Terms and Conditions

Definitions

• "Us" / "We" / "Seller" / "Smile JV" — refers to Smile JV LLC (合同会社 Smile JV).
• "Account Holder" — the person or entity that opened the bidding account. In many cases the account holder is an import agent buying on behalf of their own customers. The account holder places bids, gives us instructions, and is responsible for all activity, obligations and payment on the account.
• "End Buyer" — a person or entity on whose behalf the account holder purchases, and to whom we may issue invoices or shipping documents at the account holder's request. An end buyer is not a party to the account.
• "Direct Buyer" — a person or entity that purchases a vehicle, goods or services from us without opening a bidding account (for example, buying a stock vehicle directly). A direct buyer has the same obligations under these terms as an account holder, and references to the account holder apply to them in respect of their purchase.
• "You" / "Buyer" / "Customer" — the account holder or direct buyer, unless the context clearly indicates otherwise.
• "Vehicle" — a device used to transport people, cargo or machinery.
• "As is" — a legal term disclaiming some implied warranties; the buyer accepts the vehicle with all faults.
• "Securing a vehicle" — us entering into a contractual arrangement to purchase goods as a result of your instructions.
• "Transit" — the vehicle/goods being transported by any means at any location in the supply chain.

Our Service Fees

Our service fee (also called a buying fee) is that which is advertised on this website, provided to the buyer, or negotiated with the buyer prior to securing a used vehicle or goods. The fee covers the services that we provide to secure, on your behalf, a used vehicle or goods from an auction in Japan, or a motor vehicle dealer in Japan, or any other party. Our services include but are not limited to: bidding, translation of auction inspection reports, physical inspection, photography, video recording, documentation preparation, courier services, research and price consultation, and negotiations with auctions or dealers.

Deposit

A deposit is required before we begin bidding and inspection work for you. The deposit is applied toward the services we provide in procuring vehicles on your behalf; it is not a part-payment for a specific vehicle.

• The deposit is 15% of your maximum bid, taken in units of ¥150,000 and rounded up to the next unit (minimum ¥150,000). For example, a maximum bid of ¥2,000,000 requires a ¥300,000 deposit. This is how our deposit system is structured.
• For vehicles with a bid price over ¥5,000,000, the deposit is agreed with you individually.

Your deposit is refundable at any time before we secure a vehicle on your behalf. We deduct only: (a) fees for work already performed (¥2,000 per bid placed, ¥8,500 per inspection carried out), and (b) the actual transaction fees charged by the payment provider.

Refunds are processed via PayPal or Wise. We are unable to refund by international bank transfer — sending funds out of a Japanese business bank account requires lengthy in-person procedures at the bank, so PayPal and Wise are the fastest and most practical options for both sides.

Payments

Payments can be made by international bank transfer or Wise. Deposits may additionally be made via PayPal. Vehicle purchases cannot be paid through PayPal.

Full payment is due by the date shown on your invoice, in line with your agreed payment terms. If a payment is running late:

• 7 days past due — we pause the account (no new bids) until the invoice is settled.
• 14 days past due — a late fee applies of 1% of the unpaid invoice amount (minimum ¥30,000). From this point, any storage or handling charges we incur from the auction house or yard are also passed on at cost.
• 21 days past due — we may re-auction or resell the vehicle. The account holder is responsible for any difference between the resale outcome and the amounts owed, together with the costs set out under Recovery of Costs below.

Freight and Shipping Costs

Freight figures for RORO shipping are estimates produced by our cost calculator using the rates available to us at the time, and are the basis on which we invoice. Shipping lines and carriers can change their rates, apply surcharges, or cancel and reschedule vessels at short notice — particularly during periods of disruption.

Where shipping costs change significantly before a vehicle is shipped due to events beyond our control — for example carrier rate increases, a change of shipping method (such as RORO to container), rebooking after delays or cancellations, or rerouting — the shipping portion of the invoice may be adjusted to reflect the increase. We will notify the account holder of any significant change and, where practical, discuss the options with them before rebooking.

Recovery of Costs

If a vehicle cannot proceed through the normal export process because of non-payment, late payment, or missing information or documents from the buyer, the account holder is responsible for the costs we actually incur as a result, including but not limited to:

• inland transport, including return transport where a vehicle must be brought back from the port or yard;
• port, terminal, freight-forwarding and shipping charges, including cancellation charges and dead freight for missed vessels;
• storage at the auction house, our yard, or the port;
• re-auction or resale fees, and any shortfall between the resale price and the amounts owed;
• documentation, de-registration and administrative charges;
• Japanese consumption tax or other taxes that become payable because a vehicle is not exported; and
• funding costs on unpaid amounts, calculated at 14.6% per annum from the due date until payment or resale.

