UNIQLO BULK PURCHASE Terms of Use
UNIQLO BULK PURCHASE Terms of Use (these “Terms”) apply to the customer (the “Customer”) who place orders for products and related services from PT Fast Retailing Indonesia (the “Company”) through UNIQLO BULK PURCHASE (https://www.uniqlo.com/id/en/special-feature/service/bulk-purchase the “Site”). When placing an order, the Customer shall read the entire text of these Terms and agree to these Terms. Requests for quotations for products, the conclusion of sale and purchase agreement, the sale of products, the provision of processing services, and all transactions incidental thereto conducted between the Company and the Customer under these Terms are hereinafter collectively referred to as the “Transaction”.
Article 1 (Formation of Sale and Purchase Agreement)
1. The Customer shall, in accordance with the instructions and procedures on the Site, specify the desired products, quantity, delivery destination, which must be within Indonesia), and other conditions (collectively, the “Order Details”), and request a quotation from the Company for the Order Details. In response to such a request, a provisional quotation will be automatically sent through the email; however, the content of such provisional quotation is provided for the Customer’s reference only, and the issuance of such provisional quotation does not constitute a binding offer by the Company and does not guarantee that a sales contract will be formed on the terms set out in such provisional quotation.
2. If the Company receives the request set forth in the preceding paragraph, the Company will send to the email address designated by the Customer a quotation for the Order Details (the “Quotation”), if the Customer uses processing services (meaning services for adding embroidery, printing, alterations, or other processing to products as designated by the Customer), the Quotation will include a mock-up image showing the expected finished appearance of the processing). However, due to inventory status, procurement status, processing capacity, or other circumstances at the time of such request, the Company may issue the Quotation on terms different from those requested by the Customer or may decline to issue the Quotation.
3. When, within the validity period of the Quotation, the Customer agrees to purchase the products from the Company under the terms stated in the Quotation and the mock-up by replying to the Company’s email address, a sale and purchase agreement for the products (the “Sale and Purchase Agreement”) shall be formed in accordance with the conditions stated in the Quotation.
4. If the Customer requests any change, addition, or modification to the conditions in the Quotation, the Customer shall be deemed not to have accepted the Quotation, and no Sale and Purchase Agreement shall be formed. In this case, the Company shall issue a revised Quotation, and a Sale and Purchase Agreement shall be formed in accordance with the conditions stated in such revised Quotation when the Customer accepts such quotation or similar document within its validity period.
5. Notwithstanding paragraph 3, if, after the Company sends the Quotation and before the Customer accepts the Quotation, the Customer pays the Fees (as defined in Article 2) to the Company, the Customer shall be deemed to have accepted the purchase of products under the conditions stated in the Quotation, and a Sale and Purchase Agreement shall be formed in accordance with the conditions stated in the Quotation at the time of such payment. However, if the amount paid does not match the Fees stated in the Quotation or if the Company otherwise deems it necessary, the Company may withhold formation of the Sale and Purchase Agreement or request confirmation from the Customer.
Article 2 (Payment)
1. After the formation of the Sale and Purchase Agreement, the Customer shall pay the full amount of the product purchase price, processing fees, shipping fees, and other charges (collectively, the “Fees”) by the payment deadline.
2. If the Company is required to make a refund, for example, because the amount paid by the Customer exceeds the Fees, such refund shall be made by the method prescribed by the Company, and any bank transfer fees and other costs required for such refund shall be borne by the Customer. However, if the refund is required due to a cause attributable to the Company, the bank transfer fees and other costs shall be borne by the Company.
Article 3 (Delivery of Products)
1. Subject to the Company’s receipt of payment of the Fees set forth in Article 2, paragraph 1, the Company will deliver the products to the delivery destination specified in the Sale and Purchase Agreement.
2. If delivery cannot be made due to any error or deficiency in the address for the delivery destination provided by the Customer, the Company shall not be liable for any costs or damages, including costs related to redelivery and change of delivery destination.
3. Any indication regarding delivery lead time, scheduled delivery date, or other timing for products is an estimate only, and the Company does not guarantee such timing.
Article 4 (Transfer of Title and Risk)
Title of and risk in the products that are the subject of the Sale and Purchase Agreement (the “Purchased Products”) shall transfer from the Company to the customer upon delivery at the delivery destination specified in the Quotation.
