Standard trading conditions

1. Trading Agreements and Limitations

The agreement between the Buyer and Seller concerning the Goods and/or Services (hereinafter referred to as the "Trading Agreement") shall consist of the terms set forth in this Agreement and the Seller's quotation or order form (collectively, the "Seller Presentation Terms"). The Buyer acceptance of the Seller's offer shall also be expressly limited to the Seller's presentation terms, and if the Buyer quotation request, order form and other communication from the Buyer to the Seller has the additional terms of the Seller's presentation terms, different terms or conflicting terms, the Seller shall object to those terms and conditions and the Seller presentation terms shall prevail over those additional conditions, different conditions or conflicting terms. In the event of any conflict between the terms set forth in this document and the terms set forth in the Seller's quotation or order form, the latter shall prevail. If there is any conflict between the terms described in the Seller's quotation and the terms described in the Seller's order form, the latter shall prevail. Any modification or renouncement of the Seller Presentation Terms shall be void except in writing by the authorized Seller's representative.

2. Cancel

The Buyer may not rescind all or part of the order except in writing to the Seller and the following cancellation fees are paid to the Seller: The Buyer acknowledges that such cancellation fees are not fines, but the difficulty of calculating the actual damage to the Seller, and that the Seller has been agreed from the inconveniences and infeasibility of obtaining the proper remedy. The cancellation fee is as follows.

The Buyer may not cancel all or part of the order after shipment. In addition, the Buyer shall not make any appointment or content change for all or part of the order without the prior written consent of the Seller.

3. Price and Payment

The terms of payment for the sale shall be the end of the month following the end of the month following delivery (delivery or inspection) or according to the other terms agreed between the Buyer and the Seller. The amount that is not paid after our 30-day grace period will be charged 1½ per month. If the trading contract is about multiple Commodity units, the Commodity may be shipped in a single lot or several lots with the consent of the Buyer and the shipment shall be made separately for such Shipment. The payment due by proportional allocation shall be due in parallel to the delivery. The Seller shall be entitled to request the guarantee of full payment or partial payment before shipment by the Buyer financial condition. If the Buyer becomes insolvency or insolvency under the bankruptcy or bankruptcy law or the legal procedure is filed against the Buyer whether voluntary or non-voluntary, the Seller shall be entitled to cancel the unperformed order at that time at any time during the period during which the seizure claim is recognized, and the cancellation fee prescribed in Article 2. If the Seller accepts the delivery delay requested by the Buyer shall be the due date on the day the Seller is ready for shipment, and the goods stored for the Buyer after such day shall be at the Buyer at the risk and shall be kept at the expense.

4. Tax

The price does not include consumption tax and local consumption tax.

5. Delivery

The promise of delivery from the stock shall be limited to the goods in stock. The delivery date is not guaranteed, but the delivery date is estimated on the basis of the Seller will promptly receive all information and approval provided by the Buyer and there is no delay to be exempted under Article 10 (Delay). The Seller shall endeavor in good faith to deliver the estimated delivery date. The delivery location in Japan for sale shall be the place specified by the Buyer.

6. Ownership & Danger Transfer

The ownership and danger of the goods to be shipped shall be transferred to the Buyer at the time of delivery at the location specified by the Buyer However, in case of postponement shipment under Article 3
, ownership and danger shall be transferred at the Seller's shipment location.

7. Warranty limitation

Notwithstanding the other provisions of the trading agreement, the express warranty incorporated by explicitly stated or referenced in the Seller's quotation or order form is the only guarantee that the goods and/or services provided under the trading agreement and other warranties (including but not limited to the guarantee of marketability and fitness for a particular purpose ) shall not apply whether it is statutory or written or orally or express or implied. If applicable, the Seller's basic warranty shall be the content to be attached to this document. Except as otherwise noted in the Seller's quotation or order form, the specification documents attached to the goods sold under the trading agreement or provided in conjunction with the goods are intended to explain and are not intended to guarantee.

