BINDING  EFFECT

BINDING EFFECT

This is a binding agreement between You (“You” or “Purchaser”) and Aiya-America, a California corporation (the “Company).  By using the online store located at www.Aiya-America.com/Consumer/Shop or www.Aiya-America.com/Corporate/Shop  (the “Online Store”), or any services provided in connection with the Online Store (the “Services”), You agree to abide by these Terms of Use, as they may be amended by the Company from time to time in its sole discretion.  The Company will post a notice on the Online Store any time these Terms of Use have been changed or otherwise updated.  It is Your responsibility to review these Terms of Use periodically, and if at any time You find these Terms of Use unacceptable, You must immediately cease all use of the Online Store and the Services. YOU AGREE THAT BY USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

PRIVACY POLICY

The Company respects Your privacy and permits You to control the treatment of Your personal information.  A complete statement of the Company’s current Privacy Policy can be found by clicking www.Aiya-America.com/Corporate/Legal/Policy or www.Aiya-America.com/Consumer/Legal/Policy. The Company’s Privacy Policy is expressly incorporated into this Agreement by this reference.

3.         ONLINE STORE

The Company will offer products for sale (“Products”) through the Online Store located on the Company website, www.aiya-america.com (the “Site”).  Product prices will vary depending on whether You are an individual purchaser (a “Customer”) or a licensed wholesaler (a “Wholesaler”) (see Section 5 below). The description and prices of the Products as listed on the Online Store shall not constitute a legally binding offer, but rather an invitation to place an order pursuant to Section 6 below.  

4.         PURCHASER REGISTRATION AND PASSWORDS

(a)        Customers. If you are Customer, You are not required to register for an account and may purchase Products at the Online Store as a guest.   You may, however, elect to set up an account so the Company can keep your billing, shipping, and credit card information on file for future purchases.  If you register as a Customer, you will receive an e-mail similar to the one attached as Exhibit A.

(b)        Wholesalers.  If you are a Wholesaler, in order to purchase Products through the Online Store, the Company must first verify You, and You will not be able to view any wholesale pricing until Your account has been verified.  Upon Your registration (as set forth at subsection (c) below), the Company will receive an automated verification request and you will receive an email similar to the one attached as Exhibit A.  Once the Company has verified Your information, which process may include requesting additional information, You will receive a verification e-mail similar to the one attached as Exhibit B.

(c)        Passwords.  If You are required, or elect, to open an account to use the Online Store, You must complete the registration process by providing the complete and accurate information requested on the registration form.  You will also be asked to provide a username and password.  You are entirely responsible for maintaining the confidentiality of Your password.  You may not use another Purchaser’s account, username, or password at any time.  You agree to notify the Company immediately of any unauthorized use of Your account, username, or password.  The Company shall not be liable for any loss that You incur as a result of someone else using Your username and password, either with or without Your knowledge.  You acknowledge and agree that You will be responsible for each and every access or use of the Online Store that occurs in conjunction with Your username and password, and that the Company is authorized to accept Your username and password as conclusive evidence that You have accessed or utilized the Online Store.  You acknowledge that such password(s) are unique to You and that, although the Company does have the ability to require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and to reset such password(s), the Company does not have the ability to access the password(s) themselves.  You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, attorneys and representatives due to someone else’s use of Your account, username or password.

6.         ORDERING 

You can place an “Order” by selecting items from the Online Store, placing them in your shopping cart and “checking out.”  Your Order is finalized when you click the “Submit Order” button.  Again, Wholesalers must be verified and logged in before they are permitted to place an Order through the Online Store.  A binding agreement to purchase the Products requested in a particular Order is formed when the Company sends You an e-mail confirmation of the Order (the “Confirmation”).  The Confirmation will set forth the Products ordered, the unit price of each Product (the “Unit Price”), the quantity of each Product ordered, and the total Order cost (the “Purchase Price.”)  If the Confirmation contains any inaccurate or incorrect information, please bring it to the Company’s attention by contacting the Company at orders@aiya-america.com.  The Company will then issue a corrected Confirmation and refund, if applicable, any Purchase Price overpayment.

7.         PRICING AND SHIPPING COSTS; PAYMENT

(a)        Unit Prices.  The Unit Price quoted on Online Store does not include sales tax or shipping charges.

(b)        Customer Payment.  The Company will request that You pay for any Orders up front and in full via credit card.  The Company will ship Your Order upon receipt of payment in full of the Purchase Price. 

(c)        Wholesaler Payment

(i)         Upfront Payment Option. The Company may request that You pay for some or all Orders up front and in full via, credit card.  The Company will ship Your Order upon receipt of payment in full of the Purchase Price. 

(ii)        Invoicing Option. Alternately, at the time of shipping, and upon completion of a credit check to Company’s satisfaction, the Company may issue an invoice to the Wholesaler (“Invoice”), which is due and payable in full within thirty (30) calendar days of issuance. 

(iii)       Delinquent Invoices.  An Invoice shall be “Delinquent” if is not paid within thirty (30) days after the date upon which payment is due pursuant thereto.  The Company shall have no obligation to fulfill any Orders if a Wholesaler is Delinquent in the payment of any Invoices. 

