Customer Terms & Conditions

Effective February 1st 2024, ULTRA Tokyo Connection, LLC (“UTC”) provides the following Customer Terms & Conditions (the “Terms and Conditions”) for all its customers. Please read these Terms and Conditions carefully. By placing any orders for products sold and distributed by UTC, the customer agrees to be legally bound by these Terms and Conditions. These Terms and Conditions are applicable to purchase orders placed with UTC, and may not be modified except as provided below.

1. Registration & Information

In order to place a Pre-Order or a Purchase Order (both terms are defined in Section 2 below) via UTC’s website (ultratc.com/wholesale) , a customer (referred to herein as “Customer” or by the pronouns “you” or “your”) must establish an account by completing the registration process and providing a valid Business Reseller’s Permit to UTC. UTC reserves the right to determine whether to activate your account based on the information submitted. All information provided in connection with registration must be accurate. It is your responsibility to ensure that the information is kept current. UTC will have no liability for inaccurate information or information that becomes outdated, and you will indemnify and hold harmless UTC, its employees, managers, officers, members, agents, successors and assigns from and against any and all claims, actions, losses, damages and expenses (including reasonable outside attorneys’ fees) arising out of or caused by your providing inaccurate information or your failure to provide updated, or current information in connection with your registration. Information can be updated at any time by contacting [email protected].

2. Product Orders

For Pre-Order Products

To order pre-order products, you are required to place orders on or before the pre-order due date indicated in the product’s solicitation from UTC. It is your responsibility to verify the accuracy of all information on the Pre-Order, including but not limited to, pricing, item number, and order quantities before submitting it to UTC. Currently, there are no minimum order quantity (“MOQ”) requirements unless otherwise stated on the product’s advertisement from UTC. In any instance where a number of the products ordered within a certain order does not meet a MOQ, such an order will not be accepted by UTC. UTC will send a confirmation of your Pre-Order to you before the pre-order due date. UTC will provide an invoice after the shipment has been paid and shipped.

Order Pick–Up Deadline for Orders

After UTC has provided an invoice for an order, you have five (5) business days from the date of the invoice to provide payment. If five (5) business days have lapsed since the invoice has been sent and your payment has not been received, UTC reserves the right to halt pre-order privileges, and may, in its sole discretion, cancel the order, and bill for the 20% restock fee. UTC will provide notification of the cancellation to you via email.

For In-Stock Products

To order in-stock products, you are required to place a purchase order in the form that UTC designates. UTC will send a confirmation of your Purchase Order and an invoice to you within three (3) business days after the Purchase Order has been received by UTC. UTC reserves the right to extend the timeframe for sending a confirmation and an invoice.

All Orders

A Pre-Order or a Purchase Order constitutes an offer by you to purchase the products from UTC and shall not be deemed an acceptance of any offer to sell. UTC's confirmation of a Pre-Order or a Purchase Order, sending an invoice, or delivery of part or all of the products specified, will signify UTC’s acceptance. Any purported acceptance by UTC containing terms or conditions which are additional to, different from, or conflicting with the Terms and Conditions set forth herein shall not be deemed an acceptance of your order, and no such terms or conditions will change these Terms and Conditions unless acknowledged in writing and signed by an authorized representative of UTC. All ordered products will be shipped after the payment is confirmed unless other terms are agreed upon in writing.

3. Changes to Product Specifications, Production Schedule, Availability, Etc.

Changes in scheduled ship date, creators, images, suggested retail price (SRP), subject matter, availability (digital and otherwise), etc., are subject to occur at any time. You will be notified via email communication when material changes are implemented on the design, production schedule, availability, or other pertinent information of previously solicited products.

You hereby acknowledge and assume the risk that due to the nature of the products purchased from UTC, variations, modification, or changes in such products may occur. Unless otherwise noted herein, despite such variations, modifications, or changes, all merchandise is sold by UTC on a non-returnable basis unless otherwise authorized in writing by UTC. Returnable items must be accompanied by a Return Authorization Form, and must be received at the Customer’s Distribution Center before their designated deadline dates in order to be eligible for credit. UTC is not responsible for freight costs associated with returns.

In addition, upon submission to UTC, orders cannot be reduced or cancelled unless otherwise authorized in writing by UTC. Authorized order adjustments must be communicated to UTC by the due dates UTC establishes.

