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Registration Procedures

Rules of HCT BID is a set of rules that specifies our auction.
Starting from 2021 Spring, we will be adding some rules about the Transaction Fee.
Please read carefully before participating in our auctions.

Chapter 1 General Provisions

Article 1 (Purpose): The purpose of the Rules is to ensure the smooth and fair operation of the Auctions held by HCMJ by setting forth the terms and conditions of membership registration, participation, the Bidding, the Successful Bidding, and other transactions related to the Auctions.

Article 2 (Definitions)

As used herein, the following terms have the following meanings:
(1) Regarding rules
(i) "Rules" means Rules for Hitachi Construction Machinery Japan Auction.
(ii) “Individual Rules” means guidelines, precautions, participation guidelines, provisions in contracts between HCMJ and Members and other supplementary provisions.
(iii) “Notice” means a notice from HCMJ to the Members.
(iv) “Rules, etc.” means collectively the Rules, the Individual Rules and the Notice.
(2) Regarding parties
(i) “HCMJ” means Hitachi Construction Machinery Japan Co., Ltd.
(ii) “Members” means collectively corporations or individuals registered by HCMJ in accordance with the Rules and qualified to participate in the Auctions held by HCMJ. The corporations whose address or location of the registered principal business office is in Japan is referred to the “Japanese Members”, and the corporations whose address or location of the registered principal business office is in a foreign country is referred to as the “Oversea Members.”
(iii) “Prospective Members” means corporations or individuals who wants to be the Members.
(iv) “Withdrawal Applicants” means the Members who apply for withdrawal from the membership registration.
(v) “Successful Bidder” means the Members who submitted the highest bid for the Equipment and such highest bid was confirmed as the Successful Bidding in accordance with the terms and conditions set by HCMJ.
(vi) “Third Parties” means any corporations or individuals other than HCMJ and the Members.
(vii) “HCM, etc.” means Hitachi Construction Machinery Co., Ltd., HCMJ’s parent company, and its subsidiary companies.
(viii) “HCM Group” means HCMJ and HCM, etc.
(ix) “Sales Partners” means business entities that engage in sales, after-sales service, maintenance, etc. for products of HCM Group.
(x) “Exporter” means a person or entity who handles customs clearance procedures for the Subject Equipment.
(3) Regarding services and systems
(i) "Service" means holding and operation of the Auctions, information provisions, management of the Members, support and other services related to these services provided by HCMJ.
(ii) “HCMJ’s Websites” means following websites operated by HCMJ:
Auction website: https://auction.hitachi-kenki.co.jp/auction/Top/index/jp
Live auction site: https://live-auction.hitachi-kenki.co.jp/
Home page: https://japan.hitachi-kenki.co.jp/
(iii) “ID and Password” means identification information issued by HCMJ to the Members for use of the Service.
(iv) “System Failure” means an event that makes it difficult for HCMJ to provide normal service due to communication failure, down of servers, software malfunction, etc.
(v) “Necessary Facilities, etc.” means internet environment, telecommunications equipment, software and other facilities necessary for use of the Service.
(4) Regarding the Auction
(i) “Auctions” means collectively auctions held by HCMJ (parade auctions, live auctions, tender auctions, internet auctions, etc.). Details will be announced on HCMJ's websites as needed.
(ii) “Deposit” means money required by HCMJ to deposit at the time of the membership registration, and is used to secure the performance of transactions.
(iii) “Bidding” means the act that indicates the will of purchase of the Equipment by presenting price.
(iv) “Proxy Bidding” (Absentee Bidding) means a system which the Members who are unable to participate in but want to participate in the Auctions may use and which enables such Members to submits the Bidding automatically register its maximum bidding price for the Equipment in advance and within the range of the maximum bidding price thorough the proxy bidding function provided by HCMJ.
(v) “Successful Bidding” means acquisition of the right to purchase the Equipment by the bidder who submitted the highest price in accordance with the terms and conditions set by HCMJ.
(vi) “Equipment” means used construction machinery, parts and other items approved by HCMJ to be sold at the Auctions.
(vii) “Subject Equipment” means the Equipment sold at the Auction.
(5) Regarding Sales
(i) “Sales Price” means the total amount calculated by adding the transaction fees, storage fees, removal costs and other related expenses separately determined by HCMJ to the successful bidding amount, and then added consumption tax and local consumption tax to it.
(ii) “Invoice” means an invoice for the Subject Equipment prepared and presented by HCMJ to the Members.
(iii) “Inspection” means the act of verifying that, if items won through the procedure of the Auctions are used construction machinery, the model and product identification number are identical or not, and, if items won through the procedure of the Auctions are parts or other items approved by HCMJ, that specification, feature and quantity, etc. are identical or not.
(iv) “Conformity “means that the Subject Equipment conforms to standard, specifications, quantities, etc. described in the auction site and auction list.
(6) Regarding information and intellectual property
(i) “Confidential Information” means information relating to the disclosing party’s business or technology which disclosed from the disclosing party to the receiving party (whether intentionally or not) or which comes to the receiving party’s knowledge, whether in writing, orally, by electronic means or any other disclosure methods.
(ii) “Personal Information” means information such as an individual name, date of birth, age, sex, home address, telephone number, e-mail address, place of employment or workplace, office address, work telephone number, credit card number, bank account, various numbers and character strings assigned to the individual, information regarding utilized Subject Equipment and utilized service, information regarding accessed websites, complaints, consultations, and inquiries, etc., and that identifies or can identify a specific person by one or combination of two or more.
"Principal" means a specific person who can be identified by such Personal Information.
(iii) "Acquired Information" means information regarding operation, location, alarm and other related information of the Subject Equipment with Terminals, and construction work data.
(iv) “Posting, etc.” means information, data, images, documents, etc. provided by the Members on the Service by uploading or other methods.
(v) "HCMJ’s Content" means information, software, images, video, audio, documents, data, programs, technology, know-how, and any other content provided by HCMJ on the Service.
(7) Others
(i) "Communication Terminals" means mobile communication terminals or satellite communication terminals that are equipped with the Subject Equipment.
(ii) “Subject Equipment with Terminals” means the Subject Equipment equipped with terminals.
(iii) "Destination" means a country or region where the exported Subject Equipment is finally used or put into operation after passing the import customs clearance of the country or region. For the purpose of the Rules, destination that HCMJ can reasonably ascertain as the final export destination shall be deemed to be the Destination.
(iv) “Laws and Regulations related to Economic Sanctions” means laws and regulations related to economic sanctions that include laws and regulations regarding money laundering and funding to terrorists, Foreign Exchange and Foreign Trade Law (Showa 24 (1949) Law No. 228) in Japan and regulations issued by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.

Article 3 (Application and Amendment)

1. The Rules, etc. are applicable to any relationship between HCMJ and the Members regarding use of the Service by the Members.
2. HCMJ may amend the Rules, etc. at any time when HCMJ deems it necessary. Any amendment to the Rules, etc. shall become effective when posted on HCMJ's Websites. The Members shall be deemed to have agreed to the amendments to the Rules, etc. if the Members uses the Service or do not apply for withdrawal from the membership registration.
3. The Individual Rules and the Notice shall constitute a part of the Rules. The Individual Rules and the Notice shall become effective when posted on HCMJ's Websites or when notified to the Members. In the event of any discrepancy between the Rules and the Individual Rules, the Individual Rules shall prevail.

Article 4 (Method of Notification)

1. HCMJ shall give the Notice to the Members by posting on HCMJ's Websites, by e-mail, by facsimile or by any other method HCMJ deems appropriate.
2. When HCMJ ships the Notice to the registered address of the Members or their joint guarantors and the Noice is not delivered, the Noice shall be deemed to have been delivered five (5) days after the shipment.
3. When HCMJ sends the Notice to the registered facsimile number of the Members or their joint guarantors, the Notice shall be deemed to have been delivered at the time of sending.
4. When HCMJ sends the Notice to the registered email address of the Members or their joint guarantors, the Noice shall be deemed to have been delivered at the time of sending.

