Global Wave Terms and Conditions of Use | NIHON DENKEI PHILIPPINES, Inc.
Terms and Conditions of Use
Article 1 General Provisions (Purpose of the Terms and Conditions of Use)
The Terms and Conditions of Use (hereinafter referred to as the “Terms and Conditions”) shall define the terms and conditions of the services (hereinafter referred to as the “Services”) provided by Nihon Denkei Philippines, Inc. (hereinafter referred to as “We” or “Us”) through Wave Global web site. We also define the terms of our business transactions with us (hereinafter referred to as the “Transactions”).


Article 2 (Definitions)
Words and terms used in this Terms and Conditions have the following meanings:

  1. The term “MRO” stands for Maintenance, Repair and Operational Products and includes indirect/additional materials and other similar items.
  2. The term “user” is a user of services and transactions registered by us.
  3. The term “distributor” is the distributor that we have appointed in the course of our use and dealing with the services.
  4. The term “product” is a product that we provide to users through business transactions.


    Article 3 (Scope of the Terms and Conditions)

  1. This Terms and Conditions shall apply to all relationships relating to services and transactions between the user and us.
  2. Whenever necessary, we may prescribe additional terms to facilitate the smooth operation of services and transactions. Additional terms and conditions shall constitute a condition upon notification to the user.


    Article 4 (Changes of the Terms and Conditions)
    We may amend this Terms and Conditions from time to time without the consent of the user. Any changes to these Terms and Conditions will take effect immediately after we notify you of the changes in accordance with any of the appropriate methods defined in Section 9.


    Article 5 (User Registration)
    In order to use the services, the user shall agree to these Terms and Conditions and complete the user registration procedures as separately determined by us. We may refuse to register future users (hereinafter referred to as “user ” or “users”) as a result of our defined screening process. In this case, we will not disclose the reason for the rejection to the user.


    Article 6 (Restrictions on Users)

  1. Only registered users can use this service. The Applicant becomes a user when the user registration is complete.
  2. Notwithstanding the preceding clause, in the event the applicant is found to be inappropriate as a user after the user registration, we may delete the user registration of such user.


    Article 7 (Change of registration data)
    Any changes to the user registration data shall be made by notifying us of the changes through our site. We shall not be liable for any damage or inconvenience caused by the use of the service as a result of the user’s failure to notify us of any change in the user registration data.


    Article 8 (Management of User ID, Password, etc.)

  1. Users must set a password after user registration is complete.
  2. The user shall be responsible for managing the user ID and password. If a user ID and password are illegally used due to an accidental cause for which we are not responsible, the user who owns such user ID and password shall be responsible for the illegal use. Users must not allow third parties to use user IDs and passwords, lend or transfer user IDs and passwords, change ownership of user IDs and passwords, sell or purchase user IDs and passwords, or collateralize or mortgage user IDs and passwords.
  3. We will not compensate for any damage caused by the leakage or unauthorized use of the user ID and password, except for the case where the cause is ours. In the event we suffer damage due to the leakage or unauthorized use of the user ID and password by the user, we shall be entitled to claim compensation for damage to the user.
  4. If the user ID is used without the permission of the owner, or if the user ID and password are leaked to a third party, the owner of the user ID and password shall immediately notify us.


    Article 9 (How We Notify Users)
    Notices from us to users shall be made in such manner as we think appropriate, including but not limited to, our site, mobile site, fax, e-mail, conventional mail, etc.


    Article 10 (Handling of user information)