Different monitors, computers, phones, etc., may show colors, tones, depths, and other physical attributes of the products differently. While UTC makes its best efforts to accurately show products, UTC shall not be liable for any variations caused by the end user’s display.

4. Payment

An invoice may be sent to the email address provided in your account, unless an alternate email address was provided to and accepted by UTC prior to sending such an invoice. Payment due will be indicated in the invoice. Placing a Pre-Order or a Purchase Order constitutes your agreement to be charged through the payment method provided in your account at such time. The invoice price does not include shipping costs unless a shipping quote was requested; however, you are responsible for the payment of all shipping and handling charges, bank fees, taxes and duties in connection with your order, including shipping and handling fees, taxes and duties that UTC advanced.

All new Customers will be notified in writing of their payment terms and credit guidelines by UTC’s Credit Department. Payment terms may be changed or reduced at any time and for any reason, at UTC’s sole discretion.

Customer credit guidelines are reviewed on a case by case basis. Financial information as shown on Account Applications and other information are considered; however, decisions are made at UTC’s sole and absolute discretion. If an existing Customer exceeds their established credit guidelines, immediate cash payment may be required to reduce the account balance. UTC reserves the right to suspend the shipping of product if an account balance exceeds the established Customer credit guideline.

Unless written authorization is Provided by UTC, all domestic orders are shipped cash on delivery, and all international orders must be prepaid in full.. Notwithstanding the foregoing, in some instances prepayment of domestic orders may also be required.

COD Customers receiving their shipments via UPS will have a COD tag attached to each box for a period of at least three (3) months, or until a change in terms has been authorized by UTC.

Check writing privileges and extended terms may be available, and may be obtained by submitting a written request to UTC’s Credit Department with an up-to-date Account Application, tax returns, financial statements, and other information as may be required by UTC to review such request. Businesses lacking a significant credit history may possibly earn check writing privileges and/or limited credit through a history of making timely payments to UTC and/or other suppliers, but should receive product from UTC for a minimum of ninety (90) days before requesting a change in terms.

Customers are required to make payments upon receipt of invoice or as designated on the invoice. . If you fail to make any payment as and when due, UTC reserves the right to immediately suspend purchase privileges without any notice or demand. Invoices not paid by the designated due date will be subject to a late payment fee of 1.5% per month (18% per year) or the maximum lawful rate, whichever is less, on the outstanding balance. In the event of non-payment, you agree to pay UTC’s reasonable attorney fees and court costs, if any, incurred by UTC to collect payment, and all applicable interest charges. Customers are also liable for an additional 33% of their balance owed should it become necessary for UTC to refer their account to a collection agency or attorney. You acknowledge that transactions to which these Terms and Conditions relate are commercial transactions.

Returned checks and dishonored ACH online payments are subject to a $50.00 service charge (per transaction). Returned checks and dishonored ACH online payments, or any other failure to pay in full may, at UTC’s sole and absolute discretion, and without notice, demand, or any opportunity to cure, result in the suspension or cancellation of shipments, loss of check-writing and/or ACH privileges, and/or extended terms, and/or the termination of the Customer’s Account and UTC’s Agreement to ship product to the Customer.

Upon the written consent of UTC, arrangements can be made to pay for purchases via Business Check, Certified Check, Money Order, ACH, Western Union, credit card (VISA, MasterCard & AMEX), or Wire Transfer (the preferred method for International customers). All methods must be preapproved by UTC in writing.

UTC reserves the right to reduce, reject or cancel orders from any Customer due to insufficient credit history, delinquent payments, refusal to accept merchandise ordered, and other reasons as determined by UTC in its sole discretion. Prepayment, deposit, and/or security for payment may also be required, at UTC’s sole discretion.

Credit Card Payment

Credit Card is the preferred method of payment. All payments made by credit card will be subject to a three percent (3%) processing fee.

