Terms and Conditions of Sale and Export Shipping

Effective January 1, 2026

These terms govern parts purchased through Car Shop Midori, LLC and stored or shipped from Japan by CSM Japan or any other third-party Japanese forwarder or seller. They apply to orders placed on or after the Effective Date: January 1, 2026.

1. Parties and definitions

1.1 "Seller" means Car Shop Midori, LLC, a Florida limited liability company, 613 SW Pine Island Road, Unit 19, Cape Coral, FL 33991.

1.2 "Japan Agent" means 合同会社CSM Japan ("CSM Japan") and any other third-party Japanese forwarder or seller that receives, consolidates, stores, or exports Goods on Seller's behalf. Any reference to Japan Agent means any one or more of them, as the case may be, and each may exercise the rights given to Japan Agent in these Terms.

1.3 "Customer" means the person or business placing an Order, including any business name it trades under.

1.4 "Goods" means any parts, vehicles, or other items purchased, received, or held for Customer, whether bought by Seller, its affiliates, or Customer directly and delivered to Japan Agent.

1.5 "Charges" means all amounts owed by Customer, including the price of Goods, commissions, domestic Japan shipping, consolidation, storage, packing, export, ocean or air freight, insurance, customs, and any other fees on an invoice.

1.6 "Order" means any request by Customer to buy, bid on, receive, or ship Goods, by website, email, message, or invoice.

1.7 "Payment Agent" means each of Car Shop Midori, LLC and Part Shop Midori, LLC, Florida limited liability companies at 613 SW Pine Island Road, Unit 19, Cape Coral, FL 33991. For Parts Orders, each is authorized to issue invoices for and accept payment of Charges as the other's representative.

1.8 "Parts Order" means any Order for parts or accessories, as opposed to vehicles.

2. Acceptance, orders and pricing

2.1 Customer accepts these Terms by signing them, checking an acceptance box, or placing or paying for an Order after receiving them. Seller will keep a record of each acceptance (date, method, and version).

2.2 These Terms apply to every Order and override any conflicting terms from Customer unless Seller agrees otherwise in writing.

2.3 Prices for Goods are converted from Japanese yen at the rate shown on the invoice. Commissions and service fees are as published by Seller or stated on the invoice.

2.4 Shipping and storage rates are those in Seller's current rate card or as quoted in writing. Seller may update its rate card with 14 days' notice; rates already invoiced do not change.

2.5 Seller may decline any Order.

3. Payment

3.1 The price of Goods, commissions, and Japan domestic shipping are due when the Order is placed or when invoiced, before Seller buys the Goods.

3.2 Consolidation, storage, export, freight, and other shipping Charges are due within 7 days of invoice and before Goods leave Japan.

3.3 Goods are not released for export until all Charges on all of Customer's open invoices are paid in full, unless Seller agrees in writing to a partial release.

3.4 Late Charges accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower.

3.5 Payments are applied first to the oldest outstanding Charges. Payment for one shipment does not release Goods tied to another unpaid invoice.

3.6 Customer pays all bank, wire, and card fees. Chargebacks or reversed payments make the Charges immediately due.

3.7 Payment Agent. For Parts Orders, Customer may be invoiced by and may pay Charges to either Car Shop Midori, LLC or Part Shop Midori, LLC. A payment received by either company is received on behalf of the company that issued the invoice and is credited to Customer's account as if paid to that company directly. An invoice issued by either company is subject to these Terms, and either company may enforce these Terms for Charges it invoiced or collected.

4. Title and risk of loss

4.1 Title to Goods purchased by Seller or its affiliates stays with Seller until all Charges for those Goods, including shipping Charges, are paid in full. Title then passes to Customer.

4.2 Where Customer buys Goods directly and has them delivered to Japan Agent, title stays with Customer, but the Goods are subject to the retention right in Section 6.

4.3 Risk of loss passes to Customer when Goods are received by Japan Agent. Seller and Japan Agent will store Goods with reasonable care but are not insurers of the Goods. Customer may buy transit and storage insurance through Seller at the quoted rate.

5. Consolidation and storage in Japan

5.1 Japan Agent receives Goods at its facility in Japan and holds them for consolidation into a container or other shipment chosen by Seller.

5.2 Storage is free for 30 days after Goods arrive at Japan Agent's facility. After that, storage accrues per item at $0.50 per day for small items; $2.00 per day for large items such as bumpers, seats, and doors; and $5.00 per day for engines, transmissions, and body panels, until the Goods ship or are collected.

5.3 Storage also accrues while Goods are held under Section 6 for unpaid Charges.

5.4 Seller sets container and sailing dates. Seller will tell Customer the expected shipment date and the Charges due before it.

