Terms and Conditions

Definitions

• "Us" / "We" / "Seller" / "Smile JV" — Smile JV LLC (合同会社Smile JV), the seller (売主) and exporter (輸出者).
• "Buyer" (買主) — the person or entity named as buyer on our invoice for a vehicle. The Buyer is the party to the contract of sale for that vehicle, and is the counterparty (相手方) for Japanese consumption tax purposes.
• "Account Holder" (アカウント名義人) — the person or entity in whose name an account that can place bids is held, whoever introduced them or operates the account. For each vehicle bought through the account, the Account Holder either is the Buyer, or acts as a Buyer's agent (買主の代理人) — placing bids, giving us instructions and receiving our communications on that Buyer's behalf. The Account Holder is also jointly and severally liable with each Buyer, as joint debtor (連帯債務者) and guarantor (連帯保証人), as set out under Liability of the Account Holder. Someone who buys from us without an account (for example, a stock vehicle) is simply the Buyer, and references to the Account Holder then apply to them.
• "Buying Agent" (sometimes called a broker or introducer) — a person or business that finds customers and either:
  • buys for them through the Buying Agent's own account. The Buying Agent is then the Account Holder, and these terms apply to them as Account Holder; or
  • introduces them to open their own account. For vehicles bought through that account, the customer is the Account Holder and the Buyer.

  A Buying Agent is different from a shipping agent at the destination (see Consignee).

• "Guarantor" (連帯保証人 / 連帯債務者) — the Account Holder, and any other person or entity accepted by us as guarantor or joint debtor for a Buyer under a separate signed agreement (see Other Guarantors and Joint Debtors).
• "You" — the Buyer and, where there is one, the Account Holder. Your obligations under these terms are owed by the Buyer and the Account Holder jointly and severally. Our notices and communications go to the Account Holder, or the person they have nominated (see Use of an account).
• "Consignee" (荷受人) — the party a vehicle is shipped to, as shown on the bill of lading and, as the consignee (仕向人), on the export declaration. This is often a shipping agent at the destination (a freight forwarder or customs agent that receives and clears vehicles), rather than the Buyer. This is a shipping role only. The Consignee does not need to be the Buyer and has no rights under the contract of sale.
• "Importer" (輸入者) — the party who imports the vehicle at the destination, usually the Consignee or a shipping agent acting for them. The Importer does not need to be the Buyer.
• "Secured" — a vehicle is secured:
  • for an auction vehicle bought by bidding, when the bid succeeds and the win is confirmed;
  • for a stock vehicle, when the Buyer confirms the purchase; and
  • for any other vehicle we buy on the Buyer's instructions (for example from a dealer, by negotiation with an auction house, or at a fixed price through an auction clearing service), when our purchase from the seller becomes binding on us. We confirm this to the Account Holder.

The Buyer, the Consignee and the Importer are often different people, and that is normal. For Japanese consumption tax, what matters is who paid the price. The names on shipping and customs documents do not need to match the Buyer.

How a Purchase is Made

Each vehicle is sold under its own contract of sale between Smile JV and the Buyer named on our invoice for that vehicle. The contract of sale is made when the vehicle is secured (see Definitions). The confirmation of the win or purchase, and the transaction records kept for it, are the record of when this happened.

When an Account Holder bids for someone else, they do so as that person's agent, and that person is the Buyer. The Account Holder confirms that they have the Buyer's authority to do so. If they do not, the Account Holder is bound by the purchase as if they were the Buyer.

If the Account Holder has not told us who the Buyer is by the time we issue the invoice, the Account Holder is the Buyer. Once the invoice is issued, the Buyer cannot be changed.

Every invoice names the Buyer and shows the vehicle's chassis number.

Use of an account. The Account Holder is responsible for every bid and instruction given through their account, including by anyone they allow to use it. The Account Holder may nominate a Buying Agent or other person, in writing or through the auction system, to give us instructions and receive our notices for the account. We may rely on instructions from, and give notices to, that person until the Account Holder tells us in writing that the nomination has ended. Bids and instructions given using an account's login details are treated as given by its Account Holder, whoever actually gave them. How an account or its holder is described, whether by them, by us or in the auction system, does not change how these terms apply. What counts is the account a vehicle was secured through and the Buyer named on our invoice.