Article 5 (Provided Materials and Provided Data)
1. If the Customer provides data, designs, logos, images, or other materials to the Company for use in connection with the products (the “Provided Materials”), the Customer represents and warrants the following:
3. The Customer agrees that the Company may continue to store the Provided Materials and processing data created using the Provided Materials (the “Provided Data”) after the completion of the Transaction for the purposes of performing obligations under the Sale and Purchase Agreement, after-sales service, re-order handling, quality control, dispute handling, and other operationally necessary purposes. The Company shall not be obligated to store the Provided Data, and if the Customer requests deletion, the Company will respond to such request to a reasonable extent, except where retention is required by laws and regulations or for business purposes.
Article 6 (No Warranty)
The Company makes no warranty that the Purchased Products will conform to the Customer’s particular purpose, have the expected functions, quality, commercial value, accuracy, or usefulness, or that orders, applications, or other actions made through the Site will comply with laws and regulations applicable to the Customer or the internal rules or similar standards of industry organizations. Nothing in this Article excludes or limits any rights or remedies that cannot be excluded or limited under applicable laws and regulations.
Article 7 (Prohibition of Resale)
1. Products purchased under these Terms may be used solely by the Customer and its officers, employees, members, and other related persons. Without the Company’s prior written consent, including by email, the Customer shall not engage in any of the following acts, regardless of whether or not for profit:
Article 8 (Returns and Exchanges)
If there is any defect in the Purchased Products, the Customer may request a return or exchange in accordance with the procedures prescribed by the Company. Please contact "Uniqlo Indonesia Corporate Sales" <corporate-sales@uniqlo.co.id> about details of such procedures.
Article 9 (Limitation of Liability)
1. Regardless of the cause of action, except where the Company acts intentionally or with gross negligence or where liability cannot be limited under applicable laws and regulations, the Company shall not be liable for any damages or losses incurred by the Customer in connection with these Terms or the Sale and Purchase Agreement.
2. Even if the Company is liable notwithstanding the preceding paragraph, the Company’s liability shall be limited to the Fees paid by the Customer to the Company for the products. However, this shall not apply where such damages or losses are caused by the Company’s intentional misconduct or gross negligence, or where liability cannot be limited under applicable laws and regulations.
Article 10 (Indemnification for Third-Party Claims)
If the Customer causes damages or losses to a third party in connection with the Transaction (including breach of these Terms or the Sale and Purchase Agreement), except to the extent caused by the Company’s intentional misconduct or gross negligence, the Customer shall resolve such matter at its own cost and responsibility, and if the Company incurs damages or losses, the Customer shall indemnify the Company against all such damages and losses (including reasonable attorneys’ fees).
Article 11 (Force Majeure)
If the performance of all or part of the Company’s obligations under these Terms becomes impossible or difficult due to natural disasters, war, riots, civil unrest, strikes, outbreaks of infectious diseases, governmental regulations, enactment, amendment, or repeal of laws and regulations, orders or dispositions by administrative agencies, or other causes beyond the control of the Company or the Customer, the Company shall be released from such performance obligations.
Article 12 (Intellectual Property Rights)
1. Copyrights, trademark rights, and all other intellectual property rights in or to text, images, designs, and other materials used on the Site belong to the Company or other legitimate rights holders, and the Customer shall not engage in any act that infringes or may infringe such rights.
2. The Customer shall not, directly or through any third party, engage in any of the following acts without the Company’s prior written consent, including by email:
1. The Customer may cancel or change the Sale and Purchase Agreement only with the Company’s written agreement, including by email.
2. Notwithstanding the preceding paragraph, if the Company determines that any of the following items applies, the Customer may not cancel or change the Sale and Purchase Agreement:
Article 14 (Cancellation of Sale and Purchase Agreement and Other Necessary Measures)
1. If any of the following events occurs, the Company may cancel the Sale and Purchase Agreement:
Article 15 (Prohibition of Assignment of Rights and Obligations)
Without the Company’s prior written consent, the Customer shall not assign, transfer, cause any third party to assume or succeed to, pledge as collateral, or otherwise dispose of all or part of its status, rights, or obligations under these Terms or the Sale and Purchase Agreement to or for the benefit of any third party.
Article 16 (Confidentiality)
1. Neither party shall disclose to any third party, without the other party’s prior written consent, information disclosed by the other party in connection with the Transaction (whether disclosed in writing, electronically, orally, or by any other means) (the “Confidential Information”), and neither party shall use such information for any purpose other than the Transaction. The following information shall not constitute Confidential Information:
3. Notwithstanding paragraph 1, either party may disclose Confidential Information only to its own officers and employees, parent company, contractors, attorneys, certified public accountants, and other professionals who need to know such information for the Transaction. However, the recipient shall impose confidentiality obligations equivalent to those set forth in this Article on such disclosure recipients.