Chapter 2 Membership System

Article 5 (Membership Qualification)

The Members are required to meet all of the following conditions:
(1) A corporation or a small business owner with a business office in or outside of Japan.
(2) In case a corporation or a small business owner with a business office in Japan, to have a valid "Secondhand Articles Dealer License (Kobutsusho Kyoka)" under the "Secondhand Goods Business Act (Showa 24 (1949) Act No. 108)”. This provision does not apply to the Members who participates in the Auction not for resale, exchange, sales of commission, etc. of the Equipment, but for the purpose of its own use of the Equipment.
(3) To have sufficient knowledge and experience in handling the Equipment.
(4) To have no record of serious violations of laws and regulations or serious troubles related to auctions in the past.
(5) Does not fall under the Anti-social Forces nor a member or affiliate of the Anti-social Forces.
(6) To have no record of serious violations of the rules and regulations related to the Auctions or auctions held by HCMJ’s business partner.

Article 6 (Admission, Membership Registration, and Re-screening)

1. The Prospective Members are required to submit the application form designated by HCMJ and necessary documents, and will be registered as the Members if approved after HCMJ's screening.
2. HCMJ shall have sole discretion as to whether approve the membership registration, and shall not be obligated to disclose reasons for its decision.
3. The membership qualification shall expire on 31st March of a year whose first digit is even, regardless of the date of the registration.
4. On the expiration date stipulated in the preceding paragraph, HCMJ shall conduct re-assessment, and if approved, renew the membership qualification. The Article 6-2 applies mutatis mutandis to the re-assessment.
5. The Members shall maintain the accuracy of registered information (address, contact information, representative, etc.) and immediately notify HCMJ of any of the following in the manner determined by HCMJ.
(1) When the location of the head office or principal office is changed.
(2) When the name, trade name, or representative of the corporation are changed.
(3) When there is a significant change in its business.

Article 7 (Deposit)

1. The Members shall make the Deposit designated by HCMJ to a bank account designated by HCMJ by a wire transfer. The charge for the transfer shall be borne by the Members.
2. No interest shall accrue on the Deposit. The Members are not allowed offset the Deposit by their monetary obligations under the Rules, etc. or other contracts.
3. HCMJ may at its discretion apply all or part of the Deposit for monetary obligation and interest and other obligations related thereto owed by the Members to HCMJ.
4. When HCMJ appropriates the Deposit in accordance with the preceding paragraph, the Members shall immediately deposit the amount equivalent to the appropriated amount in accordance with HCMJ's instructions.
5. When the Members lost the member qualification in accordance with Article 10 (Withdrawal), HCMJ shall confirm that the Members have no obligation to compensate for damages or unpaid debts, and then return the Deposit to the bank account designated by the Members. The charge for the transfer shall be borne by HCMJ.
6. When the Members fall under the Article 9 (Suspension, Cancellation, etc. of Membership Qualification), HCMJ will not return all or part of the Deposit as penalty for the breach. The amount of the penalty shall be determined separately from compensation for damage, and shall be limited to the amount of the Deposit.

Article 8 (Prohibited Matters)

1. HCMJ prohibits the following acts when using the Service by the Members.
(1) Acts that fall under the breach of the Rules, etc., or acts contrary to the purpose of the Rules.
(2) Acts that infringes or may infringe HCMJ’s Content, intellectual property rights (including patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights, etc.), other proprietary or personal rights owned by HCMJ, licensors who license HCMJ or HCM, etc., other Members or the Third Parties.
(3) Acts that cause or may cause damage to or are against or may be against interests of HCM Group, other Members or the Third Parties. Acts that cause trouble or may cause trouble to HCM Group, other Members or the Third Parties such as slander, libel, fraud, false declaration, excessive demands or other unfair or unjust means.
(4) Acts that unfairly damage or may damage honor, rights or credibility of others.
(5) Acts that violate laws and regulations, court judgments, decisions or orders, or legally binding administrative measures.
(6) Acts that offend or may offend public policy. Acts that provide information that may offend public policy to other Members or the Third Parties.
(7) Criminal acts or possible criminal acts. Acts that lead or may lead to or encourage or may encourage criminal acts.
(8) Acts that provides information that is or may be contrary to the truth.
(9) Acts that interfere or may interfere with the normal operation of the Service including but not limited to unauthorized access to HCM Group systems, falsification of program code associated with such access, creation of false location information, cheating by using communication equipment specifications or other applications, distribution of computer viruses.
(10) Use of functions or tools that automate macros or operations.
(11) Acts that undermine or may undermine the credibility or fairness of the Service (e.g., driving up price, self-bidding, etc.).
(12) Acts that may have adverse effects on the health development of mind and body of young people.
(13) Acts that disclose, leak, rent, allow to use, etc. the ID and Password, etc. to the other Members or the Third Parties.
(14) Acts that impersonate other Members, etc. and use the Service by using the ID and Password, etc. of other Members or by any other method.
(15) Acts that lead or may lead to crimes such as fraud, abuse of regulated substances, illegal trading of savings accounts and cell phones, etc.
(16) Acts that is related to or may be related to crime proceeds or terrorist financing.
(17) Acts that, whether directly or indirectly (including via internet or SNS), harm or affect safety or mental health of employees, etc. (including dispatched workers) of HCM Group or its contractors such as abusive language or intimidation.
(18) Any other acts, regardless of methods, that HCMJ deems to be extremely inappropriate in light of socially accepted norms and to interfere with the operation of the Service.
2. When HCMJ determines that the Members’ conducts fall under any of the items in the preceding paragraph, HCMJ may take any or all of the following measures without prior notice to the Members:
(1) Restriction of use of the Service.
(2) Cancellation of the membership qualification.
(3) Any other measures that HCMJ reasonably determines necessary.

Article 9 (Suspension, Cancellation, etc. of Membership Qualification)

1. HCMJ may, without prior notice, suspend use of the Service by the Members, change the ID and Password of the Members, suspend or cancel the member qualification of the Members or any other necessary measures when the Members fall under any of the followings.
(1) If the Members fail to pay the Sales Price by the due date specified in under the Article 18 (Payment of Sales Price), or fail to complete of the receipt of the Subject Equipment within one month from the date of the Successful Bidding in accordance with Article 21 (Delivery and Acceptance).
(2) In addition to the Article 9 (1), if the Members violate or may have violated the Rules, etc.
(3) If the Members committed or may have committed fraudulent act when using the Service.
(4) If it is necessary to ensure the security of the Members, such as when there are more than a certain number of password entry errors.
(5) The Members whose membership qualification was cancelled by HCMJ.
(6) The Members are an individual and when the Member's heir or other family members notify HCMJ that the Members have died, or when HCMJ confirmed the Members’ death.
(7) The Members are a minor individual and use the Service without the consent of his/her legal representative.
(8) The Members who are an individual and under adult wardship, curatorship, or assistance uses the Service without the consent of his/her guardian, curator or assist, etc.
(9) If the Members do not respond in good faith to a request from HCMJ.
(10) In addition to the Article 9 (1) to (9), if HCMJ reasonably determines that the Members are inappropriate as the Members.
2. HCMJ is not liable for any damages incurred by the Members as a result of the suspension of use of the Service, change of the ID and Password, or the suspension or cancellation of the member qualification in accordance with the preceding paragraph.
3. The Members shall be liable for compensation for any damages incurred by HCMJ or the Third Parties as a result of the suspension or cancellation of the member qualification in accordance with The Articl e 9-1.
4. If the member qualification of the Members is suspended or cancelled in accordance with the Article 9-1, all payment obligation of such Members to HCMJ shall become immediately due and payable without further notice or demand, and HCMJ may demand the Members to perform the obligation immediately.

Article 10 (Withdrawal)

1. The Withdrawal Applicants shall indicate the intention of the withdrawal by the application form designated by HCMJ and necessary documents.
2. If the Service was terminated for any reasons or the withdrawal procedure described in the preceding paragraph was completed, the Service becomes immediately unavailable. Any rights the Members had at that time in relation to the Service shall be extinguished, unless otherwise determined by HCMJ, and the Members shall not be able to make any claims against HCMJ. However, if the Members bore obligations to HCMJ, such obligations will not be extinguished, and the Members shall immediately perform the obligation.

Chapter 3 Auctions

Article 11 (Conditions of Participation)

1. Only the Members may participate in the Auctions.
2. The Members shall prepare and maintain all the Necessary Facilities, etc. at their own responsibilities and expenses.
3. The Members shall not claim any compensation or pursue any responsibility to HCMJ if they were unable to participate in the Auctions due to defect or lack of the Necessary Facilities, etc., or communication failures.
4. HCMJ shall not be liable for any damages incurred by the Members due to inadequate preparation or maintenance of the Necessary Facilities, etc. by the Members.
5. HCMJ may, separately from the Rules, establish recommended system requirement related to the Necessary Facilities, etc., and the Members shall make effort to comply with this recommendation.

