MISUMI USA, INC. TERMS AND CONDITIONS

1. Acknowledgement and Acceptance

MISUMI USA, INC. ("MISUMI") provides the use of the MISUMI website ("Web Site") to you, conditioned upon your acceptance without modification of the following terms and conditions ("Website Terms"). Please review these Website Terms carefully. By using this Web Site, you are agreeing to these Website Terms. If you do not agree or do not wish to abide by these Website Terms, you may not use this Web Site or download materials.

2. Intellectual Property Rights

All content, text, images, data, information and other material ("Content") displayed, available or present on this Web Site, including any trademarks or copyrights, are the property of MISUMI or the designated owner and are protected by applicable intellectual property laws. You agree not to infringe upon or dilute any intellectual property of MISUMI, as well as not to remove or modify any trademark, copyright or other proprietary notice appearing on this Web Site. You are not allowed to link to, reproduce, sell, publish, distribute, modify, or display this Web Site or any Content without the prior written permission of MISUMI.

3. Authorized and Prohibited Uses

You will comply with all applicable laws in connection with your use of this Web Site. MISUMI may in its sole discretion modify, edit, translate, suspend, restrict access to or terminate this Web Site, these Website Terms, the Content or any link at any time without liability or prior notice. MISUMI may in its discretion terminate your browsing and use of this Web Site at any time without liability or prior notice for any reason, including for any breach of these Website Terms. In the event you link this Web Site to another web site to which MISUMI objects, upon notice of such objection from MISUMI, you agree to immediately discontinue such link. Moreover, you agree that no link shall be made to any page or frame of this Web Site except to the first or top page. MISUMI charges no fee at this time for browsing or using this Web Site, but reserves the right to impose or modify fees in connection with the browsing or use of this Web Site at any time without liability or prior notice.

4. Limitation of Liability and Disclaimers

Any and all content appearing on this website is provided for informational purposes only. Any products of MISUMI and/or its affiliated companies are subject to the standard warranty of MISUMI and/or its affiliated companies and other terms and conditions of sale in the sales agreement between MISUMI and the purchaser. This website, its content and its links are provided on an “as is” and “as available” basis and are used only at your sole risk, to the fullest extent permissible by law. MISUMI and its affiliated companies disclaim all warranties, express or implied, of any kind, regarding this Web Site (including its content, hardware, software and links), including as to fitness for a particular purpose, merchantability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, security and freedom from computer virus. MISUMI and its affiliated companies will not be liable for any damages or losses, including direct, indirect, consequential, special, incidental or punitive damages and/or lost profits, in connection with use of the internet, this website, its content or its links.

5. Indemnification

You will defend, indemnify and hold harmless MISUMI and its affiliates, officers, directors, employees and contractors from any demands, claims, damages, liabilities, expenses or harms, including attorney’s fees, arising in connection with your use of this Web Site, online conduct, breach of these Website Terms or dealings or transactions with other persons resulting from use of this Web Site.

6. Applicable Law and Forum

This Web Site, these Website Terms and any disputes arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Illinois without regard to its conflicts of law principles. The state and federal courts located in Chicago, Illinois shall have exclusive jurisdiction to adjudicate any dispute arising in connection with this Web Site or these Website Terms. You agree to submit to the exclusive and personal jurisdiction of the state and federal courts located in Chicago, Illinois.

7. Responsibility of Personal ID and User Information

You agree that you will be responsible for maintaining any Login ID, Customer Number, or WOS registration (collectively, “Personal ID”) information (which shall include without limitation, passwords, unique user identifications, specific user Personal ID information and all other information used in connection with any MISUMI issued Personal ID) as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your Personal ID. You agree to immediately notify us in the event that (i) your Personal ID is lost or stolen, or (iii) your Personal ID or a corporate user Personal ID for which you are responsible requires immediate termination due to the resignation and/or termination of any employee or agent; and (iii) you become aware of any unauthorized use of your Personal ID or of any other breach of security that might affect the Web Site or the MCAD. However, your notification to MISUMI of any lost or stolen Personal ID information, the termination of any MISUMI Personal ID or unauthorized use of your Personal ID will not necessarily limit or eliminate your liability with respect to any damage, claims, and/or charges resulting from the use or misuse of this Web Site or the MCAD.

