OrioN Port Terms of Service
OrioN Co., Ltd. (hereinafter referred to as “the Company”) shall provide Japanese food importation platform “OrioN Port” (hereinafter referred to as “this Service”) based on this terms of service (hereinafter referred to as “this TOS”.
Article 1(Application of this TOS)
In case the content of this TOS and that of individual Service contract differs, provision of individual Service contract shall be applied in priority to this TOS.
The following words shall be defined below in this TOS.
1. Contractor: Those who agree to this TOS, use this Service and import
2. Service contract: Contract regarding provision of this Service agreed by the Company and the contractor based on this TOS
3. Service contract etc.: Service contract and this TOS
4. Exporter: Those who supply export product such as vegetable, fresh fish etc. in Japan
Unless otherwise specified in Service contract etc. notification from the Company to the user of this Service shall be done by email, written form or posting on this Service’s website etc. which the company regards as appropriate.
2. Based on the provisions set forth in the preceding paragraph, in case the notification from the Company to the contractors is done by sending email or posting on the Company’s website, such notification shall be effective at the point in which email was sent or the content was posted on the website.
Article 4(Amendment of this TOS)
The Company may, from time to time, amend this TOS. Meanwhile, in such case, the content of new TOS with amendment shall be applied to the content of contractor’s service condition and any other service contract.
Article 5(Agreed jurisdiction)
In case a litigation shall be necessary between the contractor and the Company, the Tokyo District Court shall be the exclusive agreement jurisdiction court of the first instance.
Article 6(Governing law)
Governing law concerning the establishment, effectiveness, performance and interpretation of the Service contract etc. shall be the Japanese law.
Article 7(Execution etc. of Service contract)
Execution of the Service contract shall be at the point application is done on the website and the Company sent approval notice in a way designated by the Company. Meanwhile, user applicant of this Service shall apply on agreeing to the content of this TOS, and by the application to this Service, the Company shall regard such applicant as to have agreed on this TOS.
2. Modification of the Service contract shall be effective at the point when contractor submit designated “Service Modification Application” to the Company and the Company sends approval notice in the way designated by the Company.
3. Regardless of each above clause and other clause of this TOS, in case contractor falls under one of the following items, the Company may deny the execution of the Service contract or the modification of Service contract.
(1) In case the contract has been canceled due to nonperformance of monetary obligations related to this service or violation of other Service contract etc.
(2) In case there is a false statement, mistyping or omission in the Service application form or Service modification application form
(3) In case there is a risk of failing to fulfill monetary obligations or other obligations based on the Service contract etc.
(4) In any other case when the Company deems it inappropriate
Article 8 (Modification notice)
In case items related to contractors of Service application such as business name, office address, contact etc. were modified, the contractor shall notify the Company in the way designated by the Company, no later than 5 days before scheduled modification date.
2. In case the contractor gets damage by non-arrival of notification or any other items due to neglecting the notification in the previous item, the Company shall not be responsible at all.
Article 9 (Temporally suspension and termination of Service provision)
The Company may suspend providing this Service without prior notice or approval from contractor in case of one of the following item.
(1) For necessary maintenance due to defect of the facility of this Service etc.
(2) In case it’s inevitable operationally or technically
(3) Any other case in which the Service cannot be provided due to force majeure such as natural disasters etc.
2. The Company may temporally suspend this Service for periodic inspection of the facility of this Service with prior notice to contractors.
3. In case contractor etc. or any other third party had damage related to non-provision of this Service due to the reason defined above, the Company shall not be responsible at all.
Article 10 (Termination of the Service contract from the Company side)
In case the Company decides that contractor falls under one of the following items, the Company may terminate the whole or some part of the Service contract without prior notice or demand to such contractor.
(1) In case there was a false statement in the Service application form, the Service modification application form and other submitted information etc.
(2) In case payment was canceled or become impossible
(3) In case the bill or check was dishonored
(4) In case there is an appeal of seizure, provisional seizure or auction or when there is coercive collection of taxes and public dues
(5) In case there was an appeal of Bankruptcy, commencement of corporate restructuring, commencement of corporate reorganization proceedings or the commencement of civil rehabilitation proceedings, or where there is serious unease arose in the credit state
(6) In case the contractor received punishment such as cancellation, suspension, etc. of business license from regulatory authorities
(7) In case contractor violates the Service contract etc., and it is not corrected within a reasonable period after the Company requested the correction of such violation
(8) In case a resolution such as dissolution, capital reduction, transfer of all or a significant part of sales, etc. was passed
(9) In case there is a cause that makes it difficult to fulfill the Service contract
Article 11 (Termination of this Service)
In case it falls under one of the following items, the Company may terminate whole or some part of this Service, and Service contract shall be terminated as a whole or partially on the day of termination.