Article 12 (Announcement of the Auctions): HCMJ shall give the Notice regarding the implementation of the Auctions to the Members by one of two methods specified in Article 4 (Method of Notification) considered appropriate by HCMJ.

Article 13 (Bidding)

1. The Bidding shall be submitted by the Members at their own responsibility in accordance with procedures separately stipulated by HCMJ.
2. The Bidding shall be priced in Japanese Yen excluding the consumption tax and local consumption tax (price before tax).
3. The Members may not change the price or cancel the Bidding under no circumstances.
4. The Bidding shall be submitted within the bidding unit and the maximum and minimum amounts specified by HCMJ.

Article 14 (Proxy Bidding)

1. In case of the Proxy Bidding and two or more Members registered the same maximum bidding price, the Successful Bidder shall be determined in accordance with conditions separately determined by HCMJ.
2. The Article 13 (Bidding) shall apply mutatis mutandis to the Proxy Bidding, and the Bidding may not be cancelled or changed after the submission.
3. The setting, change or cancellation of the Proxy Bidding are allowed within the time limit specified by HCMJ, and are not accepted after the time limit is exceeded.
4. Although HCMJ shall have a reasonable duty of care with respect to the operation of the Proxy Bidding function, if the Bidding was not submitted due to the System Failure or other force majeure, HCMJ shall not be liable for anything.

Article 15 (Successful Bidding and Conclusion of Contract)

1. The Successful Bidding shall be completed when HCMJ determines the Successful Bidder in accordance with the terms and conditions separately stipulated by HCMJ.
2. Upon the completion of the Successful Bidding, a sales contract of the Subject Equipment shall be concluded between HCMJ and the Successful Bidder pursuant to the conditions stipulated in Chapter 4.
3.The Successful Bidder may not claim cancellation of the Successful Bidding or termination of the sales contract.
4. The Members other than the Successful Bidder may not claim any rights to the Subject Equipment after the completion of the Successful Bidding, and may not make any objection to HCMJ or the Successful Bidder.
5. HCMJ shall not be legally liable for any disputes between the Members arising after the completion of the Successful Bidding. Such dispute shall be settled between the concerned parties in principle.

Article 16. Cancellation or Postponement

When HCMJ reasonably determines that any of the following events will occur or are likely to occur, may cancel or postpone all or part of the Auctions (including the Bidding). In such cases, HCMJ shall not be responsible for any loss or damage incurred by the Members with respect to invalidated Biddings, etc. due to such cancellation or postponement, except the Successful Bidding already completed.
(1) Earthquakes, typhoons, tsunami, and other natural disasters.
(2) Social disorder such as war, riot, civil war, terrorist acts.
(3) The System Failure
(4) Failure of facilities at the venue of the Auctions, noise, deterioration of the surrounding environment such as weather.
(5) Any other events HCMJ determines under which the safety and smooth operation of the Auction would be affected.

Chapter 4 Terms and Conditions of Sales

Article 17 (Sales Price and Invoice): The breakdown of the Sales Price, payment due date, payment method (including a bank account to which the payment shall be made), currency, delivery date, delivery location and other terms and conditions of the payment shall be determined in the Invoice.

Article 18 (Payment of the Sales Price): The Members shall pay to HCMJ the Sales Price by wire transfer to the account of a financial institution designated by HCMJ by the payment due date indicated in the Invoice (if the payment due date is not a business day for the financial institution, the last business day before the payment due date). The charge for the transfer shall be bore by the Members. If the payment due date is not indicated in the Invoice, the payment shall be made within ten (10) business days after the date of the Successful Bidding.

Article 19 (Delay Damages): If the Members delay payment of monetary obligations owing to HCMJ under the Service, the Members shall pay the delay damages at the rate of fourteen point six percent (14.6%) per annum for the day following the due date of such obligation until the payment has been made.

Article 20 (Transfer of Title)

1. The title of the Subject Equipment shall be transferred from HCMJ to the Members when the Members pay to HCMJ the full amount of the Sales Price and the delay damages under the Article 19 (Delay Damages) (in the event the payment is made by draft, check, electronic claim, credit card, wire transfer, etc., when the payment is settled on the due date). In the event the Members owe to HCMJ debts such as sales price, repairs price, parts price, penalties, compensation or delay damages related to construction machinery separately from the Service, HCMJ shall retain the title of the Subject Equipment as security until these debts are paid in full, and the title shall be transferred from HCMJ to the Members when the Members pay such debts in full.
2. When the title of the Subject Equipment is transferred to the Members, upon the Members’ request, HCMJ shall issue a certificate of transfer in the form designated by the Japan Construction Equipment Machinery Manufacturers Association (CEMA), if and only HCMJ is able to issue such certificate. However, if the Subject Equipment is a special motor vehicle (Tokushu Jidousha), HCMJ shall provide all the necessary document required for the registration of the transfer of the title of the motor vehicle.

Article 21 (Delivery and the Inspection)

1. HCMJ shall deliver the Subject Equipment to the Successful Bidder when the HCMJ confirms that the Successful Bidder made all the payments set forth in Article 18 (Payment of the Sales Price) and Article 19 (Delay Damages). However, this shall not apply when HCMJ determines otherwise specially.
2. HCMJ shall deliver the Subject Equipment at a location designated by HCMJ as posted on HCMJ’s Websites.
3. If HCMJ designates its business premise as the delivery location pursuant to the preceding paragraph, it delivers the Subject Equipment in accordance with following conditions.
(1) The Successful Bidder shall notify HCMJ by method determined by HCMJ at least three (3) business days prior to the preferred delivery date. If the Successful Bidder fails to notify, HCMJ may refuse to deliver the Subject Equipment. In such a case, HCMJ shall not bear any responsibility for any damages incurred by the Successful Bidder.
(2) When Successful Bidder enters and works within HCMJ’s premise, the Successsful Bidder shall follow any instructions provided by HCMJ regarding securing, transfer or moving, etc. of workplace.
(3) The Successful Bidder shall be responsible for loading onto transportation vehicles, transporting, moving etc. of the Subject Equipment at its own responsibility. The same applies when the loading, transporting or moving, etc. is carried out by a carrier, etc. hired by the Successful Bidder.
(4) The Successful Bidder shall complete the receipt of the Subject Equipment within one (1) month from the Successful Bidding. If the Successful Bidder fails to meet this deadline, it shall pay the storage fees separately determined by HCMJ upon its request.
4. If HCMJ designates a location other than its business premise as the delivery location pursuant to Paragraph 2 of this Article, the HCMJ shall deliver the Subject Equipment to the Successful Bidder according to conditions separately determined by HCMJ. In the event that HCMJ does not determine the conditions separately, each provision in the preceding Paragraph shall apply mutatis mutandis.
5. Notwithstanding Paragraph 2 of this Article, if HCMJ agreed to deliver the Subject Equipment to the Successful Bidder at a location and by a method designated by the Successful Bidder, HCMJ shall deliver the Subject Equipment according to the location and method determined by the Successful Bidder. The Successful Bidder is, regarding to the delivery, obliged to notify HCMJ in advance by method determined by HCMJ and prepare for the receipt of the Subject Equipment, and shall comply with conditions separately determined and reasonably deems necessary by HCMJ. If the Successful Bidder fails to fulfill these obligations and HCMJ is not able to deliver the Subject Equipment, the Successful Bidder shall pay the storage fees and other fees separately determined by HCMJ upon its request. Further, when the delivery is made on land of the Third Party, the Successful Bidder shall obtain permission from the owner or manager of the land, and comply with their instructions and laws concerning safety management. In the event that any damage occurs to HCMJ in relation to the delivery on the Third Party’s land, the Successful Bidder shall compensate HCMJ for such damage, and HCMJ shall bear no responsibility even if the Successful Bidder suffers any damage as a result of it.
6. The Successful Bidder shall bear all costs and expenses required for the delivery of the Subject Equipment, as well as the costs and expenses required for moving, installing, assembling, and dismantling the Subject Equipment after the delivery.
7. The Successful Bidder shall carry out the Inspection immediately after the delivery the Subject Equipment by HCMJ.
8. If the Successful Bidder discovers discrepancy of the product identification number between the delivered product and the Subject Equipment in case of a used construction machinery, or discrepancy of specification, feature and quantity, etc. of the delivered product and the Subject Equipment in case of parts or other items approved by HCMJ, upon the Inspection carried out pursuant to the preceding Paragraph, the Successful Bidder shall immediately notify HCMJ in writing of such. If HCMJ receives such notice from the Successful Bidder, HCMJ shall take measures such as delivering the Subject Equipment or alternative, or supplying a deficiency.
9. HCMJ deems that the Subject Equipment has passed the Inspection if the Inspection acceptance letter is given by the Successful Bidder to HCMJ within two (2) days after the delivery or if the notice set forth in the preceding paragraph is not given to HCMJ from the Successful Bidder within the said period.

