Dealer Cart™ Terms of Use

Article 1 (General Provisions)

1. “Dealer Cart™” is a platform on this website (https://www.sigmaaldrich.com/JP/ja) intended to provide users of this website (hereinafter referred to as “Users”) with a forum for buying products of Sigma-Aldrich Japan G.K. or Merck Ltd. (hereinafter collectively referred to as the “Company”) (hereinafter referred to as “Company Products”) through dealers designated by Users (hereinafter referred to as “Dealers”).
2. These Dealer Cart™ Terms of Use (hereinafter referred to as the “DC Terms”) set forth the terms and conditions upon which Users and Dealers use Dealer Cart™.
3. In order for a User or Dealer to use Dealer Cart™, the User or Dealer, as the case may be, must accept the provisions of these DC Terms.
4. All Users and Dealers of Dealer Cart™ are subject to these DC Terms as an integral part of the terms of use of this website (https://www.sigmaaldrich.com/JP/ja/life-science/legal/site-use-terms), provided that in the event of any inconsistency between any provision of the terms of use of this website and that of these DC Terms, the latter shall prevail. Note that, of the terms of use of this website, the terms and conditions of sale (https://www.sigmaaldrich.com/JP/ja/life-science/legal/terms-and-conditions) do not apply to transactions between Users and Dealers using Dealer Cart™.
5. Users and Dealers are not required to use Dealer Cart™ in conducting sale and purchase transactions of Company Products between them. With mutual consent, a User and a Dealer may conduct a transaction by any means other than Dealer Cart™.

Article 2 (Terms and Conditions of Use by Users)

1. To use Dealer Cart™ each User must accept these DC Terms and register an account on this website through the prescribed procedure (if the User had registered an account on this website before commencement of the operation of Dealer Cart™, the User is automatically granted a Dealer Cart™ account but must accept these DC Terms prior to the first application for purchase through Dealer Cart™). If the User fails to meet any of the items of the following paragraph or if the Company otherwise finds it inappropriate for the User to use Dealer Cart™, the Company may not accept registration of an account by the User.
2. To use Dealer Cart™, a User must meet all of the following requirements. The User warrants that it will meet all of the following requirements for the duration of its use of Dealer Cart™ after starting to use it:
   
   (1) the User has not breached the terms of use of this website or these DC Terms;
   (2) the User’s use of this website or Dealer Cart™ has not been suspended by the Company in the past;
   (3) the User did not enter or communicate any false information in the course of registering a Dealer Cart™ account or making an application for purchase of a product to the Dealer;
   (4) the User is registered with Dealer Cart™ with the true intention of making applications for purchase of products to Dealers using Dealer Cart™ (instead of the sole intention of conducting market research or otherwise collecting information); and
   (5) the User is not a Dealer of Company Products (whether or not the User has a direct business relationship with the Company).
3. If the Company finds that a User fails to meet any of the requirements set forth in the items of the preceding paragraph or if the Company otherwise finds it inappropriate for the User to use Dealer Cart™, the Company may terminate the registration of the User’s account.
4. The Company owes no obligation to any Dealer to check that individual Users meet the requirements set forth in the items of paragraph 2 above. The Company does not warrant to Dealers that Users of Dealer Cart™ meet the requirements set forth in the items of paragraph 2 above.
5. After registering an account with Dealer Cart™, a User may at any time terminate the account and suspend its use of Dealer Cart™; provided, however, that the User shall remain responsible for any and all sale and purchase contracts executed with Dealers through the use of Dealer Cart™, unless otherwise agreed by the Dealers.

Article 3 (Terms and Conditions of Use by Dealers)

1. To use Dealer Cart™, each Dealer must accept these DC Terms and register an account as a Dealer through the prescribed procedure. After registration of an account by the Dealer, the Company will register the Dealer as a Dealer with Dealer Cart™. If the Dealer fails to meet any of the items of the following paragraph or if the Company otherwise finds it inappropriate for the Dealer to use Dealer Cart™ as a Dealer, the Company may not accept registration of an account by the Dealer or registration of the Dealer with Dealer Cart™.
2. To use Dealer Cart™, a Dealer must meet all of the following requirements. The Dealer warrants that it will meet all of the following requirements for the duration of its use of Dealer Cart™ after starting to use the same:
   
