Terms of service

WHOLESALE TERMS AND CONDITIONS OF SALE

Effective Date: January 2026 Seller: Loop Matcha Tokyo (and its affiliates)

1. General These Terms and Conditions ("Terms") govern all sales of products by Loop Matcha Tokyo ("Seller") to the buyer ("Buyer"). By placing a purchase order, Buyer accepts these Terms.

2. Orders and Acceptance All orders are subject to acceptance by Seller in Tokyo, Japan. Seller reserves the right to accept or reject any order in whole or in part. No order is binding on Seller until confirmed in writing (via Invoice or Order Confirmation).

3. Pricing and Payment

  • Currency: All prices are quoted in JPY (or USD if explicitly stated on the Invoice).

  • Consolidated Invoicing: To simplify the transaction for the Buyer, Seller issues a single "All-In" Invoice. This invoice consolidates the cost of the Product, International Freight, Customs Clearance, and Import Duties.

  • No Third-Party Payments: Buyer is not required to pay third-party logistics providers, customs brokers, or freight forwarders directly. All logistics obligations are settled by the Seller using funds received from the Buyer.

  • Payment Terms: Payment is due 100% upfront upon issuance of the Invoice, unless net terms have been explicitly approved in writing. Production and shipping will not commence until funds are received in full by Loop Matcha Tokyo.

4. Shipping and Delivery (DDP Terms)

  • Incoterms: Unless otherwise agreed in writing, all orders are shipped DDP (Delivered Duty Paid) to the Buyer’s designated facility.

  • Seller Responsibilities: Seller assumes responsibility for arranging international carriage, export clearance from Japan, import clearance into the destination country, and payment of standard import duties and taxes.

  • Risk of Loss: Title and risk of loss or damage to the Products pass to the Buyer only upon physical delivery to the destination address.

  • Estimates: Shipping dates and arrival times provided by Seller are estimates only and are not guaranteed.


5. Customs and Border Delays (Limitation of Liability) Seller shall not be liable for any delays in delivery caused by events beyond its reasonable control. This includes, but is not limited to:

  • Acts of God, weather events, or labor disputes (strikes).

  • Delays caused by customs clearance, inspections, testing, or regulatory holds by the FDA, CBP, CFIA, or other government agencies.

  • Carrier interruptions or logistical failures by third-party freight forwarders.

In the event of a routine customs hold or inspection, Seller will use reasonable efforts to assist in resolving the matter. Buyer acknowledges that regulatory timelines are unpredictable, and such delays do not constitute a breach of contract or grounds for order cancellation or refund.

6. Inspection and Claims

  • Inspection: Buyer must inspect goods within three (3) business days of receipt.

  • Claims: Any claims for damaged, missing, or incorrect goods must be made in writing within this period, accompanied by photos of the shipping carton and product packaging.

  • Nature of Product: Buyer acknowledges that Matcha is a perishable natural product. Minor variations in color or flavor profile due to harvest conditions are not defects.

7. Regulatory Compliance Seller warrants that the products comply with Japanese production standards. As the Importer of Record under DDP terms, Seller (or its designated agent) acts as the liaison for FDA/FSVP compliance. However, Buyer remains responsible for ensuring the products comply with local health codes and labeling requirements at the point of retail sale (e.g., California Prop 65).