These costs may be deducted from any deposit or other funds held on the account.

Account Holder Responsibility

The account holder is responsible for every vehicle purchased through their account, regardless of who the end buyer is or whose name appears on invoices or shipping documents. Where we invoice or issue documents directly to an end buyer, we do so as an administrative convenience at the account holder's request — it does not transfer the account holder's responsibility.

Every vehicle is purchased through a specific account, and remains a transaction of that account from bidding through to delivery. If an end buyer also holds their own account with us, this does not change anything for vehicles purchased through another account holder's account — those vehicles remain the responsibility of, and are administered through, the account that purchased them.

Until all amounts owing on an account are paid in full, we may withhold delivery, shipment, or documents for any vehicle purchased through that account.

Agents and Third Parties

Account holders who act as agents for their own customers must ensure those customers are aware of these terms — in particular the Account Holder Responsibility section above. Our obligations run to the account holder, and take precedence over any obligations we may have to other parties.

We communicate with the account holder. Where an end buyer is involved, the account holder is responsible for passing on our notifications, including changes to shipping arrangements, schedules and costs. Issuing invoices or documents to an end buyer, or receiving payment from one, does not create a direct contractual relationship between us and that end buyer, and does not reduce the account holder's obligations.

End Buyer Claims and Indemnity

Where an account holder requests that we issue invoices, communicate with, or accept payments directly from an end buyer, the account holder acknowledges that such arrangements are made solely for payment routing and administrative convenience. The account holder remains primary and fully liable for all contractual obligations, vehicle payments, and default costs under these terms.

Any payment we receive from an end buyer is received on behalf of the account holder and is credited to the account holder's account. Refunds and credits are made only to the account holder, regardless of who made the payment. Any dispute between an account holder and their end buyer is a matter between those parties and does not suspend or reduce the obligations on the account.

The account holder agrees to fully indemnify, defend, and hold harmless Smile JV LLC against any claims, demands, losses, damages, or legal costs brought against or incurred by Smile JV LLC by or on behalf of any such end buyer arising out of or related to the vehicle, its condition, shipping, or documentation.

Account holders operating commercial agent accounts are additionally bound by any executed Agent Authorization & Auction Data Safeguard Agreement between us and them.

Bank, PayPal, and Wise Transaction Fees

When a payment arrives by international bank transfer in Japanese Yen, our bank (MUFG) charges a receiving fee of 0.05% of the amount, with a minimum of ¥2,500. This is deducted on arrival and is not included in the invoice — please allow for it when sending. There is no separate receiving fee when a payment arrives in a foreign currency (for example USD) and is converted to Yen; the bank's exchange rate applies instead (see Exchange Rates below). Payments via PayPal incur fees charged by PayPal — currently approximately 4.0–4.3% (for example, around ¥6,190 on a ¥150,000 deposit). PayPal's fees can change from time to time; please refer to PayPal's official fee schedule at www.paypal.com for current rates. Wise transfers incur Wise's published fees.

Exchange Rates

All invoices are payable in Japanese Yen; any amount shown in another currency is for guidance only. The amount credited to your account is the amount actually received in our bank account after bank and transfer charges. Any shortfall remains payable, and any overpayment is credited to your account for future transactions. Overpayments are refunded only where the amount is significant, because international refunds carry transfer costs. Foreign-currency payments are converted at our bank's prevailing rate — MUFG publishes its current exchange rates here (Japanese-language page).

Japanese Consumption Tax

Export vehicles are invoiced excluding Japanese consumption tax, on the basis that the vehicle will be exported. If a vehicle is not exported — for example because the purchase is cancelled, payment is not made, or the vehicle is resold within Japan (including resale at auction following a cancellation) — Japanese consumption tax becomes payable on the transaction. In that case the tax is charged to the account holder, or deducted from the deposit, resale proceeds, or other funds held on the account.

Parts and services are treated differently from vehicles: they are invoiced at the total Japanese landed price, including domestic consumption tax. Because per-item tax refunds on courier shipments are commercially impractical to administer and depend on individual seller tax registration, all parts are priced on a tax-inclusive basis.

Cancellation and Refunds

Once we have secured a vehicle on your behalf — for example by winning an auction bid — the purchase cannot be cancelled. This is because we are committed to the auction house from the moment the bid succeeds.

If you no longer want a vehicle after it has been secured, we can assist with re-selling it at auction once payment has been made. Resale costs, any resale shortfall, and any consumption tax that becomes payable are handled under the Recovery of Costs and Japanese Consumption Tax sections above.

Vehicle Condition and Inspections

Vehicles are sold and exported on an "as is" basis, without warranties or guarantees of any kind, including implied warranties of merchantability or fitness for a particular purpose. There is no warranty on cars purchased from auction.

