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JAPANESE MINI-TRUCK IMPORT CONCIERGE
Last Updated: November 1, 2023
THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS. PLEASE CAREFULLY READ THIS TERMS OF SERVICE PRIOR TO USING OUR SERVICES. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION SO THAT YOU ARE AWARE OF YOUR LEGAL RIGHTS.
Section 1 – Introduction & Consent to Terms.
Welcome to Oiwaco JP., a California corporation’s (referred to herein as “Oiwa”, “we”, “us”, or “our”) Mini-Truck Import Concierge Terms of Service (referred to herein as the “Terms”). These Terms set forth the terms and obligations between us, the company providing the Services (as defined below), and you, our client (a “you” or “Client”) (referred to herein collectively as the “Parties”).
These Terms apply to all Clients who sign up for our Japanese mini truck import concierge services (herein our “Services”). If you do not agree to these Terms, we ask that you please not sign up for our Services. Signing up for our Services constitutes explicit acceptance of all terms found herein.
If you are using our Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or that person violates these Terms.
Thank you and we look forward to working with you!
Section 2 – Exploring our Services, Deposit, and Limited Agency.
Oiwa assists our customers by ensuring a more streamlined process and secure financial transactions as the middleman between sellers of Vehicles and you, our client, to for importing one or more Japanese mini-trucks (each a “Vehicle” or “Vehicles”).
To sign up for our Services, you must (1) agree to these Terms; (2) pay a five-hundred-dollar ($500) deposit which reserves our availability for the Services; and (3) send us all requested/required background on the Vehicle you are looking for and/or any other information we request from you prior to beginning your search for your Vehicle.
By engaging Oiwa for the Services, Client hereby appoints Oiwa as its limited-scope agent to find, locate, and if approved by Client, secure one or more Vehicles for Client, in accordance with Client’s specifications and desires.
Section 3 – Our Role in Your Transaction.
Oiwa assists in the facilitation of Vehicle transactions between sellers of Japanese mini-trucks (each, referred to as a “Seller” or referred to collectively as “Sellers”) and our Clients.
Oiwa agrees to use commercially reasonable efforts to source and arrange for the purchase of one of more Vehicles on behalf of our Client. Our Services generally include:
· Obtaining your desired specifications, including cost, for your Vehicle;
· Locating and sharing potential Vehicles with you;
· Communicating with you throughout the process;
· Obtaining the necessary documentation for you to review the Vehicle prior to purchase;
· Placing bids and communicating with Sellers;
· Facilitating your purchase of a Vehicle;
· Dealing with customs and importing of your Vehicle; and
· Facilitating the transfer of the Vehicle to you through third-party shipping and transportation companies.
While Oiwa has a network of trusted industry professionals and endeavors to use commercially reasonable efforts to verify the validity of a Listing, Oiwa makes no representations or warranties about the authenticity or legitimacy of a Listing outside of what is listed in these Terms. All such responsibility is on the Seller of the Vehicle, who is an independent third-party.
As a third-party, not connected to the Sellers, Oiwa will not be responsible for anything outside of its control, including but not limited to the inclusions in a Listing, the condition of a Vehicle, issues with a Vehicle, or misrepresentations by the Seller.
Section 4 – How the Process Works and Bidding on a Vehicle.
Before beginning the Services, we will obtain any and all necessary information from you to determine what Vehicle you are looking to obtain, and all pertinent details about the vehicle (ex – size, color, year, mileage, style, etc.).
This will also include the maximum amount of money you’re willing to spend on a Vehicle (herein a “Max Bid”).
When you have selected a Vehicle you would like to purchase, Oiwa first requires you to pay the Pre-Bid Payment prior to placing a bid for a Vehicle (a “Bid”). The Pre-Bid Payment is your commitment to the purchasing process and will then enable us to place one or more Bids on your requested Vehicle.
When you provide us a Max Bid, you authorize us to place one or more Bids for amounts up to the Max Bid. We will not place a Bid for over your Max Bid without your authorization.