  1. i) Certain user information, such as information registered with the user registration, and ii) transaction history related to the service, will be recorded on the computer we manage.
  2. We use information such as user registration data and transaction history to us for the following purposes.
    1. Delivery of goods and provision of after-sales services
    2. For sending pamphlets, direct mails (DMs), faxes, and e-mails to distribute special sales information about our e-commerce business and other related services/businesses
  3. The company name, organization name, name of the person in charge, address, telephone number, fax number, date of birth, and e-mail address of the user collected by us for the provision or deposit of personal information shall not be provided or disclosed to any third party except in the cases that fall under any of the following.
    1. In the event information including the server registration information in the preceding clause is necessary for the operation of the services
    2. Where prior consent has been given to the use of registration information by the user
    3. In the case of our business partners* that have concluded a personal information disclosure Terms and Conditions, the handling of personal information is entrusted to the extent necessary for the achievement of the purpose of use disclosed to the user by us (business partners* are companies that delivers products, brochures, direct mail (DM), telecommunication companies that forward telephone, fax, e-mail, label printing companies that print labels of products, address of the users and direct mail, credit card companies designated to be paid by the user , and outsourcing company that collects outstanding payments).
    4. When we use personal information together with our group companies to the extent necessary to achieve the purpose of use disclosed to users
    5. In the event that we need to refer personal information to a personal credential recording institution and confirm the ability of the user to pay
    6. If the credit card company requests us to verify that the card is not illegally used
    7. In the event that we must respond to a court request for the provision of personal information pursuant to laws and regulations
    8. In the event that we need to provide the company that manufactures the products with the specific personal information necessary to prepare export-related documents to comply with the laws and regulations
    9. If we need to protect our rights and/or resources
    10. Where we should protect the interests of the other users


    Article 11 (User Responsibilities)

  1. The user shall fulfill the conditions of use of the network related to this service and shall comply with the operating procedures, various terms and conditions and regulations. When using this service, the user must not:
    1. Use the Services for purposes other than purchasing MRO products
    2. Any act which is (or may result in) infringement of any copyright, trademark and other rights whatsoever owned by any third party or us and relating to the information contained in the services
    3. Disturb or confuse the server or network in connection with the service
    4. Interfere with the operation of services by any means
    5. Acquire two or more IDs that take fictitious names, announce themselves as representatives of organizations or companies without representative/agency rights, disguise alliances/partnerships with others or organizations, or fraudulently use them.
    6. Breach, intentionally or negligently, of these Terms and Conditions or any of the laws and regulations
    7. Illegally use or cause a third party to use a user ID or password
    8. Tamper with the data provided through the services without our permission
    9. Use the product in a location other than the country or territory where the product was delivered.
    10. Re-export of products
    11. Resale of products
  2. We may expel such users or temporarily suspend their use of the service if such users do any of the actions described in paragraph 1 of this Article or if the user’s actions fall under any of the following: In addition, such users shall lose the benefit of time with respect to all obligations arising from services and transactions and shall immediately pay in full all obligations to us or its distributors.
    1. The user delays or defaults on the payment of any debts arising out of the services or transactions
    2. Bills or checks withdrawn or honored by the user are dishonored or payment-suspended
    3. In the event of a petition for attachment, auxiliary attachment, provisional disposition,
      compulsory execution, bankruptcy, civil rehabilitation, corporate liquidation, special liquidation, or corporate reorganization of users
    4. There are objective indications that the financial condition of the user has deteriorated or that the financial condition of the user may deteriorate.
    5. If we determine that the user is inappropriate as a user.
  3. User is solely responsible for its actions to comply with applicable laws and regulations, and
    users must not divert the products if such actions violate any of the applicable laws and regulations. All products are subject to the applicable laws and regulations of Japan.and/or the Philippines


    Article 12 (Compliance/Export Control)

  1. The user shall comply with the laws and regulations of Japan and the user’s country of export control and other export laws and regulations of any country with jurisdiction and declare that:
    1. The user shall not use the product for the development, design, or manufacture of weapons of mass destruction, such as nuclear weapons, biological weapons, chemical weapons, missiles, or conventional weapons, or for any use for which such weapons are suspected of the aforementioned deeds.
    2. When reselling or transferring products, the user confirms the end user and end use. The user will not deal with end users or end uses of nuclear, biological, chemical, missile, or other weapons of mass destruction, or conventional weapons, or in the event such end users or end uses are suspected of the aforementioned deeds.
    3. When exporting products from the user’s country to a foreign country or transferring technical information, the user shall comply with export-related laws and regulations stipulated by the user’s country of residence.
  2. The users are aware that our business practices prohibit bribery and corruption in any way. The user agrees that it is an independent contractor and will continue to comply with all applicable laws (including the United States Foreign Corrupt Practices Act and the United Kingdom Anti-Bribery Act) relating to money laundering, terrorism, commercial or formal bribery, or dealings with government officials.)。 Users must not provide or provide anything directly or indirectly valuable to government officials (cash or cash equivalents, gifts, loans, travel, entertainment or any other similar benefit) for the purpose of influencing any action or decision in connection with the purchase and resale of goods ordered to us. Users shall not pay any tips, bribes or incentives to government officials.


