Company: Tokyo Medic Solutions (TMS)

Agreement Type: Vendor Agreement for Medical/Optical Equipment

Effective Date: July 26, 2025 Jurisdiction: Islamic Republic of Pakistan Contact: ceo@tokyomedic.com

Order Workflow — Step by Step

• Inquiry & Listing: Vendor shares product details with TMS: condition (New / Japan used / Swiss used / Refurbished / Repaired), photos, serials, repair/service records.
• Quotation: TMS posts or shares pricing and terms with the
• Proforma & 50% before delivery: After customer confirms, Vendor issues TMS pays Vendor 50% in advance.
• Dispatch / Delivery: Vendor packs safely and ships via standard courier with tracking; shares tracking. For installations, Vendor coordinates with the doctor/customer.
• 15 Day Check Window: From delivery date, the customer/doctor has 15 days to test the
• 50% after delivery: TMS pays Vendor remaining 50% within 1–2 business days after delivery is confirmed (courier delivered or signed delivery/installation note).
• After Sales: Vendor supports basic setup and initial training (as per Installation & Training section) and handles any DOA/defect cases per policy below.

Parties

“Tokyo Medic Solutions” (“TMS”) and the “Vendor” (the legal entity onboarding with TMS).

Payment & Commission (50/50 Milestones)

50% before delivery: TMS pays the Vendor 50% in advance after order confirmation and Vendor invoice.

50% after delivery: TMS pays the remaining 50% within 1–2 business days after delivery is confirmed (courier ‘delivered’ status or signed delivery/installation note).

Commission: 5%–10% of product price (before tax/shipping), depending on category (per TMS rate card).

Payment method: Cash / Online Transfer / Cheque. Currency: PKR or USD (as agreed on each order).

Reversals: If a paid order is refunded under the 15 day policy, TMS will subtract the refund from the Vendor’s next payment; if that is not enough, the Vendor pays the balance within 7 days.

Taxes

Vendor bears all taxes/duties related to its products and operations. TMS is not responsible for Vendor taxes. TMS may withhold amounts only if required by law.

Returns & Refunds (15 Day Check Guarantee)

Window: Customer/doctor has 15 days from delivery to test the machine.

Defective / Broken / Misdescribed: Vendor pays return shipping and must refund or replace within 7 days.

No Defect (change of mind within 15 days): Customer/doctor pays return shipping. Any refund agreed will be netted against Vendor’s next payment or repaid by Vendor within 7 days.

Product Quality & Condition

Vendor must clearly mark each unit’s condition: New / Japan used / Swiss used / Refurbished /

Repaired (choose one).

Vendor must provide repair/service documents, history, true photos, and serial numbers.

Wrong/missing info ® listing removal and Vendor score reduction; repeated issues can lead to Vendor removal.

Installation & Training (Vendor Responsible)

Vendor will install the machine and perform basic calibration at the customer site.

Vendor will provide hands on training to the doctor/staff (minimum       hours) on the installation day. Vendor will provide user manuals and a support contact otherwise in writing).

Packaging & Shipping

Vendor will pack safely so the unit is not damaged (foam/bubble wrap, rigid box, sealed, ‘Fragile’ labels).

Vendor will ship via standard courier services with tracking and share the tracking number with TMS and the customer.

Vendor is responsible for the product until delivered (delivered status/signature).

If damage is due to poor packing, Vendor will repair/replace the unit and pay return/reshipping costs.

Courier charges paid by: Vendor / Customer / TMS (select one).

Confidentiality & Contacts

Both sides keep all nonpublic business information and customer data strictly confidential.

Phone numbers and personal contacts shared via TMS must not be leaked or used outside order processing.

Use customer data only to fulfill orders and follow applicable privacy laws.

No Endorsement / No Use of TMS Name

Vendor may not claim to be a “TMS partner,” “authorized by TMS,” or similar, and may not use TMS name, logo, brand, or screenshots in advertising, websites, or social media without TMS’s written permission.

Intellectual Property (IP)

Vendor keeps ownership of its brands, photos, and descriptions.

Vendor grants TMS a nonexclusive, royalty free license to use names, images, and descriptions to market and sell the products.

TMS brand and content remain the property of TMS.

Indemnification

Vendor will defend and cover TMS and its affiliates against any claims, damages, or costs arising from:

(a) the Vendor’s products; (b) Vendor’s breach of this Agreement; or (c) IP or regulatory violations by Vendor.

Limitation of Liability

Except for indemnification, confidentiality breaches, or fraud, neither party is liable for indirect or special damages (e.g., lost profits). TMS’s total liability to Vendor is capped at the commissions paid by Vendor in the preceding 12 months.

Dispute Resolution

Parties will try to resolve disputes in good faith within 30 days. If unresolved, the dispute will be finally settled by binding arbitration in Peshawar, Pakistan under the Pakistan Arbitration Act. Language:

Force Majeure

No party is liable for delays/failures caused by events beyond reasonable control (e.g., natural disasters, war, government actions). The affected party will notify the other and resume performance as soon as possible.

Amendments & Notices

TMS may update terms with 15 days’ email notice. Continued use after the effective date means acceptance. All formal notices will be sent by email to the addresses on file.

General

This is the entire agreement and replaces prior discussions.

No assignment without written consent (except to an affiliate or lawful successor).

If one clause is invalid, the rest still apply. Not enforcing a right once is not a waiver.

Questions? Contact: ceo@tokyomedic.com