Who We Invoice

We name as Buyer the person the vehicle is being bought for. Where the Account Holder is buying for themselves (including for resale), the Account Holder is the Buyer. Where they are buying as agent for a customer, the customer is the Buyer. Payment of any invoice by the Account Holder, as joint debtor or guarantor, does not change who the Buyer is.

An Account Holder who sells a vehicle on to their customer at a higher price than our invoice is buying for resale and must be named as the Buyer.

Every invoice, pro forma invoice or other sale document names the Buyer as the purchaser. We do not make out sale documents to anyone else. We may send them to the Account Holder, or the person nominated to receive our notices, on the Buyer's behalf. If payment nevertheless comes from anyone other than the Buyer or a Guarantor allowed to pay under Payments, or in cash, the Consumption Tax Security Deposit section applies.

Delivery and Date of Sale

A vehicle is delivered to the Buyer when it is secured (see Definitions). The date of delivery is the date of sale.

From delivery we hold the vehicle on the Buyer's behalf. We deal with it — transport, storage, shipment, or resale — on the instructions of the Buyer or the Account Holder, and in line with these terms.

Delivery does not entitle anyone to collect the vehicle or have it shipped. We release a vehicle for shipment or collection, and release its Bill of Lading, export certificate, title documents or other documents, only when:

• everything owing on that vehicle has been paid, including the price, fees, charges, and any consumption tax or consumption tax security deposit; and
• our services on the account through which it was bought have not been suspended (see Suspension of Services on an Account, under Recovery of Costs).

Until then we may move the vehicle to our yard or the port.

Shared shipments. Where vehicles bought through the same account are planned to ship together, in the same container or under the same Bill of Lading, we may delay that shipment, and hold the Bill of Lading and documents for every vehicle in it, until every vehicle in it has been paid for. Extra storage, rebooking or other costs caused by an unpaid vehicle are payable by the Buyer and Account Holder of that unpaid vehicle. We do not hold a vehicle or its documents because a vehicle bought through a different account is unpaid.

A vehicle collected in Japan is not exported. Its release for collection also requires payment of the consumption tax that becomes payable as a result (see Japanese Consumption Tax).

Risk passes as set out under Insurance and Risk. Title passes as set out under Title.

Liability of the Account Holder

The Account Holder is jointly and severally liable with each Buyer, as joint debtor (連帯債務者) and as guarantor (連帯保証人), for payment of every amount payable for each vehicle purchased through their account. This includes:

• the price;
• fees;
• inland transport, freight and insurance;
• shipping and other adjustments;
• costs under Recovery of Costs; and
• any consumption tax or consumption tax security deposit.

We may claim any of these amounts from the Account Holder without first claiming from the Buyer.

Where the Account Holder is an individual, their total liability under this section, as joint debtor and guarantor together, is limited to a maximum of ¥100,000,000 (極度額), covering the price, fees, charges, interest, late fees, damages and costs, unless a different maximum amount has been agreed with them in writing. This limit does not apply to vehicles for which the Account Holder is the Buyer.

The Account Holder accepts this liability in either or both of these ways:

• by accepting these terms when their account is enabled for bidding, and each time they accept a new version; or
• by signing our separate written Joint Liability Agreement.

Where a signed agreement exists, it applies in addition to this section, and prevails if the two conflict. The liability applies to every vehicle secured through the account while it is in force. Our records of acceptance, any signed agreement, and our records of each vehicle's purchase through the account are evidence of this liability.

Other Guarantors and Joint Debtors

A Buyer may ask us to accept another person or entity, for example a related company, as a Guarantor or joint debtor for that Buyer. That person or entity must sign our separate written Joint Liability Agreement before any payment is made from them. The agreement may cover a single vehicle, or all present and future purchases by that Buyer until it is cancelled in writing. We decide whether to accept them, and may ask for identification, company registration documents and an explanation of the relationship. Once we have accepted the agreement in writing, payments from that Guarantor or joint debtor for that Buyer's vehicles are accepted as set out under Payments.

The agreement binds only the person or entity that signs it. A payment from a different entity — for example a director's personal account, or a sister company — is a payment from someone else unless that entity has also signed.

Our Service Fees

Our service fee (also called a buying fee) is that which is advertised on this website, provided to the buyer, or negotiated with the buyer prior to securing a used vehicle or goods. The fee covers the services that we provide to secure, on your behalf, a used vehicle or goods from an auction in Japan, or a motor vehicle dealer in Japan, or any other party. Our services include but are not limited to: bidding, translation of auction inspection reports, physical inspection, photography, video recording, documentation preparation, courier services, research and price consultation, and negotiations with auctions or dealers.