(1) In case contractors were notified no later than 30 days before the termination date
(2) In case this Service may not be provided due to force majeure such as natural disaster
2. In case this Service shall be terminated as a whole or partially based on the previous item, the Company shall provide this Service for the already paid order until it’s delivery completion.
Article 12 (Shipment/Delivery)
Exporter shall attach invoice or product shipping information to contractor for each shipping.
2. In the case of product delivery, contractor shall check the product at customs and notify delivery completion with the result on the website of this Service. Passing product check shall be regarded as delivery completion.
3. In case there is product defects, product damage, product shortage or mistaken item, contractor shall take photo or video of the product status on the day of delivery and then contact exporter or from the website from this Service.
In case it was decided to be defect liability of exporter, such exporter shall deliver short product or replacement at own cost.
4. In case there is no notification to exporter and the company on the day of delivery, it shall be regarded as product check passed.
(Listed price on the website)
Contractor shall agree that price listed on the website of this Service and actual cost may differ due to the different exchange rate by card company and the change of customs fee/oil surcharge. Regardless of additional cost such as exchange fee etc., or fee related to different exchange rate or card company fee, the Company shall not be responsible at all.
Article 13 (Payment)
At the point of product order, the contractor shall be regarded as have accepted credit card payment. After the payment confirmation of credit card, the product shall be shipped from the exporter. Meanwhile, cancellation of order is possible for 24 hours after the order and became impossible after such period.
Article 14 (Force Majeure)
In case of all or partial default of this TOS after the agreement of this TOS due to circumstances of natural disasters such as floods, fires, earthquakes etc., war, military operations, acts of state agencies and any other situations that are inevitable for contractors, exporters and the Company, any party shall not be responsible.
Article 15 (Quality)
Exporter shall guarantee to the contractors that the products they provide to this Service shall always fulfill the Food Sanitation Law and any other relevant regulation, and to be under a duty of care to the quality and labeling of the products.
Article 16 (Possession)
The possession of the products shall be transferred to the contractor from the exporter at the completion of product delivery.
Article 17 (Right of trademark etc.)
The right concerning the name of the Company, trademark of the name of this Service (OrioN Port), product name, design, and possessing manufacturing patent shall belong to the Company and in case of applying/using these outside Japan, the approval of the Company shall be required.
Article 18 (Limit of damage compensation)
Regarding this Service or the Service contract etc., regardless of liability default, illegal act liability or any other legal claim cause, the scope of liability for damages of the Company incurring to the contractor shall be limited to the normal damage that occurred directly by the reasons attributable to the Company or violation of the Service contract etc. by the Company. Meanwhile, we shall not be responsible for damages arising from circumstances that can not be attributed to the Company, damage caused by special circumstances regardless of whether the Company’s predictability or lost profits.
2. Regarding this Service or the Service contract etc., in case of damages to accredited users due to reasons attributable to the Company or due to violation of the Service contract etc. by the Company, we shall not be responsible at all for accredited users by being responsible for contractors designated in the previous clause and the contractor shall be responsible for responding to accredited users.
Article 19 (Disclaimer)
The responsibility of the Company regarding this Service and service contract etc. shall be limited with in the range of the previous article regardless of reason and the company shall not be responsible for default liability, illegal act liability and any other compensation regardless of the cause of request based on the law regarding damages generated to contractors etc. by the following reasons.
(1) Act of providence such as natural disaster, disturbance, riots etc.
(2) Failure of contractor’s connection environment or failure of contractor’s connection environment such as of trouble of Internet connection service to the facility of this Service
(3) Damage caused by the capability of the Internet connection service such as response time from the facility of this Service
(4) Intrusion to the facility of this Service by a computer virus that is not included in virus pattern of implemented anti-virus software or whose virus definition file etc. wasn’t supplied from such third party.
(5) Illegal access, attack or perception on communication path to the facility of this Service by third party that can not be avoided even with due care of manager
(6) Damage caused by contractor not observing the procedure/security procedure designated by the Company
(7) Damage caused by software (OS, middle-ware, DB, MS) and database of the facility of this Service that is not manufactured by the Company
(8) Damage caused by hardware of this Service that is not manufactured by the Company
(9) Damage caused by a malfunction of telecommunications service provided by a telecommunications carrier
(10) Compulsory disposition based on the article 218 of the Code of Criminal Procedure (seizure, search and verification by warrant), the provisions of the law concerning communication interception for criminal investigations and any other compulsory disposition by court order or regulation
(11) Accidents such as loss during the transportation of deliverables that are unavoidable and without reason attributable to the Company
(12) When it’s related to the work of a subcontractor and there is no reason attributable to the Company since it’s a failure of appointment / supervision of the subcontractor
(13) Other reasons that is not attributable to the Company
2. The Company shall not be responsible at all for conflict etc. occurred between the contractor and third party by the use of this Service by the contractor.
January 1st 2018