Vehicle Sales Agreement for UCARWORLD

Whereas, UCWORLD Co., Ltd. (hereinafter referred to as "UCWORLD") operates the website "UCARWORLD" (hereinafter referred to as the "Website") and provides vehicle listing services, sales matching services, and collection agent services related to vehicle sales on the Website (hereinafter collectively referred to as the "Services").

If the seller ("Seller") wishes to sell a vehicle listed on the Site ("Vehicle") through the Site and accept payment through the Service, the Seller will sell the Vehicle under the terms and conditions set forth below. Buyer ("Buyer") wishes to purchase a vehicle sold by Seller through the Site and accept payment through the Service, Buyer will purchase the vehicle under the terms and conditions set forth below. (Seller and Buyer are hereinafter referred to individually as the "Parties" and collectively as the "Parties").

The Parties hereby enter into a Vehicle Sales Agreement (the "Agreement") for the sale of vehicles conducted through the Site (the "Sales Transaction") as follows.

If the terms and conditions of this Agreement differ from the terms and conditions of any other agreement or document, including invoices for this sales transaction, the terms and conditions of this Agreement shall prevail.

1. Application for this Agreement shall be concluded when the Seller issues a quotation through the Site and the Buyer clicks the "Order Item" button on the Site within the specified period indicated on the Site and an invoice ("Invoice") is issued on the Site. The Agreement shall come into effect when the Seller agrees to the condition of transactions and the price with the Buyer through the system on the Site, which shall be notified to the Buyer on the Site. Seller and Buyer agree to be bound by the terms of this Agreement through their communication with UCWORLD on the Site, and the signatures of both parties are not a prerequisite to the validity or enforceability of this Agreement.
2. Conditions of this vehicle, including the vehicle identification number, shall be set forth in the invoice.

1. The purchase price of the vehicle (the "Purchase Price") , the export condition which means FOB Japan, and the payment due date (the "Payment Due Date") shall be set forth in the invoice. Upon execution of this Agreement, Buyer shall pay the full purchase price by the Payment Due Date. Payment shall be made by wire transfer to the bank account designated by UCWORLD, which has been entrusted by the Seller to act as collection agent, and such wire transfer fees shall be borne by the Buyer.
2. Seller shall hold the vehicle for Buyer until three (3) days after the due date. If Buyer fails to pay the full purchase price by the due date, this contract shall be terminated unless Seller, in its discretion, acknowledges payment as having been made. Such termination shall be effective immediately.
3. The Seller and the Buyer agree to abide by the Terms and Conditions of the Service as determined and published by UCWORLD, the operator of the Site. Seller and Buyer shall comply with this Agreement and the above Terms and Conditions with respect to payment of the purchase price.

1. If Buyer remits to UCWORLD an amount exceeding the amount set forth in the Invoice, UCWORLD shall hold the excess amount (the "Deposit") for refund to Buyer or application to a future Sales Transaction. No interest shall accrue on the Deposit.
2. UCWORLD shall manage each Deposit separately by the date on which it arose (the "Deposit Date") and shall hold each Deposit for one hundred eighty (180) days from its Deposit Date. Where Buyer has multiple Deposits arising on different dates, the one-hundred-eighty (180) day period shall apply independently to each Deposit.
3. If, during the holding period set forth in Article 3.2, a shortfall arises in the amount Buyer is required to pay in connection with another Sales Transaction, UCWORLD may automatically apply Buyer's Deposit(s) denominated in the same currency to such shortfall, applying the Deposit with the earliest Deposit Date first. Buyer's individual consent shall not be required for such application.
4. During the holding period, Buyer may request withdrawal (refund) of a Deposit in accordance with the procedure prescribed by UCWORLD (via Buyer's account page). UCWORLD shall remit the balance, after deducting the prescribed fee, to the bank account designated by Buyer; provided that Buyer may not request withdrawal if the amount of the Deposit does not exceed the prescribed fee.
5. Upon expiration of the one-hundred-eighty (180) day period from its Deposit Date, UCWORLD shall automatically remit the Deposit to the bank account previously designated by Buyer. The prescribed fee shall be collected first from Buyer's other Deposits denominated in the same currency whose holding periods have not yet expired, applying the Deposit with the earliest Deposit Date first; only to the extent that such other Deposits are insufficient to cover the fee in full shall the shortfall be deducted from the Deposit being remitted. Buyer's individual consent shall not be required for such collection, and Buyer acknowledges that the balance of such other Deposits will be reduced accordingly, and that a Deposit may be exhausted in full by such collection. Buyer may not cancel a remittance made under this Article 3.5.
6. Notwithstanding Article 3.5, if UCWORLD is unable to identify a bank account to which to remit the Deposit because Buyer has never made a withdrawal request, or if the aggregate of the Deposit reaching the end of its holding period and the other Deposits referred to in Article 3.5 does not exceed the prescribed fee and remittance cannot be made, Buyer shall be deemed to have waived any right to claim the return of such Deposit, and the amount thereof shall be vested in UCWORLD (and treated as miscellaneous income). In such case, no fee shall be collected from such other Deposits.
7. UCWORLD shall notify Buyer by email, sent to the email address registered by Buyer, ten (10) days, five (5) days, and one (1) day prior to the expiration of the holding period set forth in Article 3.2. The effect of Article 3.6 shall not be impaired even if such notice does not reach Buyer.
8. Buyer shall be responsible for the accuracy of the bank account information designated for remittance, and UCWORLD shall bear no responsibility for any failure, delay, or fee arising from remittance made based on incorrect information.

