LAST UPDATED: SEPTEMBER 2020
1.1 In these terms and conditions (“Terms”), “we”, “us” or “our” refers to ASEAN-JAPAN AGRIGATE PTE. LTD.. “You” and “your” refers to any individual and/or organisation using or accessing our platform (including any information, services, contents, products, or features), as made available on our website at https://tokyofreshdirect.com) and applications (mobile, web-based or otherwise) (collectively referred to as “Platform”) or procuring goods or services (“Product(s)”) from us through the Platform.
1.2 These Terms govern your use and access of the Platform. By registering for a user account (“User Account”), accessing or using the Platform and/or placing an order to purchase any Product(s) (“Order”), you are deemed to have accepted these Terms. If you do not agree to these Terms, please do not register for a User Account, access or use the Platform and/or place an Order.
1.4 We may revise these Terms at any time without notice. You should visit this page from time to time and review the Terms. Each time you access or use the Platform, you signify your agreement to the latest version of these Terms that is in force.
1.5 These Terms will also apply to any update or upgrade provided by us that replaces and/or supplements the Platform unless such update or upgrade is accompanied by separate terms, in which case those separate terms shall apply.
1.6 From time to time, we may offer specific or new products and/or services on the Platform. Additional or separate guidelines, rules, terms and conditions (“Requirements”) may apply to these specific or new product and/or services. You will need to accept / comply with those Requirements to enjoy the specific or new products and/or services. These Requirements are incorporated by reference into these Terms.
1.7 We also may from time to time publish additional guidelines, rules, and conditions applicable to your use of the Platform. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms.
1.8 We reserve the right to change the URL(s) of the Platform without prior notice to you.
2. USER ACCOUNT REGISTRATION
2.1 You may be required to register for a User Account before you are entitled to access and/or use certain services on the Platform.
2.2 In signing up for a User Account, you represent and warrant that:
2.2.1 all information provided by you is true, accurate, current, and complete to the best of your knowledge and belief;
2.2.2 you will promptly update us of any change to your registration details; and
2.2.3 you are of legal age and have the requisite mental and legal capacity in accordance with the applicable laws of Singapore to enter into these Terms and use the Platform
2.3 We reserve the right to reject your application for a User Account, and to suspend your use of or terminate your User Account.
2.4 Upon successful registration of your User Account, you, as the holder of the User Account:
2.4.1 agree to keep your account ID and password confidential and shall not allow any other person to use the User Account; and
2.4.2 shall notify us immediately if you have any reason to believe that the security of your User Account has been compromised.
2.5 You shall be solely responsible for any and all activities which occur under your User Account. We are entitled to treat all activities that occur under your User Account as having been conducted with your knowledge and authority. You shall only maintain one User Account at any one time, and your User Account shall be non-transferable. For the avoidance of doubt, in cases where you have allowed any other person to use your User Account or have negligently or otherwise made your password and/or account ID publicly available, you agree that you are fully responsible for (i) the online conduct of such user; (ii) controlling the user’s access to and use of this Platform; and (iii) the consequences of any use or misuse. We cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.
2.6 You acknowledge and agree that we may access your User Account and its contents as necessary for purposes including but not limited to identifying or resolving technical problems or responding to complaints without prior notice to you.
2.7 You represent, undertake and warrant that you will:
2.7.1 provide us with all necessary information and/or produce all necessary documents as may be required by us in order to provide you with any Product(s);
2.7.2 comply with all applicable laws and regulations with respect to your activities in connection with the Platform; and
2.7.3 comply with all applicable security standards, rules, procedures and guidelines.
2.8 We may, if required or in accordance with applicable laws, check and verify the information that you have provided to us. You agree to cooperate and extend to us any assistance that we may require for such checks and verification.
2.9 We reserve the right to monitor usage of our Platform by any person and have the sole discretion to refuse access or use by any person at any time without having to give any reason or any prior notice.
3. PRICING AND PRODUCT INFORMATION
3.1 The Platform may contain content, including but not limited to photographs, price, weight, size and description of Product(s). While we take all reasonable efforts to ensure that the price, weight, description and size of the Product(s) as stated on the Platform are correct, we do not guarantee that the information will be accurate, current, updated or complete.
