Shipping T&C - Japan based Licensed Sake distributor and Japanese Sake exporter of smaller Artisan breweries with generations of history and awards, targeting Sake importers
Japan based Licensed Sake distributor and Japanese Sake exporter of smaller Artisan breweries with generations of history and awards, targeting Sake importers Japan based Licensed Sake distributor and Japanese Sake exporter of smaller Artisan breweries with generations of history and awards, targeting Sake importers

Non Purchase Order Shipping Terms and Conditions

1. Order
This Agreement is between the Consignee on an Invoice, (“Buyer”) and Mirabliss LLC with its registered business and office address at 〒615-0002京都府京都市右京区西院東今田町34番地 ハウスイザワ2C号 (“Supplier”) and covers the purchase and shipping of Products.

2. Acceptance and Effect
This Agreement is effective upon the acceptance of a quote, sending of an invoice, payment of an Invoice, shipment of any Products, or commencement of work pursuant to the Invoice; whichever is earlier.

3. Packing, Shipment and Returns of Products
a. Packing.
Supplier will pack Products for shipping to the shipping address on an Invoice. Supplier will provide proper and adequate packaging in accordance with best commercial practice.
b. Shipping and marking.
Supplier shall mark all containers with necessary shipping information.
c. Quantities.
Supplier will bear the expense of return shipping charges or destruction of Products for over-shipped quantities.
d. Returns and Damaged goods
If the delivered product is different from the application product, or is damaged, Supplier has the option to (i) replace it or (ii) refund the cost of products. Please contact us within 8 days after the product arrives. Third party shipping company will provide evidence of damaged goods. Supplier will bear the shipping cost for sending replacement products. If the product to be exchanged is out of stock, you may have to wait until it becomes available. Please note. In addition, damage or loss by the customer is not covered by the above items. Please note that we cannot accept refunds/returns other than the above.

4. Insurance
Third party insurance is highly recommended. Should Buyer opt not to have insurance this will be stipulated in writing. In this case Supplier will bear no responsibility for damaged goods and refunds or exchange of products shall only be accepted if the delivered product is different from the application product.

5. Price
The price for Products is the price stated on the Invoice. Unless otherwise specified on an Invoice, price does not include taxes (except sales tax), duties and levies, handling, transportation, containers, crating, boxing, storage, or other packing expenses, and any shipping charges to Buyer address on an Invoice.

6. Taxes
Buyer will pay Supplier any sales, use or value added taxes it owes due to an Invoice and which the law requires Supplier to collect from Buyer. Unless Incoterm is stipulated as DDP on an Invoice, Buyer is responsible for payment of own import country duties / tariffs / taxes etc.

7. Invoices and Payment
a. If payment is not in advance, payment shall be made to Supplier as stated in the “Payment Terms” on an Invoice.
b. An Invoice shall include the following information: Invoice Number, description of items, quantities and price including all applicable taxes.

8. Delivery and Transfer of Ownership and Risks
a. Deliveries.
(i). Supplier acknowledges that time is of the essence.
(ii). With respect to Products internationally shipped Supplier shall follow all instructions of Buyer and cooperate with Buyer customs broker as directed by Buyer including promptly providing requested shipping documentation in timely manner.
b. Transfer of Ownership and Risks.
Transfer of ownership and risks shall pass to Buyer based on the Incoterm.

9. Import Refusal and Product Labels
a. Supplier shall not be liable for Products being refused import clearance on the grounds that Products are refused entry due to Buyer (including but not limited to):
(i) Not understanding their country rules and regulations for the importation of alcohol.
(ii) Not having the correct documentation, licences and legal status for the importation of alcohol.
(iii) Refusing to pay tariffs / duties / taxes etc.
b. Product Labels
Unless otherwise stipulated or agreed upon in writing, Buyer is responsible for changing Product labels to ensure Product labels abide by country rules and regulations. Supplier is not liable for refusal of import due to incorrect Product labels.
The cost of return of goods / destruction of goods due to conditions a. and b. above shall be payable by Buyer in addition to a 15,000 yen Supplier handling fee.