If we are unable to secure your Vehicle, your Pre-Bid Payment remains flexible, which means we can refund it to you, or you can leave it in our wallet. This wallet allows Oiwa to remain available for future bidding opportunities, eliminating the need for repetitive transfer processes and ensuring you remain ready to seize upcoming opportunities swiftly.
At all times, you will control what Vehicle you place Bids on.
Section 5 – Payments and Fees in Connection with our Services.
Deposit: In order to secure our availability to provide you with the Services, you are required to pay an initial deposit of five hundred dollars ($500) (herein the “Deposit”). The Deposit will be applied to your balance owed under these Terms. If you never have a Bid accepted, then your five hundred dollars ($500) deposit will be refundable to you.
50% Pre-Bid Payment: Upon finding a vehicle that matches Client’s request and before placing a Bid, Client will be required to pay a 50% deposit based on the estimated total cost of the Vehicle (referred to herein as the “Pre-Bid Payment”).
Please be aware that the Pre-Bid Payment is based on (a) the Bid price; and (b) estimated charges to import the Vehicle, including Japan-side costs, ocean freight charges, and customs fees. The estimated charges are estimates only, based on our experience. To the extent that there are additional charges over the estimated charges, these additional charges will be sent with your Final Invoice (as defined below).
50% Accepted Bid Payment: Once Oiwa have successfully secured a vehicle at auction on Client’s behalf, Oiwa requires the remaining 50% of the Vehicle's estimated cost to be paid within 24 hours of Bid acceptance (herein the “Accepted Bid Payment”). This payment covers the estimated remaining costs and allows Oiwa to initiate the necessary procedures for exporting the Vehicle and arranging its delivery to Client’s chosen location.
If you fail to complete the payment within the specified 24-hour period, you acknowledge and agree that (a) you will forfeit the Pre-Bid Payment and the right to purchase the Vehicle(s); and (b) Oiwa will have no obligation to continue to provide you the Services for that Vehicle. Since we front the money for our clients, in order to recover our losses, Oiwa reserves the right to sell or dispose of the Vehicle(s), in its sole discretion. To the extent that Oiwa sells the Vehicle after your non-payment, you do not have any rights of any kind in or to the Vehicle and/or the proceeds.
Oiwa Fee: In consideration for Oiwa’s provision of the Services, you also agree to pay to Oiwa a Service fee in the amount of: (a) one thousand five hundred and eighty-nine dollars ($1,589.00); + (b) ten percent (10%) of the Bid price of the Vehicle (herein the “Oiwa Fee”).
Final Invoice: Within seven (7) days of your receipt of the Vehicle, Oiwa will send you a “Final Invoice” detailing any and all remaining costs in connection with your Services. As outlined above, the payments we charge you prior to your receipt of the Vehicle are estimated charges only. From time to time, there are additional fees, costs, and expenses in providing you the Services.
Some examples of additional charges include, but are not limited to:
· Storage fees in Japan.
· Costs for mechanic visits if a vehicle fails to start after being purchased in Japan.
· Shipping costs from auction to mechanic and subsequently to the shipping yard.
· Any storage or cleaning fees incurred due to customs hold-ups in the USA.
· In case of damage during port pickup and delivery, the customer should file a claim with the transporter, as Oiwa isn't liable. Similarly, for thefts or fraud after the vehicle's arrival, the customer must file a police report; Oiwa holds no responsibility.
You agree that it is your sole responsibility to pay all costs, fees, and charges incurred by Oiwa in connection with you Services and importing of your Vehicle.
All amounts not paid to Oiwa under these Terms shall accrue interest at five percent (5%) per month until paid in full (“Late Fee”). Client agrees that the Late Fee is reasonable and was bargained for in this Agreement. Oiwa reserves the right to suspend or terminate its provision of the Services due to payment issues.
If Oiwa hires a third-party to collect on an Invoice, whether an attorney, collection agency, or otherwise, Oiwa shall be permitted to charge and collect from Client, in addition to the Invoice and the Late Fee, all costs associated in collection against Client, including costs of court and attorney’s fees.