3.2 You acknowledge and agree that:
3.2.1 photographs and descriptions of the Product(s) are provided for illustrative purposes and to assist you in the recognition and selection of the Product(s) only. We do not guarantee that the Product(s) purchased will look identical to the representation of the Product(s) as depicted in the photographs or correspond exactly to the description of the Product(s) offered on the Platform;
3.2.2 not all sizes of the Product(s) will correspond exactly to the description offered on the Platform and we reserve the right to provide the nearest size of the Product(s) at the nearest price;
3.2.3 the price of certain Product(s) may be subject to daily fluctuation in prices and is offered for guidance only;
3.2.4 the price of the Product(s) with taxes as reflected on the Platform, do not include delivery charges, which would be charged to you separately;
3.2.5 where the actual price of the Product(s) is dependent on the weight of the Product(s), we will provide a price based on the average weight of the Product(s) and the price as indicated on the Platform is offered for guidance only. In the event that the actual weight of the Product(s) is more or less than what was indicated on the Platform, the Product(s) will be charged according to the actual weight;
3.2.6 in the event where the prices of the Product(s) has been presented wrongly or inaccurately on the Platform, we reserve the right not to accept orders for such Product(s). We are entitled to exercise our sole discretion in the event of any price discrepancy, and our decision is final; and
3.2.7 where different special offers or promotions are made available to you at the same time for the same Product(s), you are only entitled to elect one such offer or promotion. You are not entitled to elect a combination of more than one offer or promotion per Product(s).
3.3 We reserve the right to limit the quantities of Product(s) purchased on a per person, per household or per order basis. These limitations may include orders placed by or under the same User Account, the same credit card / debit card, and/or orders that use the same billing and/or delivery address.
3.4 The total amount payable as indicated upon checkout may differ from the amount payable as set out in the final bill rendered to you (“Final Bill”). Such differences in the amounts could result from substitution of Product(s), daily price changes, out-of-stock products, promotions, mislabelling or mispricing, and/or weighted items. We reserve the right to adjust the amount payable on the Final Bill and such adjustment shall be final. If the amount in the Final Bill is higher than the amount indicated upon checkout, we will collect payment for the difference upon the presentation of the Final Bill. If the amount as indicated upon checkout is higher than the amount in the Final Bill, we will refund the difference to you.
4. PURCHASE OF ALCOHOLIC BEVERAGES
4.1 Alcoholic beverages are made available for sale through the Platform. If you order any alcoholic beverage, you warrant that:
4.1.1 you are at least eighteen (18) years of age;
4.1.2 you are legally entitled to purchase any alcoholic beverages; and
4.1.3 you are not under the influence of alcohol at the point of purchase.
4.2 You shall ensure that no person under the age of eighteen (18) shall use your User Account to purchase any alcoholic beverages.
5. PLACING AN ORDER
5.1 In order to place an Order through the Platform, the minimum Order value must be SGD 55.00 (excluding delivery fees).
5.2 It is your responsibility to ensure that all details (such as billing and delivery address) provided in your Order are true, accurate and complete.
5.3 You are required to provide full payment for your Order of the Product(s) at the time of placing the Order.
5.4 Acknowledgement of receipt of your Order does not constitute acceptance of your Order. When you place an Order to purchase Product(s) through the Platform, your Order amounts to an offer to purchase. There will be no contract of any kind between you and us until we have received your payment and have issued you an Order confirmation.
5.5 We reserve the right to decline any Order without providing you with a reason.
6. VARIATION OF ORDER
6.1 You are not allowed to amend your Order once it is submitted. If you would like to amend your Order, please cancel your Order first before placing another Order.
6.2 All Product(s) are subject to availability. Subject to your consent, we may substitute an ordered Product with a similar Product(s) should the initial Product(s) ordered by you is unavailable. The final purchase amount charged to you will be adjusted to take into account any difference in price. If you do not consent to the substitution, we will provide you with a refund for the value of the unavailable Product(s).
6.3 We reserve the right not to replace any unavailable Product(s). In the event where we do not replace any unavailable Product(s), we reserve the right to cancel the Order or to proceed with the remaining Order and adjust the amount in the Final Bill accordingly.
7. CANCELLATION OF ORDER
7.1 You may cancel your Order at no charge by providing us with written notice within one day of placing your Order. In the event that you do not provide the requisite notice, we reserve the right to impose a cancellation charge.
8.1 Payment for your Order shall be made in accordance with the payment methods specified on the Platform. We reserve the right to change the method of payment at any time without notice.
8.2 We may use third party services to verify, secure and/or process your payments. The third party service provider may charge a fee for processing payments related to your transactions on the Platform.
8.3 Without prejudice to the other provisions of the Terms, we shall not be responsible for any malfunction in any computer system, software or any Internet access service provider that may affect the accuracy or timeliness of the online transmission of payment instructions. We shall not be responsible if any information provided is inaccurate or if payment instructions cannot be carried out for any reason beyond our control.
