Effective April 1st 2017, all vendors placing a purchase order with ULTRA Tokyo Connection, LLC (“UTC”)  will be provided with a copy of ULTRA Tokyo Connection, LLC Vendor Terms & Conditions (the “Terms and  Conditions”). Please read these Terms and Conditions carefully. By placing any orders for products sold  and distributed by UTC, the vendor agrees to be legally bound by these Terms and Conditions. These  Terms and Conditions are the sole and exclusive terms and conditions applicable to purchase orders  placed with UTC, and may not be modified except as provided below. 

1. Registration & Information 

In order to place a Pre-Order or a Purchase Order (both terms are defined in Section 2 below) via UTC’s  website (ultratc.com/wholesale) , a vendor (referred to herein as “vendor” or by the pronouns “you” or  “your”) must establish an account by completing the registration process and providing a valid Business Reseller’s Permit to UTC. UTC reserves the right to determine whether to activate your account based  

on the information submitted. All information provided in connection with registration must be  accurate. It is your responsibility to ensure that the information is kept current. UTC will have no liability  for inaccurate information or information that becomes outdated, and you will indemnify and hold  harmless UTC, its employees, managers, officers, members, agents, successors and assigns from and  against any and all claims, actions, losses, damages and expenses (including reasonable outside  attorneys’ fees) arising out of or caused by your providing inaccurate information or your failure to  provide updated information in connection with your registration. Information can be updated at any  time by contacting [email protected]  

2. Product Orders 

For Pre-Order Products  

To order pre-order products, you need to place a pre-order in the form that UTC designates from time  to time in its sole discretion (“Pre-Order”) on or before the pre-order due date indicated on the  product’s advertisement from UTC. It is your responsibility to verify the accuracy of all information on  the Pre-Order, including but not limited to, pricing, item number, and order quantities before submitting  it to UTC. Currently, there are no minimum order quantity (“MOQ”) requirements unless otherwise  stated on the product’s advertisement from UTC. In any instance where a number of the products  ordered within a certain order does not meet a MOQ, such an order will not be accepted by UTC. UTC  will send a confirmation of your Pre-Order to you before the pre-order due date. UTC will provide an  invoice after the shipment arrives to UTC's warehouse. 

Order Pick–Up Deadline for Pre-Orders 

After UTC has provided an invoice for a Pre-Order, you have ten (10) business days from the date of the  invoice to provide payment. If ten (10) business days have lapsed since the invoice has been sent and  your payment has not been received, UTC reserves the right to suspend performance, and may, in its  sole discretion, cancel the order. UTC will provide notification of the cancellation to you via email. 

For In-Stock Products 

To order in-stock products, you need to place a purchase order in the form that UTC designates from  time to time in its sole discretion (“Purchase Order”). UTC will send a confirmation of your Purchase  Order and an invoice to you within two (2) business days after the Purchase Order has been received by  UTC. UTC reserves the right to extend the timeframe for sending a confirmation and an invoice. 

All Orders 

A Pre-Order or a Purchase Order constitutes an offer by you to purchase the products from UTC and  shall not be deemed an acceptance of any offer to sell. UTC's confirmation of a Pre-Order or a Purchase  Order, sending an invoice, or delivery of part or all of the products specified, will signify UTC’s  acceptance. Any purported acceptance by UTC containing terms or conditions which are additional to,  different from, or conflicting with the Terms and Conditions set forth herein shall not be deemed an  acceptance of your order, and no such terms or conditions will change these Terms and Conditions  unless acknowledged in writing and signed by an authorized representative of UTC. All ordered products  will be shipped after the payment is confirmed.  

3. Revisions to Product Specs 

Changes of products are subject to occur at any time. You will be notified via email communication  when considerable revisions are implemented on the design, production schedule, or other pertinent  information of previously solicited products.  

4. Payment 

An invoice will be sent to the email address provided in your account, unless an alternate email address  was provided to and accepted by UTC prior to sending such an invoice. Payment due will be indicated in  the invoice. We accept all major credit cards, business checks and wire transfers. A $50.00 service  charge will be imposed on any check cancelled due to insufficient funds or for any other reason. Placing  a Pre-Order or a Purchase Order constitutes your agreement to be charged through the payment  method provided in your account at such time. The invoice price does not include shipping costs unless  a shipping quote was requested; however, you are responsible for the payment of all shipping and  handling charges, taxes and duties in connection with your order, including shipping and handling fees,  taxes and duties that UTC advanced. 