10. Right To Inspect and Reject
Buyer reserves the right to inspect Products within a reasonable time after delivery to the shipping address on an Invoice. In addition to all other rights provided by law, Buyer may reject any Products that: (i) are damaged, (ii) do not conform to the Products listed on an Invoice, (iii) are not shipped correctly, or (iv) are not properly packaged. Supplier has the option to (i) replace such rejected Products in a timely manner, or (ii) refund or credit Buyer account for the purchase price of such rejected Products.

11. Force Majeure
Supplier shall not be liable for any delay or failure to deliver any or all of Products, in the event of delay or failure caused by governmental regulations, labor disputes, strikes, war, riots, insurrection, civil commotion, mobilization, explosion, fire, flood, accident, storm or any act of God, failure of crops or supplies, delays of common carriers, embargoes, or other causes beyond Supplier’s reasonable control. Similarly, Buyer shall not be liable for failure to take delivery of Products for any of the above causes, or other causes beyond Buyer reasonable control if they render it commercially impracticable for Buyer to receive or use the goods on a timely basis.

12. Warranties
a. Supplier warrants that Products delivered, the packaging and labelling and any other performance pursuant to an Invoice, will: (i) be free of infringement of property rights of third Parties, including without limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or any other rights; (ii) be fit for consumption; (iii) be of merchantable quality; and (iv) be of grade conformity with the items referred to on an Invoice.
b. Buyer warrants that they hold all the correct documentation, licences and legal status for the importation of Products.

13. Independent Contractor
At all times during this Agreement and any extension or renewal hereof, Supplier shall provide Products as an independent contractor and Supplier shall not act or represent the Buyer or act as an employee of Buyer.

14. Assignment
Buyer and Supplier shall not assign or delegate its rights and obligations under this Agreement or any part hereof without the prior written consent of the non-assigning or non-delegating party.

15. Non Solicitation/Poaching
Buyer agrees that during the time under this Agreement, and for a period of 6 months thereafter, not to directly or indirectly contact, deal with, transact, or otherwise be involved with any company Supplier purchases Products from. Buyer agrees not to directly or indirectly circumvent, avoid, or bypass Supplier regarding future business transactions and revenue with any company Supplier purchases Products from. In the event Buyer circumvents the Supplier, either directly or indirectly, and as a result Supplier loses future business transactions and/or revenue Buyer shall pay liquidated damages to Supplier in an amount equal to two times the yearly revenue Supplier would have been entitled to receive had the circumventing action not taken place.

16. Termination
Buyer may terminate this Agreement in whole or in part at any time and without cause. Termination must in writing and is effective the date of sending by electronic means (email, social network messaging), or the date of Supplier receiving by registered mail. Upon notice of termination, Supplier will inform Buyer of the extent to which it has completed its performance under this Agreement. Buyer will pay Supplier for Products, associated costs and services performed through to the effective date of termination provided that Buyer will not be obligated to pay more than the total payment due had Supplier completed or provided Products. Buyer will have no further payment obligation in connection with any termination.

17. Confidentiality Information
Buyer and Supplier acknowledge that in their course of dealings, they may acquire from the other, confidential and proprietary information about the other party’s company, its business activities and operations, its employees, trade secrets or any other information which by its sense or nature should reasonably be considered confidential (the “Confidential Information”). The Confidential Information will only be disclosed to Buyer and Supplier employees, agents or consultants with a need to know and who are under a written obligation to keep the information confidential. Buyer and Supplier will not disclose the Confidential Information to any third Parties.

18. Return of Materials
Buyer and Supplier agree that upon termination of this Agreement, they will on request, return to the disclosing party all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the disclosing party.

19. Governing Law and Dispute Resolution
a. Governing Law
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of Buyer and Supplier hereto shall be governed, construed and interpreted in accordance with the laws of Japan, without giving effect to principles of conflicts of law. The Kyoto District Court shall have exclusive jurisdiction to adjudicate any controversy or claim arising out of or related to this Agreement. Notwithstanding any other rights of Buyer and Supplier, Buyer and Supplier may seek injunctive relief in any court of competent jurisdiction against improper use or disclosure of Confidential Information.
b. Dispute Resolution.
In all cases, Buyer and Supplier shall use their best good faith and efforts to resolve disputes before the commencement of legal proceedings.