Deposit

A deposit is required before we begin bidding and inspection work for you. The deposit is applied toward the services we provide in procuring vehicles on your behalf; it is not a part-payment for a specific vehicle.

• The deposit is 15% of your maximum bid, taken in units of ¥150,000 and rounded up to the next unit (minimum ¥150,000). For example, a maximum bid of ¥2,000,000 requires a ¥300,000 deposit. This is how our deposit system is structured.
• For vehicles with a bid price over ¥5,000,000, the deposit is agreed with you individually.

Your deposit is refundable at any time before we secure a vehicle on your behalf. We deduct only: (a) fees for work already performed (¥2,000 per bid placed, ¥8,500 per inspection carried out), and (b) the actual transaction fees charged by the payment provider.

Refunds are processed via PayPal or Wise. We are unable to refund by international bank transfer — sending funds out of a Japanese business bank account requires lengthy in-person procedures at the bank, so PayPal and Wise are the fastest and most practical options for both sides.

Payments

How to pay. Vehicle payments must be made by bank transfer, or by a transfer service (such as Wise or Revolut; others are fine), from an account in the payer's own name. The payer's name must appear on the payment we receive. Vehicle purchases cannot be paid through PayPal. Deposits may also be paid via PayPal.

Payment reference. Every payment must quote the invoice number, or the chassis number (VIN) of the vehicle it is for. If instead you pay a lump sum onto your account, or one payment covers several vehicles, tell us in writing (email is fine), before or when you pay, which account it is for and how it should be applied. We record the invoice or vehicle each payment is applied to.

We may hold a payment we cannot identify, or cannot link to an invoice or vehicle, until it is identified. We may treat it as coming from someone other than the Buyer, or refuse or return it.

Who may pay. Payment for a vehicle must come from:

• the Buyer named on the invoice; or
• a Guarantor or joint debtor (which may be the Account Holder or a Buying Agent) who has signed our Joint Liability Agreement covering that Buyer and that vehicle, and whose agreement we have accepted in writing before the payment is made.

Each payment must be made by a payment method allowed above, from an account in the payer's own name, and must be linked to the vehicle by its payment reference or a written allocation, as described above. A payer may use more than one of their own accounts, and payment for a vehicle may be split between these payers. A payment from a Guarantor or joint debtor is made in performance of their own obligation to pay for that vehicle. It does not change who the Buyer is.

If any part of the price is paid in cash, or by anyone else, the Consumption Tax Security Deposit section applies. This includes payments from an Account Holder or Buying Agent who has accepted these terms but has not signed our Joint Liability Agreement, and from any person or entity that has not signed it themselves, such as a director, a sister company, a friend or relative, a finance company or a shipping agent.

We may ask for identification of any payer. We may refuse or return a payment we cannot identify, or one that raises sanctions or anti-money-laundering concerns.

How payments are applied.

• Payments from the Account Holder may be applied by us to any amount due on their account, oldest first, whatever invoice they quote.
• Payments from a Buyer are applied only to that Buyer's own vehicles.
• Payments from any other Guarantor or joint debtor are applied only to vehicles of the Buyer or Buyers their Joint Liability Agreement covers.

Refunds. Refunds are paid to the person or entity that made the payment, into an account in their own name. We may use a different payment method or bank from the one the payment came from (for example, Wise). We do not pay refunds to anyone else unless the payer asks us to in writing and we have verified the recipient. Where the Account Holder made the payment, we may instead credit it to their account.

Full payment is due by the date shown on your invoice, in line with your agreed payment terms. If a payment is running late:

• 7 days past due — we pause the account (no new bids) until the invoice is settled.
• 14 days past due — a late fee applies of 1% of the unpaid invoice amount (minimum ¥30,000). From this point, any storage or handling charges we incur from the auction house or yard are also passed on at cost.
• 21 days past due — we may re-auction or resell the vehicle. You are responsible for any difference between the resale outcome and the amounts owed, together with the costs set out under Recovery of Costs below.

Requests to resell. A request to resell a vehicle does not cancel the purchase. We are not obliged to resell a vehicle until it has been paid for in full. If we agree to resell it earlier, the resale is made on your behalf, and you remain liable for the price, our costs and any shortfall.