Auction inspection sheets are produced by the auction houses and their inspectors, and we are not responsible for their contents.

Our own inspections are carried out with reasonable professional care by AIS-trained staff. However, they are field inspections performed in limited time, without lifts, diagnostic equipment, disassembly, or test drives. They are an opinion on the visible condition of the vehicle at the time of inspection — not a mechanical warranty — and cannot identify every fault, in particular latent defects that a workshop inspection could reveal.

Auction Images and Data

Vehicle photographs, inspection reports, auction sheets, videos, and associated data accessed through our service — whether made available via our platforms, sent to you directly, or accessed through third-party accounts or tools arranged, provided, or authorized by us — are supplied solely for your internal vehicle evaluation and purchase decisions.

These materials originate from third-party networks and service providers to whom we hold strict operational and confidentiality obligations. All such materials are proprietary trade assets, and the originating networks strictly prohibit public disclosure.

You agree not to download for republication, screenshot for sharing, scrape, publish, or redistribute these materials — including on public websites, social media channels, or to unauthorized third parties — without our express written permission. Furthermore, you agree to comply with all operating rules, user terms, and data policies of any originating network or third-party service accessed through or in connection with your account.

If any data, image, or inspection sheet originating from your account, sub-accounts, or provided access leads to an administrative inquiry, fine, penalty, or membership suspension against us or our service providers, the responsible account holder shall be fully liable for:

1. An administrative investigation fee of ¥500,000;
2. Any official fines or penalties passed through to us; and
3. Liquidated business-loss damages calculated at ¥10,000 per vehicle purchased by us during any period of membership suspension or restriction.

These amounts may be set off directly against any deposit, account balance, or funds held on your account as outlined under Recovery of Costs, and we reserve the right to immediately terminate access and pursue further legal remedies. See also our Website Terms of Use.

Insurance and Risk

We apply marine cargo insurance to every vehicle we export as standard — we consider it essential protection. Insured vehicles are covered under an "All Risks" (Institute Cargo Clauses A) marine cargo policy, including a 90-day Before-Loading Clause while the vehicle is in storage in Japan awaiting shipment. Full details of limits and exclusions are set out on our Shipping Insurance page.

A vehicle travels without our insurance in only two situations:

• Paid in full before departure — where the vehicle has been paid for in full before it leaves the point of origin (the auction house, or our yard for stock vehicles) and you have chosen to arrange your own transport and cover. In that case you bear all risk of loss or damage from the point of origin.
• Regulatory restrictions — where the destination country's regulations prevent us from arranging insurance (for example, Kenya requires insurance to be arranged through a locally based insurer). In that case you bear the risk from the point of origin, and we strongly recommend arranging cover in your own country before the vehicle leaves Japan.

For insured vehicles, cover is time-sensitive and claims depend on following the correct steps: please inspect the vehicle before the delivery driver leaves and note any visible damage on the delivery receipt or Bill of Lading; report hidden damage to the carrier in writing within 3 days of delivery; and note that cover ends 60 days after the vehicle is discharged from the vessel.

Any trade term (for example FOB) appearing on customs or export documentation is used for customs valuation purposes only. It does not determine when risk of loss or damage passes, which is governed solely by these terms.

Title

Title to a vehicle remains with Smile JV and passes to the buyer upon the later of: (a) receipt of full payment, and (b) completion of Japanese export customs clearance. Risk is allocated separately, as set out in the Insurance and Risk section above.

Import Laws & Regulations

It is the buyer's responsibility to be aware of all requirements (legal, regulatory, quarantine, customs and clearance) and associated costs when importing a vehicle into their country. While we are happy to share our experience, any guidance we provide on these matters is general information only — please verify the requirements with your own authorities or advisors before purchasing.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including typhoons and other storms, earthquakes, tsunamis and other natural disasters, fire, flood, war, terrorism, strikes, port closures, carrier or shipping-line delays and cancellations, customs or government action, and utility or systems failures. If such an event affects a vehicle, we will notify the account holder promptly and work with them on the next steps. Where such an event causes additional costs (for example extra storage), we will discuss them with the account holder before they are incurred wherever practical.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Japan. Any claim brought against Smile JV must be brought in the Kyoto District Court or the Kyoto Summary Court, which have exclusive jurisdiction. Smile JV may bring proceedings against the buyer either in those courts or in the courts of the buyer's own country, at Smile JV's discretion. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Severability

If a court of relevant jurisdiction decides that any part of this Agreement is not enforceable or in conflict with the law, such unenforceable term shall be severed and disregarded, but the remaining terms will continue to apply.