Wholesale Agreement

All sales made by Ehon Charm Touch Association (“Seller”) to you (“Buyer”) are governed by these Terms and Conditions of Sale unless otherwise indicated by Ehon Charm Touch Association in writing. The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Buyer’s purchase orders unless and until Buyer consents to these Terms and Conditions of Sale. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Buyer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Buyer.

Distribution Grant

Seller hereby grants to Buyer and Buyer hereby accepts from Seller the non-exclusive right to distribute the seller’s products subject to all terms and conditions set forth in this Agreement.

Wholesale Price

Seller will provide Buyer with a separate wholesale price list. The Seller reserves the right to change the wholesale price at any time. The Seller will notify the Buyer of any price changes by e-mail or other means.

Order

The Buyer can place an order for the Seller’s products using the online order form maintained and operated by the Seller. If the order form is inaccessible due to server failure or any other reason, please contact us by e-mail.

Minimum Order Quantity

For wholesale, there is a minimum order quantity for each product. The seller will indicate the minimum order quantity for each product in the price list, and the Buyer should order products according to that quantity. If the Buyer orders less than the minimum quantity, the Seller will not be able to accept the order.

Payments

Seller accepts payment via PayPal.

Shipping

Orders will be shipped by the Seller via Japan Post within 5 days after the Seller confirm the payment from the Buyer. Actual shipping time is contingent upon availability of merchandise. The Seller will inform the buyer if there is a delay in shipping. The Seller will not be responsible for shipping delays caused by a carrier.

Sales Price

The Buyer must sell the Seller’s products at the price specified by the Seller. The Buyer may not change the selling price without the Seller’s permission. The Seller will provide the Buyer with a price list.

The Buyer may not disassemble and subdivide the Seller’s products and sell them as separate items.

Usage of Charm Card

The Buyer may not provide paid reading sessions using Charm Card to clients unless the Buyer has completed the instructor course offered by the Seller and has become a certified Charm Card instructor.

Prohibition of Modification and Secondary Usage

The Buyer may not modify or disassemble the Seller’s products in any way and sell them in different form from their origin or as Buyer’s own products. In addition, the Buyer may not use all or part of the Seller’s products to manufacture or sell other products.

Notice of Defects

Buyer is responsible for inspecting the merchandise upon receipt. Finding any defects, Buyer shall notify Seller by email within 5 days.

Acceptance of Late or Defective Merchandise

Buyer’s failure to provide a claim via email, as set forth in these Terms and Conditions of Sale, shall constitute a waiver of any claim the Buyer may have for damages resulting from defects, including late delivery.

Return and Refund

Buyer can return the merchandise and get refund only when the product(s) buyer purchased have defects. Buyer first must notify the Seller by email within 5 days from the day of receiving the merchandise to get instruction of return. Buyer must inform the seller some shipping methods and their costs so that the Seller can choose one. Upon Seller’s confirmation, Buyer shall send the product(s) back to the Seller within 7 days after the Seller’s confirmation.  The Seller will refund the price of the product(s) and shipping cost to the Buyer within 7 days via PayPal.

Changes to Pricing & Products

Prices are subject to change without notice. All merchandise will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability.

Confidentiality

Wholesale prices and price lists of the Seller’s products is confidential, and for the use of the Buyer only. Publishing or revealing the wholesale pricing of the Seller’s product line outside of the business of the Buyer is strictly forbidden without prior written consent from the Seller. Failure to preserve the Seller’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Buyer. The Seller reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

Advertising Activities

The buyer can advertise the seller’s products to promote them. The Buyer can advertise the seller’s products in mass media such as, but not limited to, newspapers, magazines, radio, television. The Buyer can also introduce the seller’s products on the Buyer’s own website, blog, Facebook, Instagram, and other social media. When doing so, be sure to clearly identify yourself as the Seller’s sales agent and provide the Seller’s company name, contact information, and website address. For mass media coverage, the buyer must inform the Seller in advance. The buyer should also be responsible for the cost of advertising, if any.

Materials such as text, images, and videos used in advertising can be from the seller’s website, social media, or materials provided by the seller or instructions included with the product, as well as photos and videos of the Seller’s products taken by the Buyer.

Please do not use any expressions, slander, spoilers, or any other expressions that may hinder the sale of the product.

In the case that the Seller deems inappropriate in the Buyer’s advertising activities, the Seller reserves the right to request the removal of the advertisement, and the Buyer must remove it immediately. If the Buyer does not respond to the removal of the advertisement, the Seller will terminate this agreement. The buyer shall be liable for any damages incurred by the Vendor as a result of inappropriate advertising.

Disclaimer of Warranties

Seller cannot guarantee variances in color or shade of product or packaging. Seller hereby disclaims all express and implied warranties, including, without limitation, implies warranties of merchantability and fitness for particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between Buyer and Seller and shall not apply to products sold by Seller.

Limitation of Liability

Buyer acknowledges that the Seller shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if Seller has been advised of the possibility of such damages), or personal injuries or death resulting from use or sale of the Sellers merchandise.

No Liability for Outside Vendors

Seller shall not be liable for any work performed by any third-party vendor referred by Seller and hereby waives any right to assert any claim against Seller for work performed by any other third party or vendor, including but not limited to claims for negligent referral, agency, or respondent superior.

Force Majeure

Neither Buyer nor Seller shall be liable to the other for delays in performance of its obligation hereunder caused by acts of God, war (declared or undeclared), government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party’s control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under these Terms and Conditions of Sale, in whole or in part.

Jurisdiction/Governing Law

Seller is headquartered in Okinawa, Japan. These terms and conditions of sale shall be governed by and interpreted under the laws of Japan. If any provision of these Terms and Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Use, which shall remain in full force and effect. Buyer expressly agrees that exclusive jurisdiction for any dispute with Seller, or in any way relating to these Terms and Conditions of Sale, resides in the courts of the prefecture of Okinawa and you further agree and expressly submit to the personal and exclusive jurisdiction of the courts of the prefecture of Okinawa in connection with any such dispute including any claim involving the merchandise or Seller or its affiliates, subsidiaries, employees, contractors, officers, and directors.

Miscellaneous

These terms and conditions of sale constitute the entire agreement between Seller and Buyer, superseding any prior agreements between Buyer and Seller. The failure of Seller to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision. Buyer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect.

Acceptance of Retail Distribution Agreement