8. Miscellaneous

You represent and warrant that you are authorized to enter into these Website Terms on behalf of any entity which you represent. These Website Terms constitute the entire agreement between the parties with respect to its subject matter and supersede any prior agreement or communication. These Website Terms may only be modified by MISUMI, at its sole discretion. If any provision of these Website Terms is held to be invalid or unenforceable for any reason, then the remaining provisions will remain in full force and effect. Your obligations pursuant to these Website Terms shall survive termination of this Web Site, any use by you of this Web Site and any Content, or these Website Terms.

1. Products

i. Customer may purchase Products through any authorized method offered by Seller, including its website, http://us.misumi-ec.com ("Website"). Seller may update its catalog of Products, including suspending or discontinuing its Website, suspending or discontinuing sales of certain Products, and updating the specifications or pricing of Products at any time without notice. Product depictions in the catalog and Website are for illustrative purposes only. Products may be substituted and may not be identical to descriptions or images published in the catalog or on the Website. Seller reserves the right to revise publishing errors in its catalog or Website or to remove any registered Customer Website account at any time. Seller may offer Products manufactured or assembled to Customer's specifications ("Custom Products"). Seller is not responsible for verifying the accuracy of specifications provided by Customer for Custom Products. Customer represents and warrants that Customer has the necessary rights, licenses, and permissions to submit such specifications to Seller and can lawfully grant Seller the rights required in such specifications to manufacture and sell such Custom Products. Customer further represents and warrants that Customer shall not submit specifications that breach any applicable laws, regulations, or third-party rights, including intellectual property rights. Customer hereby grants to Seller a revokable, non-exclusive license to use any information or specifications given by Customer to Seller in the course of designing and producing Custom Products. Custom Products are sold on a "FINAL SALE" basis only, and no Cancellations, returns, refunds, or credits are permitted except as set forth herein or otherwise agreed to by Seller in a signed writing.

ii. Large volume orders ("Large Orders") may require a quotation and the price and production time may differ from any catalog or Website information. Volume discounts are only applicable to product volume included in a single order line. If Product is split across multiple order lines, these lines will not be aggregated to apply volume discounts.

2. Ordering Products

i. Orders made by Customer become effective upon Seller's receipt and confirmation of the order. If Seller is unable to receive the order due to a problem with any telecommunication service or if any of the details required to process the order are missing, the order will not be deemed received, and Seller shall not be liable in any way for Customer's inability to purchase Product or any damages arising in connection therewith. Seller reserves the right to accept or reject any order.

ii. Customer may change an order (a "Change") or cancel an order (a "Cancellation") by contacting Seller as follows:

1. Products designated as Stock on the Website ("Stock Products"): Customer may request a Change or Cancellation at any time prior to shipping free of charge. After shipping, any Change or Cancellation will incur a twenty percent (20%) restocking charge.

2. Custom Products, Large Orders, or other non-Stock Products: No Cancellation or Change will be accepted unless agreed to by Seller in a signed writing.

iii. Notwithstanding the foregoing, Seller reserves the right to decline Changes or Cancellations due to the nature, type, quantity, or shipping date of Products, the distribution system used, or other relevant factors. Seller also reserves the right to rescind any order (whether or not such order has been previously accepted by Seller) if Seller determines, in its sole discretion, that (a) the order breaches these Terms of Sale; (b) the order violates any applicable law, regulation, legal precedent, governmental act, or industry standard; (c) the order contains any incorrect information, including, but not limited to, pricing, Freight, or order eligibility; (d) Customer's financial situation is unsatisfactory to Seller; (e) Customer is on one of the Restricted Parties Lists (defined below); or (f) for any or no reason, at Seller's discretion ("Recission"). Seller shall not be liable for any losses related to any Recission.