    Article 13 (Government Sanctions and Restricted Entities)
    The user represents and warrants that the user is not listed on any one of the Restricted and Prohibited Party Lists specified by the U.S. Government or the Foreign User Lists of the Ministry of Economy, Trade and Industry of Japan (“METI”) or associated with any of these lists.

  1. Ministry of Commerce’s Bureau of Industrial Security (“BIS”) denied party list (“Denied Persons List”), entity list (“Entity List”) or unidentified list (“Un-Verified List”)
  2. United Nations sanctions by the Office of Foreign Assets Control (“OFAC”), United States embargoes, governmental agencies of countries sponsoring terrorism, and a listing of companies and individuals, including affiliates (“Specially Designated Nationals Sanction Lists”)
  3. List of Prohibited Parties (“List of Statutorily Debarred Parties”) of the Department of State’s Defense Trade Control Division (“DDTC”)


    Article 14 (Sales Contract, Method of Ordering Goods)

  1. After you register with us as user, the users can order products and use services. When ordering products through the Services, the user is the user must enter the user’s ID and password.
  2. Orders that users place through the service using user IDs and passwords are recognized by us as valid declarations of the user’s intent and are considered legitimate orders.
  3. Any order placed by the user will be deemed final with respect to the product, delivery date and price upon receipt of the order by us and completion of its processing.
  4. The user agrees that a Sale and purchase agreement is made final between the user and us (or any other notified distributor) upon the completion of the processing of the order described in paragraph 3 above. However, the procedures and methods for concluding a sales contract must be separately
    set for specific products that we designate.
  5. The user shall agree that the order may not be cancelled or altered after the order has been placed (including, but not limited to, cases where the user does not pay taxes).


    Article 15 (Method of Payment)

  1. The User shall select the payment method from the option provided by us at the time of the order and pay accordingly. Remittance fee shall be paid in full by the user. The user shall pay an exchange fee to prepare the currency of payment.
  2. The User shall select to advance payment by bank transfer and agree in advance that the order will be cancelled if we are unable to confirm all or part of the payment of the goods within one week after the user’s order, unless an agreement is made between us and the user on different terms of payment with respect to the method of payment.
  3. If the user chooses to make an advance payment by bank transfer and pays an amount in excess of the total amount of the order, the user shall choose either an additional amount of credit note or a refund by bank transfer (if the additional amount is less than the remittance fee, the user shall receive an additional amount of the credit note) . All remittance fees for the refund will be paid by the user and deducted from the refund amount. In addition, if the user does not select the refund method within one and a half years, we will not refund the additional amount to the user.


    Article 16 (Transfer of Property)
    After we receive the payment from the user, the property is transferred to the user upon delivery of the goods.


    Article 17 (Delivery Policy)

  1. Unless otherwise stated, the default delivery term is Delivered-at-Place (DAP). All goods refused receipt will be charged return shipping charges.
  2. Shipping schedules for products shown in brochures, our site or mobile sites shall be construed only as schedules for reference. The user shall agree in advance that the delivery date may change due to arrival of the goods, inventory status or other unexpected reasons.
  3. You agree in advance that we will not ship the Products, regardless of the schedule provided in the preceding paragraph, until we can confirm all payments for the Products.
  4. The user agrees in advance that the orders might not be properly processed or transported by us during normal operation due to incorrect or insufficient order data or errors/typos of input by the user, or any other unavoidable reasons such as defects during transport. Products ordered may not be delivered by the prescribed delivery date due to such conditions as bad weather, seasonal factors such as national holidays (either regular or special) or other unexpected reasons.
  5. Depending on internet connection environment of the user, there may be a time lag between the user’s sending time and our receiving time. In this case, our acceptance time is deemed as the user’s order time. In the case of a fax order, the time for us to enter the order data on your behalf after we receive the fax order shall be deemed as the time for the user to place the order.
  6. Delivery of the good will be completed when it is correctly delivered to the delivery address specified in the Order Confirmation Form.
  7. We do not deliver products to courier shops, personal mailboxes, overseas deliverers, overseas delivery service providers, military post offices, etc.