6. Right of retention for unpaid Charges

6.1 Customer agrees that Seller and Japan Agent may hold all of Customer's Goods in their possession, in any shipment or container, until all Charges on all of Customer's invoices are paid in full. This applies even if the unpaid Charges relate to different Goods.

6.2 Japan Agent holds Goods as Seller's agent and bailee. Seller assigns to Japan Agent, and Japan Agent may exercise on Seller's behalf, Seller's rights to receive and secure payment of shipping, storage, and export Charges for Goods held in Japan.

6.3 This contractual right is in addition to any right of retention or lien under applicable law, including the right of retention between merchants under Article 521 of the Commercial Code of Japan and Article 295 of the Civil Code of Japan.

6.4 Holding Goods under this Section is not a conversion, wrongful detention, or breach by Seller or Japan Agent. Customer waives any claim to the contrary.

6.5 Seller will release held Goods for export within 7 business days after all Charges, including accrued storage, are paid in full.

7. Unpaid and abandoned Goods

7.1 If Charges remain unpaid 60 days after their due date, Seller will send Customer a written final notice by email to Customer's last known address, stating the amount owed and a further 30-day deadline to pay.

7.2 If Customer does not pay by that deadline, Customer agrees the Goods may be treated as abandoned. Seller or Japan Agent may then sell or otherwise dispose of them in a manner permitted by applicable law, including any required court or auction procedure in Japan.

7.3 Once Goods are treated as abandoned under Section 7.2, Customer forfeits all right, title, and interest in them, including any claim to the Goods, their return, or any proceeds, profit, or surplus from their sale or other disposal. Seller or Japan Agent may keep, sell, or dispose of the Goods for its own account. Customer remains liable for any Charges the sale proceeds do not cover.

7.4 Nothing in this Section applies while Goods are subject to a court order or a litigation hold.

7.5 Abandonment fee. When Goods are treated as abandoned, Customer owes an administrative fee of $150 to cover notices, handling, and collection.

7.6 Cancelled orders. If Customer cancels an Order after Seller has purchased the Goods, or refuses Goods without a valid defect claim, Customer owes a restocking fee of 25% of the purchase price, plus any domestic Japan shipping and storage already incurred.

7.7 The fees in Sections 7.5 and 7.6 are a reasonable estimate of Seller's costs, not a penalty, and are added to the Charges secured under Section 6.

8. Export, customs and import

8.1 Japan Agent handles Japanese export clearance. Customer must give accurate descriptions and values for all Goods it supplies or requests.

8.2 Customer is responsible for import duties, taxes, tariffs, customs broker fees, and compliance with the laws of the destination country, unless Seller acts as importer of record under a separate written agreement.

8.3 Seller may refuse to ship Goods that are prohibited, restricted, or unsafe to transport. Customer pays any return, disposal, or re-routing costs.

8.4 Delivery dates are estimates. Seller is not liable for delays caused by carriers, ports, customs, weather, or other events outside its control.

9. Liability, disputes and general terms

9.1 Seller's total liability for any Order is limited to the Charges Customer actually paid for that Order. Neither Seller nor Japan Agent is liable for lost profits or indirect damages.

9.2 These Terms are governed by the laws of the State of Florida. Rights over Goods located in Japan, including retention and sale under Sections 6 and 7, are also governed by the laws of Japan.

9.3 Disputes with Seller will be resolved in the state or federal courts located in Lee County, Florida. Claims concerning Goods held in Japan may be brought by Seller or Japan Agent in the Kyoto District Court, Japan. Customer consents to both.

9.4 Japan Agent is an intended third-party beneficiary of Sections 4 through 7 and 9 and may enforce them directly.

9.5 If any part of these Terms is unenforceable, the rest remains in effect. A failure to enforce a term is not a waiver.

9.6 These Terms, together with Seller's invoices and rate card, are the entire agreement for each Order. They may be changed only in writing signed by Seller.

9.7 Attorneys' fees and costs. In any lawsuit, arbitration, or other legal proceeding arising out of or relating to these Terms, an Order, any Charges, or any Goods, the prevailing party is entitled to recover its reasonable attorneys' fees, paralegal fees, court costs, expert fees, and other legal expenses, at trial and on appeal. If Customer does not pay Charges when due, Customer will also pay Seller's reasonable costs of collection, including attorneys' fees, whether or not a lawsuit is filed.

Acceptance

By signing these Terms, checking an acceptance box, or placing or paying for an Order, Customer confirms that it has read and accepts these Terms and Conditions (Section 2.1).

Payment of any invoice or Charge issued under these Terms, by any method and to either Payment Agent, is Customer's acceptance of these Terms, whether or not Customer signs them.

Seller and Payment Agents

Car Shop Midori, LLC
613 SW Pine Island Road, Unit 19
Cape Coral, FL 33991, United States

Part Shop Midori, LLC
613 SW Pine Island Road, Unit 19
Cape Coral, FL 33991, United States