rights, trademark rights and other intellectual property rights, of the rightsholder. The Company holds the full copyright of this website, and reproduction of this website in whole or in part without the prior written consent of the Company is prohibited. The Company assumes no liability with respect to any problems related to intellectual property rights or other rights of the Company or a third party that arise in the use of products purchased from the Service, or information acquired from the Service, by the Company or the Account User, and does not grant any license to exploit such rights.

Article 24 (Self-Responsibility)

If the Account User is notified of an inquiry, complaint, etc. from a third party in connection with its use of the Service, the Account User shall handle and resolve the matter on its own responsibility. The Account User shall be liable for any damages it has caused to another Account User or a third party through its use of the Service (including cases where the Account User fails to fulfill its obligations under these Terms).

Article 25 (Governing Law and Court of Competent Jurisdiction)

These Terms shall be governed by and construed in accordance with the laws of Japan. The court having jurisdiction over the location of the Company's head office shall have the exclusive jurisdiction to hear disputes arising in connection with the Service.