    Article 18 (VAT, customs duty, shipping charges, cash on delivery fees, storage charges and other costs)

  1. VAT will be added separately because the quoted prices for the goods, services and delivery charges listed on the brochure, our site and mobile site are pre-tax prices. For products purchased by the user, the user shall pay the value added tax, etc. required in the user’s country.
  2. In addition to the payment of the product, the user may pay a separate delivery fee (e.g. remote location). In addition, the user shall pay any additional costs incurred for reasons attributable to the user, including storage fees in connection with the late payment.
  3. The User shall complete the payment set forth in the preceding Paragraph 2 prior to the date of shipment. If we are unable to confirm the payment by the date of dispatch, we may refuse to provide the service by the user by applying Article 26.2.


    Article 19 (Product Defects, Return of Product, Refusal to Receive Product)
  1. The user shall inspect the contents and defects of the product immediately after the arrival of the product. If the product is defective, the user shall notify us by e-mail from the address registered by the user at the time of user registration within ten calendar days from the arrival of the product. If we do not receive such notice within ten calendar days, we may deem the product to have passed the user’s inspection.
  2. If we receive such a notice, we will process the notice as follows:
    1. If the product is defective, we will either replace the defective product with a new one
      or repay the invoiced amount for the product.
    2. If there is a shortage of quantity, we will either deliver an insufficient quantity of the product or refund the invoiced amount of the shortage quantity of the product.
    3. If the delivered product is not the same as the ordered product, we will decide whether to replace the delivered product with the ordered product or to reimburse the invoiced amount of the product.
    4. If a part of the product is not delivered, we will decide whether to deliver a part of the undelivered products or repay a part of the invoiced amount of the subject products.
      The warranty provided by the manufacturer or seller of the product (hereinafter referred to as “Guarantor”) is subject to the Guarantor’s policy and may not be applicable outside of Japan.
  3. In the event any defects are already found at the time of delivery, we will either send a replacement product or repay the price of product according to the preceding clause, and claim the insurance indemnity after repaying the product price.
  4. We shall only be liable for damages to the user caused by defects in the product up to the upper limit of the unit price of the defective product. However, we shall not be liable for any consequential loss of profits from work related to the use of such products resulting from the matters described in this paragraph.
  5. We shall accept the return of any product that meets all of the following conditions if the product is defective at the time of delivery to the user, except for the product for which it is stated on the relevant page that it will not be allowed to be returned.
    1. To notify us by e-mail within ten calendar days of the arrival of the goods.
    2. The product must be unopened, unused, and not further damaged after delivery .
  6. When a user returns a product based on the above items, we either replace the product or issue a credit note or refund the product at the user’s option.
  7. The return of the product shall be made within ten calendar days from the date of acceptance of the return, in accordance with the method designated by us. If the goods are not returned within the above period, we may cancel the request for return and charge the price of the goods because the user determines that the user does not intend to return the goods.
  8. Prior to returning the product, the user must pack the product sufficiently so that it can withstand transportation. If the product is damaged due to the negligence of the user, we may cancel the request for return of the product and charge the price of the product.
  9. The purchase price of the returned goods will be refunded upon arrival at our return receipt and will be charged the price of the goods less 20% of the price as the return fee and the remittance fee. Therefore, the remaining amount of the product will be refunded. We have the right to choose a refund method.
  10. In the event the goods ordered by the user are delivered to the “Delivery Address” stated in the order confirmation and the user refuses to receive the products for any reason, we may charge a penalty equivalent to the price of the products and a delivery fee to and from the user.