8.4 Where you are entitled to any refund under these Terms, such refund will be made in such manner as we may stipulate from time to time, subject to your provision of all relevant information and documentation as we may require to process the refund.
9.1 Delivery services will be provided for Orders placed through the Platform. The delivery of Orders will be carried out by our third party vendor(s). Please note that:
9.1.1 delivery services are only available within mainland Singapore, and are not available for deliveries to Jurong Island and any of the other islands in Singapore; and
9.1.2 delivery services are only available on Wednesdays (or if the date of delivery falls on a public holiday, the delivery will be carried out on an alternative date).
9.2 Upon processing and confirmation of your Order, we will notify you of (i) date of delivery; and (ii) the list of Product(s) to be delivered.
9.3 The following delivery fees are applicable to each Order:
|Order Value (in SGD)||
Delivery Charge (in SGD)
|SGD 100 or more (excluding delivery fees)||Delivery charge waived|
Between SGD 55 to SGD 99.99(excluding delivery fees)
9.4 The Product(s) in your Order will be delivered to the delivery address you have provided at the time of placing your Order. Delivery must be acknowledged on our Final Bill, which would be presented to you at the time of delivery, by you or an authorised recipient who is above the age of eighteen (18), failing which, we reserve the right to charge a re-delivery fee for each subsequent attempts of delivery.
9.5 Where you have instructed us and/or our service provider to leave the Product(s) in your Order outside the door of the stated delivery address, delivery is made and the Order is deemed to have been fulfilled once the Product(s) are left at the door and we will not be responsible for any consequential damage or loss.
9.6 You acknowledge and agree that while we will use reasonable endeavours to ensure the delivery of your Order on the stipulated date, we will not be liable for any delay in the delivery of your Order due to reasons beyond our or our service provider’s control (including any Force Majeure Event).
10. RISK AND TITLE
10.1 All risk in the Product(s) sold through this Platform shall pass to you upon delivery to your delivery address, but the title in the said Product(s) will only pass to you after full payment of the Product(s) has been effected.
11. RETURN, EXCHANGE AND REFUND
11.1 We do not allow the return of any Product(s).
11.2 You should check the Product(s) purchased at the time of delivery to avoid any possible dispute. If the Product(s) was damaged during delivery or if you have discovered a defect in the Product(s) at the time of delivery, please contact us at firstname.lastname@example.org within two (2) days from the time of delivery with your name, contact details and an explanation and evidential proof to support your claim that the Product(s) is unsatisfactory. We will exchange the Product(s) upon our verification that the request is justified.
11.3 We shall provide you with a refund of the payment made for the Product(s) if:
11.3.1 your Order is rejected by us for whatever reason
11.3.2 the Product is delivered in a damaged condition or is past its expiry date and we are unable to exchange it;
11.3.3 the Product is ordered and paid for but is not delivered; and/or
11.3.4 the wrong Product is delivered.
11.4 Refunds for Product(s) purchased under any promotional offer will be based on the promotional price and shall in no event exceed the amount received by us for the Product(s).
11.5 While we use all reasonable endeavours to check all Product(s) for quality and quantity accuracy, we do not warrant that the Products(s) are of merchantable or satisfactory quality, and will be safe or fit to use for any purpose. You agree to use and/or consume the Product(s) at your own risk.
12. THIRD PARTY WEBSITES
12.1 The Platform may contain links to other websites (“Third Party Websites”) which are not owned or maintained by us. These links to Third Party Websites are provided only for your information and convenience and are not an endorsement of any third party’s products or services. We make no representation whatsoever about any Third Party Website.
12.2 We have no control over and assume no responsibility for the content, privacy policies, or practices of these Third Party Websites and/or any third party’s products or services. Your access to any linked Third Party Website and use of any third party goods and services shall be at your sole risk. We shall not be liable for any loss or damage caused or alleged to be caused by or in connection with the use or reliance on any content, goods, or services available on or through any Third Party Website.
12.3 Third Party Websites may also include a link to this Platform. Such links do not necessarily mean that we are associated or affiliated with or approve of the third party or its goods and services. Your reliance on any third party statements of association or affiliation with us or our endorsement or approval is at your own risk.
13.1 We may place advertisements in different locations on the Platform and at different points during your use of the Platform. These locations and points may change from time to time.
14. OUR RIGHTS TO THE PLATFORM
14.1 The Platform and its Contents are either owned by us or licensed to us by third parties. Contents refer to all content on the Platform including but not limited to all text, graphics, audio and images, music, videos, HTML code, photographs, interactive features, software, scripts, advertisements, buttons, the arrangement and compilation of content, and any trademarks, names, logos, design, pages, information, reports, documents, and multimedia.