Article 22 (Risk): HCMJ shall not be liable for any deterioration of the Subject Equipment, any damage to the Subject Equipment caused by the passage of time or changes of climate/weather, any damage or loss caused by natural disasters, acts or omissions of the Third Parties or any other causes for which HCMJ is not responsible incurred after the Successful Bidding and during the storage.

Article 23 (Exclusion of Liability for Nonconformity to Contract, etc.): HCMJ shall deliver the Subject Equipment to the Members "as is", and the Members are not entitled to make any claim against HCMJ for repair, delivery of substitute equipment, delivery of any shortfall, reduction of the price, compensation for damages or termination of the sales contract after the successful bidding. In addition, after a successful bid, the Members are not entitled to request the cancellation of the sales contract due to his/her personal reason or to claim the termination of the sales contract due to his or her mistakes.

Article 24 (Product Liability)

Article 25 (Tax and Public Charge)

1.The Members shall bear all taxes and public charges related to the Subject Equipment.
2. If property tax is imposed to HCMJ after the delivery of the Subject Equipment, the Members shall immediately reimburse HCMJ for the amount of such tax and any related damages.
3. The Members shall take necessary measures to prevent the imposition of the property tax on HCMJ after the delivery of the Subject Equipment.
4. Tax filing stipulated set forth in the preceding paragraph shall not affect transfer of the title in any way.

Chapter 5 Joint Guarantee, Security and Termination

Article 26 (Joint Guarantor)

1. The Members shall provide joint guarantor(s) for the Service when deemed necessary by HCMJ.
2. The Members and their joint guarantors shall be jointly and severally liable for the performance of any and all obligations owed by the Members to HCMJ under the Service. The maximum amount of the guarantee obligations the joint guarantors owe under this Article is ten million (10,000,000) Japanese Yen. However, if the joint guarantor is a corporation, the maximum amount of the guarantee obligation shall be unlimited.
3. The Members and their joint guarantors shall confirm that the Members have provided their joint guarantors with and explained following information pursuant to the Article 465-10 of the Civil Code (the Mimpo, Meiji 29 (1896) Act No. 89) (Duty to Provide Information upon Conclusion of Contract), and that the joint guarantors have received such information and explanations.
(1) The status of assets, and income and expenditure of the Members.
(2) Whether the Members have any obligations other than the obligations prescribed in the Invoice, and the amount and status of performance such obligation.
(3) Whether the Members have provided or seek to provide other security for the obligations prescribed in the Invoice, an indication of this and the details of the security.
4. The Members represent and warrant to HCMJ and their joint guarantors that the information and explanations provided to the join guarantors under the preceding paragraph are true and accurate.
5. The Member agrees in advance that, upon request from their joint guarantors that HCMJ provides the joint guarantors without delay with information regarding whether there is default by the Members, the amount of balance and the amount thereof that has become due and payable with respect to the principal and interest, penalty, compensation for loss or damage in connection with obligations owed by the Members under the Service, and all other charges secondary to that obligation.
6. Our request for performance to the joint guarantors shall be effective to the Members notwithstanding the Article 458 (Effect of Circumstance Which Arises with Respect to Jointly and Severally Liable Guarantor) and the Article 441 (Principle of Relative Effect) of the Civil Code (the Mimpo).

Article 27 (Providing Security): The Members, when HCMJ deems necessary and makes request, shall provide HCMJ with security that HCMJ deems appropriate to secure any and all obligations owed by the Members to HCMJ under the Service (other than the Deposits), in a manner designated by HCMJ.

Article 28 (Termination, Entry, Collection and Forfeiture of the Benefit of Time)

1. HCMJ may terminate the sales contract stipulated in the Article 15 (Successful Bid and Conclusion of Contract) without any notice or demand if any of the following events should occur with the Members or their joint guarantors. HCMJ shall not be liable for any loss or damage incurred by the Member as a result of such termination.
(1) The Members fails to pay debt in relation to the sales contract to HCMJ.
(2) The Members violate any part of the terms of the Service and if such violation remains uncured within a reasonable period of time after receipt of HCMJ’s notice to cure the violation.
(3) HCMJ recognizes that the financial condition of the Members or their joint guarantors has deteriorated and there is a possibility that the Members or their joint guarantors fail to perform their obligations to HCMJ or manage the Subject Equipment and other related matters.
(4) A check or a draft signed by the Members or their joint guarantors are dishonored.
(5) The Members or their joint guarantors suspend payments or become insolvent.
(6) The Members or their joint guarantors are subject to seizure, provisional seizure, provisional disposition, auction, or any other compulsory execution by a third party.
(7) A petition for commencement of bankruptcy, civil rehabilitation, corporate reorganization or special liquidation proceedings is filed against the Members or their joint guarantors.
(8) The Member or their joint guarantors is dissolved. Transaction that materially affects the organization or capital structure of the Members or their joint guarantors such as merger, transfer of the business, exchange of shares, transfer of shares, corporation split, acquisition of shares is made.
(9) HCMJ becomes aware that the Members have been dissolved, have died, have become legally incompetent, or that their domicile or residence has become unknown.
(10) Any dishonest act (such as an illegal act or an act against public policy) is committed by the Members in connection with the use of the Subject Equipment.
(11) The Members or their joint guarantors receives a disposition of revocation or suspension of a license or approval or any other administrative disposition from a supervisory authority.
(12) The Members or their joint guarantors have made a resolution to transfer, suspend or discontinue their business, or dissolve.
(13) The Members or their joint guarantors fail to pay taxes and public dues and receive a demand for payment or are subject to a provisional seizure.
(14) The insolvency event occurs with respect to an electronically recorded claim owed by the Members or their joint guarantors.
(15) The Members or their joint guarantors are faced with criminal prosecution.
(16) In addition to the preceding items, credits of the Members or their joint guarantors deemed to have deteriorated significantly.
2. If the Member or their joint guarantors fall under any of the items of the preceding paragraph (Article 28-1), the Member shall immediately bring the Subject Equipment to the premises designated by HCMJ and deliver it to HCMJ. If the Subject Equipment is a special motor vehicle (Tokushu Jidosha), the Members shall also deliver the vehicle inspection certificate (shaken sho) to HCMJ. All costs required for the return shall be borne by the Members.
3. If the Members fail to perform any obligations set forth in the preceding paragraph, HCMJ or its agent may enter the premises where the Subject Equipment is located and collect the Subject Equipment at any time, and all costs and damages incurred in connection with the entry and collection shall be borne by the Members. In addition, the Members shall be liable for compensation for any damages incurred by the Third Parties as a result of the entry and collection.
4. If HCMJ transfers possession of the Subject Equipment to HCMJ pursuant to paragraph 2 or Paragraph 3 of this Article, HCMJ may take any property that attached or installed to the Subject Equipment, processed property with the Subject Equipment, or property left behind along with the Subject Equipment. In such case, the Members shall not claim any return or compensation, etc. from HCMJ with respect thereto.
5. If the Members or their joint guarantors fall under any of the events described in Paragraph 1 of this Article, all payment obligation of such Members to HCMJ shall become immediately due and payable without further notice or demand, and HCMJ may demand immediate performance of any and all these obligations. In this case, HCMJ shall notify the joint guarantors of the forfeiture of the benefit of time within two (2) months of the date on which HCMJ becomes aware of it.

Article 29 (Notarization): The Members and their joint guarantors agree to prepare a notarized document with a clause permitting compulsory execution with respect to the Rules, etc. anytime upon request from HCMJ at any time with their own expense.

