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 UTC will have no liability for inaccurate information or information that becomes outdated, and you will indemnify and hold harmless UTC, its employees, managers, officers, members, agents, successors and assigns from and against any and all claims,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.
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.
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
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.
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
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.
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.
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.
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.