Freight and Shipping Costs

Freight figures for RORO shipping are estimates produced by our cost calculator using the rates available to us at the time, and are the basis on which we invoice. Shipping lines and carriers can change their rates, apply surcharges, or cancel and reschedule vessels at short notice — particularly during periods of disruption.

Where shipping costs change significantly before a vehicle is shipped due to events beyond our control — for example carrier rate increases, a change of shipping method (such as RORO to container), rebooking after delays or cancellations, or rerouting — the shipping portion of the invoice may be adjusted to reflect the increase. We will notify the account holder of any significant change and, where practical, discuss the options with them before rebooking.

Recovery of Costs

If a vehicle cannot proceed through the normal export process because of non-payment, late payment, or missing information or documents from the buyer, you are responsible for the costs we actually incur as a result, including but not limited to:

• inland transport, including return transport where a vehicle must be brought back from the port or yard;
• port, terminal, freight-forwarding and shipping charges, including cancellation charges and dead freight for missed vessels;
• storage at the auction house, our yard, or the port;
• re-auction or resale fees, and any shortfall between the resale price and the amounts owed;
• documentation, de-registration and administrative charges;
• Japanese consumption tax or other taxes that become payable because a vehicle is not exported; and
• funding costs on unpaid amounts, calculated at 14.6% per annum from the due date until payment or resale.

These costs may be deducted from any deposit, consumption tax security deposit, or other funds held for the Buyer or the Account Holder.

Vehicles bought by the Account Holder. Where the Account Holder is the Buyer, all vehicles they have bought secure all amounts they owe us, and so do any funds we hold for them. If any amount they owe is 21 days past due, we may withhold release of any of those vehicles, resell them, and apply the net proceeds and those funds to any amounts they owe us, including as joint debtor or guarantor. We will pay any surplus to them.

Suspension of Services on an Account. If any invoice or other amount owing under an account is overdue, including any amount the Account Holder owes as joint debtor or guarantor, then until every overdue amount on the account is paid, we may suspend our services on that account. This means we may:

• suspend bidding on the account;
• pause or cancel inland transport, port delivery, vessel bookings and shipping for every vehicle bought through the account, including vehicles fully paid for by their own Buyer, and hold them at our yard or the port;
• withhold the release of Bills of Lading, export certificates, title documents and other documents for every vehicle bought through the account, including vehicles fully paid for by their own Buyer; and
• apply any funds, deposits, credits or resale proceeds we hold for the Account Holder against any amount owing on the account.

What this means for Buyers. If you buy through an Account Holder's account, shipping and documents for your vehicle may be delayed while anything on that account is overdue, even if your own invoice has been paid. This is a risk of buying through that account, and the Account Holder must tell you about it before bidding for you. Suspending our services on an account does not make the Account Holder the buyer or owner of any other Buyer's vehicle, and does not change the Buyer named on any invoice. A Buyer affected by a suspension agrees to look to the Account Holder, not to us, for any loss it causes them.

Costs of suspension. Any storage, cancellation, dead freight, rebooking, transport and other costs we incur because of a suspension are payable by the Account Holder, and may be recovered as set out in this section.

Account Holder's responsibility and indemnity. The Account Holder takes full responsibility for any suspension caused by an overdue amount on their account. The Account Holder indemnifies and holds harmless Smile JV LLC against any claim, demand, damages, loss, cost or legal proceedings, including legal costs, brought by or on behalf of any Buyer whose vehicle or documents are delayed or withheld because of an overdue amount on the account, including where that Buyer's own vehicle has been paid for in full.

Buying Agents

Which account a vehicle belongs to. Each vehicle belongs to the account it was secured through, and stays with that account from bidding through to delivery. A vehicle may be moved to another account after it is secured only if we and the Account Holders of both accounts agree in writing. The Account Holder of the new account is then liable for it as if it had been secured through their account. The original Account Holder remains liable unless we release them in writing. Moving a vehicle does not change its date of sale, or, once the invoice has been issued, its Buyer. Opening an account, or changing an account's access, does not change vehicles already secured through another account. A customer may buy some vehicles through a Buying Agent's account and others through their own account. Each vehicle follows the rules for the account it was bought through, including Liability of the Account Holder and Suspension of Services on an Account.

Buying through your own account

This applies where a Buying Agent buys for a customer through the Buying Agent's own account. The Buying Agent is the Account Holder, and the customer is the Buyer.