   (1) the Dealer has not breached the terms of use of this website, these DC Terms or the master contract for the sale and purchase of Company Products separately executed with the Company, regardless of the name of the contract;
   (2) the Dealer’s use of this website or the Dealer’s use of Dealer Cart™ as a Dealer has not been suspended by the Company in the past;
   (3) the Dealer did not enter or communicate any false information in connection with the information of the Dealer required for it to register an account with Dealer Cart™ or to be registered with Dealer Cart™ as a Dealer or in connection with the Ts & Cs as defined in Article 4, paragraph 1;
   (4) the Dealer has obtained all permits and licenses required to purchase and sell all Company Products sold by the Company in Japan and to store or transport these Company Products and meets all other legal requirements to be complied with; and
   (5) the Dealer uses Dealer Cart™ with the true intention of selling Company Products as a Dealer to Users through Dealer Cart™.
3. If the Company finds that a Dealer fails to meet any of the requirements set forth in the items of the preceding paragraph or if the Company otherwise finds it inappropriate for the Dealer to use Dealer Cart™, the Company may terminate the registration of the Dealer’s account or the registration of the Dealer with Dealer Cart™.
4. The Company owes no obligation to Users to check that individual Dealers meet the requirements set forth in the items of paragraph 2 above. The Company does not warrant to Users that Dealers of Dealer Cart™ meet the requirements set forth in the items of paragraph 2 above.

Article 4 (Independence of Transactions between Users and Dealers)

1. All transactions conducted by a User with a Dealer using the functions of Dealer Cart™ shall take place directly between the User and the Dealer. The Dealer shall present to the User on Dealer Cart™ the product specifications, delivery methods, delivery dates, prices, payment methods, acceptance inspection, returns and exchanges, refund, quality assurance, and all other terms and conditions of product sale transactions (hereinafter referred to as the “Ts & Cs”). The User may apply for purchase only after accepting the Ts & Cs presented by the Dealer, which must be agreed upon between the User and the Dealer.
2. The Company will not be a party to any transaction conducted by a User with a Dealer using the functions of Dealer Cart™. The Company does not warrant the accuracy, integrity or validity of the Ts & Cs presented to the User by the Dealer on Dealer Cart™. The Company assumes no responsibility for: holding stocks of products for the User to order from the Dealer; supplying products to the User; delivery dates or other terms of delivery; the quality of products; or any other aspect of transactions between the User and the Dealer. Therefore, should any dispute occur in connection with a transaction with the Dealer conducted by the User using the functions of Dealer Cart™, the dispute must be resolved directly between the User and the Dealer.
3. The Company will not provide any settlement service related to the payment, refund, etc. of purchase prices in connection with transactions between Users and Dealers.
4. In order to secure the independence of transactions between Users and Dealers, the Company will not access any data on individual transactions conducted by Users and Dealers using the functions of Dealer Cart™; provided, however, that at the stage where the Company receives an order for a product from a Dealer through Dealer Cart™ pursuant to Article 7 hereof, the Company will obtain information on the User to whom the product will be sold by the Dealer.
5. On each individual product page on Dealer Cart™, the Company may quote its suggested retail price of the product. The Company’s suggested retail price is quoted for reference purposes only and does not in any way bind transactions between Users and Dealers.

Article 5 (Applications for Purchase)

1. The Users may apply for purchase of products to Dealers through Dealer Cart™. The Company may change the specifications or any other aspect of the application procedure from time to time in order to increase the convenience of both Users and Dealers.
2. The payment methods, delivery methods, and other terms and conditions of transactions from which Users can choose at the time of placing an order are different with different Dealers. Each User must check those terms and conditions on its own before making an application for purchase of a product.
3. Ts & Cs of selected Dealers are presented to the User only upon and after the User is granted a Dealer Cart™ account pursuant to Article 2.1 above. Until then, only the Company’s suggested retail price is presented to the User. Therefore the User must apply for purchase of products upon and after the User is granted a Dealer Cart™ account and Ts & Cs of selected Dealers are presented to the User. Whilst it is technically possible for Users to apply for purchase of products to the specific Dealer before the account registration is completed, the User must acknowledge and agree that Ts & Cs of the Dealer are applied to such purchase order despite inaccessibility to Ts & Cs and that the purchase application could be voided as a result of noncompletion of account registration due to the rejection by the Company.
4. The sale and purchase contract for a product between a User and a Dealer shall be taken to be formed at the following point in time:
   (1) In case of the first purchase
   In case of the User’s first purchase from the Dealer, the sale and purchase contract for the product under application is not formed between the User and the Dealer at the time of the User’s completion of the application procedure through Dealer Cart™. The sale and purchase contract for the product under application is formed between the User and the Dealer only at the time of the Dealer’s approval of the application on this website pursuant to the prescribed procedure after the application has been confirmed by the Dealer on this website. However, depending on the Dealer to which the User made an application for purchase of the product, the Dealer may have set its own terms and conditions for formation of a sale and purchase contract. Please check directly with the Dealer. For example, the Dealer might change its shipping fees, delivery methods or other Ts & Cs after the User has completed the application procedure. If the Dealer intends to change any important elements of the Ts & Cs, the Dealer must notify the User of the details of the changes and the User must confirm the details notified by the Dealer. In such case, the User and the Dealer shall agree upon the final Ts & Cs through good-faith consultation with each other.
   (2) In case of the second and subsequent purchases
   In case of the second and subsequent transactions between the User and the Dealer, a sale and purchase contract between the User and the Dealer shall be formed at the time of the User’s placement of an order with the Dealer subject to the Ts & Cs presented by the Dealer. However, the third through sixth sentences of the preceding item shall also apply to the second and subsequent purchases.
5. After a User’s completion of the application procedure, the Dealer may decline the transaction. In this case, the User shall not be entitled to demand the Dealer’s fulfillment of the obligation to deliver the product under the sale and purchase contract. The Dealer declining the transaction must notify the User of the declination promptly after receipt of notification of the User’s application.