Article 17 (Exclusion of Anti-Social Forces)
1. The Customer represents and warrants to the Company each of the following matters:
Article 18 (Severability)
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected.
Article 19 (Governing Law and Jurisdiction)
1. These Terms shall be governed by the laws of the Republic of Indonesia.
2. The Parties agree to settle all disputes arising out of or in connection with this Agreement or its implementation, the Parties will try to resolve such disputes by deliberation to reach a consensus. In the event that the dispute or difference of opinion cannot be resolved by way of deliberation for consensus within 30 (thirty) consecutive days, the dispute must be resolved through the South Jakarta District Court.
Article 20 (Other Provisions)
The Parties agree to waive the application of the provisions of Article 1266 of the Indonesian Civil Code to the extent that such provisions require a court order in connection with the termination of this Agreement.
Article 1 (Formation of Sale and Purchase Agreement)
1. The Customer shall, in accordance with the instructions and procedures on the Site, specify the desired products, quantity, delivery destination, which must be within Indonesia), and other conditions (collectively, the “Order Details”), and request a quotation from the Company for the Order Details. In response to such a request, a provisional quotation will be automatically sent through the email; however, the content of such provisional quotation is provided for the Customer’s reference only, and the issuance of such provisional quotation does not constitute a binding offer by the Company and does not guarantee that a sales contract will be formed on the terms set out in such provisional quotation.
2. If the Company receives the request set forth in the preceding paragraph, the Company will send to the email address designated by the Customer a quotation for the Order Details (the “Quotation”), if the Customer uses processing services (meaning services for adding embroidery, printing, alterations, or other processing to products as designated by the Customer), the Quotation will include a mock-up image showing the expected finished appearance of the processing). However, due to inventory status, procurement status, processing capacity, or other circumstances at the time of such request, the Company may issue the Quotation on terms different from those requested by the Customer or may decline to issue the Quotation.
3. When, within the validity period of the Quotation, the Customer agrees to purchase the products from the Company under the terms stated in the Quotation and the mock-up by replying to the Company’s email address, a sale and purchase agreement for the products (the “Sale and Purchase Agreement”) shall be formed in accordance with the conditions stated in the Quotation.
4. If the Customer requests any change, addition, or modification to the conditions in the Quotation, the Customer shall be deemed not to have accepted the Quotation, and no Sale and Purchase Agreement shall be formed. In this case, the Company shall issue a revised Quotation, and a Sale and Purchase Agreement shall be formed in accordance with the conditions stated in such revised Quotation when the Customer accepts such quotation or similar document within its validity period.
5. Notwithstanding paragraph 3, if, after the Company sends the Quotation and before the Customer accepts the Quotation, the Customer pays the Fees (as defined in Article 2) to the Company, the Customer shall be deemed to have accepted the purchase of products under the conditions stated in the Quotation, and a Sale and Purchase Agreement shall be formed in accordance with the conditions stated in the Quotation at the time of such payment. However, if the amount paid does not match the Fees stated in the Quotation or if the Company otherwise deems it necessary, the Company may withhold formation of the Sale and Purchase Agreement or request confirmation from the Customer.
Article 2 (Payment)
1. After the formation of the Sale and Purchase Agreement, the Customer shall pay the full amount of the product purchase price, processing fees, shipping fees, and other charges (collectively, the “Fees”) by the payment deadline.
2. If the Company is required to make a refund, for example, because the amount paid by the Customer exceeds the Fees, such refund shall be made by the method prescribed by the Company, and any bank transfer fees and other costs required for such refund shall be borne by the Customer. However, if the refund is required due to a cause attributable to the Company, the bank transfer fees and other costs shall be borne by the Company.
Article 3 (Delivery of Products)
1. Subject to the Company’s receipt of payment of the Fees set forth in Article 2, paragraph 1, the Company will deliver the products to the delivery destination specified in the Sale and Purchase Agreement.
2. If delivery cannot be made due to any error or deficiency in the address for the delivery destination provided by the Customer, the Company shall not be liable for any costs or damages, including costs related to redelivery and change of delivery destination.
3. Any indication regarding delivery lead time, scheduled delivery date, or other timing for products is an estimate only, and the Company does not guarantee such timing.