Responsibilities. The Account Holder must:

• have the Buyer's authority for every bid and instruction (see How a Purchase is Made);
• name the Buyer, with accurate name and contact details, before we issue the invoice;
• make sure the Buyer knows these terms, in particular this section, who must pay (see Payments), the consumption tax security deposit, and that shipping and documents for their vehicle may be delayed if anything on the account is overdue (see Suspension of Services on an Account);
• pass our notifications to the Buyer promptly, including changes to shipping arrangements, schedules and costs;
• help obtain the destination import document where a consumption tax security deposit applies;
• not make any promise, statement or commitment on our behalf; and
• be jointly liable for every amount owing on the vehicle (see Liability of the Account Holder).

Communication. We communicate with the Account Holder, or the person they have nominated (see Use of an account). A notice we give to the Account Holder is a notice to the Buyer. We may decline to communicate directly with the Buyer.

Paying for the Buyer. Accepting these terms makes the Account Holder liable for every vehicle bought through their account. It does not, by itself, let them pay for a Buyer's vehicle without the consumption tax security deposit. To do that, they must also sign our Joint Liability Agreement for that Buyer, and we must accept it in writing before they pay (see Payments).

Pricing agreed through the Account Holder. The price and fees for the vehicle are those agreed between us and the Account Holder, as shown on our invoice. Prices, fees and quotes published on our website do not apply, and the Buyer may not rely on them or claim any difference.

Buyer remedies. The Buyer's rights against us are limited to those set out in these terms.

Disputes between Buyer and Account Holder. Any dispute between a Buyer and the Account Holder acting for them — for example about price, margin, fees, delivery or communication — is a matter between them. Such a dispute:

• gives the Buyer no right to a refund from us;
• gives no right to withhold payment; and
• does not suspend or reduce any obligation under these terms.

Indemnity. The Account Holder indemnifies and holds harmless Smile JV LLC against any claims, demands, losses, damages or legal costs brought by or on behalf of a Buyer they act for, arising from:

• the Account Holder's dealings with that Buyer;
• any lack of authority;
• any statement or promise the Account Holder made on our behalf; or
• any failure to meet the responsibilities above.

Agent agreements. Account Holders operating commercial agent accounts are additionally bound by any executed Agent Authorization & Auction Data Safeguard Agreement between us and them.

Introducing customers

This applies to vehicles a customer introduced by a Buying Agent buys through the customer's own account.

• The customer is the Account Holder and the Buyer.
• The Buying Agent is not a party to the sale, and cannot bind us or make any promise on our behalf.
• The customer may nominate the Buying Agent to give us instructions and receive our notices (see Use of an account). Bids the Buying Agent places through the customer's account are the customer's bids.
• The Buying Agent may pay for the customer's vehicles only if they have signed our Joint Liability Agreement for that customer and we have accepted it in writing before they pay. Otherwise a payment from the Buying Agent is a payment from someone else (see Payments).

Vehicles bought for the customer through the Buying Agent's own account are covered by "Buying through your own account", not by this part.

Commission

We may pay a commission or fee to a Buying Agent, of either kind, who introduces or acts for a Buyer. Any such commission or fee is included in the price shown on our invoice.

Bank, PayPal, and Wise Transaction Fees

When a payment arrives by international bank transfer in Japanese Yen, our bank (MUFG) charges a receiving fee of 0.05% of the amount, with a minimum of ¥2,500. This is deducted on arrival and is not included in the invoice — please allow for it when sending. There is no separate receiving fee when a payment arrives in a foreign currency (for example USD) and is converted to Yen; the bank's exchange rate applies instead (see Exchange Rates below). Payments via PayPal incur fees charged by PayPal — currently approximately 4.0–4.3% (for example, around ¥6,190 on a ¥150,000 deposit). PayPal's fees can change from time to time; please refer to PayPal's official fee schedule at www.paypal.com for current rates. Wise transfers incur Wise's published fees.

Exchange Rates

All invoices are payable in Japanese Yen; any amount shown in another currency is for guidance only. The amount credited to your account is the amount actually received in our bank account after bank and transfer charges. Any shortfall remains payable. Any overpayment is held as a credit for the person or entity that made it, for use against future invoices, or refunded to them as set out under Payments. We refund overpayments only where the amount is significant, because international refunds carry transfer costs. Foreign-currency payments are converted at our bank's prevailing rate — MUFG publishes its current exchange rates here (Japanese-language page).

Japanese Consumption Tax

Export vehicles are invoiced excluding Japanese consumption tax, on the basis that the vehicle is exported and the sale qualifies for Japan's export exemption.

