Wholesale Terms
1. Scope & Applicability
1.1 Business-to-Business Transactions Only
These terms and conditions apply exclusively to business-to-business (“B2B”) and wholesale transactions. The buyer confirms that it is acting in the course of trade, business, or profession and not as a consumer.
1.2 Exclusion of Consumer Law
Consumer protection laws, including but not limited to rights of withdrawal, cooling-off periods, and implied consumer warranties, shall not apply to wholesale transactions governed by these terms.
1.3 Acceptance of Terms
By placing an order, requesting a quotation, accepting a pro forma invoice, or otherwise purchasing goods, the buyer expressly agrees to be bound by these terms and conditions.
1.4 Precedence
These terms shall prevail over any conflicting or additional terms contained in purchase orders, confirmations, emails, or other communications issued by the buyer, unless expressly agreed in writing by the seller.
1.5 Modification
The seller reserves the right to amend these terms at any time. The version in force at the time of order acceptance shall apply to the relevant transaction.
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2. Orders, Acceptance & Minimums
2.1 Orders are submitted for review through the seller’s Shopify B2B system. The buyer will be notified via their account and email once an order has been submitted. The seller will contact the buyer within three (3) business days of submission.
2.2 An order is deemed legally accepted once payment has been received in full, unless otherwise agreed in writing.
2.3 The minimum order quantity is five (5) units per order.
2.4 MUSASHI JAPAN reserves the right to reject or modify orders in agreement with the buyer.
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3. Pricing, Quotations & Product Availability
3.1 Pricing Basis
All prices are quoted on a wholesale basis and are subject to change without notice. Prices applicable to an order shall be those confirmed by the seller at the time of order acceptance.
3.2 Quotations & Pro Forma Invoices
Quotations and pro forma invoices are provided for informational purposes only and do not constitute a binding offer. Unless otherwise stated in writing, quotations are valid for seven (7) days from the date of issue.
3.3 Order Confirmation
An order becomes binding only upon written acceptance by the seller or issuance of a final commercial invoice. The seller reserves the right to reject or modify any order prior to acceptance.
3.4 Price Adjustments
The seller may adjust prices to reflect changes in material costs, labor, transportation, currency exchange rates, customs duties, or other factors beyond the seller’s reasonable control.
3.5 Product Availability
All orders are subject to product availability. The seller may discontinue products, modify specifications, or make reasonable substitutions without prior notice.
3.6 Errors & Omissions
The seller shall not be bound by typographical, clerical, or pricing errors in catalogues, price lists, online listings, or quotations and reserves the right to correct such errors at any time.
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4. Returns & Claims Policy (Wholesale)
4.1 Scope
This policy applies exclusively to wholesale and B2B transactions. Consumer return rights do not apply.
4.2 Final Sale
All wholesale orders are final sale. Returns, exchanges, or cancellations are not accepted unless expressly approved in writing by the seller prior to return.
4.3 Inspection on Receipt
The buyer must inspect goods immediately upon delivery. Any visible damage, shortage, or discrepancy must be noted with the carrier at delivery and documented.
4.4 Claims for Damage or Error
Claims must be submitted in writing within fourteen (14) days of receipt. Claims submitted after this period will not be accepted.
4.5 Documentation Requirements
Claims must include adequate documentation, including photographs of the goods, packaging, shipping labels, and a detailed description of the issue.
4.6 Carrier Damage
Damage occurring during transit is the responsibility of the carrier. The buyer must cooperate with the carrier’s claims process. The seller’s responsibility is limited to reasonable assistance.
4.7 Remedies
If approved, the seller’s sole obligation shall be, at its discretion, replacement of the affected goods or issuance of a credit note. Refunds are not guaranteed and shall not exceed the net invoice value.
4.8 Exclusions
Claims will not be accepted for normal wear, improper handling, misuse, failure to follow care instructions, or regulatory compliance issues in the destination market.
4.9 Unauthorized Returns
Returns without prior written authorization will be refused and may be returned or disposed of at the buyer’s expense.
4.10 Limitation
To the fullest extent permitted by law, the seller shall not be liable for indirect, incidental, or consequential losses, including loss of profit or business.
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5. Payment & Billing Terms (Wholesale)
5.1 Pricing
All prices are exclusive of taxes, duties, customs fees, shipping, insurance, and other charges unless explicitly stated otherwise in writing.
5.2 Currency
Invoices are issued in the buyer’s selected currency. The buyer is responsible for all bank charges, foreign exchange fees, and intermediary banking costs.
5.3 Payment Terms
Unless otherwise agreed in writing, payment in full is required prior to shipment.
5.4 Approved Credit Terms
Extended payment terms require written approval. The seller may revoke credit terms at any time and require prepayment.
5.5 Late Payments
Late payments may accrue interest at twenty percent (20%) per annum or the maximum rate permitted by law, whichever is lower.
5.6 Suspension of Supply
The seller may suspend or cancel orders if payment is overdue or the buyer’s creditworthiness is in question.
5.7 Set-Off Prohibited
The buyer may not withhold, offset, or deduct amounts without prior written consent.
5.8 Taxes & Withholdings
The buyer is responsible for all applicable taxes and withholdings. Where withholding is required by law, payments shall be grossed up so the seller receives the full invoiced amount.
5.9 Proof of Payment
Payment is deemed received only when cleared funds are credited to the seller’s account.
5.10 Title Reservation
Title to the goods remains with the seller until full payment is received.
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6. Governing Law, Jurisdiction & Liability
6.1 These terms are governed by the laws of Japan.
6.2 The courts of Japan have exclusive jurisdiction.
6.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
6.4 The seller’s total liability is limited to the net invoice value of the goods giving rise to the claim.
6.5 The seller is not liable for indirect, incidental, or consequential damages.
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7. Regulatory & Import Compliance
The buyer is solely responsible for compliance with all applicable laws, regulations, standards, and import requirements in the destination market.
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8. Force Majeure
The seller is not liable for failure or delay caused by events beyond reasonable control, including acts of God, government actions, labor disputes, or carrier delays.
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9. Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in effect.
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10. Entire Agreement & No Waiver
10.1 These terms constitute the entire agreement between the parties.
10.2 Failure to enforce any provision does not constitute a waiver.
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11. Brand & IP Usage Guidelines
The Media and Brand Asset Usage Policy for MUSASHI JAPAN may be incorporated by reference where applicable and governs the use of logos, images, and brand materials by authorized partners.