5. Shipping and Risk of Loss

Shipping

Unless otherwise specified, shipping is arranged from UTC’s warehouse located in Irwindale, California. Products are expected to be ready to ship within three to five (3-5) business days after payment has been received. In the event there is a delay in shipping, and the estimated shipment and/or release date of the product is not met, UTC is not responsible for any damages that may occur due to the delay, nor will UTC be obligated, except as set forth in these Terms and Conditions, to provide any discounts, refunds or credits due to any such delays. Unless otherwise noted, shipments should be arranged Monday through Friday via UPS or FedEx (or other vendor provided shipping). All shipments under UTC accounts are shipped with insurance by default.

The business days for shipping excludes holidays and weekends. Upon a shipment leaving UTC’s warehouse in Irwindale (i.e., upon UTC's delivery to the carrier), risk of loss or damage to products in transit will fall upon you, and UTC will not be held liable for any damages to the products that occur in transit, including but not limited to carton or exterior packaging damages (see damages below).

Pick Ups

At the customer’s written request, UTC can arrange for the goods to be picked up at the UTC warehouse in Irwindale. Permission to pick-up at the UTC warehouse will only be granted on a case-by-case basis, and that permission must be in writing, and may be revoked at any time at UTC’s discretion. Pick up dates and times must be arranged in advance and agreed upon in writing with UTC. PLEASE NOTE THAT due to the scale of warehouse facility operations, we are not able to accommodate inspection of product at pick-up. All warehouse pick-up product will be packed in sealed cartons, and must be removed from the UTC facility before inspection. Any damages must be reported to UTC and resolved once the product is inspected at your facility – this can NOT be done on site at UTC. 

Holding Fees

If a customer fails to pick up an order at the UTC warehouse as scheduled, the customer shall be subject to a storage and holding fee of $25.00 per pallet per day until the order is picked up. 

Damages

UTC strives to deliver all merchandise in salable condition, but does not guarantee “mint condition” (see ‘Liability Disclaimer’ Section). Merchandise perceived as damaged shall be immediately reported to UTC‘s Customer Service Department; a credit memo will be issued and replacement product will be shipped and invoiced, provided that such perceived damages are reported to UTC‘s Customer Service Department within three (3) days of the Customer’s receipt of the shipment.. If no replacement product is available, a credit memo will be issued. From time to time and completely at UTC’s sole discretion, UTC may request that merchandise be returned for inspection prior to shipment of replacement product and issuance of a credit memo for the damages claimed. At UTC’s sole discretion, UTC may accept photographs and video of perceived damaged product as a means to expedite this process. In any case, Customers shall not deduct the cost of damaged merchandise from their payments for the shipment containing the damaged merchandise.

UTC will provide each retailer with a monthly Damage Return Form instructing the retailer to either “PLEASE DESTROY” or “PLEASE RETURN within 7 days to avoid being billed” all items listed on the form. Forms requesting returns will include an ARS (Authorized Return Service) tag(s) which will enable the Customer to ship the return to UTC’s returns department. Merchandise must be returned in a timely manner, and packaged as efficiently as possible to minimize the number of ARS tags needed for the shipment. “Timely” shall be defined as within seven (7) days from Customer’s receipt of ARS tag(s). If merchandise is not returned in a timely manner, UTC will invoice the Customer for any previously credited items. Returned merchandise will be inspected by UTC, and UTC shall render its judgment as to whether the merchandise is salable, or is damaged beyond salability. Such judgment shall be final. If in UTC’s sole opinion the merchandise is judged to be salable, such merchandise shall be returned to the Customer at the Customer’s expense, and UTC will invoice the Customer for any previously credited items.

Customers refusing any or all parcels when delivery is attempted, or otherwise intentionally delaying receipt of product shall, at UTC’s sole discretion, forfeit the right to make damages and shortages claims pertaining to any and all parcels related to that shipment.

6. Cancellation & Refunds

From Customers

All orders by Customers are binding upon acceptance by UTC and cannot thereafter be cancelled or reduced by the Customer. By submitting an order as provided herein, the Customer agrees to be bound by these Terms and Conditions.

In the event there is any discrepancy between these Terms and Conditions and any purchase order, acknowledgement, or other documentation issued by the Customer, these Terms and Conditions shall control.

By maintaining a retail account or otherwise entering into a business relationship with UTC and accepting UTC’s Terms and Conditions, the Customer agrees to receive mailings, email bulletins, and other electronic communications in regards to products, data, shipping and product updates, or any other information relevant to business operations with UTC.