If a sale does not qualify, consumption tax at 10% is payable by you in addition to the price. This can happen because:

• the vehicle is not exported, for example because:
  • the purchase is cancelled,
  • payment is not made, or
  • the vehicle is resold within Japan or collected in Japan; or
• the documents Japanese law requires to keep the exemption cannot be obtained.

The tax may be charged to you, or deducted from any deposit, consumption tax security deposit, resale proceeds, or other funds held for the Buyer or the Account Holder.

Japanese law now keeps the export exemption for a vehicle paid in cash, or paid by anyone other than the Buyer or a person obliged to pay for it, only if we hold an official import document from the destination country. That is why the consumption tax security deposit below exists. We apply it to every vehicle shipped on or after 1 October 2026.

Parts and services are treated differently from vehicles. They are invoiced at the total Japanese landed price, including domestic consumption tax. Per-item tax refunds on courier shipments are commercially impractical to administer and depend on individual seller tax registration, so all parts are priced on a tax-inclusive basis.

Consumption Tax Security Deposit

When it applies. For a vehicle shipped on or after 1 October 2026, if any part of the price is paid in cash, or by anyone other than the Buyer or a Guarantor allowed to pay under Payments, a consumption tax security deposit is payable.

Amount. 10% of the total invoice for that vehicle.

How it is charged. It is charged on a separate invoice. It is payable when we request it, and in any case before we release the vehicle for shipment or release its export documents.

What it is. It is a refundable security deposit held against the consumption tax that would become payable if the export exemption is lost. It is not a charge of consumption tax.

Getting it back. It is refunded or credited when the Buyer, Account Holder, or Consignee provides the destination import document. That document must be an official document from the destination country's customs or other government authority certifying the import. Electronic copies are accepted. It must show:

1. the name of the customs or government authority that issued it;
2. the import date;
3. a description of the vehicle, including make, model and chassis number;
4. the value; and
5. the name of the person it was issued to.

Where the destination country does not issue such a document, alternatives are accepted as Japanese tax rules allow. Examples are an import declaration together with proof of clearance, or, for a free-trade zone, a copy of the import declaration.

Deadline. The document must reach us within 4 months after the shipped-on-board date on the bill of lading.

• Received before we file our tax return for that sale: we refund or credit the deposit promptly.
• Received later, but before the deadline, after we have paid the tax: we refund once the tax office has repaid us, less our reasonable costs of claiming.

If the document does not arrive. If the document does not reach us by the deadline, or the vehicle is not cleared for import at the destination, the deposit is applied to the consumption tax payable on the sale.

Refunds. Refunds are paid as set out under Payments.

Cancellation and Refunds

Once we have secured a vehicle on your behalf — for example by winning an auction bid — the purchase cannot be cancelled. This is because we are committed to the auction house from the moment the bid succeeds.

If you no longer want a vehicle after it has been secured, we can assist with re-selling it at auction once payment has been made. Resale costs, any resale shortfall, and any consumption tax that becomes payable are handled under the Recovery of Costs and Japanese Consumption Tax sections above.

Vehicle Condition and Inspections

Vehicles are sold and exported on an "as is" basis, without warranties or guarantees of any kind, including implied warranties of merchantability or fitness for a particular purpose. There is no warranty on cars purchased from auction.

Auction inspection sheets are produced by the auction houses and their inspectors, and we are not responsible for their contents.

Our own inspections are carried out with reasonable professional care by AIS-trained staff. However, they are field inspections performed in limited time, without lifts, diagnostic equipment, disassembly, or test drives. They are an opinion on the visible condition of the vehicle at the time of inspection — not a mechanical warranty — and cannot identify every fault, in particular latent defects that a workshop inspection could reveal.

Auction Images and Data

Vehicle photographs, inspection reports, auction sheets, videos, and associated data accessed through our service — whether made available through the auction system or other platforms, sent to you directly, or accessed through third-party accounts or tools arranged, provided, or authorized by us — are supplied solely for your internal vehicle evaluation and purchase decisions.

These materials originate from third-party networks and service providers to whom we hold strict operational and confidentiality obligations. All such materials are proprietary trade assets, and the originating networks strictly prohibit public disclosure.

You agree not to download for republication, screenshot for sharing, scrape, publish, or redistribute these materials — including on public websites, social media channels, or to unauthorized third parties — without our express written permission. Furthermore, you agree to comply with all operating rules, user terms, and data policies of any originating network or third-party service accessed through or in connection with your account.