14.2 You acknowledge that you have no right, title, interest in and to the Platform and its Contents and you agree not to challenge the validity of our ownership of or rights to them.
14.3 The Contents are provided solely for your non-commercial use. You shall not reproduce, republish, copy, modify, adapt, translate, decompile, alter, disassemble, reverse engineer, or create derivative works from any Contents unless expressly authorized by us.
14.4 Nothing in these Terms is deemed to grant to any person or entity any right or licence to use any Contents on the Platform in any form of advertising, promotion, or marketing materials without our prior written consent.
14.5 We may modify or discontinue any information or feature that forms part of the Platform at any time, without notice, and without liability. We may also, in our discretion, cease to operate the Platform at any time
15. LICENCE TO USE THE PLATFORM
15.1 Where we provide you with programs and software, you are granted a limited, royalty-free, non-exclusive, personal, revocable and non-transferable, licence and right to download and use them for your own personal, non-commercial purposes. Our programs and software are licensed, not sold, to you, and you may only use them as permitted by these Terms. This licence does not transfer any title in the Platform to you. We retain all rights in the Platform and reserve all rights not expressly granted to you.
15.2 Our Platform and its Contents, and all proprietary and intellectual property rights associated therewith, whether registered or not, are protected by law and owned by or licensed to us. You acknowledge that you have no right, title, interest in and to the Platform, its Contents, and all proprietary and intellectual property rights associated therewith, and you agree not to challenge the validity of our ownership of or rights to the same. You shall not reproduce, republish, distribute or otherwise exploit any Content of the Platform in any way without our prior express consent, which may be withheld for any or no reason.
15.3 In order for us to provide you with the facilities and functionalities offered by the Platform, you acknowledge and agree that we may use, reproduce, distribute, create derivative works of, display and perform any information that you upload, submit, store, send or receive through the Platform for our business and operational purposes (including to transmit communications and store communications on our servers).
15.4 Your access to and/or use of the Platform may be interrupted, suspended or restricted when we provide any maintenance, support or other services in relation to the Platform.
16.1 To the maximum extent permissible by law, all warranties, representations, descriptions or advice relating to the fitness or suitability of any purpose, tolerance to any condition, similarity to any sample, merchantability or otherwise of any Product(s) are expressly excluded. No agent or representative of ours is authorized to make any warranty, representation or statement as to the Product(s) and we will not in any way be bound by any such warranty, representation and/or statement.
16.2 To the maximum extent permissible by law, we disclaim any responsibility for the Product(s) once delivered, including any damage or loss of the Product(s). It is your responsibility to ensure that the Product(s) purchased are used, consumed, stored and handled in a suitable manner and to exercise the necessary skill and care when using, consuming, storing and handling the Product(s). You expressly acknowledge and agree that we shall have no liability with respect to any advice or information which may have been given with respect to any Product(s), and we do not assume any responsibility for any inaccurate or wrong information which may be given. Your use, consumption, storage and handling of the Product(s) shall be at your own risk.
16.3 Internet transactions and communications may be susceptible to interference or interception by third parties. You acknowledge that there are inherent risks (including risks related to security, authenticity, integrity and confidentiality) in such activities over electronic networks. We expressly disclaim any liability for such risks, which you agree to assume.
16.4 Your use of our Platform is voluntary and at your sole risk. You are solely responsible for:
16.4.1 your reliance on the Platform and the information available through the Platform;
16.4.2 any liability, loss or damage that you may incur through use of the Platform; and
16.4.3 all decisions or actions resulting from your use of the Platform and its Contents.
16.5 Our Platform is provided “as is” and “as available” with no warranties whatsoever. To the maximum extent permitted by law, we disclaim all liabilities for any injury, loss, claim, damage, costs and expenses or any direct, indirect, special exemplary, punitive, incidental or consequential damages of any kind or for any lost profits or lost savings, whether arising from breach of contract, tort (including negligence), equity, strict liability, breach of statutory duty or otherwise, as a result of:
16.5.1 your access, use or inability to use the Platform;
16.5.2 any system, server, communication or connection failure;
16.5.3 any delays in operation or transmission;
16.5.4 any viruses, trackers, bugs worms, Trojan horses or other codes designed to permit unauthorised access, to disable, modify, erase, damage, steal or usurp data or otherwise harm any data or computer system;
16.5.5 any error, mistake omissions, inaccuracies, interruptions, defects or other problems associated with the Platform or of any nature; and/or
16.5.6 any other reason associated with the Platform.
