When Thinker Inc. (hereafter “the Company”) receives an order from the customer and delivers its robot hand proximity sensor “TK-01” (hereafter “the Product”), to the sales and purchase contract for the Product (hereafter simply “the Sales Contract”), the agreement for the Sales Contract (hereafter “the Agreement”) shall apply, unless otherwise agreed between the Company and the customer specifically in the Sales Contract, which the customer shall acknowledge with no objections before it places an order for the Product.

1. Article 1 Acceptance Inspection

   1. 1. Immediately upon delivery of the Product, the customer shall conduct an acceptance inspection of the Product for any excess or deficiency in quantity and whether or not the Product conforms to the descriptions in the Specifications. Then, within 10 business days of delivery, the customer shall report the results of such inspection (whether or not there is an excess or deficiency in quantity and whether or not the Product conforms to the descriptions in the Specifications) to the Company. If the Company does not receive such notice from the customer within the specified time, it shall be assumed that the Product delivered by the Company did not contain any excess or deficiency in quantity and that the Product all conformed to the descriptions in the Specifications.
   2. 2. If, as a result of the acceptance inspection described in the preceding paragraph, any of the following cases occurs, the Company and the customer shall take the following actions, respectively.
      
      1. (1) If the Product delivered did not conform in whole or in part to the descriptions in the Specifications, the Company will promptly repair or replace such Product.
      2. (2) If the quantity of the Product delivered was insufficient, the Company will promptly deliver to the customer the insufficient quantity.
      3. (3) If the quantity of the Product delivered was excessive, the customer shall immediately return the excess quantity to the Company. The cost of returning the excess quantity shall be borne by the Company.
   3. 3. The preceding two paragraphs shall apply mutatis mutandis to the acceptance inspection of the Product repaired or delivered as replacement and addition according to the preceding paragraph.
   4. 4. Once the notification stipulated in Paragraph 1 stating that the Product delivered either in part or in whole conforms to the descriptions in the specifications (including cases where the two previous paragraphs apply mutatis mutandis as described in the preceding paragraph) has been issued (or once the period of time stated in Paragraph 1 expires if it is deemed that the Product conformed to the descriptions in the specifications according to the paragraph 1), the Product shall be deemed to have been delivered regarding the portions of the delivered Product deemed conforming to the descriptions in the specifications.

2. Article 2 Payment of Price

   1. 1. The customer shall pay to the Company the purchase price for the Product delivered to the customer pursuant to the preceding Article, plus consumption tax, etc., in accordance with the payment due date and payment method set forth in the Sales Contract.
   2. 2. When the Company is owed a monetary obligation by the customer, the Company shall be able to offset such monetary claim against the monetary obligation owed by the customer to the Company pursuant to the preceding paragraph at an equivalent amount at any time regardless of whether the date of payment has arrived or not.

3. Article 3 Ownership

   Upon completion of the delivery stipulated in Article 1, paragraph 4, ownership of the Product shall be transferred from the Company to the customer.

4. Article 4 Burden of Risk

   1. 1. The Company shall bear the burden of any partial or complete loss, damage, change in quality, or other such risks that occur to the Product prior to its delivery, unless such risks are caused by reasons attributable to the customer.
   2. 2. The customer shall bear the burden of any partial or complete loss, damage, change in quality, or other such risks that occur to the Product after its delivery, unless such risks are caused by reasons attributable to the Company.

5. Article 5 Liability for Contract Nonconformity

   1. 1. With regard to cases where delivery of the Product to the customer is complete, the Company shall undertake either the repair, replacement, or a reduction in the price of the Product affected by contract nonconformity only when all of the following apply:
      1) A contract nonconformity is found that could not be detected with the acceptance inspection stipulated in Article 1.
      2) Responsibility for the contract nonconformity rests with the Company.
      3) Within six months after the delivery of the Product, the customer notifies the Company of the contract nonconformity and the details of said nonconformity.
   2. 2. Only in cases where the Company has failed to take any of the actions stipulated in the previous paragraph, the customer shall, in place of the actions stipulated in the previous paragraph, be able to terminate the Sales Contract involving the Product or to claim damage for the failure.