iv. Seller cannot accept any Cancellations or Changes if Customer requests express processing or shipping for the order.

v. To the extent permissible by applicable law, no cooling-off period will apply to sales of Products.

vi. Customer is responsible for inspecting and providing notice to Seller within one (1) week of receipt if Products fail to meet the specifications or have any defects in material or workmanship. Seller will promptly repair, refund, or replace defective Products, in Seller's sole discretion. If requested, Customer shall work with Seller to return such Products. If Seller does not receive notice within one (1) week of receipt, Seller will deem that all Products have been inspected and accepted by Customer.

3. Customer Obligations

i. It is Customer's sole responsibility to review Product literature provided by Seller concerning the Product and its properties (and to share such literature with its employees, contractors, and customers who may handle, process, install, or use such Products) and all applicable laws, regulations, and industry guidance for any applicable jurisdiction to be sure that their assembly, installation, and/or use of Products is compliant. Seller does not guarantee compliance of Products with any laws, codes or regulations or suitability of Products for any particular uses. In particular, Customer agrees that Seller's products shall not be used in applications in the human body or for the purpose of transporting humans, without Seller's prior written consent.

ii. Customer agrees to comply with all applicable laws, regulations, and ordinances including all applicable export and import laws and regulations. Notwithstanding the above, Customer acknowledges that Products may not be used in the development, production, or storage of any weapon, including chemical or biological weapons, or nuclear energy equipment, unless expressly permitted by Seller in Seller's sole discretion.

iii. Customer represents and warrants that it is not designated on or associated with any party designated on any applicable restricted parties' lists, or other forbidden, denied, blocked, debarred, or proscribed persons lists ("Restricted Parties Lists"). Customer acknowledges that Products may not be sold to, shipped to, or used by any party on the Restricted Parties Lists. In addition to the foregoing, Products may not be sold to, shipped to, or used by a party in any of the following countries: Democratic People's Republic of Korea (North Korea), Iran, Iraq, Libya, Afghanistan, Democratic Republic of the Congo, Cote d'Ivoire, Lebanon, Liberia, Sierra Leone, Somalia, Sudan, Eritrea, Syria, Cuba, the Central African Republic, or South Sudan.

iv. Customer represents that any person accepting these Terms of Sale on behalf of Customer is authorized to do so and that all employees and representatives of Customer who access the Website or any Seller application on behalf of Customer or otherwise purchase Products from Seller on behalf of Customer have the legal right, and are duly authorized, to make such purchases.

4. Freight Terms

i. Seller does not ship outside of the Americas. Customer should contact Seller's affiliates in other countries available at https://us.misumi-ec.com/worldwide/ for purchases outside of the Americas.

ii. Seller will ship Products to the Customer based on current lead times. Shipping and delivery dates are estimates only. Large Orders or Custom Products may require additional time to ship. Shipping terms for orders within the United States and Incoterms for international orders are F.O.B. Shipping Point: prepaid and billed or collect. Unless otherwise agreed by Seller, shipping, handling and/or insurance fees (collectively, "Freight") will be charged to Customer's account with Seller using a carrier of Seller's choice. Other shipping options may be available such as shipping expedited same day delivery, air Freight, hazardous materials, using Customer's carrier, international, or special handling for which Seller may charge an additional fee. Seller may also charge a handling fee on each order.

iii. Title, liability, and risk of loss of all shipments pass to Customer upon tender of Products to the carrier. Seller shall not be liable for any transportation charges, damage, or delays in transit.

iv. Any claim by Customer against Seller for shortage or damage to Products occurring before delivery to the carrier must be presented in writing to Seller within one (1) week of date of delivery.
FAILURE TO GIVE NOTICE OF A CLAIM WITHIN ONE (1) WEEK FROM DATE OF DELIVERY, OR THE DATE FIXED FOR DELIVERY (IN CASE OF NONDELIVERY), SHALL CONSTITUTE A WAIVER BY CUSTOMER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS.