Article 30 (Penalty due to Termination, etc.)

1. If the sales contract is terminated pursuant to Article 28 (Termination, Entry, Collection and Forfeiture of the Benefit of Time), the Members shall immediately pay to HCMJ the amount equivalent to the Sales Price as penalty. However, if HCMJ suffers damages in excess of the amount of the penalty, HCMJ may claim the excess amount.
2. If HCMJ terminates the sales contract, HCMJ shall return the Sales Price paid by the Members, and if HCMJ receives the Subject Equipment after of the termination of the sales contact, HCMJ shall assess the price of the Subject Equipment at its sole discretion. HCMJ may offset the Sales Price paid by the Members and appraised amount against any and all debts owed by the Members to HCMJ up the equal amount, in an order determined by HCMJ. In this case, the Member shall not make any objection to the timing, method or price of assessment, order and method of setoff by HCMJ.

Chapter 6 Information Management

Article 31 (Confidentiality)

1. HCMJ and the Members shall not disclose or divulge the Confidential Information to the Third Parties or use it for any purpose other than the performance of the Service.
2. Information that falls under any of following items is not included in the Confidential Information:
(1) Information that is already in the public domain or become available to the public through no fault of the receiving party.
(2) Information that is already possessed by the receiving party at the time of the disclosure.
(3) Information that the receiving party legitimately obtained from the Third Parties who have no confidential obligation.
(4) Information which is independently invented without/not based on information disclosed by the disclosing party.
3. Notwithstanding the paragraph 1 of this Article, HCMJ and the Members may disclose the Confidential Information to the extent necessary in the situation which falls under one of the following cases:
(1) When disclosing to its directors, officers, employees, or attorneys, certified public accountants, certified tax accountants or other professionals who have the confidential obligations under the laws.
(2) When disclosure is obliged pursuant to an order by a court or administrative agency or laws or regulations. When the receiving party disclosed the Confidential Information for this reason, the receiving party shall immediately notify the disclosing party to that effect.
4. If HCMJ and the Members disclose the Confidential Information to others in accordance with Article 31-3(1), HCMJ and the Members shall impose those others confidential obligations at least as restrictive as those stipulated in the Article.

Article 32 (Personal Information)

1. HCMJ shall acquire and use the Personal Information of the Members, the Members’ officers and employees and other persons designated by the Members and the joint guarantors within the scope of the following purposes:
(1) To provide the Service and to identify the Principal and screening.
(2) To perform contracts, billing, payment. To provide after-sales service.
(3) To provide information regarding HCMJ’s products and services, and to conduct and analyze questionnaires.
(4) To improve, research and develop HCM Group’s products and services.
(5) To fulfill obligations under laws and regulations.
(6) In addition, for other purposes stated in the "Privacy Policy" set forth on HCMJ's Websites.
2. If HCMJ intends to use the Personal Information for any purpose other than those described in the preceding paragraph, HCMJ shall clearly state the purpose of such use and obtain the consent from the Principal in advance.
3. HCMJ may provide the Personal Information to HCM, etc. to the extent necessary to achieve the purposes stated in Paragraph 1 of this Article.
4. HCMJ shall not provide the Personal Information to the Third Parties without the consent of the Principal unless the provision is required by law.
5. HCMJ will keep the Personal Information for period necessary to achieve the purpose of use, and promptly dispose or delete it by appropriate means after the said period.
6. HCMJ shall take necessary and appropriate measures for prevention of leakage, loss, or damage or other security management for the Personal Information.

Article 33 (Information of the Subject Equipment)

1. If it is confirmed that the Subject Equipment is a model which is equipped with the Communication Terminal to qualify for Global e-Service provided by Hitachi Construction Machinery Co., Ltd, HCMJ shall take following measures. HCMJ may dispose the Communication Terminals removed in accordance with this paragraph. However, HCMJ may choose not to remove the Communication Terminals at its discretion. Further, HCMJ is not obliged to investigate laws and regulations, etc. of the Destination, and shall not be responsible if HCMJ’s failure to remove such terminals does not comply with the laws and regulations, etc. of the Destination.
(1) If the Communication Terminals other than mobile communication terminals are equipped, the Subject Equipment will be delivered after such terminals are removed.
(2) If mobile communication terminals are equipped, the Subject Equipment will be delivered after the terminals are removed in case the terminals do not comply with the laws and regulations, etc. of the Destination.
2. The exportation of the Subject Equipment with mobile communication terminals installed may be subject to special procedures in accordance with applicable laws and regulations, etc. of Japan, United States or country of the Destination when being carried out from Japan. The carrying-in/out of such Subject Equipment also may be prohibited in accordance with applicable laws and regulations, etc. of Japan, United States or a country of the Destination. The Successful Bidder acknowledges and agrees that the Successful Bidder shall bear all of the responsibilities and expensed with respect to undertaking of any such procedures, cancellation or suspension of the attempted carrying-in/out, and neither HCMJ nor HCM, etc., shall be responsible or liable for any such matters, unless HCMJ removes the Communication Terminals of the Subject Equipment in accordance with the preceding paragraph. If HCMJ and HCM, etc. suffers damages, or punished or disciplined in accordance with laws and regulations, etc. of other countries or areas as a result of failure of the Successful Bidder to take necessary measure, to take necessary measure in timely manner, to cancel or suspend the carrying-in and carrying-out, the Successful Bidder shall compensate for all the damages.
3. If HCMJ does not remove the Communication Terminals in accordance with the paragraph 1 of this Article, the Member shall automatically subscribe to service of free portion among the Global e-Service attached to the Communication Terminals provided by Hitachi Construction Machinery Co., Ltd. The Successful Bidder shall remain subscribers to the Global e-Service while using the Subject Equipment with the Terminals. The terms and conditions of use of Global e-Service shall be separately stipulated in a terms and conditions.
4. The Members agree that, if HCMJ does not remove the Communication Terminals in accordance with the paragraph 1 of this Article, the Acquired Information is collected through the terminals as part of the Global e-Service through the use of the Subject Equipment with Terminals, and will be stored, viewed and used by the Sales Partners for the purposes set forth in following items. HCM Group shall not be obligated to install the terminals to the Subject Equipment.
(1) For the purpose of repair or maintenance service of the Subject Equipment with the Terminals by HCM Group or the Sales Partners.
(2) For the purpose of promptly reaching the site where the Subject Equipment with the Terminals is located for repair services.
(3) For the purpose of searching for the he Subject Equipment with the Terminal in the event of theft.
(4) For the purpose of taking security measures such as access control and collecting logs.
(5) For the purpose of providing remote services such as troubleshooting and adjusting the functions of the Subject Equipment with the Terminals from a remote location.
(6) For the purpose of billing, collecting various fees and protecting debts related to the Subject Equipment with the Terminal and services.
(7) For the purpose of improving the after-sales service, solution service and other support systems provided by the HCM Group and the Sales Partners for customers of the HCM Group including the Members.
(8) For the purpose of enabling HCM Group to carry out its business purposes (including but not limited to research, development, design, engineering, production, sales or providing or improving services).
5. The Member agrees that HCM Group may view, use and provide information that falls under any of the following items for the purpose other than those specified in the preceding paragraph.
(1) Among the Acquired Information, information that does not identify the Member or the Subject Equipment with the Terminals.
(2) Information that does not identify the Member or the Subject Equipment with the Terminals as a result of statistical processing, etc. by HCM Group.
6. The Members agree that HCM Group may disclose the Acquired Information to the Third Parties without the Members’ prior written consent when it is necessary to disclose lawyers, certified accountants, tax attorneys and other professionals imposed confidential duty pursuant to applicable laws, or when HCM Group is requested to do so by the government, an administrative agency, a court, a public body or other regulatory agencies (including similar regulatory authorities outside Japan)

Article 34 (Intellectual Property Rights, etc.)

