Membership Terms and General Terms of Trade

AKATSUKI LLC (hereinafter referred to as the “Company”) hereby establishes the following Membership Terms and General Terms of Trade (hereinafter referred to as these “Terms”) governing the use of the website and member-only sales services operated by the Company, as well as transactions in goods between the Company and its members.

Any person or entity applying for membership registration must review these Terms in full and submit an application only after agreeing to their contents.

Article 1. Purpose and Scope of Application

These Terms set forth the conditions for use of the Company’s member-only website, product sales, wholesale transactions, business-use sales, continuing transactions, and any other services ancillary thereto (collectively, the “Services”).
These Terms apply to membership applications, use of the Services, product orders, sales contracts, and all other transactions conducted between the Company and a Member.
Where the Company presents individual terms or conditions through its website, product pages, quotations, order forms, invoices, email, or any other method, such individual terms shall constitute part of these Terms.
If any provision of these Terms conflicts with any individual terms or conditions, the individual terms or conditions shall prevail.
If any part of these Terms is not applicable under mandatory laws or regulations, the relevant laws or regulations shall prevail.

Article 2. Members

For the purposes of these Terms, a “Member” means a corporation, organization, sole proprietor, or other business operator that has agreed to these Terms, submitted a membership application in the manner prescribed by the Company, and been approved by the Company following its review.

Article 3. Application for Membership Registration

An applicant for membership shall enter accurate and current information in the application form prescribed by the Company and submit the application after agreeing to these Terms and the Company’s Privacy Policy.
Membership registration is not completed merely by submitting the membership application form.
The Company shall review the application and determine whether to approve membership after confirming the application details, the applicant’s business activities, the intended purpose of transactions, and any other matters the Company deems necessary.
For the purpose of its review, the Company may request the submission of a company profile, corporate number, business license, identity verification documents, information regarding the applicant’s store or website, or any other materials.
Membership registration shall be completed when the Company approves the application and sends login information or instructions for setting a password.
The Company shall have no obligation to disclose its screening criteria, review details, or reasons for rejecting an application.

Article 4. Refusal of Membership Registration

The Company may refuse to approve a membership application if it determines that the applicant falls under any of the following:

The application contains false, incorrect, omitted, or inaccurate information.
The applicant’s identity, business activities, location, or contact details cannot be verified.
The intended purpose of resale, transactions, or use of the products is unclear.
The applicant has previously breached a contract with the Company, failed to make payment, engaged in nuisance conduct, or caused any other issue.
The applicant is deemed to constitute, or have a relationship with, an antisocial force.
There is a risk that the applicant may harm the Company’s products, brand, or reputation.
The Company otherwise determines that the applicant is unsuitable for membership.

Article 5. Management of Accounts and Passwords

Each Member shall properly manage, at its own responsibility, the login ID, registered email address, and password issued or registered for use of the Services.
A Member shall not lend, transfer, sell, share, or permit any third party to use its account.
If a corporate Member permits an employee or other representative to use its account, the corporate Member shall bear full responsibility for such use.
Any order or other action made using a Member’s login credentials shall be deemed to have been made by that Member.
If any loss, disclosure, unauthorized use, or other compromise of login credentials is discovered, the Member shall immediately notify the Company.
Except where the Company has acted intentionally or with gross negligence, the Company shall not be liable for any damage arising from inadequate account management, user error, or unauthorized use by a third party.

Article 6. Changes to Registered Information

A Member shall promptly notify the Company of any change to its company name, representative, address, contact person, telephone number, email address, billing address, delivery address, or any other registered information.
If a notice or product fails to reach the Member because the Member did not report a change, the notice or product may be deemed to have reached the Member at the time it would ordinarily have arrived.
If the Company determines that a change to registered information requires a renewed review, the Company may request additional documents or temporarily suspend transactions.