8. Remedy limitation and liability limitation

Notwithstanding the other provisions of the trading agreement,
A. except as otherwise provided in Article 11 (Patent), the remedy provided in the Seller's quotation or order form by stating or referring to the Seller's quotation or order form after delivery of the goods and the Buyer's sole remedy for the goods and/or services, regardless of the basis of the contract, tort (including negligence), negligence liability or otherwise, and the liability shall be held by the Seller and Seller's subconstructor, and such liability shall cease upon the expiry of the warranty period set forth in the warranty document.
B. The Seller or the Seller's subcontractor shall not be liable in any case for any nature, special, indirect or penal loss or damage (but not limited to the damage or inability to use the plant or equipment, interest addition or capital expenses, the cost of the alternative device, equipment or service, the purchase power or alternative power costs (including the additional cost incurred when using the existing power equipment), the Buyer customer's claim.
C. Seller and Seller subcontractor shall not be liable for any damages arising from or in connection with the said goods and/or services provided under the terms of the design, manufacture, sale, resell, delivery, installation, use, operation, maintenance or repair of the contract, or in no case whatsoever.

9. Software use right

The software supplied by the Seller shall be only available for a particular computer system. Such Software shall not be copied without the Seller's prior written consent, and shall not be given to a third party or other entity. The permission to copy for the purpose of archive storage or backup is given by the Seller. If you violate this provision, the Seller may terminate the right of the Buyer

10. Delay

The Seller shall not be liable for the delay or failure of the performance of the obligations under the trading agreement, whether in natural disaster, the act or omission of the Buyer or omission of the civilian or military authority, the governmental policy, fire, strike, or other labor dispute, accident, flood, plague, war, riot, delay or inability to procure materials and components, workforce, fuel, equipment or otherwise similar to this, as a direct or indirect consequence of the situation beyond the reasonable management ability of the Seller or the Seller's shareholders or affiliate, or any of these, arising as a cause. If such default or delay occurs, the Seller will be extended only the period equivalent to such default or delay period. The Seller shall notify the Buyer of that effect if the material delay occurs, and shall further clarify the delivery date after the change as soon as possible.

11. Patent

A. The Seller warrants that in all the products supplied under the trading contract will be delivered from a third party without receiving a lawful claim for infringing the Japanese patent. If the Buyer has made all the payment to be paid at the time under the trading contract and the Seller is promptly notified in writing and given the Seller's authority and information and assistance to the Seller, the Seller shall be at the Seller's expense to settle the action or legal procedure filed by the Seller's opponent at the Seller's discretion and shall pay all the damages and expenses ordered by the Buyer due to such breach. If the case has been ruled that all or part of the product falls under patent infringement and the use of all or part of the product is issued in the case, the Seller shall bear the expense and at his own discretion, (1) acquire the right to continue using the product or part of it for the Buyer or (2) replace all or part of the product with a product that is not patent infringement, or (3) make the product or part that is subject to the lawsuit so that it is not patent infringement or (4) recover the product and pay the transportation cost (which will deduct the appropriate depreciation for the duration of use) and the Buyer paid separately. The above is to specify the Seller's full liability for the patent infringement by the product or part thereof.
B. Above, Article 11. A. Shall not apply to all or part of the product based on the Buyer specification or to all or part of the product manufactured in accordance with the Buyer design, and shall not apply if you combine the product or part of the product that is not supplied by the Seller as part of this transaction. With regard to the use by the product, its part or such combination the Seller shall not be liable for the patent infringement, and the Buyer shall ensure that Seller is not damaged by any infringement claims arising from such patent infringement.

12. Use limitation

Except as otherwise expressly provided in the Seller's quotation or order acceptance, the goods and/or service subject to the trading contract shall not be used in connection with the nuclear facility or nuclear activity as defined in Article 170 of the United States Nuclear Energy Act of 1954, as amended. If the Buyer does not comply with the previous, the Seller shall refuse all kind of liability arising from such use, regardless of whether based on the contract, tort (including negligence), negligence liability or other information, and the Buyer shall compensate the Seller's and the Seller's subcontractor from the liability, loss and damage to all nature arising from such use, and keep them harmless.