Article 4 (Transfer of Title and Risk)
Title of and risk in the products that are the subject of the Sale and Purchase Agreement (the “Purchased Products”) shall transfer from the Company to the customer upon delivery at the delivery destination specified in the Quotation.
Article 5 (Provided Materials and Provided Data)
1. If the Customer provides data, designs, logos, images, or other materials to the Company for use in connection with the products (the “Provided Materials”), the Customer represents and warrants the following:
- The Provided Materials do not infringe any patent rights, utility model rights, trademark rights, design rights, copyrights, or other intellectual property rights of any third party;
- The Provided Materials do not infringe any portrait rights or publicity rights of any third party; and
- Use of the Provided Materials by the Company does not infringe any rights of a third party and does not violate any other applicable laws and regulations.
3. The Customer agrees that the Company may continue to store the Provided Materials and processing data created using the Provided Materials (the “Provided Data”) after the completion of the Transaction for the purposes of performing obligations under the Sale and Purchase Agreement, after-sales service, re-order handling, quality control, dispute handling, and other operationally necessary purposes. The Company shall not be obligated to store the Provided Data, and if the Customer requests deletion, the Company will respond to such request to a reasonable extent, except where retention is required by laws and regulations or for business purposes.
Article 6 (No Warranty)
The Company makes no warranty that the Purchased Products will conform to the Customer’s particular purpose, have the expected functions, quality, commercial value, accuracy, or usefulness, or that orders, applications, or other actions made through the Site will comply with laws and regulations applicable to the Customer or the internal rules or similar standards of industry organizations. Nothing in this Article excludes or limits any rights or remedies that cannot be excluded or limited under applicable laws and regulations.
Article 7 (Prohibition of Resale)
1. Products purchased under these Terms may be used solely by the Customer and its officers, employees, members, and other related persons. Without the Company’s prior written consent, including by email, the Customer shall not engage in any of the following acts, regardless of whether or not for profit:
- shipping or forwarding products outside the country, or designating as the delivery destination a service provider for the purpose of such forwarding;
- resale, redistribution, rental, or any other transfer of products to a third party;
- display of products at trade fairs or other events;
- duplication of products; or
- any other act similar to the foregoing items.
Article 8 (Returns and Exchanges)
If there is any defect in the Purchased Products, the Customer may request a return or exchange in accordance with the procedures prescribed by the Company. Please contact "Uniqlo Indonesia Corporate Sales" <corporate-sales@uniqlo.co.id> about details of such procedures.
Article 9 (Limitation of Liability)
1. Regardless of the cause of action, except where the Company acts intentionally or with gross negligence or where liability cannot be limited under applicable laws and regulations, the Company shall not be liable for any damages or losses incurred by the Customer in connection with these Terms or the Sale and Purchase Agreement.
2. Even if the Company is liable notwithstanding the preceding paragraph, the Company’s liability shall be limited to the Fees paid by the Customer to the Company for the products. However, this shall not apply where such damages or losses are caused by the Company’s intentional misconduct or gross negligence, or where liability cannot be limited under applicable laws and regulations.
Article 10 (Indemnification for Third-Party Claims)
If the Customer causes damages or losses to a third party in connection with the Transaction (including breach of these Terms or the Sale and Purchase Agreement), except to the extent caused by the Company’s intentional misconduct or gross negligence, the Customer shall resolve such matter at its own cost and responsibility, and if the Company incurs damages or losses, the Customer shall indemnify the Company against all such damages and losses (including reasonable attorneys’ fees).
Article 11 (Force Majeure)
If the performance of all or part of the Company’s obligations under these Terms becomes impossible or difficult due to natural disasters, war, riots, civil unrest, strikes, outbreaks of infectious diseases, governmental regulations, enactment, amendment, or repeal of laws and regulations, orders or dispositions by administrative agencies, or other causes beyond the control of the Company or the Customer, the Company shall be released from such performance obligations.
Article 12 (Intellectual Property Rights)
1. Copyrights, trademark rights, and all other intellectual property rights in or to text, images, designs, and other materials used on the Site belong to the Company or other legitimate rights holders, and the Customer shall not engage in any act that infringes or may infringe such rights.
2. The Customer shall not, directly or through any third party, engage in any of the following acts without the Company’s prior written consent, including by email:
- displaying on the Customer’s website or other media any statement suggesting a business relationship, alliance relationship, or other relationship with the Company;
- using the trade name, company name, brand name, or other name of the Company or UNIQLO;
- using in its business any trademark that is likely to cause confusion with the Company’s trademarks, trade names, logos, or other indicia; or
- obtaining registration of, or obtaining registration for, the Company’s intellectual property rights or trademarks that are likely to cause confusion with them.