8.         FULFILLMENT

(a)        Delivery.  Company shall ship a particular Order within a commercially reasonable period following Confirmation thereof, provided that Company’s supply of Products permits.    Delivery shall be made within by USPS, UPS or FedEx (a “Carrier”).  We ship only to the United States, Canada and Mexico (the “Territory”).  Shipments outside of the Territory may be made on a case by case basis up; please send inquiries regarding shipments outside of the Territory to orders@aiya-america.com.  We offer standard and expedited delivery options; all shipping costs to be borne by You.

(b)        Incomplete Orders.  If all of the Products You order are not in stock, we will send You an e-mail advising that that we will deliver only a portion of the Order, unless You send an e-mail to orders@aiya-america.com and advise us to hold the Order until complete.  An incomplete Order shall not be deemed a Defective Order within the meaning of Section 9(a).

(c)        Undeliverable Orders.  If a Carrier is unable to deliver an Order and such Order is eventually returned to the Company in accordance with that Carrier’s policy, we will refund the Purchase Price within a commercially reasonable time after receipt of the returned Products. 

(d)        Unfulfilled Orders. If we are not able to fulfill an Order within thirty (30) business days of receipt thereof, the Order will be deemed cancelled and the Purchase Price will be immediately refunded or the Invoice cancelled.

(e)        Supply Shortages; Force Majeure.  The Company reserves the right to reduce, limit or cancel an Order if, in its sole discretion, the Company deems such a reduction, limitation or cancellation is necessary due to a shortage of supply of Products, which has been caused by delay in production or delivery, or any event of Force Majeure (as defined below).  In such event, the Company shall cancel or refund the Purchase Price as appropriate.  The Company shall not be liable to Purchaser or any third party if Company fails to fulfill an Order by a specific date if such failure is caused by supply shortage or an event of Force Majeure.  “Force Majeure” includes, without limitation, an event caused by or resulting from an act of God; labor strike, lockout or other industrial disturbance; war (declared or undeclared); riot; epidemic; fire, flood, earthquake or other natural disaster or catastrophe; act of any government; and any other similar cause which is not within a party’s control. 

9.         RETURN AND CANCELLATION POLICY

(a)        Defective Conditions.  Product is “Defective” if it is unfit for consumption by reason of age or due to damage from water, freezing, heat, mishandling or other cause compromising its safety, integrity or merchantability.  Packaging is “Defective” if it renders the Products unfit for sale due to damage from tears, punctures, leaks or improper labeling.  An Order is “Defective” if it doesn’t substantially conform to the Confirmation.  A Defective Product, Order or Packaging shall be referred to as a “Defective Condition.”

(b)        Return for Defective Condition.  Purchaser may return Products for any reason by filling out the Return Form enclosed with the Order and indicating the reason for return.  Purchaser has thirty (30) calendar days from the date the Products are delivered to entrust them to a Carrier for return to the Company at the following address:  AIYA America,  2807 Oregon Ct. Unit D-5, Torrance, CA 90503 U.S.A. The Purchaser shall bear the initial costs of return shipping.  If the Purchaser returns Products based on an alleged Defective Condition, upon confirmation by the Company of the Defective Condition, which determination shall be made in the Company’s sole discretion, the Company shall refund, credit or pay to the Purchaser an amount equal to the cost associated with shipping the returned Products from the Purchaser to the Company via UPS ground or functional equivalent thereof (“Return Shipping Costs”).  

(c)        Return for any Reason other than Defective Condition.  Purchaser shall bear the cost of return shipping if the Products are returned for any reason other than a Defective Condition.  

(d)        Refunds and Replacement.  You should indicate on the Return Form whether You want the Company to ship you replacement Product or refund Your Purchase Price.  The Company will ship replacement Product pursuant to the terms of Section 8.  Alternatively, the Company will issue a full refund of the Purchase Price, along with the Return Shipping Costs, if applicable, pursuant to the terms of subsection (b) above, within thirty (30) days after receipt of the returned Products.  If you fail to complete the Return Form or include one along with Your returned Products, the Company will presume that You want a refund, as opposed to a replacement of the Products.  If you forget to include a Return Form with your returned Products, please feel free to return a completed Return Form to us via e-mail at orders@aiya-america.com or fax at 310-212-1386.  

(e)        Products Damaged by Purchaser.  If You damage or otherwise impair the Products before You return them to us pursuant to subsection (c) above, You will be responsible for the replacement cost of the Products, which amount the Company will either Invoice You, or if You have paid in full and up front, not refund.  Aiya shall not issue a refund or a replacement if the tins or bags containing the Products have punctured, unsealed, unwrapped or otherwise opened.

(f)        Cancellation.  You may cancel an Order at any time prior to shipment via e-mail at orders@aiya-america.com or fax at 310-212-1386.  You will not be charged for an Order if you cancel prior to shipment.  If you attempt to cancel an Order after it has been shipped, it will be treated in accordance with subsections (a) through (e) of this Section 9.