Article 7. Product Information and Transaction Terms

Product details, prices, minimum order quantities, inventory, delivery schedules, shipping charges, payment terms, storage methods, best-before dates, country or region of origin, and other transaction terms shall be indicated on the relevant product page, quotation, order confirmation, or other notice issued by the Company.
Photographs, colors, packaging, dimensions, weights, and other descriptions shown on the website are for reference only and may differ slightly from the actual products due to production timing, raw materials, harvest conditions, processing, photography conditions, or other circumstances.
Products made from agricultural products, marine products, tea leaves, or other natural raw materials may vary between individual items or production lots in color, aroma, flavor, shape, fat content, or other quality characteristics depending on the harvest period, growing environment, processing lot, and other factors.
The Company may change product specifications, packaging, prices, minimum order quantities, or other terms when necessary.
If the terms shown on a product page differ from those stated in a quotation or order confirmation, the quotation or order confirmation shall prevail.

Article 8. Orders and Formation of Sales Contracts

An order placed by a Member constitutes an offer to enter into a sales contract with the Company.
An automatically generated email stating that the ordering process has been completed merely confirms receipt of the order and does not constitute notice that a sales contract has been formed.
A sales contract shall be formed when the Company reviews the order and sends the Member an order confirmation, order acceptance, or equivalent notice.
For transactions using a quotation or individual purchase order, the sales contract shall be formed when the Company accepts the order or when both parties agree on the order details.
If there is insufficient inventory, procurement is impossible, a price has been displayed incorrectly, a system failure or transportation issue occurs, a credit issue arises, or any other unavoidable circumstance exists, the Company may refuse to accept an order or, after consultation with the Member, amend or terminate an already formed contract.
If an order is placed by a minor or an agent, the order must be made with the consent of a legal representative or a person with valid authority.

Article 9. Sales Prices and Additional Costs

Product prices shall be displayed on product pages, quotations, order confirmations, or by any other method designated by the Company.
Responsibility for consumption tax, shipping charges, packing fees, refrigerated or frozen handling charges, bank transfer fees, payment processing fees, customs duties, import and export procedure costs, and other expenses shall be determined in accordance with the terms presented at the time of order or quotation.
The Company may change future sales prices due to fluctuations in market prices, raw material costs, foreign exchange rates, fuel costs, freight charges, customs duties, purchase prices, or other factors.
If a quotation states a period of validity, the quoted price shall become invalid after that period expires.

Article 10. Payment Methods and Payment Deadlines

A Member shall pay the purchase price by credit card, bank transfer, or any other method designated by the Company.
The payment deadline shall be as stated on the relevant product page, invoice, quotation, order confirmation, or individual contract.
Bank transfer fees and any other costs necessary for payment shall be borne by the Member unless the Company expressly states otherwise.
If a Member fails to make payment by the due date, the Company may suspend shipment of products, acceptance of additional orders, or any other transaction.
For ongoing transactions or post-payment arrangements, the Company may, when it deems necessary, change the payment terms or require advance payment, a security deposit, or other collateral.

Article 11. Delivery of Products

The expected delivery date or period shall be indicated on the product page, quotation, order confirmation, or other notice issued by the Company.
Delivery may be delayed due to weather, disasters, traffic conditions, carrier delays, customs clearance, circumstances affecting suppliers or manufacturers, shortages of raw materials, or any other event beyond the Company’s reasonable control.
If redelivery, forwarding, return shipment, or disposal becomes necessary due to incomplete delivery information, absence of the Member, refusal to accept delivery, delayed receipt, or any other circumstance attributable to the Member, the resulting costs shall be borne by the Member.
For refrigerated, frozen, fresh, or other temperature-controlled products, the Company shall not be liable for deterioration in quality caused by delayed receipt due to circumstances attributable to the Member.
If partial delivery is necessary, the Company may notify the Member in advance and deliver the products in separate shipments.

Article 12. Changes to and Cancellation of Orders

If a Member wishes to change or cancel an order, the Member shall contact the Company promptly.
Even before a sales contract is formed, the Company may be unable to accept a change or cancellation if procurement, processing, packaging, manufacturing, reservation, transportation arrangements, or other preparations have already commenced.
As a general rule, changes or cancellations for the Member’s convenience shall not be accepted after a sales contract has been formed.
Due to their nature, the following products cannot be changed or cancelled after formation of the sales contract:
(1) Made-to-order or specially ordered products
(2) Products processed, packaged, or labeled in accordance with the Member’s specifications
(3) Products procured or imported based on the Member’s order
(4) Fresh, refrigerated, frozen, or other products whose quality is liable to change
(5) Limited-quantity, reserved, or special-order products
(6) Any other product stated on the product page or quotation to be non-cancellable
If the Company approves a change or cancellation, the Member shall bear the actual costs already incurred by the Company, including procurement, processing, packing, payment processing, transportation, return shipping, disposal, and any other expenses.
If a product page, quotation, or order confirmation specifies cancellation terms or a cancellation fee, those terms shall prevail.
If laws or regulations grant the Member a right to cancel or terminate the contract, those laws or regulations shall prevail.