20. Severability
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

21. Limitation of Liability
UNLESS OTHERWISE AGREED TO BY BUYER AND SUPPLIER ELSEWHERE HEREIN, IN NO EVENT SHALL BUYER OR SUPPLIER BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER UNDER THIS PURCHASE ORDER, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22. Indemnification
To the extent provided by law and this Agreement, Buyer and Supplier s shall, at its own cost and expense, indemnify, defend, and hold harmless, the other, its Affiliates and Representatives (as later defined), officers, directors, employees, agents, successors and assigns, from and against any and all claims, damages, losses, and expenses (including attorneys’ fees and court costs) which arise directly or indirectly out of (a) any breach of this Agreement, or (b) the gross negligence or wilful misconduct of Buyer or Supplier, their Affiliates and Representatives, officers, directors, employees, agents, successors and assigns.

23. Entire Agreement
This Agreement is the final, complete and exclusive Agreement of Buyer and Supplier with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and Agreements, whether written or oral, between Buyer and Supplier relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by both Buyer and Supplier.

24. Binding Effect; Affiliates
This Agreement shall include and be binding upon and inure to the benefit of Buyer and Supplier and their respective heirs, successors, permitted assigns, Affiliates (as hereinafter defined) and Representatives. “Affiliate” shall mean, with respect to Buyer and Supplier, any entity that controls or is controlled by Buyer or Supplier or is under common control with Buyer or Supplier. For purposes of this definition, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation). “Representative” means a Buyer’s or Supplier’s Affiliates and their managers, employees, agents, advisors, consultants, attorneys, accountants, financial advisors, and other independent contractors.

25. No Waiver
Buyer or Supplier delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

26. Captions
The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.

27. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

28. Survival
Buyer and Supplier agree that any term or condition of this Agreement which by its sense or nature should be deemed to survive the expiration or termination of this Agreement will so survive.

Receiving a Purchase Order Shipping Terms and Conditions

1. Order
This Agreement is between the buying entity on a Purchase Order, (“Buyer”) and Mirabliss LLC with its registered business and office address at 〒615-0002京都府京都市右京区西院東今田町34番地 ハウスイザワ2C号 (“Supplier”) and covers the purchase and shipping of Products.

2. Acceptance and Effect
This Agreement is effective upon receiving a Purchase Order, shipment of any Products, or commencement of work pursuant to a Purchase Order; whichever is earlier.

3. Packing, Shipment and Returns of Products
a. Packing.
Supplier will pack Products for shipping to the shipping address on a Purchase Order. Supplier will provide proper and adequate packaging in accordance with best commercial practice.
b. Shipping and marking.
Supplier shall mark all containers with necessary shipping information.
c. Quantities.
Supplier will bear the expense of return shipping charges or destruction of Products for over-shipped quantities.
d. Returns and Damaged goods
If the delivered product is different from the application product, or is damaged, Supplier has the option to (i) replace it or (ii) refund the cost of products. Please contact us within 8 days after the product arrives. Third party shipping company will provide evidence of damaged goods. Supplier will bear the shipping cost for sending replacement products. If the product to be exchanged is out of stock, you may have to wait until it becomes available. Please note. In addition, damage or loss by the customer is not covered by the above items. Please note that we cannot accept refunds/returns other than the above.

4. Insurance
Third party insurance is highly recommended. Should Buyer opt not to have insurance this will be stipulated in writing. In this case Supplier will bear no responsibility for damaged goods and refunds or exchange of products shall only be accepted if the delivered product is different from the application product.

5. Price
The price for Products is the price stated on a Purchase Order. Unless otherwise specified on a Purchase Order, price does not include taxes (except sales tax), duties and levies, handling, transportation, containers, crating, boxing, storage, or other packing expenses, and any shipping charges to Buyer address on a Purchase Order.