1. Seller shall deliver the Vehicle to Buyer, and Buyer shall take delivery of the Vehicle at the port agreed upon with Seller (the "Port"), after notification by UCWORLD of receipt of the Purchase Price on its behalf pursuant to Article 2.1. Such delivery shall take place on the date the Parties agree to carry out the delivery (the "Delivery Date").
2. Seller shall provide Buyer with the original of all documents (including, but not limited to, the bill of lading) necessary for Buyer to legally receive and use the Vehicle on or before the date of delivery. Except for the foregoing documents to be furnished to Buyer by Seller, Buyer shall, at its own expense, obtain any and all government approvals and licenses necessary for importation of the Vehicle.
3. Buyer shall inspect the Vehicle promptly after delivery at the Port. If the Vehicle differs from the specifications agreed upon between the Parties up to the time of execution of this Agreement, Buyer shall, within fourteen (14) days of delivery, submit to Seller a list of the differences in writing or electromagnetic record. In any event, the vehicle shall be deemed accepted without objection unless Buyer notifies Seller in writing or by electromagnetic record of the list of differences within the above period.

1. All risk of the vehicle shall pass from the Seller to the Buyer at the time the vehicle passes the parapet of the ocean-going vessel in port with agreed conditions of transactions in Article 2.1.
2. Title of the vehicle shall be transferred from the Seller to the Buyer upon receipt of the vehicle payment by the Seller in an appropriate manner, even before the vehicle has passed the parapet of an ocean-going vessel in the port with agreed conditions of transactions in Article 2.1. Upon transfer of title, the Buyer shall be deemed to have acquired the right of possession of the vehicle by constructive transfer provided for in Article 183 of the Civil Law of Japan. For other conditions, Article 5.1 shall apply and the Seller shall continue to bear all costs and risk, including but not limited to storage and other transport costs, until the vehicle passes the parapet of the ocean-going vessel at the port of loading with agreed conditions of transactions in Article 2.1. (If UCWORLD or its agent is the Seller, it shall obtain insurance with the Buyer's consent and the insurance company shall assume all risks up to the vehicle passing the parapet of the ocean-going vessel at the port of loading).

The vehicle is sold "As Is" as a used vehicle and seller makes no warranties, express or implied, to buyer. seller makes no warranty of merchantability or fitness for a particular purpose.

The parties may not terminate this Agreement for convenience of the parties. If this Agreement is terminated after the vehicle has entered the bonded area and the cause is attributable to Buyer, Buyer shall not be relieved of its obligation to pay the purchase price and shall issue a power of attorney for the procedures necessary to remove the vehicle from the bonded area and shall bear all necessary costs.

Seller shall not be liable for any claim of any kind (a) arising from incorrect information provided by Buyer to Seller through the Site or otherwise, or (b) if the total purchase price is less than JPY 30,000.

1. Assignment
   Neither party's rights and obligations nor its contractual status shall be assigned or transferred without the prior written consent of the other party.
2. Entire Agreement
   This Agreement constitutes the entire agreement between the parties with respect to the purchase and sale of the vehicle and supersedes all communications or agreements pertaining to this Agreement.
3. Separability
   If a court of competent jurisdiction finds any part of this Agreement to be unenforceable or in conflict with law, such unenforceable or conflicting terms shall be severed from this Agreement and shall be null and void, but the other terms, except such terms, shall remain in effect and apply.
4. Governing Law and Court of Jurisdiction
   This Agreement and all matters related to this Agreement shall be governed by and construed in accordance with the laws of Japan. The parties agree to submit to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court for any and all disputes arising in connection with this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
5. Language
   This Agreement shall be executed in the Japanese language. Translation of this Agreement into English or any other language shall have no effect in construing this Agreement.