Unless otherwise agreed to in writing, if UTC’s freight forwarding account is used for the shipment and items are damaged during shipment, you must notify UTC of the issue within three (3) days of your receipt of the delivery and return the damaged items to UTC. The damaged items must be received by UTC within 10 days of your receipt of those items. You are responsible for the return shipping costs. UTC will apply a credit for the damaged items on your next invoice. 

Default and Remedies Upon Default

Failure of the Customer to take immediate delivery of merchandise when made available by UTC, or failure to pay for merchandise when due, shall be deemed a default and breach of contract, which may, at UTC’s sole discretion, result in held shipments and/or cancellation of outstanding orders, and/or loss of check writing privileges, and/or loss of credit terms, and/or legal action, and/or the exercise of any other rights of UTC under these Terms and Conditions, and/or any other available remedy at law or in equity. In addition to any other remedy available to UTC, any Customer who refuses to accept ordered merchandise, or who by his or her payment delinquency or any other cause, forces UTC to suspend shipments to the Customer, shall be liable to UTC for a 50% cancellation charge for all merchandise the Customer has ordered, regardless of its status. UTC shall restock all merchandise the Customer has ordered, and the Customer shall not be entitled to receive any of said merchandise unless payment in full is made to UTC within two (2) weeks of the Customer default. Refused or undeliverable shipments which UTC has reshipped are subject to a per-box Service Charge at the prevailing rate as published on the UTC Retailer Website (see “Undeliverable Shipment”). Customers who breach these Terms and Conditions shall be responsible for all costs associated with the cancellation and restock of outstanding orders including, but not limited to, attorney’s fees and court costs. Any product ordered by the Customer and shipped by UTC that may be confiscated or held by Customs due to importing regulations is solely the responsibility of the Customer.

From UTC

UTC endeavors to fulfill all orders. However, UTC reserves the right at any time and from time to time without cause to cancel all or any part of the undelivered portion of your order by notice to you. If orders from Customers exceed the amount of product made available to UTC by its suppliers, UTC reserves the right to allocate the available merchandise to its customers, at its sole discretion. In that event, you shall only be responsible for payment of products provided up to the date of cancellation. UTC shall not be liable for any disruptions, losses, or injuries incurred by the Customer that may arise from such cancellations.

Shortages and Overages

All shortages must be reported to UTC’s Customer Service Department [email protected] within seventy-two (72) hours of the Customer’s receipt of a shipment. UTC will use all reasonable efforts to replace any shortages (if replacements are available) or will issue a credit memo for any unfilled amounts. Do not reorder shorted merchandise, as this may result in duplicate replacement. Also, UTC appreciates the Customer’s honesty in reporting the receipt of any merchandise for which the Customer is not billed, and will reimburse the Customer for the freight costs incurred when returning such overages. See ‘Liability Disclaimer’ Section. At UTC’s sole discretion, Customers refusing any or all parcels when delivery is attempted, or otherwise intentionally delaying receipt of product, forfeit the right to make damages and shortages claims pertaining to any and all parcels related to that shipment.

7. Assignment

An order shall not be assigned, transferred and/or conveyed by you without the express written consent of UTC. Consent will not be required, however, for internal transfers and assignments as between either party or its affiliates, and nothing herein shall limit either party’s right to factor or sell receivables.

8. Disclaimer of Warranties and Limitation of Liability

THE PRODUCTS MADE AVAILABLE TO YOU BY UTC ARE PROVIDED BY UTC ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. UTC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE INFORMATION, CONTENT, MATERIALS, PRODUCTS MADE AVAILABLE TO YOU BY UTC, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW. UTC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UTC DOES NOT WARRANT THAT THE INFORMATION, CONTENT, MATERIALS, PRODUCTS MADE AVAILABLE TO YOU BY UTC, OR UTC'S ELECTRONIC COMMUNICATIONS SENT FROM UTC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UTC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS MADE AVAILABLE TO YOU BY UTC, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. UNLESS APPLICABLE LAW OTHERWISE REQUIRES, UTC’S TOTAL LIABILITY TO YOU, YOUR CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS AND CONDITIONS OR FROM THE USE OF THE PRODUCTS FURNISHED IS LIMITED TO THE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOUR PURCHASE OF ANY PRODUCTS DOES NOT GRANT YOU ANY INTELLECTUAL PROPERTY RIGHTS TO SUCH PRODUCTS OR PROPERTIES.