5. Payment Terms

i. Prices displayed on the Website or in Seller's catalogs are subject to change or correction at any time and without notice. All orders will be invoiced at the Product Price in effect at the time of shipment.

ii. Payments are due net thirty (30) days from the date of invoice unless otherwise set forth by Seller.

iii. Customer is responsible for payment of all applicable taxes or other governmental charges or for providing a valid sales tax exemption certificate to Seller. When placing an order, Customer shall indicate which Products are tax exempt.

iv. Seller, at its option, may charge Customer eighteen percent (18%) interest per year or the maximum legal rate, whichever is less, on any balance not paid within the stated terms. Customer will pay Seller's attorneys' fees and other costs incurred by Seller in the collection of any amount invoiced and due. If Seller cannot confirm payment by the applicable due date, Seller may suspend or cancel any future shipments to Customer.

v. All payments must be made in U.S. dollars. Customer shall have no right to set-off any amounts against the amount owing to Seller.

vi. Seller reserves the right to request advance payment or specific methods of payment from Customers at its discretion. If Customer fails to make payment or comply with these Terms of Sale, Seller may (without liability and in addition to other remedies), cancel any unshipped Products and stop any Products in transit until Customer pays all amounts owed to Seller, whether or not then due. Customer shall in any event remain liable for any unpaid amounts.

vii. Any credit extended by Seller, and the limits of such credit, is at Seller's sole discretion, and may be reduced or revoked by Seller at any time, for any reason.

6. Returns

i. The Customer may request return of Stock Products to Seller within thirty (30) days of the date of delivery. All Product returns require a return authorization issued by Seller. Custom Products, Large Orders, or other non-Stock Products are not eligible for return.

ii. Returned Products must be in original packaging, unused, undamaged, unexpired, and in saleable condition. Proof of purchase may be required. Product returns may be denied or made subject to restocking fees and other charges by Seller at Seller's discretion.

iii. Customer must pay all associated shipping and Freight costs for returned Products. Seller does not take title to returned Products until Seller receives the Product at the applicable return location and inspects such Products.

iv. All Product returns are subject to inspection by Seller prior to issuance of any credit.

v. Customer agrees that any credit for a return issued by Seller must be used within one (1) year from the date the credit was issued and may only be used for purchases of Products unless otherwise agreed in Seller's sole discretion. Any unused credit or portion thereof will automatically expire after one (1) year.

7. Warranty

i. Seller offers Seller-branded products ("MISUMI Products") and third-party branded products ("Third-Party Products"). Seller warrants that MISUMI Products shall be free of defects in material and workmanship for a period of one (1) year from the date Seller ships the MISUMI Products to the original purchaser ("Warranty Period"); during the Warranty Period, Seller, at its sole discretion, may repair, replace, or refund MISUMI Products found to have a defect attributable to Seller ("Defect"). This warranty shall be known as the "Limited Warranty".

For the Limited Warranty to apply, Customer must provide Seller with written notice describing the alleged Defect within the Warranty Period. Seller will review the alleged Defect and determine in its sole discretion whether such alleged Defect is covered under the Limited Warranty. Seller's Limited Warranty shall not apply to any Products used in violation of these Terms of Sale. Once Customer discovers the alleged Defect, Customer must immediately discontinue the use of the MISUMI Product, or Customer will void the Limited Warranty. Seller expressly disclaims any and all damages arising from Customer’s continued use of the MISUMI Product after discovery of the alleged Defect.