13. Ownership of the Seller's data

The specifications, drawings, manufacturing data and other information provided to the Buyer by the Seller's property and will be disclosed in the confidential condition that you shall not reproduce or reproduce without the prior written consent of the Seller, and shall not be used for any other purpose except when used in connection with the goods and/or services subject to the trading agreement.

14. Applicable law

The trading agreement shall be governed by the laws of Japan and interpreted in accordance with the laws of Japan.

15. Transfer

The Buyer shall not transfer the Buyer rights or obligations under the trading agreement without the prior written consent of the Seller, and if the transfer of such right or obligation without obtaining such consent, the transfer shall be invalid.

16. Other

All rights and remedy of the Seller, whether granted by this document or other documents or granted by the law, shall be cumulative and shall be exercised alone or multiple simultaneously. Even if the judgment that any provision of the trading agreement is invalid under applicable laws or regulations, the other provision of the trading agreement shall not affect the other provision of the said trading agreement, and the other provision shall be effective without the provision of the void and the provision of the trading agreement shall be separable for this purpose.

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Warranty statement

Million Technologies Canberra Corporation (We) warrants to the customer (you) (you) that the software provided by us in connection with the equipment sold by us for 90 days from the date of shipment. The software operates in accordance with the specifications applicable only when used in conjunction with the equipment sold by us and that the software will be free of defects in the medium to the software offer. We also warrant that (A) the equipment sold by us will be free of defects in material and enforcement for one year from the date of delivery of the equipment, (B) the services conducted by us in connection with the equipment, such as the on-site supervision service and installation service concerning the equipment, will be free of defects for one year from the date of the service.
If the material and enforcement fault is found within the applicable warranty period above, in its own discretion, bear the expense and （A）shall repair or replace the software or equipment if the software or equipment is defective, and （B）shall re-engage the service.
If you experience the work, please contact our service department. ( Local work will be charged.) We will not provide free of charge for the equipment during the working period.

Limitations

Except as provided in this document, except other warranties or remedy (including but not limited to the warranties of the marketability or fitness for a particular purpose) shall not apply whether it is legal or written or oral, or express or otherwise based on. In no event shall Million Technologies Canberra be liable for any special, punishment, penalty, indirect or derivative loss or damage to any nature regardless of whether by default, tort (including negligence) liability, negligence liability or otherwise. During the applicable warranty period or if the service is defective, the software or equipment repair or replacement by the expense burden of Million Technologies Canberra Co. Ltd. will be the result of re-written and re-assessment is your sole and exclusive remedy treatment under this warranty.

Exclusion

The damage to the equipment modified or modified without our written permission by our service representative, or damage confirmed to be caused by unauthorized use, misuse, accident, negligence or abnormal physical stress or electrical stress. If you voluntarily or use the third party to repair and replace the equipment without the written permission of us then our warranty will not apply, and we shall not be liable and liable for the cost of its repair and replacement service.
If the abnormal use is damaged due to the damage, or if a person other than our service representative has equipment maintenance or repair without our prior approval, or if a person other than our service representative tries to repair the equipment, without our prior consent, we shall not be obliged to provide the warranty service.
The damage to the detector caused by a neutron or heavy charge particle is not subject to our warranty. The detector without the window or window of the beryllium, carbon composite material, polymer is also not covered by our warranty.

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Software license

If you purchase our software, you will not have the software itself, and you have purchased the right to use the software. The authority to the software is still in us, so you cannot transfer the software in the sell, distribution or other way. This right to use the software on a computer only at a time. You must obtain the written permission for the exceptional handling of this restricted right to use.
You shall not transfer the intellectual property rights to the software and the changes to the existing software developed by us to you. You will have purchased the right to use the software.

Backup copy

Our software is protected by the copyright law. You will be given from us the express permission to copy the software only once to store for the purpose of backup protection. You shall not be able to copy our software or part of it for any other purpose.