Terms of Sale and Supply

Last updated: 3 August 2026

1. About These Terms

These Terms of Sale and Supply (“Terms”) govern the sale and supply of modular buildings, building components, documentation and related services by:

Legal entity: UNIVERSAL TRADING LLC
Trading name: The Bark Co.
Registration number: 1050003007029
Registered address: 310-0024 Ibaraki, Mito, Bizemmachi 2-5 Tokan Mito Park Heights #216, Japan
Email: sales@barkhabitat.com
Website: barkhabitat.com

In these Terms:

“The Bark Co.”, “we”, “us” and “our” mean UNIVERSAL TRADING LLC trading as The Bark Co.
“Customer”, “you” and “your” mean the person or entity purchasing or proposing to purchase products or services from us.
“Product” means any modular building, expandable modular home, steel-frame modular home, component, fixture, material or related item supplied under an Order.
“Services” means any documentation, sourcing, customisation coordination, inspection coordination, freight coordination or other services expressly included in an Order.
“Order” means the binding agreement formed under Section 4.
“Contract Documents” means the documents identified in Section 3.
“Site” means the location to which a Product will be delivered, assembled, installed or used.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Japan.

These Terms apply unless expressly replaced or modified by a written agreement signed by an authorised representative of The Bark Co.

2. Scope of Supply

The Bark Co. supplies and coordinates internationally sourced modular buildings and related products.

Depending on the applicable quotation, our role may include:

Supplying a standard or customised Product
Coordinating product specifications with a manufacturer
Coordinating drawings and material selections
Arranging or coordinating factory inspections
Arranging international freight or delivery
Supplying product documentation
Communicating production and shipping updates

Only products and services expressly identified as included in the Contract Documents form part of the Order.

Unless expressly included in writing, The Bark Co. does not provide:

Site acquisition or assessment
Surveying
Soil testing
Geotechnical reports
Planning or development applications
Building or council approvals
Architectural certification
Local structural engineering certification
Energy assessments or ratings
Foundation design or construction
Ground preparation
Site works
Utility design or connections
Crane hire or unloading
Assembly or installation
Construction supervision
Occupancy certification
Landscaping, decks or external structures
Legal, tax, financial or regulatory advice

3. Contract Documents and Priority

The Contract Documents may include:

A formal quotation issued by The Bark Co.
These Terms of Sale and Supply
Approved drawings
Approved floor plans
Product specifications
Material or finish schedules
Variation documents
Payment schedules
Freight or delivery terms
Warranty documentation
Any project-specific agreement signed by both parties

If the Contract Documents are inconsistent, they will apply in the following order unless expressly stated otherwise:

A signed project-specific supply agreement
A signed variation
The accepted formal quotation
Approved project-specific drawings and specifications
These Terms
General brochures, website content and marketing materials

Website descriptions, renders, preliminary floor plans, supplier catalogues and general promotional materials do not override approved project-specific Contract Documents.

4. Quotations, Acceptance and Contract Formation

A quotation is an invitation to place an Order and is not a binding offer unless it expressly states otherwise.

A quotation may specify:

The Product
Preliminary or confirmed specifications
Standard inclusions
Optional upgrades
Price
Currency
Taxes
Payment schedule
Estimated production period
Freight or delivery arrangements
Exclusions
Quotation-validity period
Special conditions

A binding Order is formed only when:

You accept the quotation in the required manner;
You accept these Terms and any project-specific agreement;
We confirm the Order in writing; and
We receive the deposit or initial payment required by the quotation.

We may decline an Order before it becomes binding where reasonably necessary, including because of product unavailability, supplier limitations, regulatory restrictions, sanctions, export restrictions, pricing errors or inability to service the proposed destination.

Any purchase order or document issued by you is administrative only. Additional or inconsistent terms contained in your purchase order do not apply unless we expressly accept them in writing.

