These Wholesale Terms and Conditions (hereafter, the “Terms and Conditions”) govern all transactions between the retailer (“Retailer”) and JAPANIQUE (“Wholesaler”), sole proprietor, duly organized and existing under the laws of Japan and having its principal place of business at 3-9-G-201, Ibaraki, Osaka, 567-0861, Japan.
The terms of these Terms and Conditions supersede any other terms under which the parties have operated in the past, any terms that the Retailer seeks to impose or incorporate, or any terms which are implied by trade, custom, practice or course of dealing.
SECTION 1 – PURPOSE
The Retailer agrees to buy, and the Wholesaler agrees to sell, the products to be specified in each sales confirmation (hereinafter referred to as “Products”).
SECTION 2 – PRICE
1. The price of the Products is exclusive of the shipping cost and any and all applicable taxes in the Retailer’s country. The Retailer shall pay to the Wholesaler the shipping cost when the Retailer arranges the payment. Payment shall be made to the Wholesaler’s bank or PayPal account nominated in writing by the Wholesaler upon the receipt of the sales confirmation or invoice.
2. The Retailer shall not divulge, and must strictly adhere to, the wholesale price of the Products.
SECTION 3 – TERMS OF PAYMENT
1. Unless otherwise agreed in writing, the Retailer shall remit the full purchase amount of the Products or the deposit amount for the first order to the Wholesaler’s bank or PayPal account by bank transfer or PayPal.
2. The purchase amount under these Terms and Conditions shall be settled by bank transfer in US dollars, Euros or Japanese yen, or by PayPal in any of the following currencies: US dollar, Euro, Great British pound, Russian ruble, Singapore dollar or Japanese yen.
SECTION 4 – SALE OF PRODUCTS
1. In the event that the Wholesaler discovers that the Retailer is directly or indirectly reselling, or is enabling a third party to resell, the Products via the internet or an online retail store (e.g. Amazon) or an online auction (e.g. eBay) without the Wholesaler’s consent, the Wholesaler shall have the immediate right, but not the obligation, to cancel any of Retailer’s future orders for Products, or to refuse to fulfil any current orders for the Products, without any liability to Wholesaler.
2. The Retailer may change the name of the Products without the consent of Wholesaler.
SECTION 5 – MINIMUM ORDER REQUIREMENT
At this time, the Retailer is able to purchase just one item on its own.
SECTION 6 – DELIVERY
1. The Products shall be shipped once the Wholesaler receives full payment.
2. The Products shall be shipped in accordance with the Wholesaler’s sales confirmation and delivered to the Retailer on the scheduled date to be provided in Wholesaler’s invoice. All Products sold hereunder shall be shipped on the basis of CIP (the place designated by the Retailer) or FCA Osaka.
3. The Wholesaler shall deliver the Products to the location set out in the order, or such other location as the parties may agree at any time after the Wholesaler notifies the Retailer that the Products are ready.
SECTION 7 – TAX AND DUTIES
Each party hereto shall pay any tax and duty imposed by law in their respective countries with respect to the Products to be supplied hereunder.
SECTION 8 – TITLE AND RISK
Title to and risk of loss of any Products purchased by the Retailer shall, in principle, pass from the Wholesaler to the Retailer at the time when such Products have been passed over to the postal service or courier service (including the driver). However, the Wholesaler may reserve title to the Products until the full payment for the purchase price of the Products is made hereunder.
SECTION 9 – WARRANTY
1. Customer shall notify Seller of any claim for defective material or workmanship of Products by written notice within fourteen (14) days after the arrival of Products at the destination to be designated by Customer.
2. If such notice is received by Customer within said period, Seller shall at its sole direction, replace the defective components or parts with ne components or parts, replace the defective Product with a new Product, or refund the purchase money of the Product, as Seller’s sole responsibility and obligation hereunder.
3. Except as expressly warranted above, Seller shall make no express or implied warranties to merchant ability of Products or fitness for any particular purpose or special circumstance.
SENCTION 10 – INTELLECTUAL PROPERTY
1. The Retailer shall notify the Wholesaler of any claim for defective material or workmanship of Products by written notice within fourteen (14) days of the arrival of Products at the destination to be designated by Retailer.
2. If such notice is received by the Retailer within the said period, the Wholesaler shall at his sole discretion, replace the defective components or parts with new components or parts, replace the defective Product with a new Product, or refund the purchase money of the Product, as the Wholesaler’s sole responsibility and obligation hereunder.
3. Except as expressly warranted above, the Wholesaler shall make no express or implied warranties as to the merchantability of the Products, or their fitness for any particular purpose or special circumstances.
SECTION 11 – FORCE MAJEURE
In the event of prohibition of export, refusal to issue an export license, acts of God, war, blockade, embargoes, insurrection, mobilization or any other actions of Government authorities, riots, civil commotions, war-like conditions, strikes, lockout, shortage or lack of control of power supply, plague or other epidemics, quarantine, fire, flood, tidal waves, or any other causes beyond the control of the Wholesaler, the Wholesaler shall not be liable for any delay in shipment or delivery, non-delivery, destruction or deterioration, of all or any part of the Products, or for any failure to adhere to these Terms and Conditions arising therefrom.
SECTION 12 – RIGHT TO MODIFY
The Wholesaler retains the right to modify these Terms and Conditions at any time. Changes will not be retrospective.
SECTON 13 – SEVERABILITY
If any provisions or sections of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions, and shall not affect the validity and enforceability of any remaining provisions.
SECTION 14 – TRADE TERMS AND GOVERNING LAW
The trade terms in these Terms and Conditions shall be governed and interpreted by the provisions of the latest International Commercial Terms (INCOTERMS 2010).
These Terms and Conditions shall be governed as to all matters, including validity, construction and performance, by and under the laws of Japan.
Last update: 18 April 2016