Article 13. Returns and Exchanges

As a general rule, returns or exchanges for the Member’s convenience shall not be accepted.
Returns or exchanges shall not be accepted in any of the following cases:
(1) Products that have been opened or used
(2) Products that have been soiled, damaged, or deteriorated due to the Member’s responsibility
(3) Fresh, refrigerated, frozen, or other products whose quality is liable to change
(4) Made-to-order, specially ordered, processed, or special-order products
(5) Products for which the notification period prescribed by the Company has expired after delivery
(6) Products not stored under the appropriate temperature, humidity, hygiene, or other required storage conditions
(7) Products sold, delivered, processed, or used by the Member for a third party
(8) Products stated on a product page, quotation, or order confirmation to be non-returnable
If the Member receives a product different from the order, a shortage in quantity, significant damage during transportation, or any other obvious problem, the Member shall notify the Company within three business days after receipt.
If there is a quality issue with fresh, refrigerated, or frozen products, the Member shall notify the Company within 24 hours after receipt and provide photographs showing the condition of the product, the outer packaging, the delivery slip, the product label, and any other information designated by the Company.
If the time limits set forth in the preceding two paragraphs have expired, the Company may refuse a return, exchange, or refund unless it recognizes a reasonable justification.
If the Company confirms misdelivery, a shortage, damage, or non-conformity with the contract, the Company shall, at its discretion, respond by replacing the product, shipping a substitute, supplying the missing quantity, refunding all or part of the purchase price, or taking any other reasonable measure.
The Company shall bear shipping costs for returns or exchanges attributable to the Company. If a return for the Member’s convenience is exceptionally approved, the Member shall bear the shipping and other related costs.
Any return shipment must be made strictly in accordance with the Company’s instructions, and no product may be returned without the Company’s prior approval.

Article 14. Inspection

After receiving the products, the Member shall promptly inspect their type, quantity, appearance, packaging, and quality.
The Member shall notify the Company, within the time limit prescribed in the preceding Article, of any issue that can be identified by ordinary inspection, including incorrect type or quantity and visible damage.
If the Member sells or supplies the products to a third party, the Member shall conduct any necessary inspection at its own responsibility before such sale or supply.
If any defect or abnormality is suspected, the Member shall immediately cease use, processing, sale, or supply of the product to any third party and contact the Company.

Article 15. Storage and Handling of Products

The Member shall comply with all storage methods, temperature and humidity requirements, best-before dates, use-by dates, and handling precautions stated on the product page, product label, specification sheet, instruction manual, or any other information provided by the Company.
Refrigerated, frozen, and other temperature-controlled products shall be stored at the specified temperature immediately after receipt.
The Company shall not be liable for any quality deterioration, accident, or damage arising from storage, transportation, processing, display, hygiene management, or handling by the Member.
A product’s best-before or use-by date does not constitute a guarantee by the Company of any particular remaining resale period. Unless separately guaranteed at the time of order, the remaining period at shipment or delivery may vary depending on the product and production lot.

Article 16. Sale and Labeling of Products

If a Member sells the Company’s products to a third party, the Member shall comply with the Food Labeling Act, Act against Unjustifiable Premiums and Misleading Representations, Measurement Act, Act on Securing Quality, Efficacy and Safety of Products Including Pharmaceuticals and Medical Devices, Customs Act, and all other applicable laws, regulations, industry standards, and governmental guidance.
The Member shall not make any false, exaggerated, or misleading representation regarding a product’s name, origin, ingredients, net quantity, quality, efficacy, effects, certification, manufacturer, or seller.
Without the Company’s prior written consent, the Member shall not remove, alter, replace, or relabel any product label, lot number, best-before date, origin indication, quality indication, or other product information.
If the Member subdivides, repackages, processes, or mixes a product with another product for resale, the Member shall, at its own responsibility and expense, obtain all required permits and licenses and provide the necessary equipment, labeling, quality control, and hygiene management.
The Member shall be responsible for any issue arising from its sales methods, representations, advertising, processing, storage, or explanations provided to third parties.