(g)        Product Recalls.  If, for any reason, either (i) Company or a governmental authority recalls any Product, or (ii) Company withdraws any Product from the market (collectively, a “Recalled Product”), the Company shall issue a refund for the full Purchase Price and, if applicable, any Return Shipping Costs associated with the Recalled Product according to the procedures set forth in this subsection.  Purchaser may return Recalled Products by filling out the Return Form enclosed with the Order and indicating that reason for return is “Recall.” Purchaser has thirty (30) calendar days from the date the upon which the Purchaser receives notice, or has reason to know, that the Products (which You have already received or which are en route) may be Recalled Products, to entrust them to a Carrier for return to the Company at address set forth in subsection (b) above.  The Purchaser shall bear the initial costs of return shipping.  If the Purchaser returns Products for the reasons set forth in this subsection (g), upon confirmation by the Company that the returned Products are Recalled Products, which determination shall be made in the Company’s sole discretion, the Company shall refund, credit or pay to the Purchaser the Return Shipping Costs along with the Purchase Price refund.  

10.       RESERVATION OF TITLE

The Products shall remain property of the Company until they have been paid for in full.

11.       WARRANTY 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. FURTHER, THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE ONLINE STORE WILL BE UNINTERRUPTED OR ERROR-FREE.

12.       LIMITED LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS TERMS OF USE, THE ONLINE STORE OR THE PERFORMANCE OR NON-PERFORMANCE HEREUNER, OR THE USE OF OR INABILITY TO USE THE ONLINE STORE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION. 

13.       INTELLECTUAL PROPERY

All trademarks and logos are owned by the Company and You may not copy or use them in any manner.  Nothing contained on the Site or the Online Store should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by the Company.

14.       AFFILIATED SITES

Company has no control over, and no liability for any third party websites or materials. Company may work with a number of partners and affiliates whose Internet sites may be linked with the Site.  Because neither the Company nor the Site has control over the content and performance of these partner and affiliate sites, the Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites.  Similarly, from time to time in connection with Your use of the Site, You may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern Your use of any and all third party content.

15.       PROHIBITED USES

The Company imposes certain restrictions on Your permissible use of the Site and the Online Store.  You are prohibited from violating or attempting to violate any security features of the Online Store, including, without limitation, (a) accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site, the Online Store or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Online Store, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Online Store to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; or (e) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Online Store.  Any violation of system or network security may subject You to civil and/or criminal liability.

16.       INDEMNITY

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, attorneys and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Your access to or use of the Site or Online Store, Your violation of the Terms of Use, or Your infringement, or infringement by any other user of Your account, of any intellectual property or other right of any person or entity.  

17.       GOVERNING LAW

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law.  You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles, California, in all disputes arising out of or related to the use of the Site or Service.

18.       SEVERABILITY; WAIVER

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect.  No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

19.       NO PARTNERSHIP; NO AGENCY

These Terms of Use shall not be construed as creating a co-venture or a co-partnership between You and the Company.  Further, this Agreement shall not give rise to any fiduciary duties as between You and the Company. Further, Purchaser, and its agents and employees, shall under no circumstances be deemed agents, employees, or representatives of Company and Purchaser shall have no right to enter into any contracts or commitments in the name of or on behalf of Company or to obligate Company to third persons in any respect whatsoever.

20.       CALIFORNIA USE ONLY

The Site and the Online Store are controlled and operated by the Company from its offices in the State of California.  Your use of or access to the Site or the Online Store should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

21.       MODIFICATIONS

The Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Online Store; and (c) discontinue the Online Store at any time.  The Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting.  You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Online Store following notice of any revision, You shall abide by any such revision.

22.       INTEGRATION

The Terms of Use, together with any applicable Orders or Confirmations (the “Agreement”), contains the entire agreement between You and the Company.  This Agreement supersedes any and all other agreements and communication, either oral or writing between the parties with respect to the subject matter of this Agreement, and contains all of the covenants, representations, warranties, and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representation, warranties, covenants, inducements, promises or agreements, oral or otherwise, have been made by any party, which are not embodied herein, and that no other agreement, statement, representation, warranty or covenant not contained in this Agreement shall be binding or valid. 

23.       ACKNOWLEDGEMENT

BY ACCESSING THE ONLINE STORE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

Exhibit A

Dear Valued Customer,

Thank you for your patience. We have received your request to become an Aiya online wholesale client and you have been approved. You may now log on, view wholesale pricing and purchase whole sale products.

Thank you for choosing Aiya’s Matcha and tea for your business.

Should you have any questions or feedback, please feel free to contact us at orders@aiya-america.com or give us a call at (310) 212-1395

Exhibit B

Dear Valued Customer,

Thank you for registering with us at Aiya America Online. If you are applying for a wholesale account, we will review your information and will notify you of your approval status of your account via e-mail once all of your information is confirmed.
Please note that we may be contacting you if further verification is required.

If your request is for a consumer account, please continue shopping at our online store.

We welcome your registration, and are looking forward to doing business with you as a supplier of Premium quality Matcha and Japanese loose leaf green tea.

Should you have any questions, please contact us at info@aiya-america.com, or give us a call at 310-212-1395.

AIYA America.

 

 

 

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