1. When the Members makes the Posting, etc. on the Service, the Member agrees to grant HCMJ free a non-exclusive license of the copyrights (including the rights stipulated in Article 27 in the Copyrights Act (Showa 45 (1970) Act No. 48) (translation rights, adaptation rights, and other rights) and Article 28 of the Act (rights of the original author in connection with the exploitation of a derivative work) and any other intellectual property rights related to the Postings, etc. without limitation as to region, term, or method of use(reproduction, public transmission, adaptation, translation, modification, distribution, etc.), and HCMJ may sublicense such rights to the Third Parties.
2. The Members shall not exercise the moral rights of authors to HCMJ or the Third Parties designated by HCMJ when HCMJ using the Postings, etc. pursuant to the preceding paragraph.
3. Members shall not use HCMJ's Content without prior written consent of HCMJ by means of reproduction, reprinting, public transmission, modification, adaptation, distribution, sales, renting or any other means beyond the scope permitted by the Copyright Act and other laws and regulations.
4. Copyrights, patent rights, utility model rights, design rights, trademark rights and any other intellectual property rights and the rights to be registered/granted such rights related to HCMJ's Content shall belong to HCMJ or the Third Parties that grant licenses to HCMJ, and shall not belong to the Members.
5. If any damage is caused to HCMJ or the Third Parties as a result of the Members’ violation of this Article, the Members shall resolve the matter at the Members’ own expense and responsibility, and shall not cause any damage or disadvantage to HCMJ.
6. The presence or absence of any warranty regarding HCMJ's Content is subject to the provisions of Article 35 (Non-warranty).

Chapter 7 Warranty, Disclaimer, etc.

Article 35 (Non-warranty)

1. HCMJ provides no warranty, either express or implied, regarding the contents, performance, quality, accuracy, completeness, usefulness, conformity to a particular purpose, non-infringement of rights of the Third Parties, etc. of the information and the Equipment provided through the Service. Furthermore, HCMJ does not guarantee that the Auctions will not be canceled, delayed or modified, or the Service will not be interrupted or suspended.
2. The ownership and use restriction of the intellectual property rights of the HCMJ's Content shall be governed by the Article 34 (Intellectual Property Rights, etc.).

Article 36 (Disclaimer)

1. HCMJ shall not be liable for any loss or damage incurred by the Members or the Third Parties due to any of the following events, unless such loss or damage is caused by the willful misconduct or gross negligence of HCMJ.
(1) Acts of God, including natural disaster, war, riot, civil strife, acts of terrorism, epidemics of infectious diseases or other force majeure events.
(2) The System Failure.
(3) Cancellation, postponement, modification or discontinuance of the Auctions.
(4) Failures caused by the Necessary Facilities, etc.
(5) Security incidents such as unauthorized access, information falsification, data leakage, etc. by the Third Parties.
(6) In addition, any other reasons not attributable to HCMJ.
2. If HCMJ is liable for damages, the amount of compensation shall be limited to the amount of the Sales Price of the Subject Equipment related to such damages paid by the Members in question, and also limited to direct and ordinary damages that have actually occurred. HCMJ shall not be liable for any indirect, special or consequential damages (lost profits, lost opportunities, business interruption, etc.).
3. The Members shall be responsible for making appropriate backups of the Postings, etc. and other information provided or stored on the Service. HCMJ assumes no responsibility for the storage, restoration or preservation, etc. of such information, and shall not be held liable for any damages incurred by the Members due to the loss, deterioration, or deletion, etc. of such information, unless the damages are caused due to the willful misconduct or gross negligence of HCMJ.
4. HCMJ shall not be liable for any disputes arising between the Members and the Members or between the Members and the Third Parties (including, but not limited to, the disputes arising from the Bidding, the Successful Bidding, listings, information exchange, communication, etc.), unless such disputes are caused by HCMJ's willful misconduct or gross negligence. Such disputes shall be resolved through consultation in good faith between the concerned parties.

Article 37 (Force Majeure): If to provide the Service or to perform all or part of contacts based on the Rules, etc. (excluding monetary obligations) is delayed or becomes impossible due to an earthquake, typhoon, tsunami or other natural disaster, war, riot, civil commotion, terrorist act, enactment, amendment or repeal of laws or regulations, order, disposition or other governmental action by public authority, labor dispute, accident involving transportation or communication lines, epidemic of infectious disease or other force majeure event beyond the reasonable control of a party, the party shall not be held liable. Furthermore, if the effects of force majeure continue for more than thirty (30) days, HCMJ may terminate all or part of the contract by written notice, and HCMJ shall bear no responsibility if the Members suffer damages as a result of this termination.

Article 38 (Abolishment of the Service): HCMJ may abolish all or part of the Service based on the business decisions or other unavoidable reasons. In this case, HCMJ shall notify the Members in advance at least thirty (30) days to the abolishment by any of the methods specified in Article 4 (Method of Notification) that HCMJ deems appropriate. In addition, HCMJ may delete the Postings, etc. and other data provided by the Members along with the abolishment of the Service, and Members shall not make any objects to such deletion. The Members shall save necessary date in advance at its own responsibility. HCMJ shall not be liable for any damage incurred by the Members as a result of such discontinuation, unless the damages are caused due to the willful misconduct or gross negligence of HCMJ.

Article 39 (Compensation for Damages)

1. HCMJ and the Members may claim for damages (including reasonable attorneys' fees. The same shall apply hereinafter.) resulting from violation of the Rules, etc. of the other party against the violating party.
2. If HCMJ is liable for damages due to attractable reason to it, the amount of compensation shall be limited to the amount of the Sales Price of the Subject Equipment related to such damages paid by the Members in question, and also limited to direct damages that the Members have actually paid.
3. HCMJ shall not be liable for any indirect damages, special damages, or consequential damages (such as delay in construction, waiting time, profit that could be gained, lost profit, and lost opportunity) incurred due defect, etc. of the Subject Equipment.

Article 40 (Disclaimer regarding Export)

1. The Successful Bidder may request HCMJ to export the Subject Equipment. However, if HCMJ determines that such Subject Equipment falls under any of the following items, HCMJ may refuse such request. In such case, HCMJ shall not be liable for any damages, expense, loss, etc. incurred by the Successful Bidder.
(1) The Subject Equipment that does not comply with emission regulations, radio wave laws, product safety laws, environmental regulations or other laws and regulations, etc. of the Destination.
(2) The Subject Equipment which is equipped with any of the following devices, or other devices not authorized in the Destination, and for which removal or deactivation of such devices is not possible.
Examples are:
-Radio reception devices (FM/AM radio, digital radio)
-Immobilizer key / electronic key
-WIU / LMU / DLU2 (information terminals for mining equipment)
-Machine guidance and machine control related devices (ICT construction machinery)
-ML crane (crane specification with load moment limiter)
-Hydraulic excavator with moving object detection / stationary object detection functions (Stationary Mode / STEP 3, STEP 4)
-Obstacle detection system
-Seat belt unfasten buzzer (seat belt reminder)
-Air conditioner
(3) Other devices which HCMJ reasonably determines are not appropriate for exportation.
2. In case that HCMJ exports as the Exporter, the responsibility for the final determination of suitability of import customs clearance at the Destination, re-export and compliance with laws and regulations regarding use at the local site shall belong to the Successful Bidder, and HCMJ shall not be liable for any such matters.
3. HCMJ may make modifications, remove equipment or take other actions necessary for export with respect to the Subject Equipment in accordance with Hitachi Construction Machinery Co., Ltd.’s Guidelines for Used Equipment Export.
4. HCMJ shall not be liable for any change, loss or damage to the function, performance, appearance, value, etc. of the Subject Equipment occurred as a result of any modification, removal of equipment or other actions required for export by HCMJ.
5. HCMJ may, at its own discretion, dispose of any parts, equipment, etc. removed as a result of modification, removal, etc. by HCMJ, and the Successful Bidder shall not raise objection on the disposition.
6. In case that HCMJ is unable to confirm that the Subject Equipment conforms to the laws and regulations necessary for export, or it is impossible to take measures such as modification or removal, etc., HCMJ may suspend the exportation of the Subject Equipment, and, at its discretion, may cancel the sales contract, propose alternative measures or take any other reasonable measures. In this case, HCMJ shall not guarantee the full refund of the Sales Price, and even if HCMJ is liable for compensation of damages, the amount of such compensation shall be limited to the amount equivalent to the Sales Price of such Subject Equipment and shall be limited to direct and ordinary damages actually incurred. Even if the Successful Bidder incurs any damage or expense as a result of HCMJ's response, HCMJ shall not be liable for any damage or expense in excess of the amount.
7. The Successful Bidder shall bear all expenses for modification, removal of equipment, documentation and other necessary actions for the exportation, and HCMJ shall indicate the details of such expenses in the Invoice.
8. HCMJ shall not be liable for any damage, expense, loss, etc. incurred by the Successful Bidder or the Third Parties as a result of the exportation by HCMJ, and the Successful Bidder shall bear all of the damage, expense, loss, etc.
9. In case that the Successful Bidder takes on the role of the Exporter, the Successful Bidder shall be responsible for compliance with the laws and regulations, modification/removal, confirmation of suitability and other actions as provided in this Article, and HCMJ shall not be liable therefor.
10. In case that the Successful Bidder takes on the role of the Exporter, if HCMJ determines that specifications or parts installed in the Subject Equipment do not conform to the laws and regulations, etc. of the Destination, HCMJ may deliver the Subject Equipment after removing such specifications or parts. The exportation of the Subject Equipment with such specification or parts may be subject to special procedures in accordance with applicable laws and regulations, etc. of Japan, United States or a country of the Destination when being carried out from Japan to other countries. The carrying-in/out of such Subject Equipment also may be prohibited in accordance with applicable laws and regulations, etc. of Japan, United States or country of the country of the Destination. The Successful Bidder acknowledges and agrees that the Successful Bidder shall bear all of the responsibilities and expenses with respect to undertaking of any such procedures, cancellation or suspension of the attempted carrying-in and carrying-out, and neither HCMJ nor HCM, etc. shall be responsible or liable for any such matters, except expenses of removal of such specifications and parts by HCMJ in accordance with the first sentence of this paragraph. If HCMJ and HCM, etc. suffer damages, or punished or disciplined in accordance with laws and regulations, etc. of other countries or areas as a result of failure of the Successful Bidder to take necessary measure, to cancel or suspend the carrying-in and carrying-out, the Successful Bidders shall compensate for all the damages.