6. Article 6 Intellectual Property Rights

   1. 1. The Agreement and the Sales Contract do not constitute permission or the conferring of any rights from the Company to the customer including but not limited to patent rights, utility model rights, trademarks, copyrights (including rights specified in Articles 27 and 28 of the Copyright Act of Japan), design rights, circuit layout exploitation rights, and all other intellectual property rights (including rights as an inventor, rights to pending patent applications, rights to future patent applications, and extending to such rights overseas), as well as know-how, trade secrets, technical information (hereafter collectively “Intellectual Property Rights, etc.”), or any other rights.
   2. 2. In addition to the preceding paragraph, the customer shall not commit, or shall allow any third party to commit, any of the acts listed in the following items.
      1. (1) Acts infringing on the Intellectual Property Rights or other rights of the Company or a third party
      2. (2) Acts (excluding acts using the Product for purposes and by methods that are agreed upon with the Company in advance) that involve the Intellectual Property Rights of the Product such as use, patent applications, or disclosure (including using said rights, know-how, trade secrets, technical information, etc. to manufacture/design products similar to the Product)
      3. (3) Acts of assigning, transferring, pledging a security or otherwise disposing of, succeeding to, or lending, the Product as well as its status under the Agreement or the Sales Contract and its rights or obligations thereunder, in whole or in part, to a third party
      4. (4) Making modifications to the Product
      5. (5) Acts such as analysis through the reverse engineering of the Product or other such methods, and acts in an attempt to acquire information concerning the Product such as know-how

7. Article 7 Product Liability

   1. 1. In the event that a defect specified in the Product Liability ACT (hereafter "Defect") is found to exist, or is deemed likely to exist, the Company and the customer shall notify the other party without delay, and cooperate with each other to resolve the issue.
   2. 2. Regardless of the previous paragraph, if the Defect of the Product causes harm to the life, body, or property of the customer (including the employees or officers of the customer), the customer’s clients, or another third party, the Company shall compensate for any losses the customer has suffered by these (including damages the customer incurs resulting from losses that occurred to a third party). However, this is not guaranteed if responsibility for said damages rests with the customer (including the employees or officers of the customer, hereafter the same in this paragraph), or with a client of the customer or another third party (including cases where the Defect occurs due to instructions of the customer or their client to a third party or cases where the customer, its client or another third party modifies the Product).

8. Article 8 Warranty

   1. 1. If the Product fails (excluding minor failures that do not interfere with the use of the Product), within one year after delivery (hereafter “the Warranty Period”), the Company will, free of charge, repair (excluding the repair of electronics and component parts) or replace in the same quantity, the failed Product (hereafter "the Warranty"). However, this paragraph does not guarantee that the failure can be repaired. In addition, the Company shall determine whether to repair or replace the Product free of charge. Furthermore, repairs will be performed at a Company location.
   2. 2. The Warranty shall not apply if the cause of the failure corresponds to any of the following items:
      1. (1) Use of the Product other than as originally intended
      2. (2) Use contrary to the Product's conditions of use, power or other ratings, performance, operating environment, handling instructions, precautions or prohibitions (hereafter "Conditions of Use, etc.") described in the specifications, handling instructions, catalog, etc. (hereafter "the Specifications, etc.")
      3. (3) Use contrary to Article 9
      4. (4) Inspection, repair, or modification by anyone other than the Company or its authorized dealer
      5. (5) Use of a software program by a party other than the Company
      6. (6) Causes that could not have been foreseen at the level of value and technology at the time of the conclusion of the Sales Contract
      7. (7) A warranty claim made after the Warranty Period has passed or not made promptly after the failure occurred
      8. (8) Insurance payments or damages compensation have been received, or it is foreseeable that such payments will be received by the customer as a result of the failure
      9. (9) Willful acts or negligence of the customer or a third party caused the failure
      10. (10) Any cause other than the above for which the Company is not responsible