6. Taxes
Buyer will pay Supplier any sales, use or value added taxes it owes due to a Purchase Order and which the law requires Supplier to collect from Buyer. Unless Incoterm is stipulated as DDP on a Purchase Order, Buyer is responsible for payment of own import country duties / tariffs / taxes etc.

7. Invoices and Payment
a. If payment is not in advance, payment shall be made to Supplier as stated in the “Payment Terms” on an Invoice.
b. An Invoice shall include the following information: Purchase Order number, Invoice Number, description of items, quantities and price including all applicable taxes.

8. Delivery and Transfer of Ownership and Risks
a. Deliveries.
(i). Supplier acknowledges that time is of the essence.
(ii). With respect to Products internationally shipped Supplier shall follow all instructions of Buyer and cooperate with Buyer customs broker as directed by Buyer including promptly providing requested shipping documentation in timely manner.
b. Transfer of Ownership and Risks.
Transfer of ownership and risks shall pass to Buyer based on the Incoterm.

9. Import Refusal and Product Labels
a. Supplier shall not be liable for Products being refused import clearance on the grounds that Products are refused entry due to Buyer (including but not limited to):
(i) Not understanding their country rules and regulations for the importation of alcohol.
(ii) Not having the correct documentation, licences and legal status for the importation of alcohol.
(iii) Refusing to pay tariffs / duties / taxes etc.
b. Product Labels
Unless otherwise stipulated or agreed upon in writing, Buyer is responsible for changing Product labels to ensure Product labels abide by country rules and regulations. Supplier is not liable for refusal of import due to incorrect Product labels.
The cost of return of goods / destruction of goods due to conditions a. and b. above shall be payable by Buyer in addition to a 15,000 yen Supplier handling fee.

10. Right To Inspect and Reject
Buyer reserves the right to inspect Products within a reasonable time after delivery to the shipping address on a Purchase Order. In addition to all other rights provided by law, Buyer may reject any Products that: (i) are damaged, (ii) do not conform to the Products listed on a Purchase Order, (iii) are not shipped correctly, or (iv) are not properly packaged. Supplier has the option to (i) replace such rejected Products in a timely manner, or (ii) refund or credit Buyer account for the purchase price of such rejected Products.

11. Force Majeure
Supplier shall not be liable for any delay or failure to deliver any or all of Products, in the event of delay or failure caused by governmental regulations, labor disputes, strikes, war, riots, insurrection, civil commotion, mobilization, explosion, fire, flood, accident, storm or any act of God, failure of crops or supplies, delays of common carriers, embargoes, or other causes beyond Supplier’s reasonable control. Similarly, Buyer shall not be liable for failure to take delivery of Products for any of the above causes, or other causes beyond Buyer reasonable control if they render it commercially impracticable for Buyer to receive or use the goods on a timely basis.

12. Warranties
a. Supplier warrants that Products delivered, the packaging and labelling and any other performance pursuant to a Purchase Order, will: (i) be free of infringement of property rights of third Parties, including without limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or any other rights; (ii) be fit for consumption; (iii) be of merchantable quality; and (iv) be of grade conformity with the items referred to on an Invoice.
b. Buyer warrants that they hold all the correct documentation, licences and legal status for the importation of Products.

13. Independent Contractor
At all times during this Agreement and any extension or renewal hereof, Supplier shall provide Products as an independent contractor and Supplier shall not act or represent the Buyer or act as an employee of Buyer.

14. Assignment
Buyer and Supplier shall not assign or delegate its rights and obligations under this Agreement or any part hereof without the prior written consent of the non-assigning or non-delegating party.

15. Non Solicitation/Poaching
Buyer agrees that during the time under this Agreement, and for a period of 6 months thereafter, not to directly or indirectly contact, deal with, transact, or otherwise be involved with any company Supplier purchases Products from. Buyer agrees not to directly or indirectly circumvent, avoid, or bypass Supplier regarding future business transactions and revenue with any company Supplier purchases Products from. In the event Buyer circumvents the Supplier, either directly or indirectly, and as a result Supplier loses future business transactions and/or revenue Buyer shall pay liquidated damages to Supplier in an amount equal to two times the yearly revenue Supplier would have been entitled to receive had the circumventing action not taken place.