ii. Minor flaws such as scratches, marks, small dents, or discoloration which do not affect the function of a Product shall not be considered Defects under this Limited Warranty. This Limited Warranty also does not cover Product flaws or deficiencies to the extent due to: (i) normal wear and tear due to Customer’s use of the Product; (ii) Customer's reckless, negligent, or abusive handling or use of Product; (iii) natural disasters; (iv) Customer's failure to comply with Product specifications, these Terms of Sale, or other Product documentation; (v) Customer (or any third party) repair, modification, disassembly, processing or combination with any other product; (vi) Customer's use of the Product for other than industrial automation use; or (vii) damage or lack of functionality related to designs submitted by Customer. As used herein, industrial automation use shall not include use of the Product in: (1) equipment meant to transport humans; (2) the human body; or (3) goods meant for consumer use.

iii. THE LIMITED WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF SELLER, THE MANUFACTURER OF PRODUCTS, AND ANY OTHER ENTITY INVOLVED IN THE MANUFACTURE, SALE, OR SERVICING OF PRODUCTS AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES AND RELATED COMPANIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE CREATED UNDER APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

iv. SELLER'S LIMITED WARRANTY DOES NOT APPLY TO THIRD-PARTY PRODUCTS. ANY PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE THIRD-PARTY PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED. TO THE EXTENT ANY MANUFACTURER/SUPPLIER WARRANTY APPLIES TO ANY MISUMI PRODUCTS, SUCH WARRANTY WILL SUPERSEDE AND VOID THE LIMITED WARRANTY AS TO THOSE PRODUCTS.

8. Indemnification; Limitation of Liability

i. Customer will defend, indemnify, and hold harmless Seller and its affiliates, and their respective officers, employees, and agents, from and against any liability, damage, claim, or any litigation cost or expense (including but not limited to reasonable attorneys' fees) from claims arising out of or relating to (a) any violation of these Terms of Sale; (b) any use of Products, unless Seller's analysis confirms that Products were properly stored, installed, and maintained, not subject to contamination, misuse, or modification, and in full compliance with Seller-provided literature; and (c) any act or omission of Customer under these Terms of Sale or related to Products.

ii. Seller shall indemnify and hold harmless Customer from and against any third-party claim that any Product manufactured by Seller infringes on any patent, trademark, trade secret, copyright, or other intellectual property. If any such Product is proven to so infringe, Seller shall, at its option, either make such Product non-infringing or procure the rights to continue to sell such infringing Product; if Seller is unable to do either of the foregoing, either party may terminate the relationship without any further obligation or liability to the other party. The foregoing remedies are the sole and exclusive remedies of Customer in the event of an infringement. Customer shall indemnify and hold harmless and defend or settle any action brought against Seller, Seller's affiliates, their respective officers, employees, and agents, or Seller's subcontractors based on a claim that any Custom Product infringed intellectual property rights of another party.

iii. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH PRODUCTS, THE WEBSITE, OR RELATED MATTERS, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY.
Further, in no event shall liability of Seller exceed the individual price of the Product upon which liability is asserted.

9. General Terms and Conditions

i. Seller shall not be liable for any delay or failure in performance resulting from causes beyond its control, including earthquakes, fires, floods, pandemics, epidemics, strikes or other labor disputes, shortage of labor or materials, delay in or lack of transportation, or the requirements of any government authority.

ii. Customer is responsible for notifying Seller of any changes in ownership, address, name, spokesperson, or other Customer information. Seller shall not be liable for any damages caused by Customer's failure to promptly notify Seller of relevant changes, and Customer shall indemnify Seller for any costs incurred by Seller related to such failure.

iii. By making a purchase from Seller, Customer represents and warrants that all information included in its registration is true, and it is authorized to purchase under the name and account set forth on its order.

iv. Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, or any other intellectual property rights reserved by Seller or owned by any manufacturers and/or suppliers to Seller. Customer shall have no right to copy or use any intellectual property of Seller or any of its manufacturers and/or suppliers without Seller’s permission.

v. By purchasing from Seller or registering on Seller's Website, Customer expressly agrees to receive purchase updates, marketing and promotional messages, and other relevant updates via e-mail or physical mail at the contact information provided. Customer may opt-out of marketing and promotional messages at any time via the opt-out procedures set forth in such messages. All information collected by Seller shall be governed by Seller's Privacy Policy available at https://us.misumi-ec.com/service/info/privacy-policy/.

