Effective Date: May 1st, 2025

These Standard Terms and Conditions ("Terms and Conditions") shall, together with any and all invoices (each, an "Invoice" and collectively referred to with these Terms and Conditions as the "Agreement"), govern the terms on which Notoko, Inc., hereinafter referred to as "Seller," shall sell to the Buyer, as identified in the Invoice, the products set forth in the Invoice. Seller rejects any terms in the Buyer's purchase order or other documents that contradict these Terms and Conditions. These Terms and Conditions take precedence over any other terms proposed by Buyer.

Payment

Buyer agrees to pay all costs and fees as specified in the Invoice. All payments must be made in U.S. Dollars. Additional fees, including cancellation charges, interest, or administrative fees, may be invoiced separately.

All charges must be paid within thirty (30) days of the Invoice date, and payment in full is required prior to any subsequent shipments or orders. Buyer is responsible for all applicable sales taxes, duties, levies, and government-imposed charges related to the purchase.

Seller reserves the right to pass through any new or increased fees, taxes, or assessments imposed by any governmental body or required by law. Buyer remains solely responsible for any such charges levied directly on it.

Late payments will accrue interest at the lesser of 1.5% per month or the maximum legal rate permitted by applicable law, calculated daily. Disputes regarding any invoice must be submitted in writing within thirty (30) days of the invoice date or the charges shall be deemed accepted and binding. All payments must be made as directed in the Invoice.

Limitation of Liability

a. No Warranty: Except as expressly stated in writing, Seller disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Products are sold “as is” without guarantees of quality, performance, or suitability.

b. Damages: In no event shall Seller be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, or data loss, even if advised of the possibility. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

Product Descriptions

Notoko, Inc. attempts to ensure product descriptions and content are accurate, complete, and up to date. However, Seller does not warrant that any description or other content on the Site or Invoice is error-free. If a product is not as described, Buyer’s sole remedy is to return it in unused condition.

Pricing

Prices are subject to change without notice. The final price of an item will be stated in the Invoice. If a product is listed at an incorrect price, Seller reserves the right to cancel the order and notify Buyer, even if the order has already been confirmed.

Risk of Loss

Title and risk of loss for all goods purchased by Buyer pass to Buyer upon delivery of the goods to the carrier.

Returns, Refunds, and Title

Seller does not take title to returned products until they are received at the Seller’s designated return facility.

Export Policy

Buyer agrees to comply with all applicable export and re-export laws, regulations, and restrictions related to any products purchased under this Agreement.

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law rules. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, or agreements. No waiver or amendment shall be valid unless in writing and signed by both parties.

If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. A failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other.

In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs, and expenses.

Buyer agrees that any dispute with Notoko, Inc. shall be resolved exclusively by the state courts governed by the laws of New York.