9. Article 9 Precautions Regarding Applications

   1. 1. When using the Product in combination with other products, the customer must confirm the laws, regulations, or standards with which such use should conform. In addition, the customer is requested to confirm independently the compatibility of the Product with the systems, machinery, equipment, etc. that the customer uses under actual conditions of uses. The Company assumes no responsibility for the compatibility with the Product.
   2. 2. The use cases and example applications described in catalogs are for reference purposes, and therefore when applying such uses, the customer must confirm performance and safety of the devices and equipment before using them in such uses and applications. In addition, the Company does not grant the customer the right to use the Product for such use cases, and the Company does not guarantee that it owns the intellectual property rights for such uses or that such uses do not infringe the intellectual property rights of any third party.
   3. 3. When using the Product, please pay close attention to the points listed in the following items:
      1. (1) Use of the Product with sufficient margin for its rating and performance
      2. (2) Safety design such as redundancy design and malfunction prevention design that prevent danger or damage to others even if the Product fails
      3. (3) The Product used in the customer's system, machinery, equipment, etc., is distributed power and installed so that it performs and functions in accordance with the specifications.
   4. 4. Continued use of the Product with deteriorated performance may result in unintended communication stoppage or abnormal sensor output due to insulation degradation, etc. Periodic maintenance should be performed on the Product and the systems, machines, and equipment that use it.
   5. 5. The Product was developed and manufactured as a generic item for general industrial products. The Product is not intended for use in any of the following applications. If the customer uses the Product for any of these applications, unless otherwise agreed upon between the customer and the Company, the Company makes no warranty of any kind regarding the Product. If the customer desires to use the Product for any of the abovementioned applications, the customer must consult with sales representatives of the Company.
      1. (1) Use in applications requiring a high level of safety, such as nuclear power control facilities, transportation facilities (railroads, airlines, ships, vehicles, passenger equipment, etc.), space facilities, elevating facilities, medical devices, safety devices, and other facilities and equipment that may endanger lives or bodies
      2. (2) Use in applications requiring a high degree of reliability, such as gas, water, and electricity supply systems, 24-hour continuous operation systems, and payment systems
      3. (3) Use in applications that may be handled or used outside the scope of specifications, conditions, or environments described in the catalogs, such as applications in outdoor installations or environments that may be subject to chemical contamination or electromagnetic influences

10. Article 10 Content in Specifications, etc.

    The following points must be understood regarding the contents of the specifications and shipping inspection tables, etc.

    1. (1) The rated values and performance values were obtained in independent tests conducted under each condition, and do not guarantee the values obtained under the combined conditions of each rated value and performance value.
    2. (2) Reference data is provided as a reference and do not guarantee that the Product will always operate normally within the range of the data.
    3. (3) Use examples are given as references, and therefore the Company does not guarantee the compatibility of the Product, etc. in such uses.
    4. (4) The Company may at its own discretion stop production of the Product or change the specifications of the Product for improvements or for the Company's own reasons.

11. Article 11 Limits of Liability

    The warranty set forth in the Agreement constitutes the entire warranty made by the Company under the Sales Contract, and neither the Company nor the distributors of the Product shall be liable for any matter not stated in the Agreement.

12. Article 12 Force Majeure

    The Company and the customer shall not hold the other party liable for non execution or delay in execution of the Agreement and the Sales Contract due to war, natural disasters, epidemics, or other causes beyond their control.

13. Article 13 Scope of Service

    The price of the Product does not include the cost of dispatching technicians or other services, and separate fees shall be charged in the following cases:

    1. (1) Guidance for installation and adjustment and witnessing of trial operation (including preparation of software for application and operation tests.)
    2. (2) Maintenance, inspection, adjustment and repair
    3. (3) Technical guidance and technical training
    4. (4) Product testing and inspection as specified by the customer

14. Article 14 Other Agreements

    1. (1) In addition to the points specified in Articles 8 through 13, the customer shall agree to the matters stated below and shall conclude the Sales Contract to use the Product. When using the Product, the customer shall establish a system of safety measures as a whole to warn users of any danger.
    2. (2) The Company shall not bear any liability even if the Product, software on which the Product is installed, or all computer equipment, computer programs, networks, or databases are infected by a DDoS attack (distributed denial-of-service attack), computer virus or other technologically harmful program, or unauthorized access. The Company shall not be liable for any direct or indirect loss, damage or other expenses resulting from such infection.
    3. (3) The customer is requested to take sufficient measures regarding (i) antivirus protection, (ii) data input and output, (iii) recovery of lost data, (iv) prevention of computer virus infection for the Product or the software on which the Product is installed, and (v) prevention of unauthorized access to the Product. In addition to the description in the previous items, the Product is not intended for use in vehicles (including two wheels, hereafter the same). The Product is not to be used in applications for installation on a vehicle. For information on products for installation on a vehicle, contact sales representatives of the Company.

15. Article 15 Termination

    1. 1. When any of the following events occurs with respect to the other party, the Company and the customer may terminate the Sales Contract in whole or in part.
       1. (1) The other party has violated the Agreement or the Sales Contract and such violation has not been corrected despite a reasonable period of notice.
       2. (2) The other party has committed a serious violation of the Agreement or the Sales Contract.
       3. (3) The other party has been subjected to a seizure, provisional seizure, provisional disposition, tax delinquency disposition, or any other disposition by public authority; has been filed for auction, or has filed or been filed for, bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or other legal liquidation proceedings.
       4. (4) The other party has become insolvent, such as by dishonoring a draft or check drawn on or accepted by the other party.
       5. (5) The other party has received a disposition of suspension of business or revocation of business license or business registration from the supervisory authority.
       6. (6) The other party has passed a resolution to abolish or materially change its business or dissolve the company.
       7. (7) The condition of the other party’s assets has deteriorated significantly or is deemed to be likely to deteriorate significantly.
    2. 2. When the Sales Contract has been terminated in whole or in part pursuant to the preceding paragraph, the party who has been terminated shall naturally lose the benefit of time and shall immediately repay all monetary obligations (including note obligations) to the other party.

