Terms and Conditions of Sale
All Orders (“Orders”) for the purchase of products and goods (“Products”) by a Buyer (“Buyer”) from YUtoMI Solutions Co., Ltd. (“Seller”) incorporate and are governed by the following Terms and Conditions of Sale (“Terms”).
By placing any Order, Buyer accepts and shall be bound by these Terms. In the case of any conflict between these Terms and any Order, these Terms will control.
1. Formation of Contract
Buyer shall place a purchase order by sending e-mail stating the type of tea, unit prices, total amount, and trade conditions addressed to Seller or by sending an order form specified by Seller.
Within 7 days after the receipt of individual purchase orders from Buyer, Seller shall notify Buyer whether Seller accepts the purchase order or not by e-mail, failing which such individual Orders deem to be declined by Seller. The Parties agree that each individual contract becomes effective on the day of the receipt by Buyer of notification of acceptance issued by Seller.
2. Offer and Acceptance
By ordering a Product, Buyer shall be deemed to have made an offer to buy the specified Products mentioned in the purchase order from Seller pursuant to these Terms. The acceptance and fulfillment by Seller of any purchase order placed is subject to Buyer’s acceptance of all of these Terms.
3. Prices, Availability and Taxes
Detailed description of Products such as supplier on the Website are subject to change at any time without notice at the sole discretion of Seller. All Products may not be available in all areas. In the event that the Products cannot be arranged after Buyer paid the amount of money for the Products due to changes in the availability of the Products etc., Seller, at Buyer’s option, shall arrange equivalent Products (if available) or refund the entire amount paid by Buyer to Seller for the Product at Seller’s expense. If the Buyer provides proof of the handling charge incurred for the payment and the Seller accepts it in the event of refund, the amount will also be refunded to the Buyer. Buyer shall be responsible for any taxes, customs duties, tariffs or other governmental charges, charges for storage of Products and other charges incurred in the case of problems at import customs clearance, or due to the sale, use or delivery of the Products.
4. Payment and Cancelation
When ordering Product, Buyer shall pay all the amount of money by bank transfer or PayPal in advance in the lawful currency specified by Seller unless otherwise stipulated in the purchase order. The bank transfer fee is at Buyer’s expense. Seller arranges the Products after confirming the payment. Buyer may cancel the Order before the payment.
If Buyer fails to pay for any Products received, Seller shall have the right, in addition to other remedies, to suspend or cancel further deliveries, and to proceed in any court of proper jurisdiction against Buyer for all amounts due to Seller including, but not limited to, legal fees, costs and interest.
Buyer shall check the Products purchased from Seller within 30 days after the delivery of Products, and if Buyer discovers any incorrect type of Products or any deficiency in quality or quantity, it shall immediately give notice thereof to Seller; otherwise Buyer shall have no right to demand a remedy for any deficiency, replacement of defective Products, refund of purchase amounts, or a reduction in the price. Seller shall, free of charge, remedy the deficiency if so admitted by Seller and shall replace such defective Products, refund the purchase amounts, or reduce the purchase price of such Products, as the case may be.
6. Shipping, Title and Risk of Loss
Seller will ship Products using the shipping method discussed between Seller and Buyer. Seller shall use reasonable efforts to cause Products to be delivered to Buyer by requested delivery dates, but shall in no event be liable for any losses or damages caused by delay or non-delivery of Products. Buyer shall be responsible for all shipping charges. Notwithstanding any of the provisions under the agreed INCOTERMS, title and risk of loss in the Products shall pass to Buyer upon Seller’ (or its agent’s) delivery to the carrier/forwarder.
7. Disclaimer of Warranties
Except for the express warranty set forth in these Terms, Seller grants no other warranties, express or implied by statute or otherwise, regarding the Products, their fitness for any purpose, their quality, their merchantability, their non-infringement, or otherwise.
8. Buyer’s Representations
Buyer represents that he/she has the requisite power and authority to enter into the transaction subject to these Terms and to perform the obligations under these Terms. Buyer represents that he/she has provided accurate information to Seller in purchasing Products that his/her offer to purchase Products complies with all applicable laws. Buyer acknowledges and agrees that he/she is solely responsible for compliance with all applicable laws and regulations concerning Buyer’s purchase, possession, use, or resale of the products. Buyer further represents that he/she is familiar with the characteristics of the Products, and will comply with all laws, regulations, and standards applicable to the possession, handling, processing or use of the products by Buyer.