Article 6 (Disclaimer)

1. The Company makes no warranty whether express or implied with respect to: the fitness of Dealer Cart™ for a User’s or a Dealer’s particular purpose; the expected function, marketability, accuracy or utility of Dealer Cart™; the compliance of a User’s or a Dealer’s use of Dealer Cart™ with laws and regulations applicable to the User or the Dealer or with any industry organization’s internal rules or the like; or the continuous availability or error-free operation of Dealer Cart™.
2. The Company shall have no liability to compensate for any damage incurred by a User or Dealer in connection with Dealer Cart™. The Company shall have no liability to compensate for any incidental, indirect, special or future damage or any damage related to lost profits, regardless of the cause of the claim.
3. Any transaction, communication, dispute or the like occurring between a User and another User, a Dealer or a third party, or between a Dealer and another Dealer, a User or a third party, in connection with Dealer Cart™ shall be resolved by the relevant User(s) and Dealer(s) on their own.

Article 7 (Dealers’ Applications for Purchase to the Company)

1. Upon formation of an individual sale and purchase contract between a User and a Dealer pursuant to Article 5, paragraph 4 hereof for a transaction through Dealer Cart™, the Dealer’s application for purchase is automatically sent to the Company for the product for which the sale and purchase contract was formed. At this point in time, no sale and purchase contract for the product has been formed between the Dealer and the Company. A sale and purchase contract for the product shall be formed between the Dealer and the Company at the time of the Company’s issuance to the Dealer of a notice of the Company’s approval of the application from the Dealer to the Company.
2. The sale and purchase contract between the Dealer and the Company formed pursuant to the preceding paragraph shall be subject to the master contract executed in writing between the Dealer and the Company or to the Company’s terms and conditions of sale (https://www.sigmaaldrich.com/JP/ja/life-science/legal/terms-and-conditions) (hereinafter referred to as the “Company’s Sales Contract”). The Company’s Sales Contract may limit the Company’s liability for the quality or delivery of Company Products or other matters more than the relevant discretionary provisions of the Civil Code or the Commercial Code.

Article 8 (Handling of Data)

1. The following information is recorded in the Dealer Cart™ system as information on a User or Dealer of Dealer Cart™:
   
   (1) Information on a User:
   

   (A) the name and address of the User as a corporation or any other organization, the affiliation, job title, and name of the User’s contact person, and the email address, telephone number, and other contact details of the contact person, in each case entered by the User when registering or making changes to its account;

   (B) information on the Dealers with which the User conduct transactions; and

   (C) information on individual orders placed by the User with the Dealers (i.e., dates and times, products, and quantities).
   (2) Information on a Dealer:
   

   (A) the name and address of the Dealer, the affiliation, job title, and name of the Dealer’s contact person, and the email address, telephone number, and other contact details of the contact person;

   (B) users which conduct transactions with the Dealer; and

   (C) the terms and conditions for each product presented by the Dealer to Users.
2. The information on a User or Dealer specified in the preceding paragraph will be shared with Users or Dealers of Dealer Cart™ to the following extent:

