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Products will be charged and the Customer is required to Customer shall promptly pay all such obligations. Further,
pay the repair or replacement fee separately designated by the Customer shall indemnify MISUMI for any damages
MISUMI, provided, however, that the defect of the Products incurred by MISUMI due to the Customer’s breach of any
may not be repaired or replaced because of the nature, provisions of the Terms and Conditions.
manufacturing date, or specifications of the Products in
issue.
Article 20 Notification of and Changes to
Registered Information
Article 19 Revocation of Registration and
Termination of Sales Agreements 1. If there are any changes to the company name, address,
representative, telephone number, fax number, contact
1. If any of the following cases apply to the Customer, MISUMI person, e-mail address, or other information registered
may revoke the Customer’s registration, suspend, or by the Customer at the time of applying for customer
discontinue a part or all of the Services without prior notice, registration or user registration of WOS, the Customer shall
and immediately terminate any sales agreements it has immediately notify MISUMI of such change in writing or
entered into with the Customer without further notice: through WOS website and follow the prescribed procedures.
1. If it becomes evident that any of the cases set out in 2. In addition to Article 20.1, if (i) the Customer transfers
Article 1.2 apply to the Customer. its business to a third party, receive an assignment of a
2. If the Products are used for the purpose other than business from a third party, or undergo a merger; or (ii)
General Industrial Use. any of the circumstances set out in Article 19.1 occurs, the
3. If the Products are used in aerospace equipment, nuclear Customer shall immediately notify MISUMI. In this case,
energy equipment, or military related products, such as MISUMI may, if it deems it is necessary, request consultation
weapons or arms. with the Customer about whether to continue transactions
4. If the Products are resold to a third party, incorporated and the Customer’s registration.
in products offered to general consumers, or used in 3. If the Customer fails to notify or delays in giving the notice
any other similar manner without the written consent of provided in Article 20.1 or 20.2, and the Products and the
MISUMI. Catalog and any administrative communications are not
5. If the Customer delays in or fails to perform its obligations delivered to the Customer or such delivery is delayed,
arising through use of the Service and fails to remedy this MISUMI will deem such items to have arrived or been
within seven (7) days, regardless of MISUMI’s notification received by the Customer at the time they would normally
to the Customer demanding remedy thereof. reach the Customer. Further, the Customer shall pay for all
6. In addition to Article 19.1(5), if the Customer breaches shipping costs in sending such items to its new address,
any of the Terms and Conditions and fails to remedy this costs incurred in replacing the Products, and any additional
within fourteen (14) days, in despite of MISUMI’s gives fees incurred by MISUMI.
notification to the Customer demanding remedy thereof.
7. If the Customer sustains a disposition from the relevant
supervisory agency, such as a cancellation or suspension Article 21 Cancellation of Registration by
of its business operations. the Customer
8. If the Customer is subject to a suspension of payments or
becomes insolvent, or a check issued by the Customer is The Customer may cancel its registration by notifying MISUMI
subject to dishonor. in a manner prescribed by MISUMI. Upon receipt of such
9. If the Customer’s credibility substantially deteriorates or notification, MISUMI will revoke the registration of such
there is a material change to its business that will affect Customer, and the Customer will lose its status as a customer
its credibility. at the time such revocation is registered.
10. If the Customer is subject to a petition for attachment,
provisional attachment, provisional disposition or any
other compulsory execution or auction filed by a third Article 22 Governing Law: Jurisdiction /
party, or is subject to a disposition to collect tax or other Arbitration
public charges delinquencies.
11. If a petition for bankruptcy, reorganization, or other 1. Governing Law:
insolvency proceeding is filed against or by the
Customer. The Terms and Conditions and any sale or purchase of the
12. If the Customer passes a resolution to dissolve or Products, and/or the relationship of the Customer and MISUMI shall
merges with another company. be exclusively governed by and construed in accordance with the
13. If it becomes difficult for the Customer to perform its laws of Singapore without regard to its conflicts of law principles.
obligations under the Terms and Conditions or any sales
agreements due to a natural disaster, labour dispute, or 2. Customers located in Singapore:
other reasons.
14. If the Customer defrauds MISUMI or commits any other In case the Customer’s principal place of business is located
acts in bad faith that makes it difficult to continue the within Singapore, any claim or dispute arising out of or related
Customer’s membership. to the Terms and Conditions, the sale or purchase of the
15. If the Customer’s financial condition deteriorates or there Products, or the relationship of the Customer and MISUMI
are grounds to objectively believe this may occur. shall be brought exclusive in the courts of Singapore, and
16. If MISUMI cannot contact the Customer using the Customer and MISUMI hereby submit to and waive any
reasonable methods of communication. objections to the exclusive jurisdiction hereof.
17. If the Customer cancels its registration at its own
discretion under Article 21. 3. Customers located in other countries:
18. If the Customer has not placed an order for one (1) year
or more. In case the Customer’s principal place of business is located
19. If the Customer carries out any of the prohibited acts outside Singapore, any dispute arising out of or in connection
under Article 29. with the Terms and Conditions, the sale or purchase of the
20. If there are grounds that otherwise make MISUMI Products, or the relationship of the Customer and MISUMI,
believe the Customer is inappropriate as a customer for including any question regarding its existence, validity or
the Service. termination, shall be referred to and finally resolved by
2. If any of the above cases apply to the Customer, all arbitration in Singapore in accordance with the Arbitration
obligations owed by the Customer through use of the Rules of the Singapore International Arbitration Centre
Service will become immediately due and payable, and the (“SIAC Rules”) for the time being in force, which rules are
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