9. Limitation of Liability
Without limiting the scope of any other Terms and Conditions herein, including Seller’ disclaimer of warranties, no claim of any kind, whether as to Products delivered or for non-delivery of products, or otherwise, and whether based on contract, breach of warranty, negligence, strict liability, indemnity, contribution, or otherwise, shall be greater in amount than the purchase price of the Products in respect of which damages are claimed.
In no event shall Seller be liable for loss of business, loss of profits or good will, or any other indirect, incidental or consequential damages, whether buyer’s claim is based on contract, breach of warranty, negligence, strict liability, indemnity, contribution, or otherwise, and notwithstanding any claim that such losses were reasonably foreseeable to Seller or any failure of essential purpose of any remedy.
Buyer is solely responsible for determining the suitability of the Products for the uses and applications contemplated by Buyer. Buyer assumes all risks and liabilities arising out of possession, use, or resale of the Products, whether used singly or in combination with other material, including, but not limited to, any risk or liability based on alleged negligence on the part of Seller.
10. Force Majeure
Without limiting the scope of any other Terms and Conditions herein, Seller shall not be responsible or liable for any delay or failure to deliver any or all of the products for causes beyond its reasonable control, any cause or circumstance which makes impracticable the production, transportation or delivery of the Products.
Seller may cancel an Order to the extent the quantity not delivered is due to any such cause or circumstance. In no event shall Seller be obligated to purchase Products to replace any quantity not delivered due to any such cause or circumstance. In the event of any cause or circumstance excusing Seller, Seller shall have the right to allocate any remaining Products supply among its customers, including those not under contract, in a fair and reasonable manner, and Buyer hereby releases Seller from responsibility or liability for any resulting incomplete fulfillment of Buyer’s order.
(1) Each party shall keep any confidential information of the other party received from the other party in strict confidence.
(2) The obligation under the preceding paragraph shall not apply:
(a) if the information is in the possession of the receiving party at the time of its communication;
(b) if the information is in the public domain at the time it was communicated to the receiving party;
(c) if the information is made public subsequent to the time of communication through no fault of the receiving party; or
(d) if disclosure is required by law, regulations or orders (whether or not having the force of law) of a government authority or other organization having appropriate authority.
a) No waiver by either party of any breach of any Terms or Conditions contained herein shall be construed as a waiver of any succeeding breach of the same or any other Terms or Conditions herein. Nothing contained herein shall limit the remedies of Seller in the event of Buyer’s breach of these Terms.
b) All notices related to these Terms shall be in writing. The parties expressly agree that electronic communications shall be considered “writings” for all purposes under applicable law. If notice is not sent by electronic communications, notices shall be deemed given when delivered to or deposited in the mail, first class, postage prepaid, and, if to Buyer, sent to the Buyer’s address.
c) If any Terms and Conditions herein are held to be invalid or unenforceable, such holding shall not affect the validity or enforceability of any other Term or Conditions herein.
d) In the event of any conflict between these Terms on Seller’s website and the Terms in Annexure A of Order Form, the Terms in Annexure A shall prevail.
e) These Terms shall be governed by and construed under the laws of Japan, without regard to conflict of laws principles. Any legal action with respect to any transaction subject to these Terms must be commenced within one year after the cause of action has arisen. The Parties hereby consent to and confer exclusive jurisdiction upon Kakegawa Summary Court or Shizuoka District Court, Kakegawa branch over any disputes arising out of or relating to any transaction subject to these Terms in response to amount of the case.
f) Seller and Buyer hereto agree to endeavor to resolve any dispute or difference arising out of or in relation to these Terms by discussion to be held in good faith.
Seller may revise these Terms at any time by amending this page or the page on which the additional Terms appear at the sole discretion of Seller. If these Terms are amended, such amendment is not applicable to the Order accepted by Seller before the date of the amendment. In the event of any conflict between these Terms on this page and the Terms set out in Annexure A of the Order Form, the Terms in Annexure A shall prevail.