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GENERAL TERMS AND CONDITIONS: The sale of any product by TOK, Inc. (“TOK”) and any quotation from TOK are subject to the following additional termsand conditions which are knowingly and conclusively accepted by the Buyer. Any other terms and conditions inconsistent with these terms and conditions
are not binding on TOK and are not applicable to any sales or quotation by TOK. TOK’s failure to object to any contrary or additional terms contained in any
communication from Buyer shall not constitute a waiver of or an addition to these terms and conditions.
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Price. The prices are as negotiated between TOK and Buyer. Prices
are subject to change by TOK without prior notice. Prices may beaffected by minimum quantity charges and quantity volume discounts.
Prices are at all times subject to currency fluctuations, labor charges
and material costs.
Delivery. TOK shall select the carrier. Delivery is “EXW”, which shallbe interpreted in accordance with INCOTERMS 2020 as amended, toBuyer's facilities or as specified by Buyer all at Buyer’s cost. Ifshipment is from TOK’s supplier to Buyer’s facilities, then Buyer shallbe responsible for all freight, shipping and related transportation costs
and fees. TOK shall invoice Buyer for such charges. Buyer shall be
responsible for the payment of all personal property and all othertaxes, customs duties and fees, excise taxes, penalties, assessments
and all transportation charges, insurance costs, and other charges
incident to the storage and movement of the Product in connection
with delivery to Buyer. Buyer shall pay all customs duties, fees,
assessments, penalties, expenses and related transportation charges
upon demand by TOK and before delivery. Unless different agreement
is made between the parties, payment for the products shall be madeby telegraphic transfer. The carrier shall not be construed to be anagent of TOK. TOK shall not be responsible for any carrier delays.
TOK’s liability for risk of loss shall terminate upon delivery of theproduct to the carrier. TOK shall not be liable for any damages orpenalty for delay in delivery or failure to deliver when such delay iscaused by force majeure or is otherwise beyond TOK’s control. If theProducts are destroyed before the time of risk of loss passes to Buyer,then this Agreement shall be avoided and TOK excused from all
obligations hereunder.
Payment. Payment for product is due to TOK advance payment,
except for customs duties, all taxes and related fees, penalties,
assessments and related transportation expenses, which shall be dueand payable upon receipt of TOK’s invoice. Late charges and interestfor nonpayment shall be allowed to the highest extent allowed byapplicable law. All collection charges and collection fees and expenses
are the responsibility and obligation of the Buyer.
Limitation of Damages. IN NO EVENT WILL TOK OR ITS AUTHORIZEDREPRESENTATIVES BE LIABLE TO THE BUYER FOR ANY CLAIMS ORDAMAGES IN EXCESS OF AMOUNTS PAID BY THE BUYER TO TOK FORTHE PRODUCT OR SERVICES RELATING TO THE PRODUCT SPECIFIEDHEREIN. TOK SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSTSAVINGS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL ORCONSEQUENTIAL DAMAGES, EVEN IF TOK OR ITS AUTHORIZEDREPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.
Warranty. TOK warrants to Buyer that all of its products shall be freefrom initial defects in material and workmanship during normal useand service for a period of ninety (90) days from date of consumerpurchase. TOK must be notified in writing of all warranty claims andall such claims must be made within this time period. Merchantability
and fitness for a particular purpose are disclaimed to the fullest extentof law. All weight resistance descriptions on any product are forgeneral reference only and are not guaranteed or specific for any
purpose. Warranty claims and product returns are subject to TOK’sReturn Materials Authorization (RMA) procedures.
This limited
warranty does not apply to product that has been abused, damaged,
altered or misused by any person or entity after title passes to Buyer.
TOK’s sole obligation, and Buyer’s sole remedy, is for TOK to replaceand send such replacement to Buyer freight prepaid as soon ascommercially reasonable and practicable. Buyer shall return products