    Article 20 (Installation and Maintenance of Equipment by User)

  1. The user shall install, at its own expense, equipment necessary to receive the Services online (hereinafter referred to as “User Equipment”), such as telecommunications equipment, contract with telecommunication carriers, computers, software programs, etc.
  2. In order to receive the services, the user shall, at the user’s own expense, maintain the User Equipment so that the User Equipment operates properly at the user’s own responsibility and access the website through the network provider selected by the user.


    Article 21 (Copyrights)

    In this service, copyright of the database, design and layout of pamphlets, copyright of our site, mobile site, screen showing product information, etc. belongs to us. The users must not copy, sell, or publish information obtained through us. The users must not use the information contained in their brochures, our site and mobile sites to provide services similar to the services or competitive services.


    Article 22 (Exclusions)

  1. We will promptly notify the user of any unusual natural phenomena or unavoidable matters such as enactment/change/abolition of laws and regulations, traffic accidents, scolding for exercise of public authority, accidents during transportation, labor disputes, war, etc. However, if the user suffers a loss for any of the above reasons, we and our distributor shall not be liable for compensation for the loss.
  2. We pay special attention to security when users enter their personal information online . However, users must be aware of the risk of information leakage even in such a protected environment and must agree that personal information is not necessarily 100% secure.
  3. This service is provided from Japan and the user agrees in advance that the good may not conform to the standards of the user’s country. Neither us nor our distributor shall be liable for compensation for any loss due to trouble or injury caused by a difference in standards of Japan.
  4. Users agree that we may simplify the product or the instructions and manuals relating to the use of the product, provided that the user as a business has certain knowledge of the product. The user also agrees that the packaging of the product may be simplified. The user shall be responsible for any accidents or injuries caused by improper use of the product because of the fact that the user does not understand the characteristics of the product. The users have to recognize that there might be translations at our site, mobile site or brochure and may have original language information, including Japanese. If the user needs to know the correct information, the user must contact us before purchasing.


    Article 23 (Transactions with Advertisers)
    Any communications or transactions by the users relating to advertisements, links or PR information displayed on the screen of the services shall be proceeded at the responsibility of the parties concerned and we shall not be responsible.


    Article 24 (Changes in Services, Prices and Specifications)
    Even during the term of validity of brochures, leaflets, etc., part or all of the services may be changed without prior notice to the user. The prices or specifications of the products listed are subject to change or termination without prior notice to the user.


    Article 25 (Suspension of Services)

    We may suspend some or all of the services without prior notice to the user if any of the following are applicable:

  1. If urgent inspection or renewal of services is required
  2. Cases where it is difficult to provide services due to accidental force such as fire, power failure, or natural disaster
  3. If we need to temporarily suspend the services for operational or technical reasons or if we find it difficult to provide the services due to contingencies


    Article 26 (Refusal to Provide Services)
    We may refuse to provide the service even after the provision of the service has been approved if any of the following causes are or may be applicable: We will reimburse the price of the product if the following causes occur for any reason attributable to us: We do not have to repay the product for any reason attributable to the user. We assume that the following items 2 and 5 belong to the user and item 3 belongs to us. Other items are judged by us on a case-by-case basis.

  1. If the user’s address or the delivery address of the good cannot be identified
  2. If the user refuses to accept the product
  3. If the delivery company is unable to deliver the goods
  4. In the event of a suspension of goods by customs
  5. If the user breaches any of the Terms and Conditions
  6. If we deem it inappropriate to provide the service


    Article 27 (Governing Law)

    The enactment, validity, enforcement and interpretation of these Terms and Conditions shall be governed by the laws of Japan. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.


    Article 28 (Jurisdiction of Terms and Conditions)
    In the event of any issues with these Terms and Conditions, the court in Japan designated by us shall be the exclusive jurisdictional court of the first instance.


    Article 29 (Subject of Discussions)
    In the event any doubt as to the interpretation of any such subject or Article with respect to any subject not defined in these Terms and Conditions or any provision contained herein, the user and we shall discuss and reconcile in good faith.


Researched by Shared Research Inc.
about Nihon Denkei Co., Ltd.