Section 6 – Transfer of Ownership.
Upon successful completion of a Bid and payment of the Accepted Bid Payment, ownership of the Vehicle transfers directly from the Seller to Client. Oiwa assumes no liability or responsibility for any events or damages post this transfer, including but not limited to loss, damage, delay during transportation, handling, or storage, or any effects of natural disasters.
Subject to any third-party transportation agreements, Client assumes the risk of loss upon transfer ownership from the Seller to Oiwa.
Direct Transfer: The acquisition process designed by Oiwa’s guarantees a direct transfer of ownership from the vehicle Seller in Japan to Client. This ensures transparency and simplicity, as the chain of ownership does not pass through Oiwa.
Client’s Responsibility: By becoming the owner from the moment of successful auction, Client, as the customer, accepts the associated risks and responsibilities of the vehicle ownership. From potential natural disasters that may occur in Japan to incidents that might occur during transit, the liability falls upon the new owner - that is, you, Client.
Consequence of Ownership: Subject to the Limited Warranty, in the event the vehicle experiences mechanical issues upon arrival or during subsequent use, the responsibility lies with Client. As a direct importer, Client must understand and accept the risks associated with purchasing vehicles from a wholesale auction in Japan.
Validation of Ownership: To further validate and document the direct transfer of ownership, an introductory email will be sent from Oiwa TO Client, introducing Client to Oiwa’s partner Customs brokers. The Custom Broker(s) will guide Client in providing necessary documents, like photos of government-issued photo ID and social security card. The Customs Broker will also request Clientto sign a Power of Attorney, enabling the Customs Broker to file customs clearance documents on Clients behalf, as the consignee and registered importer of record on the shipment.
Section 7 – Vehicle Condition.
Except as outlined herein, all vehicles are purchased as-is, without warranties of any kind, either express or implied, including but not limited to warranties of title, implied warranties of merchantability, or fitness for a particular purpose. Except as outlined in the Limited Warranty, we do not accept returns for any reason.
Pre-Existing Conditions: Oiwa provides all known information about the condition of the vehicle, including any known defects or issues, based on the information provided at the auction. However, Client must understand that these vehicles are often used and may have pre-existing conditions or issues that were not apparent at the time of the auction or inspection, or could arise after ownership.
Post-Purchase Alterations: Oiwa does not undertake any repairs or modifications to the vehicle post-purchase. The vehicle is sold "as is" at the auction, with any changes to its condition after the point of sale not the responsibility of Oiwa.
Mechanical Failures: While Oiwa strive to provide accurate information, Oiwa does not provide warranties for any mechanical failures or issues that arise post-sale. This also extends to the vehicle's performance on arrival and beyond. As such, Client assumes full responsibility for any mechanical failures or issues after the vehicle has been purchased at the auction.
Vehicle Inspection: Oiwa strongly recommend Client to conduct their own inspections or hire a professional to do so upon the vehicle's arrival. This will provide a more comprehensive understanding of the vehicle's condition and help detect any potential issues early on. You agree that if you do not conduct an inspection of the Vehicle within 48 hours of delivery, you waive any right of inspection thereafter.
Vehicle Use: Client is responsible for ensuring that the Vehicle is fit for its intended use and complies with all applicable laws and regulations of the country of import. This includes, but is not limited to, roadworthiness, emissions standards, and safety regulations.
Historic Nature of Vehicles: Many of the vehicles imported through Oiwa are historic or classic cars. It is important to understand that these vehicles may not meet the same performance or safety standards as modern vehicles. Their condition may change over time due to factors such as age, previous use, storage conditions, and maintenance history.
Section 8 – Vehicle Discrepancies.
Vehicle Specifications: All known specifications of the vehicle at the time of the auction will be made available to Client. However, Oiwa cannot guarantee the complete accuracy of this information. Discrepancies that are found after the purchase between the provided specifications and the actual vehicle specifications will not be deemed a fault of Oiwa.