Article 17. Prohibited Conduct

A Member shall not engage in any of the following conduct in connection with the Services or the Company’s products:

Any conduct that violates laws, regulations, public order and morals, or these Terms.
Applying for membership or placing an order using false information.
Using another person’s name or a fictitious name.
Lending, transferring, selling, or sharing an account with a third party.
Placing an order without the intention or ability to pay.
Using a product for an improper, unlawful, or unintended purpose.
Copying or using the Company’s product images, descriptions, materials, trademarks, or logos without authorization.
Misrepresenting a product’s origin, quality, contents, certification, or seller.
Improperly altering product labels, lot numbers, date indications, or other product information.
Infringing the intellectual property rights, trade secrets, privacy, reputation, or any other rights or interests of the Company or a third party.
Defaming or damaging the reputation of the Company or any third party.
Unauthorized access, placing an excessive load on the website, altering data, transmitting viruses, or otherwise interfering with system operations.
Cornering the supply of products, unreasonably inflating resale prices, or otherwise disrupting the market or orderly transactions.
Forcing direct transactions with the Company’s business partners, manufacturers, suppliers, or other related parties without involving the Company, or otherwise improperly interfering with the Company’s transactions.
Violent demands, excessive demands, threatening behavior, prolonged restraint, persistent repeated contact regarding the same matter, or any other nuisance conduct.
Providing benefits to antisocial forces or using antisocial forces.
Assisting, inducing, or preparing any of the acts listed above.
Any other conduct the Company deems inappropriate.

Article 18. Suspension and Revocation of Membership

If a Member falls under any of the following, the Company may, without prior notice, suspend the Member’s membership, cancel an order, suspend shipment, terminate a contract, or revoke membership registration:
(1) The Member breaches these Terms
(2) The Member fails to pay by the due date
(3) False information is discovered in the Member’s registration details
(4) The Member remains unreachable
(5) The Member becomes subject to attachment, provisional attachment, bankruptcy, civil rehabilitation, or any other material change in credit status
(6) The Member causes damage to the Company or a third party
(7) The Member engages in prohibited conduct
(8) The Company otherwise determines that continuation of transactions is difficult
Suspension or revocation of membership shall not extinguish any payment obligation or other debt owed by the Member to the Company.
If the Company suffers damage due to a Member’s breach, the Company may claim compensation for such damage from the Member.

Article 19. Withdrawal from Membership

A Member may request withdrawal from membership in the manner prescribed by the Company.
If any unpaid amount, uncompleted order, return, exchange, complaint, or other pending matter exists, the Company may defer processing the withdrawal until such matter is resolved.
Even after withdrawal, any sales contract formed before withdrawal, payment obligation, confidentiality obligation, intellectual property provision, liability for damages, and any other provision that by its nature should survive shall remain in effect.

Article 20. Confidentiality

A Member shall not disclose or divulge to any third party, without the Company’s prior consent, any member prices, wholesale prices, quotation details, transaction terms, procurement information, product materials, non-public product information, or any other information provided by the Company as confidential.
A Member shall not use the information described in the preceding paragraph for any purpose other than transactions with the Company.
If disclosure is required by law or by an order of an administrative authority or court, the Member shall, to the extent legally permitted, notify the Company in advance.
The obligations under this Article shall survive withdrawal from membership or termination of transactions.

Article 21. Intellectual Property Rights

All copyrights, trademark rights, and other intellectual property rights relating to the Services, website, product images, text, designs, logos, trademarks, materials, videos, and other content belong to the Company or the lawful rights holder.
Without the Company’s prior consent, a Member shall not reproduce, republish, alter, distribute, publicly transmit, sell, or provide any such content to a third party.
Even if the Company permits the use of images or materials for product sales, the Member may use them only within the purpose, period, and manner designated by the Company.
The Company may revoke permission if it determines that the Member’s use is inappropriate.