vi. These Terms of Sale, the sale or purchase of Products, and the relationship of the parties shall be governed by and construed in accordance with the laws of the State of Illinois, excluding that body of Illinois law concerning conflicts of law. The parties hereby agree that the United Nations Convention on the International Sale of Goods shall have no application to this Agreement or the sale or purchase of Products. Any claim arising out of or related to these Terms of Sale, the sale or purchase of Products, or the relationship of the parties shall be brought exclusively in a state or federal court located in the state of Illinois, and the parties hereby submit to and waive any objections to the exclusive jurisdiction thereof. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen. Customer may not assign its rights hereunder without Seller's written consent.

vii. If any provision of these Terms of Sale is rendered ineffective, invalid, or unenforceable, the ineffective, invalid, or unenforceable term shall be severed from these Terms of Sale, and the remaining provisions shall be valid and fully enforceable as written.

viii. Failure of Seller to exercise any option, right, or privilege under these Terms of Sale shall not constitute a waiver of any such option, right, or privilege unless such waiver is specifically set forth in a writing signed by Seller.

1. MISUMI USA, Inc. (“MISUMI”) offers promotional codes to registered users that provide discounts or other benefits to purchases (“Promo Codes”) made on the MISUMI Web Ordering System (“WOS”) on a limited time basis subject to these Terms and Conditions of Promotional Code Use.

2. MISUMI reserves the right to cancel or modify these Terms and Conditions of Promotional Code Use, the Promo Codes, discounts, or other promotions at any time without prior notice.

3. Promo Codes only apply on orders for MISUMI products made via WOS (“Orders”). Promo Codes cannot be applied to orders received by any other method such as e-mail, fax, or phone. Promo Codes cannot be applied to previously placed Orders.

4. All orders and purchases of MISUMI products are governed by the Terms and Conditions of Sale set forth on this page or a successor webpage (“Terms of Sale”).

5. Promo Codes are not valid on Orders that include products with specifications set out by the customer, products with specifications other than those provided by MISUMI, products that require a quote, products in quantities that require a quote, or other special orders for Products ("Special Orders"). Special Orders may include orders including: more than 1,000 pieces of items with a unit price of less than $1.00 USD; items with custom specifications; or items with a ship date that requires a special quote.

6. Promo Codes may be used one (1) time only per registered user. A Promo Code is considered redeemed when the Order using the Promo Code is placed. If the Order is cancelled after applying the Promo Code, the Promo Code may not be used on a different Order. The Promo Code may not be applicable if the Order is revised after being placed. The Promo Code applies only to items purchased in a single Order and shipped to a single address.

7. Only one (1) Promo Code may be applied to each Order. The Promo Code may not be combined with any other discounts or other offers.

8. When ordering multiple items, Promo Code discounts will be allocated proportionally among all items in your Order. If an item subject to a Promo Code is returned, any refund amount will be limited to the actual price paid after the Promo Code discount was applied.

9. Shipping charges, taxes, and other fees may be calculated according to the full value of any discounted items. Promo Codes cannot be used to pay for taxes, shipping and handling, or other fees.

10. If the Promo Code offer has a minimum purchase amount requirement, taxes, shipping and handling, and other fees do not count towards the minimum purchase amount.

11. A Promo Code must be used prior to its expiration date. After the Promo Code expires, any items remaining in your cart, but unordered, will no longer qualify for the Promo Code.

12. Promo Codes are not redeemable for cash or cash equivalent.

13. Promo Codes will not be reissued if lost. Promo Codes are non-transferable and may not be resold.

14. Counterfeit Promo Codes or Promo Codes obtained inappropriately are void and will not be honored.

15. MISUMI reserves the right to accept, refuse, or limit the use of any Promo Code for any reason at any time. If you violate any of these Terms and Conditions of Promotional Code Use or the Terms of Sale, your use of any Promo Code may be invalidated.