Chapter 8 Compliance Rules

Article 41 (Exclusion of Anti-social Forces)

1. The Anti-social Forces means Boryokudan (organized crime groups), Boryokudan members, quasi-organized Boryokudan members, companies affiliated with Boryokudan, Sokaiya (corporate racketeer), Shakaiundo-Hyobo-Goro (anti-social groups that engage in unjust activities under the guise or advocacy of social movement), Tokushuchino-Boryoku-Group (groups that have relationship with Boryokudan or other anti-social force and engage in unjust activites under its influence) or any other similar anti-social force groups or persons.
2. In the event HCMJ or the Members, whether an individual or an organization, fall under any of the following items, HCMJ or such Members are deemed to the Anti-social Forces.
(1) If HCMJ or the Members, or their representatives, their responsible persons, or their staff with substantial management authority fall under the Anti-social Forces, or fell under the Anti-social Forces.
(2) If HCMJ or the Members, or their representatives, their responsible persons, or their staffs with substantial management authority use the Anti-social Forces unfairly for the purpose of benefiting itself or the Third Parties, etc.
(3) If HCMJ or the Members, or their representatives, responsible persons, or person with substantial management authority give favors to the Anti-social Forces such as providing funds or convenience (including shares, share options, preferential assignment of bonds or agreement of subscription of all share).
(4) If HCMJ or the Members, or their representatives, their responsible persons, or their staff with substantial management authority have a relationship with the Anti-social Forces to be criticized by the society such as close association with the Anti-social Forces.
(5) If HCMJ or the Members, or their representatives, responsible persons, or staff with substantial management authority are publicly known to have engaged in violent or coercive criminal acts, or are generally known through media reports or other public means as having done so, or are associated with such persons or entities.
3. HCMJ and the Members represent and warrant that they do not and fall under any of the items in the preceding paragraph, and will not in the future.
4. In the event that HCMJ or the Members fall under any of the following items, the other party may terminate all or part of the sales contract or cancel the membership qualification without any notice.
(1) If it is found that the other party violates the presentation and warranty in the preceding paragraph.
(2) If the other party has come to fall under the Anti-social Forces.
(3) If it is found that a person with whom the other party conclude a contract or who is hired by the other party to perform the sales contract (including subcontractors and their successive contractors, suppliers or providers of production materials (including intangible items), equipment and machinery, etc., and including using these via the Third Parties such as business partners, regardless of whether they are individuals or corporations.) (hereinafter referred to as "Assisting Party") fall under the category of Anti-Social Forces.
However, this does not apply if the person who concluded a contract with or employed the Assisting Party was acting in good faith without gross negligence regarding the fact that the Assisting Party falls under the Anti-social Forces, and if such person (the contractor, the employer or their successive orderers), upon becoming aware of this fact, promptly took measures to eliminate the situation.
(4) If the other party, by itself or by using the Third Parties, informs the counterpart of the other party that the other party or its related persons is the Anti-social Forces.
(5) If the other party, by itself or by using the Third Parties, uses fraudulent, violent or threatening words or deeds against the counterparty of the other party.
(6) If the other party, by itself or by using the Third Parties, spreads rumors or uses deception or force, and damages the reputation or credibility of the counterparty of the other party, or engages in acts that may cause such damages.
(7) If the other party, by itself or by using the Third Parties, spreads rumors or uses deception or force, and interferes the business operation of the counterparty of the other party, or engages in acts that may interferes the business operation.
(8) If the other party, by itself or by using the Third Parties, makes unreasonable demands that are clearly beyond legal responsibility.
(9) If the other party commits an act similar to the acts described in items from (4) to (8) above.
5. If HCMJ or the Member terminated all or part of the sales contract or cancelled the membership qualification in accordance with the preceding paragraph, the party who terminated the sales contract or cancelled the membership qualification is not required to compensate for any damages incurred by the other party, and if the party who terminated the sales contract or cancelled the membership qualification incurred damages due to such cancellation, the other party shall compensate for such damages.
6. If the other party acquires the right to demand restoration to the original state as a result of the termination of the sales contract pursuant to the paragraph 4 of this Article, the party who terminated the sales contract shall assume the obligation of the restoration to the extent that it does not give any benefit to the other party. In case the other party of the party who terminated the sales contract makes a claim for the restoration against the party who terminated the sales contract, it is required to prove that such claim does not include benefit.
7. Both HCMJ and the Members shall agree and acknowledge that they will not make any objection if any action was taken by the other party as described in paragraph 4 through 6 of this Article or the preceding paragraph, as a result of being fallen under any of the items in paragraph 4 of this Article.
8. HCMJ or the Members shall, in case itself or its Assisting Party receives unjustified intervention such as unjustified demands or obstruction of business from Anti-social Forces in connection with the performance of these Rules and the sales contract, reject such intervention and cause the Assisting Party to reject such intervention, and shall promptly report such incident to the other party and cooperate as necessary with the other party in its reporting to the investigative authorities.

Article 42 (Prevention of Bribery, etc.)

1. HCMJ and the Members shall comply with all applicable laws and regulations, etc. regarding the prevention of bribery in the performance of the sale contract and the Rules, etc.
2. HCMJ and the Members shall not directly or indirectly offer, propose offer or promised to offer any money or other benefits (regardless what is called, such as bribes, political contributions, gifts, hospitality, kickbacks, provision of benefits, etc.) to any public officers or private individuals (including officers, employees, agents, etc. of such public officers or individuals) in Japan or foreign countries in connection with the performance of the Rules, etc. and the sales contract in order to improperly influence duty or decision making regarding duty of these officers or individuals.
3. HCMJ and the Member shall not make facilitation payments (small amount of payment to facilitate normal administrative services). This shall not be applied where there is an imminent threat to a life, body, safety, protection or liberty of any person or where there are local laws, regulations or government documents that clearly legalize/authorize such payment. HCMJ or the Members, when made the facilitation payment, shall maintain an accurate and true record of the fact of such payment.
4. HCMJ or the Members, if recognized any act or suspected act in violation of the preceding three paragraphs, shall promptly notify the other party of such act or suspected act.
5. In order to properly comprehend the status of compliance with this Article, HCMJ and the Members may request the other party to submit relevant confirmations and documents by a designated due date, or may conduct an investigation as necessary. If the other party does not respond by the designated due date refuses to cooperate with the investigation without justifiable reason, HCMJ or the Members may suspend shipment, suspend provision of services, suspend payment, suspend new orders, or restrict any other part of transaction, or terminate part or all of the sales contract.
6. If HCMJ or the Members determine that the other party is likely to violate paragraphs 1 through 3 of this Article considering the other party's response to the requests for the submission of the confirmation or documents as described in the preceding paragraph, the actual state of the transaction, the explanation by the other party and other relevant circumstances, HCMJ or the Members may suspend shipment, suspend provision of services, suspend payment, suspend new orders, or restrict other part of transaction, or terminate part or all of the sales contract.
7. If HCMJ or the Members, when terminated the sales contract or restricted part of transaction in accordance with the preceding two paragraphs, shall not be liable for restoration to the original state or for compensation for damages incurred by the other party.
8. With respect to any of the restrictions on transactions set forth in paragraphs 5 and 6 of this Article, if it is deemed that the risk of violation of paragraphs 1 through 3 of this Article has been reasonably resolved based on the other party's explanation, etc., HCMJ or the Member may lift up such restrictions on transactions for the other party.
9. HCMJ or the Members, if the other party violated this Article, may immediately terminate the sales contract without notice, and cancel the membership qualification. In such case, the party who terminated the sales contract or cancelled the membership qualification is not liable for the restoration to the original state or compensation for any damages incurred by the other party, and if the party who terminated the sales contract or cancelled the membership qualification incurred damages due to such termination or cancellation, the other party shall compensate for such damages.