Article 22. Personal Information

The Company shall obtain information relating to Members and their representatives only to the extent necessary for membership registration, screening, product sales, delivery, payment processing, handling inquiries, and operation of the Services, and shall handle such information in accordance with the Company’s Privacy Policy.

Article 23. Changes to and Suspension of the Services

The Company may change, interrupt, or suspend all or part of the Services when necessary for maintenance, updates, system failures, disasters, communication failures, security issues, or any other reason.
Except in an emergency, the Company shall endeavor to provide advance notice by reasonable means.
Except where the Company has acted intentionally or with gross negligence, the Company shall not be liable for any damage suffered by a Member due to a change, interruption, or suspension of the Services.

Article 24. Damages and Scope of Liability

If the Company breaches these Terms or an individual sales contract and causes damage to a Member, the Company shall bear liability in accordance with applicable laws and regulations.
Except where the Company has acted intentionally or with gross negligence, the Company’s liability for damages shall be limited to the amount paid by the Member to the Company for the product giving rise to the damage.
Except where the Company has acted intentionally or with gross negligence, the Company shall not be liable for lost profits, loss of business opportunity, indirect damages, special damages, loss of data, or damages arising from claims by third parties.
The Company shall not be liable for any damage arising from storage, processing, labeling, advertising, sale, use, supply to a third party, or any other act conducted under the Member’s control.
If the provisions of this Article are restricted by law, they shall apply only to the extent permitted by such law.

Article 25. Force Majeure

The Company shall not be liable for any delay in or inability to supply or deliver products or provide the Services due to earthquakes, typhoons, floods, fires, infectious diseases, war, riots, terrorism, government restrictions, import or export restrictions, customs delays, power outages, communication failures, suspension of transportation services, shortages of raw materials, suspension of supply by suppliers, or any other event beyond the Company’s reasonable control.

Article 26. Exclusion of Antisocial Forces

The Company and each Member represent and warrant that neither they nor their officers, employees, beneficial controllers, or related parties constitute an organized crime group, a member of an organized crime group, an entity affiliated with an organized crime group, a corporate racketeer, or any other equivalent antisocial force.
If either the Company or a Member determines that the other party constitutes or has used an antisocial force, it may terminate the relevant contract immediately without prior demand or notice.
A party whose contract is terminated under the preceding paragraph may not claim compensation from the other party for any damage arising from such termination.

Article 27. Amendments to These Terms

The Company may amend these Terms when necessary due to changes in laws or regulations, changes to the Services, changes to transaction terms, or any other reason.
The amended Terms shall be announced by publication on the Company’s website or by any other reasonable method.
If a Member uses the Services or orders products after the amended Terms take effect, the Member shall be deemed to have agreed to the amended Terms.
For amendments that materially affect Members, the Company shall endeavor to provide a reasonable advance notice period.

Article 28. Severability

If any part of these Terms is held invalid or unenforceable under applicable law or by a court, the remaining provisions shall continue in full force and effect.

Article 29. Good-Faith Consultation

If any doubt or dispute arises in connection with these Terms or any transaction, the Company and the Member shall consult with each other in good faith and seek an amicable resolution.

Article 30. Governing Law and Jurisdiction

These Terms and all transactions between the Company and a Member shall be governed by the laws of Japan.
Any dispute arising in connection with these Terms or any transaction shall be subject to the exclusive agreed jurisdiction of the Tokyo District Court or the Tokyo Summary Court as the court of first instance.
If another jurisdiction is mandatorily required by law, the relevant law shall apply.

Article 31. Contact Information

For inquiries regarding these Terms or member transactions, please contact us at the following:

AKATSUKI LLC
Website: https://akatsuki-global.com/
Email: info@akatsuki-global.com
Address: Win Aoyama Room 527, 2-2-1 Minami-Aoyama, Minato-ku, Tokyo 107-0062, Japan
Representative: Masakazu Nakajima
Business Hours: 10:00–17:00

Established: October 10, 2025
Last Revised: October 10, 2025

MEMBERSHIP TERMS & GENERAL TERMS OF TRADE