1. The Customer may cancel or change the Sale and Purchase Agreement only with the Company’s written agreement, including by email.
2. Notwithstanding the preceding paragraph, if the Company determines that any of the following items applies, the Customer may not cancel or change the Sale and Purchase Agreement:
- the Company has already commenced processing work (including embroidery, printing, alterations, and any other processing);
- the Company has already commenced shipping arrangements; or
- the Company otherwise reasonably determines that cancellation or change is impracticable.
Article 14 (Cancellation of Sale and Purchase Agreement and Other Necessary Measures)
1. If any of the following events occurs, the Company may cancel the Sale and Purchase Agreement:
- the Customer breaches these Terms, or the Company determines based on reasonable grounds that the Customer is likely to breach these Terms;
- after the formation of the Sale and Purchase Agreement, the Customer fails to pay the full amount of the Fees by the payment deadline stated in the Quotation;
- the Company reasonably determines that performance of obligations under the Sale and Purchase Agreement is difficult, such as where the Customer does not respond to an inquiry from the Company within a reasonable period; or
- the Company is unable to deliver products to the Customer due to an unknown delivery address, the Customer’s prolong absence, or other reasons not attributable to the Company.
Article 15 (Prohibition of Assignment of Rights and Obligations)
Without the Company’s prior written consent, the Customer shall not assign, transfer, cause any third party to assume or succeed to, pledge as collateral, or otherwise dispose of all or part of its status, rights, or obligations under these Terms or the Sale and Purchase Agreement to or for the benefit of any third party.
Article 16 (Confidentiality)
1. Neither party shall disclose to any third party, without the other party’s prior written consent, information disclosed by the other party in connection with the Transaction (whether disclosed in writing, electronically, orally, or by any other means) (the “Confidential Information”), and neither party shall use such information for any purpose other than the Transaction. The following information shall not constitute Confidential Information:
- information that was already publicly known at the time of disclosure;
- information that the recipient lawfully possessed before disclosure;
- information that becomes publicly known without fault of the recipient; or
- information lawfully obtained from a third party without being subject to a confidentiality obligation.
3. Notwithstanding paragraph 1, either party may disclose Confidential Information only to its own officers and employees, parent company, contractors, attorneys, certified public accountants, and other professionals who need to know such information for the Transaction. However, the recipient shall impose confidentiality obligations equivalent to those set forth in this Article on such disclosure recipients.
Article 17 (Exclusion of Anti-Social Forces)
1. The Customer represents and warrants to the Company each of the following matters:
- the Customer is not an organized crime group, a company affiliated with an organized crime group, a corporate racketeer, any person similar thereto, or any member thereof (collectively, “Anti-Social Forces”);
- the Customer will not allow Anti-Social Forces to use the Customer’s name, and will not conduct the Transaction for the purpose of benefiting Anti-Social Forces; and
- the Customer will not, by itself or through a third party, engage in threatening words or conduct, or violence against the Company, or use fraud or force to interfere with the Company’s business or damage the Company’s credibility or reputation.
- If the Customer breaches the preceding paragraph, the Company may cancel the Sale and Purchase Agreement or take other necessary measures without any notice or demand.
Article 18 (Severability)
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected.
Article 19 (Governing Law and Jurisdiction)
1. These Terms shall be governed by the laws of the Republic of Indonesia.
2. The Parties agree to settle all disputes arising out of or in connection with this Agreement or its implementation, the Parties will try to resolve such disputes by deliberation to reach a consensus. In the event that the dispute or difference of opinion cannot be resolved by way of deliberation for consensus within 30 (thirty) consecutive days, the dispute must be resolved through the South Jakarta District Court.
Article 20 (Other Provisions)
The Parties agree to waive the application of the provisions of Article 1266 of the Indonesian Civil Code to the extent that such provisions require a court order in connection with the termination of this Agreement.
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(0) 8001401963
Customer Support Operating hours:
Monday - Sunday: 9am - 6pm
(Including Public Holidays)
Toll Free Phone Number
0-800-14-01963
0-800-14-01963
Customer Support Operating hours:
Monday - Sunday: 9am - 6pm
(Including Public Holidays)
Monday - Sunday: 9am - 6pm
(Including Public Holidays)