Article 43 (Restriction on Money Laundering and Founding to Terrorists, etc.)

1. HCMJ and the Member represent and warrant at present and in the future following matters.
(1) Transactions related to the sales contract do not violate the Laws and Regulations related to Economic Sanctions. HCMJ and the Members will not engage in any conduct that is reasonably deemed to be likely to violate Laws and Regulations related to Economic Sanctions.
(2) Not to declare false information to the other party when submitting reports or documents pursuant to this Article, or with respect to matters reported in connection with the Rules, etc. or the sales contracts.
(3) HCMJ or the Members, when found that it engages in any transaction that violates the Laws and Regulations related to Economic Sanctions or any acts that are reasonably deemed to be likely to violate such laws or regulations, promptly notify the other party.
(4) In addition, to take appropriate measures necessary to prevent transactions that may violate the Laws and Regulations related to Economic Sanctions.
2. In order to properly comprehend the status of compliance with this Article, HCMJ and the Members may request the other party to submit relevant confirmations and documents by a designated due date, or may conduct an investigation as necessary. If the other party does not respond by the designated due date or refuses to cooperate with the investigation without justifiable reason, HCMJ or the Members may suspend shipment, suspend provision of services, suspend payment, suspend new orders, or restrict any other part of transaction, or terminate part or all of the sales contract.
3. If HCMJ or the Members determine that the other party is likely to violate the Laws and Regulations related to Economic Sanctions considering the other party's response to the requests for the submission of the confirmation or documents as described in the preceding paragraph, the actual state of the transaction, the explanation by the other party and other relevant circumstances, HCMJ or the Members may suspend shipment, suspend provision of services, suspend payment, suspend new orders, or restrict other part of transaction, or terminate part or all of the Rules, etc. or sales contract.
4. If HCMJ or the Members, when terminated the sales contract or restricted part of transaction in accordance with the preceding two paragraphs, shall not be liable for restoration to the original state or for compensation for damages incurred by the other party.
5. With respect to any of the restrictions on transactions set forth in paragraphs 2 and 3 of this Article, if it is deemed that the risk of violation of the Laws and Regulations related to Economic Sanctions has been reasonably resolved based on the other party's explanation, etc., HCMJ or the Member may lift up such restrictions on transactions for the other party.
6. HCMJ or the Members, if the other party violated this Article, may immediately terminate the sales contract without notice, and cancel the membership qualification. In such case, the party who terminated the sales contract or cancelled the membership qualification is not liable for the restoration to the original state or compensation for any damages incurred by the other party, and if the party who terminates the sales contract or cancel the membership qualification incurred damages due to such termination or cancellation, the other party shall compensate for such damages.

Article 44 (Compliance with Other Laws and Regulations)

1. HCMJ and the Members shall not engage in any cartel, vertical restraint of trade or any other acts that violate or deemed to, based on a reasonable ground, violate competition laws of any country.
2. HCMJ and the Members shall not engage in human trafficking, child labor, prostitution, organ trafficking or any other act that violate human rights or any act that leads to modern slavery, and shall not knowingly have transactions with individuals or organizations that engage in such acts.
3. HCMJ and the Members shall take appropriate measures necessary to prevent transactions that violate the Laws and Regulations related to Economic Sanctions, laws related to anti-bribery, competition laws and laws related to human rights violation prevention. In the event that it is found that HCMJ or Members engage in a transaction which is conflict with such laws or regulations or there is a reasonable ground of such possibility, HCMJ or the Members shall promptly notify to the other party.
4. In addition to the laws and regulations stated in the preceding three paragraphs, HCMJ and the Members shall comply with various laws and regulations applied/related to transactions.

Article 45 (Prevention of Unfair Resale, etc.)

The Members shall comply with following provisions.
(1) The Members shall not use or have the Third Parties use products (or technology) and reproductions (or products produced by using technology) provided by HCMJ under the Service for purpose of developing, designing, manufacturing, maintaining or using as weapons of mass destruction such as nuclear, chemical, biological or missile weapons, or for military purpose, or for other purposes that interfere with the maintenance of international peace and security.
(2) The Members shall not sell, transfer, export, lease, or license products (or technology) and reproductions (or products produced by using technology) provided by HCMJ under the Service to any person or entity having purposes specified in the preceding paragraph.
(3) The Members shall comply with the "Foreign Exchange and Foreign Trade Act” (Showa 24 (1949) Act No. 228) and other applicable laws and regulations when exporting, selling or transferring, etc. products (or technology) and reproductions (or products produced using technology) provided by HCMJ through the Service.

Chapter 9 Miscellaneous

Article 46 (No Assignment): The Members shall not, without prior written notice from HCMJ, transfer or assign their status under the Rules or all or part of their rights or obligations under the Service to other Members or the Third Parties, or shall not provide them as collateral.

Article 47 (Electronic Agreement and Electronic Signature): HCMJ and the Members shall mutually acknowledge that any contracts or other agreements entered into in connection with the Service shall be validly concluded by an electronic signature or electronic declaration of intent in accordance with the Act on Electronic Signatures and Certification Business (Heisei 12 (2000), Act No.102) and other relevant laws and regulations. In addition, any indication of the will through electronic consent screens, check boxes, click operations, etc., provided by HCMJ shall have the same effect as a written signature or seal.

Article 48 (Governing Law, Governing Language and Dispute Resolution)

1. The Rules, etc. shall be governed and construed in accordance with the laws of Japan. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Rules, etc. and the sales contracts.
2. The Rules, etc. are written in Japanese, and the official language of this Rules shall be Japanese. Any other translations thereof prepared in any other languages, if any, and in the event any differences or discrepancy between those translations, the Japanese version shall prevail.
3. As for the Japanese Members, Tokyo District Court in Japan or a court having jurisdiction over the location of HCMJ’s head office shall have exclusive jurisdiction to settle any disputes between HCMJ and the Japanese Members arising out of or in connection with the Rules. etc.
4. As for the Oversea Members, disputes, arguments or discrepancy of opinions arising out of possibly arising out of or in connection with the Rules, etc. shall be settled by arbitration to be held in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association (JCAA). The arbitral award shall be final and binding upon the parties.
5. Notwithstanding the preceding paragraphs of the Article, if HCMJ needs urgent legal measures such as provisional disposition, temporary restraining order, it may file the motion with Tokyo District Court or a court having jurisdiction over the location of its head office.

Article 49 (Consultation): HCMJ and the Members shall consult with each other in good faith to reach an amicable solution regarding any matters which are not stipulated in the Rules, etc. or the Service, or any matters that raise questions regarding their interpretation.

Supplementary Provision

Article 1 (Effective Date and Abolition of Old Rules)

1. The Rules shall become effective on April 1, 2026.
2. When the Rules become effective, the existing "HCT BID Membership Rules" and "Rules for HCT Auction" shall be abolished and integrated into the Rules on that day.
3. The Rules shall apply to contracts concluded and other acts performed before the effective date of the Rules, in principle. However, if such contract was concluded or act was performed pursuant to "HCT BID Membership Rules" and/or "Rules for HCT Auction", these old rules may be applied.