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TERMS OF USE

BINDING EFFECT

This is a binding agreement between You ("You" or "Purchaser") and Aiya-America, a California corporation (the "Company"). By using the online store located at https://www.aiya-america.com/consumers/ or https://www.aiya-america.com/wholesaler/ (the "Online Store"), or any services provided in connection with the Online Store (the "Services"), You agree to abide by these Terms of Use, as they may be amended by the Company from time to time in its sole discretion. The Company will post a notice on the Online Store any time these Terms of Use have been changed or otherwise updated. It is Your responsibility to review these Terms of Use periodically, and if at any time You find these Terms of Use unacceptable, You must immediately cease all use of the Online Store and the Services. YOU AGREE THAT BY USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

PURCHASER REGISTRATION AND PASSWORDS

  • Customers. If you are Customer, You are not required to register for an account and may purchase Products at the Online Store as a guest. You may, however, elect to set up an account so the Company can keep your billing, shipping, and credit card information on file for future purchases. If you register as a Customer, you will receive an email verification.
  • Wholesalers. If you are a Wholesaler, in order to purchase Products through the Online Store, the Company must first verify You, and You will not be able to view any wholesale pricing until Your account has been verified. Upon Your registration (as set forth at subsection (c) below), the Company will receive an automated verification request and you will receive an email verification. Once the Company has verified Your information, which process may include requesting additional information, You will receive a verification e-mail similar to the first email you receive.
  • Passwords. If You are required, or elect, to open an account to use the Online Store, You must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of Your password. You may not use another Purchaser’s account, username, or password at any time. You agree to notify the Company immediately of any unauthorized use of Your account, username, or password. The Company shall not be liable for any loss that You incur as a result of someone else using Your username and password, either with or without Your knowledge. You acknowledge and agree that You will be responsible for each and every access or use of the Online Store that occurs in conjunction with Your username and password, and that the Company is authorized to accept Your username and password as conclusive evidence that You have accessed or utilized the Online Store. You acknowledge that such password(s) are unique to You and that, although the Company does have the ability to require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and to reset such password(s), the Company does not have the ability to access the password(s) themselves. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, attorneys and representatives due to someone else’s use of Your account, username or password.

FULFILLMENT

  • Delivery. The company shall ship a particular Order within a commercially reasonable period following Confirmation thereof, provided that the company’s supply of Products permits. Delivery shall be made within by USPS, UPS or FedEx (a “Carrier”). We ship only to the United States, Canada and Mexico (the “Territory”). Shipments outside of the Territory may be made on a case by case basis; please send inquiries regarding shipments outside of the Territory to orders@aiya-america.com. We offer standard and expedited delivery options; all shipping costs to be borne by You.
  • Incomplete Orders. If all of the Products You order are not in stock, we will send You an e-mail advising that that we will deliver only a portion of the Order, unless You send an e-mail to orders@aiya-america.com and advise us to hold the Order until complete. An incomplete Order shall not be deemed a Defective Order within the meaning of Section 9(a).
  • Undeliverable Orders. If a Carrier is unable to deliver an Order and such Order is eventually returned to the Company in accordance with that Carrier’s policy, we will refund the Purchase Price within a commercially reasonable time after receipt of the returned Products.
  • Unfulfilled Orders. If we are not able to fulfill an Order within thirty (30) business days of receipt thereof, the Order will be deemed cancelled and the Purchase Price will be immediately refunded or the Invoice cancelled.
  • Supply Shortages; Force Majeure. The Company reserves the right to reduce, limit or cancel an Order if, in its sole discretion, the Company deems such a reduction, limitation or cancellation is necessary due to a shortage of supply of Products, which has been caused by delay in production or delivery, or any event of Force Majeure (as defined below). In such event, the Company shall cancel or refund the Purchase Price as appropriate. The Company shall not be liable to Purchaser or any third party if Company fails to fulfill an Order by a specific date if such failure is caused by supply shortage or an event of Force Majeure. “Force Majeure” includes, without limitation, an event caused by or resulting from an act of God; labor strike, lockout or other industrial disturbance; war (declared or undeclared); riot; epidemic; fire, flood, earthquake or other natural disaster or catastrophe; act of any government; and any other similar cause which is not within a party’s control.

RESERVATION OF TITLE

The Products shall remain property of the Company until they have been paid for in full.

WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. FURTHER, THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE ONLINE STORE WILL BE UNINTERRUPTED OR ERROR-FREE.

LIMITED LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS TERMS OF USE, THE ONLINE STORE OR THE PERFORMANCE OR NON-PERFORMANCE HEREUNER, OR THE USE OF OR INABILITY TO USE THE ONLINE STORE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION.

INTELLECTUAL PROPERTY

All trademarks and logos are owned by the Company and You may not copy or use them in any manner. Nothing contained on the Site or the Online Store should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by the Company.

AFFILIATED SITES

Company has no control over, and no liability for any third party websites or materials. Company may work with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither the Company nor the Site has control over the content and performance of these partner and affiliate sites, the Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with Your use of the Site, You may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern Your use of any and all third party content.

INDEMNITY

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, attorneys and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Your access to or use of the Site or Online Store, Your violation of the Terms of Use, or Your infringement, or infringement by any other user of Your account, of any intellectual property or other right of any person or entity.

GOVERNING LAW

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles, California, in all disputes arising out of or related to the use of the Site or Service.

NO PARTNERSHIP; NO AGENCY

These Terms of Use shall not be construed as creating a co-venture or a co-partnership between You and the Company. Further, this Agreement shall not give rise to any fiduciary duties as between You and the Company. Further, Purchaser, and its agents and employees, shall under no circumstances be deemed agents, employees, or representatives of Company and Purchaser shall have no right to enter into any contracts or commitments in the name of or on behalf of Company or to obligate Company to third persons in any respect whatsoever.

INTEGRATION

The Terms of Use, together with any applicable Orders or Confirmations (the “Agreement”), contains the entire agreement between You and the Company. This Agreement supersedes any and all other agreements and communication, either oral or writing between the parties with respect to the subject matter of this Agreement, and contains all of the covenants, representations, warranties, and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representation, warranties, covenants, inducements, promises or agreements, oral or otherwise, have been made by any party, which are not embodied herein, and that no other agreement, statement, representation, warranty or covenant not contained in this Agreement shall be binding or valid.