3. The Company will take measures to block information within the Dealer Cart™, and will not access or acquire any part of the information set forth in subitems (1)(c) and (2)(c) of paragraph 1 above unless otherwise expressly specified in these DC Terms.
4. Part of the information on a User or Dealer specified in paragraph 1 above may be recorded in servers managed by external service providers to which the maintenance and management of the Dealer Cart™ system is outsourced by the Company and may be accessed by the external service providers for maintenance and management purposes.
5. Each User and Dealer are themselves responsible for securing, and warrant to each other and to the Company, the integrity, accuracy, validity, and currency of, and non-infringement of the rights of others by, the information entered by the User and the Dealer, respectively, in Dealer Cart™ (including without limitation the account registration information, the Ts & Cs, and the intention to apply for purchase).
6. In the event of changes to the information registered by a User or Dealer with Dealer Cart™, the User or Dealer, as the case may be, shall notify the Company of the changes without delay through the procedure prescribed by the Company.
7. The Company’s handling of a User’s or a Dealer’s information on individuals shall be subject to the Company’s policy for the protection of personal information (https://www.sigmaaldrich.com/JP/ja/life-science/legal/privacy-statement). The User or the Dealer, as the case may be, consents to the Company’s handling of its information on individuals pursuant to the policy for the protection of personal information.

Article 9 (Prohibited Acts)

1. In its use of Dealer Cart™, no User or Dealer shall engage in any of the following acts or any act that is deemed by the Company to constitute any of the following:
   
   (1) the act of using Dealer Cart™ in any manner other than as approved by the Company;
   (2) any act that infringes copyrights or trademark, design or patent rights or other intellectual property rights or any other rights or legitimate interests of the Company, any User or Dealer, or any third party;
   (3) any act that libels or slanders or threatens to libel or slander, or harms or threatens to harm the reputation, privacy or the like of, the Company, any User or Dealer, or any third party;
   (4) the act of publishing to others any information, documents, graphics, etc. that violate the public order and morals;
   (5) the act of intentionally registering false information, including without limitation imaginary, fictitious information;
   (6) any act that causes trouble or a feeling of discomfort to, or creates disadvantages to, the Company, any User or Dealer, or any third party;
   (7) any act that would hinder the operation of Dealer Cart™ or would damage the reputation of the Company or any of its affiliated companies or business partners;
   (8) any act that leads to a criminal act or that violates or threatens to violate any law or regulation or the public order and morals;
   (9) any act that breaches or threatens to breach any provision of these DC Terms or the terms of use of this website;
   (10) any act that is or threatens to be contrary to any warnings separately notified by the Company; or
   (11) any other act that is considered by the Company to be inappropriate for the operation of Dealer Cart™.
2. If the Company considers that a User or Dealer has breached any of the items of the preceding paragraph, the Company shall be entitled to suspend the use of all or part of Dealer Cart™ by, or deregister the account of, the User or the Dealer, as the case may be, or take any other measure considered appropriate by the Company.
3. If the Company or a third party incurs damage as a result of the User’s or Dealer’s breach of any of the items of paragraph 1 above, the User or Dealer, as the case may be, shall compensate for all the damage, including reasonable attorneys’ fees, at its responsibility and expense.
4. If a User or Dealer becomes aware of any act by any other User or Dealer that breaches or conflicts with these DC Terms, the non-breaching User or Dealer, as the case may be, shall promptly notify the Company of the act and shall not in any way be involved in the act.

Article 10 (Suspension of Use, Interruption or Discontinuation of Dealer Cart™)

1. In any of the following events, the Company may interrupt the provision of Dealer Cart™ without prior notice to or consent of Users or Dealers:
   
   (1) in the event of inspection or maintenance work due to failure of the Company’s equipment;
   (2) in the event that the interruption is unavoidable for operational, technical or other reasons;
   (3) in the event of force majeure such as an act of God, war, riot, civil commotion, natural disaster or epidemic (including COVID-19); or
   (4) in any other event where the Company considers that an urgent interruption or suspension is necessary.
2. If a User or Dealer breaches the terms of use of this website or these DC Terms, the Company shall be entitled to suspend the use of Dealer Cart™ by the User or Dealer, as the case may be, without prior notice or demand for correction.
3. The Company assumes no liability for any damage incurred by any User or Dealer in connection with the Company’s suspension of the use of Dealer Cart™ pursuant to either of the preceding paragraphs.

Article 11 (Amendment)

1. The Company may amend these DC Terms by giving notice to Users and Dealers.
2. If the Company intends to amend these DC Terms, the Company will announce on this website and/or communicate by any other means considered appropriate by the Company: that these DC Terms will be amended; the provisions of these DC Terms after the amendment; and when the amendment will take effect.