The information contained in UTC electronic publications, including but not limited to prices, content, availability, suitability for nonmature readers, product safety, and release or shipment dates, is based solely on information UTC receives from the suppliers of the product. UTC makes no representation or warranty as to the accuracy of this information, and is not liable for any claims or losses resulting from any inaccuracies contained therein or the Customer’s sale of the product. All warranties, conditions, representations, indemnities and guaranties, whether express or implied, arising by custom, prior oral or written statement by UTC or otherwise (including, but not limited to, any warranty of merchantability or fitness for a particular purpose) are expressly excluded and disclaimed.

UTC reserves the right to cancel orders, at any time and from time to time, for any merchandise, without responsibility therefore, in whole or in part, in its sole discretion including for such things as manufacturers’ cancellation, unacceptable delays, poor quality, or insufficient orders. In the event that UTC is for any reason unable to ship product in a timely fashion, any orders for such merchandise may, at UTC’s sole discretion, either be (i) cancelled by UTC (ii) shipped when the product becomes available or (iii) shipped to the Customer subject to return privileges.

Occasionally, UTC may find it necessary to change pricing and/or discounts after Customers’ orders are received. In these instances, Customers shall have the right to reduce or cancel orders on those items affected. Such reductions/cancellations must be requested by Customers within seventy-two (72) hours of notice of the change.

UTC shall not be liable for any incidental, consequential, special, direct or indirect damages (including, without limitation, lost Sales, Profits or business interruption losses) as a result of this Agreement (or the breach thereof) or such damages suffered by Customer or any purchaser, distributor, retailer or end-user of any of the merchandise or Service(s) provided by UTC, whether arising in tort, contract or otherwise.

9. Hold Harmless

The Customer hereby agrees to indemnify and hold UTC, its agents, affiliates and subsidiaries harmless from and against any loss, damage or expense suffered by UTC, including reasonable attorneys’ fees and costs, by reason of (i) breach by the Customer of any warranties or Agreements contained herein, (ii) any act or omission of the Customer, (iii) any claim, cause of action or lawsuit arising from the sale, use, storage, transportation or handling of the merchandise sold hereunder, or (iv) any settlement, judgment or payment with respect to any of items (i), (ii) or (iii) hereof. 

UTC relies on its manufacturing vendors to comply with applicable national, state and local product safety regulatory requirements, including without limitation the U.S. Consumer Product Safety Act as amended by the Consumer Product Safety Improvement Act of 2008. By ordering from UTC you agree that (i) you will look solely to UTC’s vendors for any certificates and/or test results required by any such regulatory requirements; (ii) you will exercise any remedies you may have as a result of those regulatory requirements solely against such vendors; and (iii) you will indemnify and hold UTC harmless from any claims made against you arising out of, in connection with or with respect to any such regulatory requirements.

10. Disputes / Forum Selection Clause

You agree that any claim or dispute you may have against UTC under this Agreement must be resolved exclusively by a court located in Los Angeles County, California, except as otherwise agreed by the parties in writing. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes. 

11. Applicable Law

These Terms and Conditions shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents and businesses, without regard to conflict of law provisions.

12. Terms and Conditions

These Terms & Conditions are subject to change without notice. The most recent version of these Terms and Conditions can be found at ultratc.com/terms.

13. Entire Agreement

These Terms and Conditions are intended to be the final, exclusive and complete statement of the terms of the Agreement between the Customer and UTC. Neither trade usage nor any terms and conditions that may be contained in any acknowledgment, purchase order or other documentation of the Customer, nor course of prior dealing between the parties shall affect or modify these Terms and Conditions. Any ambiguous term set forth in these Terms and Conditions shall not be construed against the drafter of the contract. Upon receipt by UTC of the Customer’s order, these Terms and Conditions shall constitute the entire Agreement between the parties and may not be modified or rescinded except by a writing signed by UTC. If any part, term, or provision of these Terms of Sale are held to be invalid or unenforceable, the validity of the remaining portions shall not be affected and the invalid provision shall be deemed excluded from these Terms and Condition.