Vehicle Description: All efforts are made to provide an accurate and detailed description of the Vehicle based on the information available at the time of auction. Yet, it's important to note that Oiwa is not liable for any discrepancies between the vehicle description provided and the actual condition of the vehicle upon arrival.
Visual Discrepancies: Images of the vehicle provided to the customer are intended to give a general idea of the vehicle's aesthetic condition at the time of auction. Oiwa does not hold liability for any discrepancies between the visual representation and the actual aesthetic condition of the vehicle upon delivery.
Remedies for Discrepancies: In the rare event that a vehicle delivered is not the one purchased at the auction, Oiwa will take responsibility to address the issue. This could involve sourcing a replacement vehicle of equivalent value or refunding the purchase price. The chosen remedy will be at the sole discretion of Oiwa.
Customer's Acknowledgment: By using Oiwa’s Services, Client acknowledges the possibility of minor discrepancies due to the nature of used vehicle auctions and accepts the risk associated with the same. Client also understands that any complaints related to such discrepancies will not constitute grounds for legal recourse against Oiwa.
Section 9 – Optional Warranty.
This Section only applies to these Terms if you have purchased a Limited Warranty (as defined below).
For $449, we offer to our clients a “Limited Warranty” on all Vehicles under $10,000.00. The Limited Warranty will include a two (2) day warranty after your receipt of the Vehicle for any “Material Discrepancies”, which means a major issue with the Vehicle. If you do not pay the additional $449 for the Limited Warranty, you have no coverage hereunder.
The Limited Warranty will allow you to return the Vehicle for having Material Discrepancies and receive a refund of the Vehicle price (your Bid), less the Oiwa Fee, costs and expenses in shipping the Vehicle, and other charges outlined in this Section.
Vehicles ineligible for return include those that have:
· Been in an accident or sustained damage.
· Been altered from their sold condition.
· Non-severe mechanical issues such as routine maintenance brake pad or clutch replacements.
Refunds exclude Final Mile shipping charges. Customers also bear the shipping cost from their location to OIWA at 100 W Broadway, Long Beach, CA 90802.
All vehicle documents must be returned before processing refunds, which can take 6-10 business days. Documents must be sent certified to the following address OIWA, 4712 2nd street, Long Beach, CA 90803
Section 10 – No Guarantees.
Oiwa does not and cannot make any guarantees about you finding and purchasing a Vehicle, which is subject to a variety of issues, items, and variables outside of our control.
Section 11 – No Insurance.
Oiwa does not provide any form of insurance coverage for the Vehicle during transit.
Client is strongly advised to procure a comprehensive insurance policy that covers the vehicle from the moment of purchase at the auction until its delivery at the designated location. Any damages, losses, or thefts that may occur during transit are solely Client’s responsibility.
Section 12 – Confidentiality.
Each party acknowledges that they will have access to information that is treated as confidential and proprietary by the other, including, without limitation, the terms of this Agreement; information pertaining to the others operations, proposed operations and strategies; and the information contained in a Bid, regardless of whether spoken, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”).
Any Confidential Information that a party comes into contact with in connection with the relationship shall be subject to the terms and conditions of this Section.
Each party agrees to treat all Confidential Information as strictly confidential, not to disclose such information to any third party without the others’ prior written consent, or as required by law, and not to use any Confidential Information for any purpose except as required in the performance of the Services.
Section 13 – Oiwa Intellectual Property.
The contents of our Website are protected by United States and international copyright laws. The contents of our Website are owned exclusively by Oiwa or licensed to us. You may not, and may not cause or encourage others to, reproduce, distribute, display, sell, transfer, assign, license or use for commercial purposes any copyrighted material on our Website (the “Intellectual Property”) without our prior written consent. All rights not expressly granted in these Terms are reserved to Oiwa.
Oiwa and its name, logos, slogans, or otherwise are trademarks or service marks ("Marks") of Oiwa. All rights in these Marks are reserved by Oiwa. You may not use any Oiwa-provided Marks or other logos or graphics, without our prior written consent.
