Article 1 Purpose and Definitions
These Terms of Service apply to the “OASYS Smart Support” repair and maintenance service for dental units and instruments provided by Osada Electric Co., Ltd. (the “Company”) for Osada device owners and operators located in the United States and for Osada devices previously sold or distributed in the United States (the “Service”). The Service is intended for business-to-business transactions with Osada device owners and operators (“Customers”) and is not intended for general consumers.
Article 2 Covered Products and Scope of Repairs
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The Company shall provide the Service for products separately designated by the Company (the “Products”), regardless of whether such Products are within the Company’s warranty period or outside the warranty period and subject to charge.
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The Service is limited to repairs, inspections, and warranty services intended to restore the functions and performance of the Products. However, the Company may refuse to accept repair requests for equipment manufactured more than 20 years ago, models designated by the Company as not subject to repair, equipment modified independently by the Customer, equipment using non-genuine parts, or any other equipment that the Company determines cannot be repaired.
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If a Product is within the Company’s warranty period, the Customer must present the original warranty certificate, invoice, copy of proof of purchase, or other proof of purchase designated by the Company to receive warranty repair free of charge.
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As a general rule, old parts replaced in connection with repairs will not be returned to the Customer. Upon replacement, ownership of old parts transfers from the Customer to the Company.
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The warranty and repair service periods under the Service shall be as follows:
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End of Acceptance Period: New requests for warranty service and repairs for U.S. Products will be accepted until June 30, 2027. No new requests will be accepted after that date.
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Final Delivery Deadline: For Products accepted during the acceptance period, warranty service and repairs will be completed and delivered by October 31, 2027.
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Termination of Service: Including the post-repair warranty period of three months, the Company’s repair and warranty service under the Service will terminate as of January 31, 2028. This termination does not limit or affect any recordkeeping, complaint handling, regulatory reporting, or other obligations required by applicable law.
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If, within three months after shipment of the repaired Product by the Company, the same natural failure occurs in the same part, the Company shall re-repair the Product free of charge. However, failures caused by the Customer’s negligence, improper use, failure to follow applicable instructions for use or user manuals, or disassembly or modification by anyone other than the Company shall not be covered by this post-repair warranty.
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To the extent the covered equipment constitutes a medical device or is otherwise subject to applicable medical device requirements, the Customer shall reasonably cooperate with any medical device reporting, MDR, safety investigation, complaint handling, or similar process required under applicable U.S. law.
Article 3 Formation of Contract
A contract under these Terms of Service is formed when the Customer submits a repair request by the method designated by the Company, agrees to these Terms of Service through the process designated by the Company, and the Company accepts such request. For fee-based repairs, the Customer must also approve the applicable quotation, including repair fees, inspection fees, shipping costs, customs duties, and other related charges, before the Company proceeds with the repair. The Company reserves the right, in its sole discretion, to refuse any request for any reason.
Article 4 Fees and Payment
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Repair fees, including parts, labor, shipping costs, customs duties, and other charges, will be estimated in a quotation after the covered Product arrives at the Company’s facility in Japan.
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If the Product is within the Company’s warranty period, the Company shall bear the full amount of round-trip international shipping costs, customs duties, and related charges.
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If the Product is outside the Company’s warranty period, the Customer shall bear, in addition to the repair fees, one-way international shipping costs, customs duties, and related charges for return shipment of the Product from the Company to the Customer. Such shipping costs and related charges will be included in the repair fee quotation and billed to the Customer.
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Special Rule for Simultaneous Requests for Multiple Products: If Products within the warranty period, repaired free of charge, and Products outside the warranty period, repaired for a fee, are shipped together in one box, the shipping cost will be allocated on a pro rata basis according to the ratio of fee-based repair items to the total number of items, and the portion of shipping cost attributable to the fee-based repair items will be charged to the Customer.
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Except where Article 4.2 applies, even if the Company determines after inspection that the equipment cannot be repaired and returns the equipment without repair, the Customer shall bear the international shipping costs, customs duties, and related charges for return shipment.
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Payment shall be made by credit card only. All invoices and payments shall be made in Japanese yen (JPY). The applicable exchange rate shall be the rate applied by the Customer’s credit card company on the settlement date, and the Customer shall bear all risks of exchange rate fluctuations, foreign transaction fees, and other related charges.
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If the Customer cancels after a quotation has been provided, the Customer shall pay an inspection fee of JPY 5,000. If the Product is outside the Company’s warranty period, the Customer shall also bear one-way international shipping costs, customs duties, and related charges for return shipment of the Product from the Company to the Customer, even if the Customer cancels the repair after receiving the quotation. Based on the Customer’s prior consent to these Terms of Service and any applicable fee disclosure or quotation, the Company shall have the right to charge and collect these amounts from the Customer’s registered credit card.
Article 5 Obligation to Sterilize and Disinfect and Indemnification
Before shipping any item for repair, the Customer shall complete appropriate procedures to remove biological materials such as blood and saliva in accordance with the standards of the U.S. Occupational Safety and Health Administration (OSHA) and generally accepted sterilization and disinfection protocols for dental equipment, including the procedures set forth in the Instructions for Use (IFU) and user manuals.
