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2. The Contract
(a) Any contract between Substar Inc and the Customer will incorporate and be subject to these Terms and Conditions of Sale and no other terms or conditions shall be binding on Substar Inc unless they are expressly agreed in writing by a director of Substar Inc.
(b) An order shall be deemed to have been placed once a Company Questionnaire or Business Questionnaire has been completed and sent to any Substar Inc email or postal address.
The Contract Price is inclusive of Value Added Tax, Stamp Duty and Companies Registration Office fees current at the date of order unless stated otherwise on the corresponding page or as agreed otherwise.
4. Terms of Payment
(a) Where the Customer is a firm of professionally qualified solicitors or accountants the Contract Price shall be due on the stated date of invoice. It is thus important to check keenly before making any transactions.
(b) In all other cases, payment of the Contract Price shall be due on the date of order.
(c) Overdue accounts will be liable to interest on the outstanding amount as well after as before the deadline on a day to day basis at a rate of 3% per annum above the Bank of Ireland's annual base rate from time to time applicable, from the day any such sum becomes overdue until the sum due is paid in full together with any interest that may have accrued and for this purpose payment shall be deemed not to have been made until any check tendered by the Customer has been cleared and the proceeds credited to Substar Inc's bank account.
(a) The estimated completion date of the service to be rendered by Substar Inc is only a bona fide business estimate and shall not be of "essence" but Substar Inc will use all reasonable endeavors to comply with the estimated completion dates.
(b) Substar Inc shall only be liable to the Customer if for any non-compliance, mis-representation or mis-compliance with the instructions given to if, if it is proved that the same was caused by the wilful neglect or willful default of Substar Inc or its servants. The extent of Substar Inc's liability in respect of such non-compliance, mis-representation or mis-compliance shall not exceed the amount of the Contract Price and in no circumstances will Substar Inc be liable for any consequential loss or loss of profits howsoever arising as a result of the above.
(c) Should any new company formed by Substar Inc on the instructions of the Customer be required to change its name by the Registrar of Companies subsequent to its registration, Substar Inc shall not be liable for the cost of compliance with such requirement or any consequential loss howsoever arising.
(d) Substar Inc gives no warranty that the name of the Company does not infringe any trade mark of a third party nor does Substar Inc warrant that the name of the Company transferred will not give rise to an action for passing off.
(e) Obligations are imposed on companies in relation to the filing of documents. The information supplied herein, by the company, is based on information taken from the said files. Account must be made for the fact that documentation may have been filed in the Companies Registration Office, which may not be present on the file at the date of carrying out the said report.
(f) All information is furnished by the Company to the Customer for private use only and is supplied in confidence. The Customer agrees with the Company that all such information is provided on the express understanding that the Company is not, nor can it be held responsible for any damage or loss arising from insufficient or inaccurate information furnished to the client, whether by reason of mistake or negligence of the Company or its servants.
6. No rights to name
Until such time as Substar Inc shall have transferred the shares in the company (the subject matter of the service) to the Customer or his nominees, the Customer shall have no rights either express or implied to use the name of the said company nor shall the Customer nor the Customer's nominees have any interest whether equitable or otherwise in the shares in the said company.
7. No Cancellation
No cancellation of the contract will be accepted unless expressly agreed in writing by Substar Inc or otherwise provided under the provisions of our terms and conditions.
8. Governing Law
The contract shall be governed by and construed in all respects (including the formation thereof and the performance thereunder) according to the laws of Japan.
The headings to the clauses hereof are for the convenience of reference only and do not form part of these conditions and shall not be taken into account in any interpretation thereof.