Section 14 – Relationship to Oiwa.
Each Dealership on our Website is an independently contracting third-party with respect to Oiwa. Nothing contained in these Terms shall be regarded as creating an employment, joint venture, or partnership relationship between Oiwa and a Dealership.
Oiwa is not responsible for the conduct of Dealerships.
Each Dealership shall be solely responsible for all applicable taxes resulting from the purchase of a vehicle on our Website.
Section 15 – Disclaimer.
OUR SERVICES ARE provided 'as is' and, to the extent permitted by applicable law, Oiwa and its OWNERS, directors, officers, employees, agents, representatives, licensors, third party providers and affiliates, exclude all representations or warranties of any kind, express or implied including, but not limited to, implied warranties of merchantability, satisfactory quality, and fitness for a particular purpose.
PHOTOGRAPHS, VIDEOS, AND DESCRIPTIONS OF YOUR VEHICLE ARE SHOWN TO YOU AS-IS. PLEASE BE AWARE THAT THE ACTUAL VEHCILE YOU RECEIVE MAY BE SLIGHTLY DIFFERENT FROM THE PHOTOS, DUE TO A VARIETY OF REASONS, INCLUDING TIME OF DAY THE PHOTOS WERE TAKEN, SEASON, WHETHER OR NOT A FLASH WAS USED, ETC. SLIGHT VARIATIONS OF THE CARS APPEARANCE IS SUBJECTIVE AND IS NOT A MATERIAL DISCREPANCY.
OIWA is not responsible for ensuring the vehicle complies with Environmental Protection Agency (EPA), Department of Transportation (DOT), National Highway Traffic Safety Administration (NHTSA) and Federal Motor Vehicle Safety Standards (FMVSS). OIWA shall not be held responsible for changes by the Department of Motor Vehicle (DMV) to the registration rules.
BY USING OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT OIWA IS RELYING ON THE REPRESENTATIONS, ACTIONS, AND PROFESSIONAL SERVICES OF THIRD-PARTIES FOR PART OF THE SERVICES. UNDER NO CIRCUMSTANCES OR FOR ANY REASON WILL OIWA BE LIABLE TO YOU NOR ANY THIRD-PARTY FOR THE ACTIONS OF ANY OF THE THIRD-PARTIES OIWA INTERACTS WITH WHILE PROVIDING YOU THE SERVICES.
We expressly disclaim any liability for loss or damage sustained by you as a result of USING our SERVICES.
Section 16 – Limitation of Liability.
WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.
IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF OIWA EXCEED THE OIWA FEE.
YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF OUR SERVICES OR THESE TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.
Section 17 – Indemnification.
You agree to defend, indemnify and hold Oiwa, its agents, employees, directors, officers, owners, etc. harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any claim, action, or demand arising from (i) your breach of these Terms; or (ii) breach of applicable law.
Section 18 – General Provisions.
Entire Agreement. These Terms contains the entire agreement between you and Oiwa.
Waiver. The failure by Oiwa to enforce any provision of these Terms shall not be construed as a waiver or limitation of our right to subsequently enforce and compel strict compliance with every provision of these Terms.
Assignment. You may not assign, pledge, delegate, or otherwise transfer any of your rights or obligations under these Terms without Oiwa’s prior written consent.
Applicable Law/Dispute Resolution. These Terms shall be governed by the laws of the State of California. Except for non-payment by you, any and all disputes arising out of or in connection with these Terms or the Services shall be subject to binding arbitration in Long Beach, California. The prevailing Party in any dispute shall be entitled to recover their reasonable attorney’s fees and costs.
Class Action Waiver.To the extent permitted by applicable law, you and Oiwa agree that any dispute arising out of these Terms or our Services is personal to you and Oiwa and that any disputes, if any, will be resolved solely through individual arbitration, and will not be brought as a class arbitration, class action or any other type of similar proceeding.
Severability. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
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