5. Customer Authority and Information

By entering into an Order, you confirm that:

You are legally capable of entering into the agreement;
If acting for an entity, you are authorised to bind that entity;
The information you provide is accurate and complete;
You are authorised to provide all submitted plans, drawings, photographs and project information;
The intended purchase and use of the Product are lawful; and
You will promptly notify us if relevant information changes.

We may rely on the project information supplied by you or your representatives.

You are responsible for losses, delays or additional costs reasonably caused by materially inaccurate, incomplete or late information supplied by you, subject to applicable law and our obligation to take reasonable steps to minimise avoidable loss.

6. Product Specifications

The Product will be supplied substantially in accordance with the approved Contract Documents.

Product specifications may include:

External and internal dimensions
Floor area
Structural system
Exterior cladding
Roofing
Insulation
Internal finishes
Doors and windows
Kitchen components
Bathroom components
Electrical provisions
Plumbing provisions
Fixtures and fittings
Material colours and finishes
Packaging and transport configuration

Technical data provided before final approval may be preliminary and subject to verification.

Dimensions, weights and floor areas may be subject to reasonable manufacturing tolerances. Natural materials, coatings and manufactured finishes may also have minor variations in colour, texture, pattern or appearance.

A variation will not be treated as acceptable merely because it is commercially convenient. Any material deviation from the approved Contract Documents must be addressed in accordance with applicable law and the agreed inspection and remedy process.

7. Product Images, Renders and Samples

Photographs, architectural visualisations, computer-generated images, display products, material samples and floor plans are provided to communicate general design and appearance.

Unless expressly included in the Contract Documents, images may show items that are not supplied, including:

Furniture
Appliances
Decorative lighting
Landscaping
Decks
Steps
Foundations
Site works
Vehicles
Freestanding accessories
Upgraded finishes
Customer-specific modifications

Colours and finishes may appear different because of lighting, photography, screens, manufacturing batches or the characteristics of natural and manufactured materials.

Approved written specifications and material schedules take priority over general images and marketing materials.

8. Customer Approvals

Where approval is requested, you must carefully review all drawings, specifications, finishes and schedules before providing approval.

Your approval confirms that:

The documented layout reflects your requested configuration;
Product selections and finishes are acceptable;
Names, measurements and project information supplied by you are correct; and
Manufacturing may proceed on the basis of the approved documents.

Customer approval does not transfer responsibility to you for undisclosed manufacturing defects or excuse us from supplying the Product in accordance with the Contract Documents and applicable law.

Changes requested after approval may be treated as Variations and may affect price and timing.

9. Variations

A “Variation” is a change to the Product, Services, specifications, drawings, materials, finishes, quantities, delivery requirements or other agreed scope.

A Variation may be requested by you or proposed by us where reasonably necessary because of:

Customer-requested design changes
Engineering requirements
Material unavailability
Manufacturer discontinuation
Regulatory or transport requirements
Site or access information supplied after the Order
A correction required to perform the Order lawfully or safely

Before implementing a material Variation, we will provide written details of the proposed change and, where reasonably ascertainable:

The reason for the Variation
Any change in price
Any change in production or delivery timing
Any change in specifications or appearance
Any action required from you

A material Variation requires your written approval unless immediate action is reasonably necessary to prevent harm or comply with law and it is not practicable to obtain prior approval.

If an originally selected material becomes unavailable, we may propose a reasonably comparable substitute. A materially different substitute will not be used without your approval.

10. Prices

The Order price is the amount stated in the accepted quotation, subject to approved Variations and other adjustments expressly permitted by the Contract Documents or applicable law.

Unless expressly stated as included, the price excludes:

International freight
Inland transportation
Customs clearance
Import duties
Goods and services taxes, value-added taxes or sales taxes
Port and terminal charges
Demurrage, detention and storage
Cargo insurance
Government fees
Inspection fees
Unloading
Crane or lifting equipment
Foundations and site works
Assembly and installation
Utility connections
Professional consultants
Approvals and certifications
Customer-requested upgrades

Prices may be expressed in United States dollars or another currency specified in the quotation.

