1. General Provisions
These Terms and Conditions of Sale (hereinafter, the "Terms") govern all sales transactions for custom-made boxes, and other packaging products offered by Ucraft (hereinafter, "Seller") through the "Japanese Custom Box" website (hereinafter, the "Site").
- 1.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of Japan.
- 1.2 Jurisdiction: Any disputes arising out of or in connection with these Terms or the Transaction shall be subject to the exclusive jurisdiction of the Fukuoka District Court in Japan.
- 1.3 Customer: Transactions through the Site are primarily intended for Business-to-Business (B2B) customers, including corporations, entities, or sole proprietors (hereinafter, the "Buyer").
- 1.4 Target Customer, Scope of Sale, and shipment: The Seller accepts orders from both Business (B2B) and Individual (B2C) customers residing outside of Japan. The Buyer warrants that any purchase made is for either export or commercial use. **Shipment Address Policy:** All shipments to addresses within Japan are strictly limited to corporate or commercial addresses (e.g., manufacturers, packing houses, logistic centers) and must be for business use only (e.g., packaging materials, samples, or components). The Seller reserves the right to cancel any order determined to be for personal consumption by a resident within Japan.
2. Order and Agreement
- 2.1 Quotation: Upon receiving a request for quotation from the Buyer, the Seller shall provide a quotation detailing the product specifications, unit price, estimated lead time, and estimated shipping costs.
- 2.2 Formation of Contract: A sales contract shall be deemed concluded when the Buyer accepts the Seller's quotation, and the Seller confirms such acceptance, or upon the Seller's confirmation of the Buyer's payment of the full price or a predetermined deposit.
- 2.3 Deposit: Due to the custom-made nature of the products, the Seller may require a deposit upon contract formation to cover manufacturing costs. This deposit is non-refundable regardless of the reason for cancellation, subject to Section 5.1.
3. Pricing and Payment
- 3.1 Pricing: Product prices shall be expressed in the currency specified on the Site or in the quotation (e.g., JPY or USD).
- 3.2 Payment Terms: Payment shall be made via bank transfer or a payment service specified by the Seller. All bank charges and remittance fees associated with the payment shall be borne by the Buyer.
- 3.3 Duties and Taxes:
- The product price, freight (shipping fee), and insurance premium do not include any customs duties, import consumption taxes, or any other duties/taxes levied in the country of importation.
- Unless the Seller quotes under Delivered Duty Paid (DDP) terms, these import costs shall be the sole responsibility of the Buyer.
- 3.4 Export Handling Fee: In addition to the actual shipping costs, the Seller shall charge an Export Handling Fee (or Logistics Management Fee) to cover costs related to special packaging, preparation of export documents, arrangement of international logistics, insurance agent fees, and other associated risk management expenses.
4. Delivery and Title Transfer
- 4.1 Incoterms and Delivery: Unless otherwise agreed in the quotation, the trade term for this transaction shall be CIP (Carriage and Insurance Paid to) (Incoterms 2020). *Risk of loss or damage shall pass to the Buyer upon the Seller handing the goods over to the first carrier.
- 4.2 Delivery Delay: Due to the custom-made nature, lead times may be subject to delays caused by unexpected issues in material procurement or manufacturing. The Seller shall promptly notify the Buyer of any such delay but shall not be liable for any damages suffered by the Buyer due to the delay in delivery.
- 4.3 Transfer of Title: The title to the products shall pass from the Seller to the Buyer upon the earlier of (a) the Seller's receipt of full payment for the products, or (b) the products being shipped for delivery to the designated location.
5. Returns, Cancellation, and Intellectual Property
- 5.1 Cancellation and Modification: Due to the custom-made nature, orders cannot be cancelled or modified after the contract is formed. Should cancellation occur due to unavoidable circumstances, the Buyer shall be responsible for the deposit and all incurred manufacturing costs.
- 5.2 Returns and Defects:
- The Seller does not accept returns for custom-made products due to the Buyer's convenience.
- If a material defect attributable to the Seller is found in the products, the Buyer must notify the Seller within [7 days] of receiving the products. The Seller will, at its option, replace or repair the defective product.
- 5.3 Intellectual Property: While the intellectual property rights concerning designs or logos provided by the Buyer shall belong to the Buyer, all rights related to the design, structure, and unique manufacturing know-how of the Kiri-bako and Hari-bako shall belong to the Seller or its subcontractors.
6. Disclaimer and Limitation of Liability
- 6.1 Disclaimer (Force Majeure): The Seller shall not be liable for any delay or failure to perform the Transaction due to events beyond the Seller's reasonable control (Force Majeure), including but not limited to natural disasters, war, strikes, epidemics, changes in laws, or transportation accidents.
- 6.2 Limitation of Liability: In connection with this Transaction, the Seller's liability for damages to the Buyer shall be limited, under all circumstances, to an amount not exceeding the total purchase price of the specific product(s) that caused the damage. The Seller shall not be liable for the Buyer's lost profits, indirect damages, or special damages.