16. Article 16 Exclusion of Antisocial Forces

    1. 1. The Company and the customer represent and warrant that they and their officers, directors, shareholders with substantial influence over management or business, employees in important positions, or consultants equivalent thereto, are not or have not been an organized crime group, a member thereof, persons who have ceased to be members of an organized crime group within 5 years, associate members of organized crime groups, companies affiliated with organized crime groups, corporate extortionists, or other similar groups or members of social movement advocacy group rogue, or special intellectual violent mob, etc., or other similar persons or members thereof (hereafter, collectively, "Anti-Social Forces"), and that none of them falls under any of the following.
       1. (1) Having a relationship in which Anti-Social Forces are deemed to control the management of the party.
       2. (2) Having a relationship in which Anti-Social Forces are deemed to be substantially involved in the management of the party.
       3. (3) Being recognized as using Anti-Social Forces for its own or a third party's illicit gain or to cause damage to a third party.
       4. (4) Being recognized as being involved in Anti-Social Forces by providing funds, etc., or offering favors, etc.
       5. (5) An officer or a person substantially involved in the management of the party has a socially reprehensible relationship with Anti-Social Forces.
       6. (6) The fulfillment of the Agreement or the Sales Contract could contribute to the operation of Anti-Social Forces or promote their activities.
    2. 2. The Company and the customer represent and warrant that neither of them shall commit any of the following acts themselves or by using a third party.
       1. (1) Violent acts of demand
       2. (2) Unreasonable demands beyond legal responsibility
       3. (3) Acts of threatening words or deeds or using violence in connection with transactions
       4. (4) Acts that tarnish the reputation or credibility of the other party or interfere with its business, or acts that have the potential to do so, by spreading rumors, using deceptive means or violence
       5. (5) Any other acts similar to the preceding
    3. 3. If the Company or the customer violates the preceding two paragraphs, the other party may immediately terminate the Sales Contract and all other contracts between the Company and the customer in part or in whole without notice or demand, and the Company or the customer who violates the preceding two paragraphs may not make any claim for compensation for damages or any other claim of whatever name to the other party by reason of such termination of the contract.

17. Article 17 Burden of Cost

    All costs and expenses incurred in the performance of the Agreement and the Sales Contract shall be borne by each party, except as otherwise provided in the Agreement, the Sales Contract or as otherwise agreed in writing between the Company and the Customer.

18. Article 18 Prohibition of Assignment of Rights and Obligations

    Neither the Company nor the customer may engage in any of the following acts without the prior written consent of the other party:

    1. (1) To have a third party assume, perform, or sub-consign all or part of the debts under the Agreement or the Sales Contract
    2. (2) To assign, transfer, pledge a security or otherwise dispose of or transfer to a third party the status under the Agreement and the Sales Contract and the rights and obligations (including debt obligations) thereunder

19. Article 19 Export Control

    If the customer exports the Product or provides it to a non-resident, the customer shall confirm the export- related laws and regulations of Japan and related countries regarding security export control and take the necessary procedures.

20. Article 20 Damage Compensation

    Unless specified otherwise in the Agreement or in the Sales Contract, if the Company or the customer causes damages to the other party in connection to the Agreement or the Sales Contract due to a violation of the Agreement or the Sales Contract, or for other reasons attributable to each, the party in violation shall compensate for such damages up to the amount of the purchase price related to such damage specified in the Sales Contract.

21. Article 21 Remaining Obligation

    Even if for any reason the Agreement is no longer in effect, Articles 4 through 12 and Articles 14 through 17 shall remain in effect.

22. Article 22 Jurisdiction

    Over any action based on legal relationships arising from the Agreement or the Sales Contract, the Osaka District Court shall have exclusive jurisdiction in the first instance.

23. The Agreement is written in Japanese and translated into English. The Japanese version is the original version and the English version is for reference purposes only. If there is any conflict or inconsistency between these two versions, the Japanese version shall prevail.