17. LIMITATION OF LIABILITY
17.1 Our maximum liability to you, whether based on contract, tort (including negligence) or otherwise, for any and all injury, loss, claim, damage, costs and expenses arising from any defect or non-compliance of any Product, or for any other breach of our obligations, shall in no circumstances exceed the amount paid by you to us for the Product(s) giving rise to the claim.
17.2 We shall, in no event, be liable, in any circumstances, for any indirect, incidental, consequential, special or punitive damages, loss or anticipated loss of any kind, even if we are aware of the risk of such loss or damages.
18. INDEMNITY AND RELEASE
18.1 You agree to indemnify and hold harmless us and our parent, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, contractors, successors, and assigns (collectively known as the “Indemnitees”) in respect of any and all claims, demands, actions, proceedings, liabilities (whether civil or criminal), damages, losses, costs and expenses (including legal costs on an indemnity basis) which may be suffered or incurred by the Indemnitees or asserted against the Indemnitees by any person in respect of:
18.1.1 any unauthorised access and use of the Platform by you;
18.1.2 any breach of these Terms by you;
18.1.3 the occurrence of any event due to your act, omission, or default, including that which comprises the security or integrity of the Platform; and/or
18.1.4 any dispute between you and any third party.
18.2 You acknowledge and agree that you use the Platform at your own risk. You hereby release us, and our parent, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, contractors, successors and assigns from any claims and damages, losses and expenses, known and unknown, arising out of or in connection any way connected the Platform.
19.1 We reserve the right to limit, suspend, or terminate access to the Platform and/or your User Account immediately without prior notice, without giving you a reason and/or without further reference to you if:
19.1.1 we (in our sole discretion) believe that you are in breach, or will be in breach, of any of these Terms;
19.1.2 you have used or are using the Platform for any illegal or impermissible purpose or activity including any activity which may expose or potentially expose us to civil or criminal liability or public ridicule;
19.1.3 your User Account is inactive;
19.1.4 you are using multiple User Accounts to purchase Product(s) for delivery to the same address;
19.1.5 we deem fit to do so, including for security reasons or to protect our interests or the interests of other users of the Platform;
19.1.6 we discontinue the Platform; and/or
19.1.7 we are ordered by enforcement or other governmental agencies to do so.
19.2 If we discontinue the Platform, suspend or terminate your right to access to the Platform, or if your User Account is deactivated by you or us:
19.2.1 all amounts payable by you to us will become immediately due;
19.2.2 we may delete or deactivate your User Account and all related information in such User Account without liability to you; and
19.2.3 we may cancel any Order placed by you that is pending at the time of suspension or termination.
19.3 Termination shall not affect the term, validity or enforceability of any separate agreement between us in effect as of the date of termination.
20. FORCE MAJEURE
20.1 Without prejudice to the applicability and effect of the clauses above disclaiming or limiting liability, we will be excused from any delay or failure to perform any obligation arising under or in connection with these Terms and our fulfilment of any Order or provision of a Product, if such delay or failure results, directly or indirectly, from any act of nature or circumstance or cause beyond our reasonable control including, but not limited to, any Act of God, fire, flood, explosion, lightning, windstorm, earthquake, epidemic, disease outbreak, extraordinarily severe weather conditions, failure of machinery or equipment, shortage of materials, discontinuation of power supply, court order or governmental interference, radioactive, chemical or biological contamination, civil commotion, riot or armed conflict, war, civil war (whether declared or undeclared), acts of terrorism, strike, labour disturbances, transportation difficulties or labour shortages.
21. GOVERNING LAW AND DISPUTE RESOLUTION
21.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore and each party hereby irrevocably submits to the non-exclusive jurisdiction of the Singapore courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
22.1 These Terms set out the entire agreement between us and you on your use of the Platform.
22.2 The headings used in these Terms are included for convenience only and will not limit or otherwise affect the provisions herein.
22.3 Any amendment of these Terms, if sought by you, shall not be effective unless it is made in writing and signed by our duly authorised representative.
22.4 You may not assign your rights or transfer your obligations and duties under this agreement to any third party. We may freely assign our rights or transfer our obligations and duties under this agreement.
22.5 If any one or more of the provisions contained in these Terms shall be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
22.6 Any failure by us to insist upon strict compliance with any provision in these Terms shall not be construed as a waiver with regard to any subsequent failure to comply with the Terms.
22.7 The rights and remedies under these Terms are cumulative and not exclusive of any other right or remedy provided by law or equity.
22.8 No third party shall have any right to enforce any of these provisions under the Contracts (Rights of Third Party) Act (Cap.53B) or any other theory of law.