Article 12 (Termination of Dealer Cart™)

1. The Company may for its own reason change the specifications for Dealer Cart™ or terminate the provision of Dealer Cart™.
2. If the Company intends to terminate the provision of Dealer Cart™, the Company shall give prior notice to Users and Dealers.

Article 13 (Restrictions by Laws, Regulations, Rules, etc.)

1. Company Products may be subject to permits, licenses, notifications or other applications or to compliance with certain procedures, in each case with respect to their import, export, sale, purchase, transportation, storage, use, etc. under laws, regulations, rules, etc. in Japan or abroad (including without limitation the Act on the Evaluation of Chemical Substances and Regulation of Their Manufacture, etc., the Industrial Safety and Health Act, the Poisonous and Deleterious Substances Control Act, and the Act on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices, and rules, regulations, etc. related to any of the above) and depending on such factors as their quantities handled or their intended use by their acquirer. The Company’s catalogs, user’s manuals, safety data sheets or other documents related to Company Products may include various designations or warnings about their intended use, transport and storage methods, etc. based on applicable laws, regulations, rules, etc. or based on restrictions imposed on the Company under contracts with third parties or based on other circumstances (hereinafter referred to as the “Company Requirements”). Unless the Company receives reasonable prior notice, the Company deems that Company Products are used in compliance with the relevant Company Requirements, and the Company will not take any action under applicable laws, regulations, rules, etc. that takes into account the circumstances specific to the acquirer. Each User and Dealer must take action on their own under applicable laws, regulations, rules, etc.
2. The Dealer and User must acknowledge that Company Products are offered and sold for research purposes only. Unless otherwise stated in product label, catalogue or other official documents issued by the Company, Dealer or User have no express or implied authorization from the Company to use such Products for any other purposes including, without limitation, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Dealer or User must acknowledge that Company Products are not tested for safety and efficacy for such other purposes and no warranty is made, given or implied as to the safety and efficacy for such other purposes.
3. The Company assumes no liability for any violations of applicable laws, regulations, rules, etc. by, or for any damage incurred by, any User or Dealer as a result of its failure to comply with Company Requirements.

Article 14 (Confidentiality Obligations)

1. Each User and Dealer shall manage as confidential information any and all technical, business or other operational information obtained by the User and Dealer respectively in connection with Dealer Cart™ (including without limitation technical information on the software system for Dealer Cart™), and shall not disclose or divulge such information to a third party without the prior written consent of the Company but shall use such information solely for the purpose of using Dealer Cart™; provided, however, that the obligations set forth in this article shall not apply to any information proved by the User or Dealer:
   
   (1) to have already been in the public domain at the time of its disclosure;
   (2) to have entered the public domain through no fault on the part of the User after its disclosure;
   (3) to have already been in the possession of the User or Dealer at the time of its disclosure;
   (4) to have been duly obtained by the User or Dealer without a duty of confidentiality from a third party; or
   (5) to have been developed by the User or Dealer on its own independently of any information of the Company.
2. All rights in or to the Company’s confidential information obtained by a User or Dealer shall remain with the Company. No Users or Dealers are assigned, given or licensed any rights in or to the Company’s confidential information, other than that Users and Dealers are allowed to use such confidential information to the extent reasonably necessary to use Dealer Cart™.
3. No User or Dealer shall analyze, dismantle, decompile, test or reverse engineer, or have a third party analyze, dismantle, decompile, test or reverse engineer, any confidential information of the Company in order to find out its characteristics, structure or other mechanism.

Article 15 (Communications and Notifications)

1. Any inquiries about Dealer Cart™ or other communications or notifications from Users or Dealers to the Company, as well as any notifications about changes to these DC Terms or other communications or notifications from the Company to Users or Dealers, shall be made or given through the procedure prescribed by the Company.
2. If the Company contacts or gives notice to a User or Dealer at its email address or other contact details entered by the User or Dealer during its account registration (or, if such contact details have been changed since the account registration, the contact details after the change), the User or Dealer shall be deemed to have been contacted or have received the notice.

Article 16 (Governing Law and Jurisdiction)

Any matter related to these DC Terms or any dispute or claim arising from or in connection with such matter shall be construed in accordance with the laws of Japan. The parties hereto agree that the Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any litigation or proceedings arising from or in connection with these DC Terms.

Article 17 (Language)

The governing language of these DC Terms shall be Japanese. If any English or other translation of these DC Terms is produced, such translation is produced for reference purposes only. In the event of any inconsistency between the Japanese version and any translated version of these DC Terms, the former version shall prevail.