If any data, image, or inspection sheet originating from your account, sub-accounts, or provided access leads to an administrative inquiry, fine, penalty, or membership suspension against us or our service providers, the Account Holder and any person who used the account are jointly and severally liable for:

1. An administrative investigation fee of ¥500,000;
2. Any official fines or penalties passed through to us; and
3. Liquidated business-loss damages calculated at ¥10,000 per vehicle purchased by us during any period of membership suspension or restriction.

These amounts may be set off directly against any deposit, account balance, or funds held on your account as outlined under Recovery of Costs, and we reserve the right to immediately terminate access and pursue further legal remedies. See also our Website Terms of Use.

Insurance and Risk

Vehicles we ship are insured under a marine cargo policy on which Smile JV is the named Assured. The cover is summarised on our Shipping Insurance page. The policy wording prevails. A vehicle is not insured under our policy only where:

• Your own cover — you have chosen to arrange your own cover, your cover is in place from when risk passes to you, and the vehicle has been paid for in full before it leaves the seller's premises (or our yard, for stock vehicles), not just before it is shipped;
• Regulatory restrictions — the destination country's regulations prevent us from insuring it (for example, Kenya requires insurance to be arranged through a locally based insurer); or
• Account holder instructs no insurance — the account holder has instructed us not to insure it. An instruction can be given verbally or in writing. We will ask for it to be confirmed in writing, but it takes effect when given, whether or not it is confirmed.

Risk. Risk of loss or damage passes to the Buyer at the earlier of (a) when the vehicle leaves the seller's premises (or our yard, for stock vehicles), and (b) when payment for the vehicle becomes overdue. This applies whether or not the vehicle is insured, and even though title has not yet passed (see Title). Any trade term (for example FOB) on customs or export documents is for customs valuation only and does not change this.

Claims. Where a vehicle is insured, that insurance is your protection. Smile JV does not otherwise guarantee the vehicle's condition in transit or storage. Before Japanese export customs clearance, Smile JV makes the claim as the Assured. After clearance, the consignee claims directly, with our assistance. Claims must follow the procedure and time limits in the policy, summarised on our Shipping Insurance page.

Lost or damaged before shipment. We will not charge our service fee (buying fee) or charges for services not performed (such as freight). You pay only what Smile JV paid for the vehicle, the costs already incurred on it, and any consumption tax payable because it was not exported, less any insurance settlement we receive. If you have already paid more than this, we will refund the difference.

Lost or damaged after shipment. Smile JV's only obligation is to assist with any insurance claim. You bear any loss the insurance does not pay, including any excess, excluded damage, declined claim, and any difference between the settlement and the price you paid.

Payment. Loss or damage does not delay payment of amounts due, except as adjusted above for vehicles lost or damaged before shipment.

Our negligence. Nothing in this section limits Smile JV's liability for loss or damage caused by our own negligence.

Title

Title to a vehicle remains with Smile JV and passes to the Buyer on the later of:

• (a) receipt in full of all amounts owing on that vehicle; and
• (b) completion of Japanese export customs clearance.

Risk and delivery are dealt with separately, under Insurance and Risk and Delivery and Date of Sale.

Import Laws & Regulations

It is the buyer's responsibility to be aware of all requirements (legal, regulatory, quarantine, customs and clearance) and associated costs when importing a vehicle into their country. While we are happy to share our experience, any guidance we provide on these matters is general information only — please verify the requirements with your own authorities or advisors before purchasing.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including typhoons and other storms, earthquakes, tsunamis and other natural disasters, fire, flood, war, terrorism, strikes, port closures, carrier or shipping-line delays and cancellations, customs or government action, and utility or systems failures. This does not excuse any obligation to pay. If such an event affects a vehicle, we will notify the account holder promptly and work with them on the next steps. Where such an event causes additional costs (for example extra storage), we will discuss them with the account holder before they are incurred wherever practical.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Japan. Any claim brought against Smile JV must be brought in the Kyoto District Court or the Kyoto Summary Court, which have exclusive jurisdiction. Smile JV may bring proceedings against the buyer either in those courts or in the courts of the buyer's own country, at Smile JV's discretion. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Severability

If a court of relevant jurisdiction decides that any part of this Agreement is not enforceable or in conflict with the law, such unenforceable term shall be severed and disregarded, but the remaining terms will continue to apply.