If the shipment of undisinfected equipment causes the Company, its employees, or any carrier to suffer infection, injury, or any other damage, the Customer shall compensate the Company for all such damages, including medical expenses, facility disinfection costs, and losses caused by suspension of business, and shall indemnify and hold harmless the Company from and against the same.
Article 6 Shipping and Risk of Loss
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Where Arranged by the Customer: Regardless of whether shipping costs are borne by the Company or by the Customer, the Customer shall bear the risk of loss or damage during transit until the item submitted for repair arrives at and is received by the Company’s facility in Japan.
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Where the Company Provides a Label: Even if the Company bears the shipping costs and provides a prepaid label or similar label as a convenience, the Customer shall bear the risk of loss or damage during transit, and the Company shall not be liable for any act or omission of the carrier.
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Return Shipment: The risk of loss or damage shall transfer to the Customer when the Company delivers the Product to the carrier. In the event of any shipping-related issue, the Customer shall promptly notify the Company and cooperate with the Company and the carrier in pursuing any available compensation. The Company shall not be liable for any act or omission of the carrier or for any compensation beyond the amount actually recovered from the carrier, if any.
Article 7 Prohibition on Handling Patient Data
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The Service is intended solely for repair purposes, and the Company does not accept any patient personal information, protected health information (PHI), insurance information, sensitive personal information, or any other regulated personal information under U.S. law.
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The Customer shall not include, submit, upload, transmit, or ship any such information in connection with the Service, including in any repair request, communication, document, label, note, recording media, or Product submitted for repair. The Customer is solely responsible for ensuring that any such information is removed before shipment or submission. The Company does not assume any responsibility for the Customer’s independent regulatory obligations.
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If the Customer provides or ships any such information in violation of this Article and any data leakage, loss, unauthorized disclosure, claim, investigation, governmental fine, penalty, or similar matter occurs, the Company shall have no liability to the maximum extent permitted by law. The Customer shall indemnify and hold harmless the Company from and against all costs, claims, damages, fines, penalties, and expenses arising from such violation.
Article 8 Abandoned Property and Disposal
If the Company is unable to contact the Customer for 90 days or more after providing a quotation or notice of completion of repair, or if the Customer expressly abandons return of the equipment, the Customer shall be deemed to have abandoned ownership of such equipment and to have authorized the Company to dispose of the equipment in Japan. Once disposal has been completed, the equipment cannot be returned under any circumstances. If any disposal costs or other reasonable out-of-pocket expenses are incurred, the Customer shall bear such costs and expenses. Disposal shall be conducted appropriately in accordance with the laws and regulations of Japan and the procedures established by the Company.
Article 9 Disclaimer of Warranties
Except for the express post-repair warranty set forth in Article 2.6, the Company provides the Service on an “AS IS” basis and makes no warranties, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement. This Article shall apply to the maximum extent permitted under U.S. law.
Article 10 Limitation of Liability
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The Company’s total liability for damages arising out of or relating to the Service shall in no event exceed the amount paid by the Customer for the applicable Service giving rise to the claim. With respect to any loss of or damage to a Product during shipment, the Company’s liability, if any, shall in no event exceed the amount actually recovered from the carrier.
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The Company shall not be liable for any indirect, special, incidental, or consequential damages, including lost profits, loss of data, or damages arising from inability to use the Service, even if such damages were foreseeable.
Article 11 Governing Law and Arbitration
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These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
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Any dispute, claim, or controversy arising out of or relating to these Terms of Service or the Service shall be resolved by binding individual arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).
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The Customer and the Company agree that any dispute, claim, or controversy covered by this Article shall be resolved only through individual arbitration and not in any court proceeding, except as otherwise required by applicable law. The Customer and the Company further agree that no dispute may be brought or maintained as a class action, class arbitration, consolidated action, or representative action, to the maximum extent permitted by applicable law.
Article 12 Changes to Terms of Service
The Company may modify these Terms of Service at any time in its discretion. The modified Terms of Service shall become effective when posted on the Service or when notice is provided to the Customer, and shall apply only to repair requests submitted after the effective date of the modified Terms of Service, unless otherwise agreed by the Customer or required by applicable law.
Article 13 Changes to Contact Information
If there is any change to the Customer’s address, telephone number, email address, or other contact information, the Customer shall promptly notify the Company. The Company shall not be liable for any disadvantage suffered by the Customer, including non-delivery of notices, due to the Customer’s failure to provide such notice.
Article 14 Electronic Communications and Documents
Notices, quotations, repair slips, and other documents relating to the Service will, in principle, be provided by email or in PDF format. The Customer agrees to receive such documents by electronic means.
Article 15 Severability and No Waiver
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If any provision of these Terms of Service is determined to be invalid, the remaining provisions shall continue in full force and effect.
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The Company’s failure to exercise any right under these Terms of Service shall not be deemed a waiver of any future exercise of such right.
Article 16 Entire Agreement
These Terms of Service, together with any applicable quotation, repair approval, repair slip, shipping instructions, and other documents expressly incorporated into or provided in connection with the Service, constitute the entire agreement between the Customer and the Company with respect to the applicable Service and supersede all prior agreements and understandings, whether oral or written, relating to such Service.
Posted: June 30, 2026