16. Termination
Buyer may terminate this Agreement in whole or in part at any time and without cause. Termination must in writing and is effective the date of sending by electronic means (email, social network messaging), or the date of Supplier receiving by registered mail. Upon notice of termination, Supplier will inform Buyer of the extent to which it has completed its performance under this Agreement. Buyer will pay Supplier for Products, associated costs and services performed through to the effective date of termination provided that Buyer will not be obligated to pay more than the total payment due had Supplier completed or provided Products. Buyer will have no further payment obligation in connection with any termination.

17. Confidentiality Information
Buyer and Supplier acknowledge that in their course of dealings, they may acquire from the other, confidential and proprietary information about the other party’s company, its business activities and operations, its employees, trade secrets or any other information which by its sense or nature should reasonably be considered confidential (the “Confidential Information”). The Confidential Information will only be disclosed to Buyer and Supplier employees, agents or consultants with a need to know and who are under a written obligation to keep the information confidential. Buyer and Supplier will not disclose the Confidential Information to any third Parties.

18. Return of Materials
Buyer and Supplier agree that upon termination of this Agreement, they will on request, return to the disclosing party all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the disclosing party.

19. Governing Law and Dispute Resolution
a. Governing Law
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of Buyer and Supplier hereto shall be governed, construed and interpreted in accordance with the laws of Japan, without giving effect to principles of conflicts of law. The Kyoto District Court shall have exclusive jurisdiction to adjudicate any controversy or claim arising out of or related to this Agreement. Notwithstanding any other rights of Buyer and Supplier, Buyer and Supplier may seek injunctive relief in any court of competent jurisdiction against improper use or disclosure of Confidential Information.
b. Dispute Resolution.
In all cases, Buyer and Supplier shall use their best good faith and efforts to resolve disputes before the commencement of legal proceedings.

20. Severability
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

21. Limitation of Liability
UNLESS OTHERWISE AGREED TO BY BUYER AND SUPPLIER ELSEWHERE HEREIN, IN NO EVENT SHALL BUYER OR SUPPLIER BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER UNDER THIS PURCHASE ORDER, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22. Indemnification
To the extent provided by law and this Agreement, Buyer and Supplier s shall, at its own cost and expense, indemnify, defend, and hold harmless, the other, its Affiliates and Representatives (as later defined), officers, directors, employees, agents, successors and assigns, from and against any and all claims, damages, losses, and expenses (including attorneys’ fees and court costs) which arise directly or indirectly out of (a) any breach of this Agreement, or (b) the gross negligence or wilful misconduct of Buyer or Supplier, their Affiliates and Representatives, officers, directors, employees, agents, successors and assigns.

23. Entire Agreement
This Agreement is the final, complete and exclusive Agreement of Buyer and Supplier with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and Agreements, whether written or oral, between Buyer and Supplier relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by both Buyer and Supplier.

24. Binding Effect; Affiliates
This Agreement shall include and be binding upon and inure to the benefit of Buyer and Supplier and their respective heirs, successors, permitted assigns, Affiliates (as hereinafter defined) and Representatives. “Affiliate” shall mean, with respect to Buyer and Supplier, any entity that controls or is controlled by Buyer or Supplier or is under common control with Buyer or Supplier. For purposes of this definition, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation). “Representative” means a Buyer’s or Supplier’s Affiliates and their managers, employees, agents, advisors, consultants, attorneys, accountants, financial advisors, and other independent contractors.

25. No Waiver
Buyer or Supplier delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

26. Captions
The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.

27. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

28. Survival
Buyer and Supplier agree that any term or condition of this Agreement which by its sense or nature should be deemed to survive the expiration or termination of this Agreement will so survive.

Secured By miniOrange