Terms and Conditions

The sale of Articles (“Articles”) by RAKU (“Seller”) to a customer (“Customer”) are subject to these terms and conditions (“Agreement”) regardless of other terms or conditions in any purchase order, document, or other communication of Customer (“Order”) or Seller’s failure to object to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both Seller and Customer.

1. ORDERS. All Orders are subject to acceptance by Seller. Customer may not change, cancel or reschedule Orders without Seller’s consent. Seller reserves the right to allocate the sale of Articles among its Customers.

2. PRICES. Unless otherwise stated on Seller’s website: (a) prices are for Articles only and do not include taxes, freight, duties, tariffs or any other charges or fees for additional services (collectively, “Additional Fees”); and (b) Customer shall pay any Additional Fees. Prices may be changed by Seller for any reason prior to delivery, including manufacturer price increase, change in exchange rate or a quoting error.

3. TERMS OF PAYMENT. Payment is due as stated on Seller’s website or relevant acceptance of Order without offset or any deduction for withholding taxes or otherwise. On any past due invoice, Seller may charge interest from the payment due date to the date of payment at 14.6% per annum. Seller may apply payments to any of Customer’s accounts. If Customer defaults on any payment, Seller may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately.

4. DELIVERY. Unless otherwise stated by Seller in writing, all deliveries are made from Japan. Delivery dates indicated by Seller are estimates only. Seller is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.

5. TITLE. Title shall pass to Customer upon payment in full for the Articles by Customer.

6. WARRANTY. If required by law, Seller warrants that at the time of delivery, Articles conform to the specifications stated by the Seller provided, however, that Customer understands that depending on the device Customer is using and the viewing environment, the color, texture and sense of size of actual Article may look different from those of the photo. All warranty claims shall be made within three (3) days after delivery of the non-conforming Articles. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. Customer’s sole remedies for breach of Seller’s warranty are, at Seller’s choice: (i) repair of the Article; (ii) replacement of the Article; or (iii) refund of Customer’s purchase price for the Articles.

7. LIMITATION OF LIABILITY. Seller’s liability to Customer is limited to Customer’s direct damages up to an amount not exceeding the price of the Article at issue. Seller is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers).

8. FORCES BEYOND SELLER’S CONTROL. Seller is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Article shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Articles through regular sources).

9. GOVERNING LAW. This Agreement shall be governed, construed, and enforced in accordance with the laws of Japan without reference to the conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.

10. DISPUTE RESOLUTION. The Tokyo District Court of Japan shall have exclusive jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.

11. SEVERABILITGY. The unenforceability or invalidity of any of these terms or conditions will not affect the remainder of the terms or conditions.