16. Any attempt at fraud will be prosecuted to the fullest extent of the law. Void where prohibited, taxed, or restricted by law.

1. Purpose of Use

MISUMI offers the following:

i. CAD data found on the Website (3D CAD data, 3D Intermediate data and 2D CAD data) for the purpose of informing customers of the characteristics of the products offered by MISUMI or a manufacturer affiliated with MISUMI for use in their designs.

ii. Simplified drawing data (in PDF format) for the purpose of checking the specifications of products.

2. Characteristics of Data

There may be a discrepancy in certain characteristics of products (for example: tolerance, surface roughness, chamfer, etc.) between the Data and the actual product. Furthermore, for the purpose of reducing the file size of the Data, some information such as oil groove shapes, threads, or spring shapes, may be removed from the Data.

3. Disclaimer

MISUMI carefully creates the Data but makes no warranty as to the accuracy of the Data. MISUMI may at any time, and with no prior notice to customers, revise or delete Data. MISUMI assumes no responsibility for any damage or loss resulting from any revision or deletion of the Data, or any errors in said data. Customers are solely responsible for all aspects of their own designs, including those made using MISUMI’s CAD data. MISUMI may provide customers with design example data on the Website, but the quality, accuracy, functionality, safety, reliability, etc., of such data are not guaranteed. MISUMI may, at any time, and in its sole discretion, request that the customer cease its use of or destroy the Data in its possession. MISUMI may request the customer provide MISUMI documentation of such destruction.

4. Prohibited Acts

Customers or users of the Data, are prohibited from the following acts regarding the Data, in whole or in part:

i. Requesting quotations or placing orders for products with third parties other than those authorized by MISUMI or its affiliates;

ii. Receiving quotations or orders for products from third parties by providing the Data to a third party or using the Data in their own business;

iii. Displaying links to the Website related to the Data on their own websites, etc., without MISUMI's consent;

iv. Using or reproducing the Data beyond the scope of the above-stated Purpose of Use;

v. Modifying, altering, tampering with, translating, or adapting the Data;

vi. Selling, transferring, lending, sublicensing, or providing the Data to third parties in any way without MISUMI’s consent;

vii. Altering the content, reverse engineering, decompiling, disassembling, or analyzing the Data;

viii. Publicly disclosing or exhibiting the Data without MISUMI's consent;

ix. Using the Data for the purpose of providing products and services identical or similar to those of MISUMI;

x. Performing acts that interfere with the proper functioning of this Website, such as acquiring Data in bulk.

5. Copyright

All title and copyright in and to any information contained in the Data are owned by MISUMI or the relevant manufacturer affiliated with MISUMI and are protected by applicable copyright laws and international treaties. By downloading Data, the customer acquires no ownership rights of any kind in the intellectual property contained within. Without prior approval from MISUMI, no part of the Data may be utilized (reproduced, modified, reverse-engineered, uploaded, presented, sent, distributed, licensed, sold, or published) for any purpose other than that mentioned above. In the event Data is found to have been to be used for any purpose other than that mentioned above or against any applicable laws, MISUMI may pursue any legal remedy available to it, which may result in forbidding the offending user from using the Data or accessing the Website.

6. Third-Party Data

MISUMI offers some Data provided by third parties. Such Data may be subject to separate terms and conditions, in addition to these terms. MISUMI makes no guarantee or warranty regarding Data from third parties.

7. Export Control

Customers shall comply with all applicable laws and regulations regarding the export of the Data.

8. Amendments to the Terms

MISUMI may, at any time, and in its sole discretion, modify these terms and conditions; any such modification will be effective immediately.

9. Severability

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such Invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

10. Miscellaneous

These Terms and any disputes arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles. The state and federal courts located in Chicago, Illinois shall have exclusive jurisdiction to adjudicate any dispute arising in connection with these Terms. By downloading the Data, you agree to submit to the exclusive and personal jurisdiction of the state and federal courts located in Chicago, Illinois.