Article 1 – Purpose

Establish the rights and obligations of parties with respect to product purchases through Kaiho's online service and smooth product handover locally in Kenya by TCLL.

Article 2 – Definitions

Products: Goods sold by Kaiho, including reusable automobile parts

Territory: The Republic of Kenya and other countries separately approved by Kaiho

Individual Agreement: Each order placed by the Customer via ePartsWorld LCL Kenya and approved by Kaiho

Consignee: The consignee under import customs clearance, typically the Customer

Article 3 – Formation of Sales Contract

An Individual Agreement is formed when the Customer places an order and Kaiho approves it. Individual Agreement terms prevail in case of inconsistency with this Agreement.

Article 4 – Use of the Website

Customers may use the Website for personal, non-commercial purposes only. Customers must provide accurate information, manage their ID and password responsibly, and not lend or transfer credentials to third parties.

Article 5 – Transaction Terms and Payment

Per-Order Transaction: Customers remit the product price for each invoice directly to Kaiho or via TCLL.

LCL Container Basis Transaction: Customers make payment on a deposit basis. An advance payment is remitted to the designated bank account, from which the confirmed product price is deducted. Insufficient deposits result in automatic order cancellation.

Payment Methods: Kenyan Shillings (KSH) via online payment (credit card, PayPal, M-Pesa), remittance via TCLL, or bank deposit.

Article 6 – Delivery, Freight, and Customs Duties

Products are delivered at TCLL's warehouse in Kenya. Logistics-related costs (freight, VAT, handling) are borne by TCLL and paid directly by the Customer upon product collection.

Article 7 – Taxes and Duties

The Customer bears the ultimate responsibility for import duties and VAT. TCLL may temporarily advance these charges based on operational considerations.

Article 8 – Obligation to Collect Products

TCLL notifies the Customer by email upon product arrival in Kenya. The Customer must collect products promptly. Failure to collect within one month results in transaction cancellation with no refund. Ownership transfers to Kaiho East Africa (KEA), which may dispose of products at its discretion.

Article 9 – Transfer of Title and Risk

Risk of loss or damage transfers to the Customer upon delivery at TCLL's warehouse. Title transfers upon Kaiho's receipt of full payment.

Article 10 – Insurance

TCLL is responsible for arranging transportation insurance and effecting necessary coverage.

Article 11 – After-Sales Support

Product quality inquiries or claims are handled by Kaiho in accordance with the Return and Claim Policy.

Article 12 – Return and Claim Policy

Returns and claims are governed by the attached Return and Claim Policy document.

Article 13 – Damages and Limitation of Liability

Customers breaching this Agreement may be liable for damages to Kaiho or TCLL. Kaiho and TCLL are not liable for customer damages unless caused by willful misconduct or gross negligence.

Article 14 – Intellectual Property and Third-Party Infringement

In case of third-party infringement claims, Kaiho, TCLL, and the Customer shall consult in good faith and follow Kaiho's instructions.

Article 15 – Warranty

Products are provided on an "AS IS" basis. Kaiho makes no warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.

Article 16 – Confidentiality

Customers must keep confidential the business information of Kaiho and TCLL and shall not disclose it to third parties.

Article 17 – Term, Renewal, and Termination

This Agreement has a one-year term, automatically renewed for successive one-year periods. Kaiho may terminate immediately if the Customer commits material breach, such as non-payment.

Article 18 – Force Majeure

None of the parties are liable for non-performance due to force majeure events such as natural disasters, war, or import/export restrictions.

Article 19 – Prohibition of Assignment

Customers may not assign or transfer rights or obligations under this Agreement to third parties without prior consent of Kaiho or TCLL.

Article 20 – Governing Law and Jurisdiction

This Agreement is governed by the laws of Japan. Disputes are subject to the exclusive jurisdiction of the Kanazawa District Court or the Kenya International Arbitration Centre (KIAC) at the first instance.