If you fail to make any payment when due, UTC reserves the right to suspend performance. You agree to  pay a charge on all amounts past due at the rate of one and a half percent (1.5%) per month (18% per  year) or the maximum lawful rate, whichever is less. In the event of non-payment, you agree to pay  UTC’s reasonable attorney fees and court costs, if any, incurred by UTC to collect payment, and all  applicable interest charges. You acknowledge that transactions to which these Terms and Conditions  relate are commercial transactions. 

Credit Card Payment Fee 

All payments made via credit card will be subject to a flat two percent (2%) fee. 5. Shipping and Risk of Loss 

Shipping 

All orders placed with UTC are under a term of Ex Works shipping. You are responsible for arranging for the full shipment from our warehouse in Torrance, California. Products are expected to be ready to ship  within three to five (3-5) business days after payment has been received. In the event that a delay arises  and the estimated shipment and/or release date of the product is not met, UTC is not responsible for  any damages that may occur due to the delay, nor will UTC be obligated, except as set forth in these  Terms and Conditions, to provide any discounts, refunds or credits due to any such delays. Unless  otherwise noted, shipments should be arranged Monday through Friday via UPS or FedEx (or other  vendor provided shipping). This excludes holidays and/or major event weekends. Upon a shipment’s  leaving our warehouse in Torrance (i.e., upon UTC's delivery to the carrier), risk of loss or damage to  products in transit will fall upon you, and UTC will not be held liable for any damages to the products  that occurs in transit, including but not limited to carton or exterior packaging damages. 

Pick Ups 

At the vendor’s request, UTC can arrange that the goods are available for pickup at our warehouse in  Torrance. Pick up dates and times must be arranged in advance and agreed upon in writing with UTC. The UTC warehouse pick up hours may be scheduled between 10am-12:30pm and 2:00pm-4:00pm  Monday through Friday, excluding holidays. If Vendor fails to pickup an order as scheduled, Vendor shall  be subject to a storage and holding fee of $5.00 per day until the order is picked up. 

6. Cancellation & Refunds 

From Vendors 

Once UTC confirms your order, the order is final and nonrefundable except in the following  circumstances. If UTC’s freight forwarding account is used for the shipment and items are damaged 

during shipment, you must notify UTC of the issue within three (3) days of your receipt of the delivery  and return the damaged items to UTC. The damaged items must be received by UTC within 10 days of  your receipt of those items. You are responsible for the return shipping costs. UTC will apply a credit  for the damaged items on your next invoice. 

From UTC 

UTC reserves the right at any time and from time to time without cause to cancel all or any part of the  undelivered portion of your order by notice to you. In that event, you shall only be responsible for  payment of products provided up to the date of cancellation. 

7. Assignment 

An order shall not be assigned by you without the express written consent of UTC. Consent will not be  required, however, for internal transfers and assignments as between either party or its affiliates, and  nothing herein shall limit either party’s right to factor or sell receivables. 

8. Disclaimer of Warranties and Limitation of Liability 

THE PRODUCTS MADE AVAILABLE TO YOU BY UTC ARE PROVIDED BY UTC ON AN "AS IS" AND "AS  AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. UTC MAKES NO REPRESENTATIONS OR  WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE INFORMATION, CONTENT, MATERIALS,  PRODUCTS MADE AVAILABLE TO YOU BY UTC, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL  EXTENT PERMISSIBLE BY APPLICABLE LAW, UTC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,  INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A  PARTICULAR PURPOSE. UTC DOES NOT WARRANT THAT THE INFORMATION, CONTENT, MATERIALS,  PRODUCTS MADE AVAILABLE TO YOU BY UTC, OR UTC'S ELECTRONIC COMMUNICATIONS SENT FROM  UTC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UTC WILL NOT BE LIABLE FOR ANY  DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY INFORMATION, CONTENT, MATERIALS,  PRODUCTS MADE AVAILABLE TO YOU BY UTC, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT,  INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.  UNLESS APPLICABLE LAW OTHERWISE REQUIRES, UTC’S TOTAL LIABILITY TO YOU, YOUR CUSTOMERS OR  TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS AND CONDITIONS  OR FROM THE USE OF THE PRODUCTS FURNISHED IS LIMITED TO THE PRICE OF THE PRODUCTS GIVING  RISE TO THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR  THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL  OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT  HAVE ADDITIONAL RIGHTS. 

9. Disputes 

Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof,  shall be settled by arbitration administered by the American Arbitration Association under its  Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be in  Los Angeles County. Judgment on the award rendered by the arbitrator may be entered in any court  having jurisdiction thereof. 

10. Applicable Law  

The Federal Arbitration Act, applicable federal law, and the laws of the state of California, without  regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any  sort that might arise between you and UTC.  

11. Terms and Conditions 

These Terms of & Conditions are subject to change without notice. The most recent version of these  Terms and Conditions can be found at ultratc.com/terms.