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covered by this warranty freight prepaid after completing a failure
report and obtaining a RMA number from TOK to be displayed on theshipping label. Customer shall bear all of the risk, and all costs andexpenses, associated with products that have been returned to TOK
for which there is no defect found. No agent, employee or
representative of TOK has any authority to bind TOK to any
representation of warranty concerning the goods sold to Buyer, unlessspecifically included within these terms and conditions; any such
representation is not deemed a part of the basis of this transaction
and shall not in any way be enforceable against TOK.
No Returns. After TOK has sent the order confirmation, TOK shall not
accept requests for cancellations, returns, exchanges, or refunds,
including situations due to the Buyer’s error in product selection ororder unless the Product the Buyer purchased is defective as stated inArticle 5.
Disputes. Any dispute, controversy or difference of opinion as towhether any of the Product are defective which the parties are unable
to resolve by negotiation, shall be resolved by final and binding
arbitration in Tokyo, Japan in accordance with the Commercial
Arbitration Rules of The Japan Commercial Arbitration Association.
Each party shall bear its own expenses and costs of the arbitration.
Liability for Damages to TOK. Buyer understands that upon TOK’s
acceptance of Buyer’s order, TOK will incur substantial expenses andsuffer significant losses if Buyer subsequently breaches its agreement
to purchase the Product. In the event of any default by Buyer, Buyer
shall be liable for all damages suffered by TOK and shall indemnify TOKagainst and be responsible for all of TOK’s obligations to any third
parties involved in supplying the Product.
Relationship. The relationship created between Buyer and TOK shallbe strictly that of customer and supplier. Neither party is constituted
an agent or legal representative of the other party for any purpose
whatsoever, and neither party is granted any right or authority
hereunder to assume or create any obligation, express or implied, or
to make any representation, warranties or guarantees on behalf of theother party.
Property Rights. All rights, proprietary rights, patents, trademarks,
service marks, copyrights, trade secrets, and any other intellectual
property rights that exist in or arise from the product and its
technology shall at all times remain to TOK. Buyer acknowledges andagrees that any acts contained in this Agreement will not be construed
as transfers, grants, options, licenses, and any other assignments ofany rights, titles and interests to Buyer or its agents.
Waiver. A waiver by either party of a breach of any of the terms
hereof by the other party shall not be deemed a waiver of any
subsequent breach.
Choice of Law and Jurisdiction. This Agreement, and any disputearising from the relationship between the Parties hereunder, will begoverned by the laws of Japan, excluding its conflict of law rules. The
Parties knowingly, voluntarily and irrevocably consent that all mattersand disputes relating to and arising from this Agreement shall be
exclusively brought in the Tokyo District Court of Japan.
Severability. If any of the terms or conditions hereof are held void orunenforceable, such terms or conditions will be treated as severable,leaving the remainder of the terms and conditions valid andenforceable.
Attorneys' Fees. In any action or proceeding involving theenforcement or interpretation hereof, each party shall be responsiblefor its own attorneys' fees and all costs and expenses incurred inconnection therewith.

TOK, Inc. ･ 1-17-12, Azusawa, Itabashi, Tokyo ･ 174-8501, Japan ･ T +81-3-3969-1531 ･ F +81-3-3558-7276 ･ www.tok-inc.com/en

15. Interest and Collection Costs. Any amount not paid by Buyer when
due shall bear interest at the highest legal rate permitted by applicablelaw. All costs of collection and enforcement of any judgment shall beawarded.
16. Use of Standard Forms. For purposes of convenience only, the parties
shall be free to use their standard business forms in connection withthe transactions contemplated by this Agreement. However, thisAgreement shall take precedence over any invoices, quotations,purchase orders or other standards forms of Buyer. Any terms
contained in such standard forms that are inconsistent with the terms
herein shall be of no force or effect.
17. Successors in Interest. This Agreement shall be binding upon andinure to the benefit of the parties and shall not be assigned by either
party without the prior written consent of the other party.
18. Entire Understanding. This Agreement constitutes the entire
agreement between TOK and Buyer and shall supersede any otherprior agreements, whether oral or written, express or implied, as they
pertain to the product and services ordered, and shall supersede any
conflicting provisions of Buyer’s purchase order and written
acknowledgment. This Agreement may not be changed or modified
except as specifically and mutually agreed upon in writing by bothparties.

TOK, Inc. ･ 1-17-12, Azusawa, Itabashi, Tokyo ･ 174-8501, Japan ･ T +81-3-3969-1531 ･ F +81-3-3558-7276 ･ www.tok-inc.com/en