You are responsible for bank charges, transfer fees and currency-conversion costs imposed by your bank or payment provider unless the quotation states otherwise.

We will not increase a fixed Order price merely because our anticipated profit or ordinary cost has changed. Price adjustments may occur only where allowed by the Contract Documents, an approved Variation, applicable taxes or charges, or circumstances specifically identified in the quotation.

11. Taxes, Duties and Import Requirements

You are responsible for taxes, duties, customs charges and government fees that are not expressly included in the quotation.

Where we are legally required to collect a tax, duty or charge, it will be added to the amount payable or included in the invoice as required by law.

The identity of the importer of record and responsibility for customs formalities must be stated or determined before shipment.

Unless we expressly agree to act in that role, you are responsible for:

Confirming import eligibility
Appointing a customs broker
Obtaining import licences or permits
Providing required identification and customs information
Paying import duties, taxes and government charges
Complying with destination-country import requirements

12. Payment

You must make payments in accordance with the payment schedule stated in the quotation or project-specific agreement.

Payments may include:

An initial deposit
A payment following drawing or specification approval
A payment before production completion
A payment before shipment
A final payment before release or delivery

Invoices must be paid in the stated currency and by the stated due date.

A payment is treated as received only when cleared funds are available to us.

If an amount is disputed in good faith, you must notify us promptly, explain the basis of the dispute and pay any undisputed portion when due.

We may suspend work or withhold release of the Product for overdue undisputed amounts after giving reasonable written notice and an opportunity to remedy the non-payment.

Any interest or recovery costs relating to overdue amounts will apply only where stated in the Contract Documents and permitted by law.

13. Deposits

A deposit may be required to reserve production capacity, commence design coordination, procure materials or authorise manufacturing.

The quotation will identify the deposit amount and applicable payment schedule.

To the extent permitted by law, a deposit may be applied toward costs and commitments reasonably incurred for the Order, including:

Design and drawing work
Manufacturer commitments
Custom materials
Procurement costs
Inspection bookings
Administrative and banking costs
Freight reservations
Other non-recoverable project expenses

A deposit will not automatically be treated as forfeited in every circumstance. Any amount retained following cancellation must be reasonably connected to costs, work, loss or commitments arising from the Order and remains subject to mandatory consumer law.

14. Manufacturing and Production

Estimated production timing begins only after all conditions required by the Order have been satisfied, which may include:

Receipt of the required payment
Approval of drawings and specifications
Confirmation of materials and finishes
Receipt of required customer information
Completion of requested design changes
Confirmation of shipping requirements

Production periods are estimates unless expressly guaranteed in writing.

Manufacturing may involve independent factories and suppliers. We remain responsible for our contractual obligations but are not responsible for delay caused solely by circumstances outside our reasonable control where we have taken reasonable steps to manage and communicate the delay.

We will provide reasonable updates concerning material changes to the estimated production schedule.

15. Inspection and Quality Control

Where an inspection is included, the Contract Documents should identify:

Who will conduct the inspection
The stage at which inspection occurs
The intended inspection scope
Whether photographs, video or a written report will be provided
Who bears the inspection cost

An inspection may assess visible conformity with approved specifications but may not identify every concealed, latent or site-related issue.

You may request an independent third-party inspection before shipment, subject to:

Factory access and safety requirements
Reasonable notice
Payment of associated costs unless otherwise agreed
The inspection not unreasonably delaying production or shipment

If an inspection identifies a material non-conformity before shipment, we will work with the manufacturer to assess and address it before release where reasonably possible.

Approval of inspection photographs or reports does not waive rights concerning concealed defects that could not reasonably have been identified during the inspection.

16. Packaging and Transport Preparation

Products will be packaged or prepared for transport in the manner stated in the Contract Documents or otherwise reasonably appropriate for the agreed method of shipment.

Transport may require a Product to be:

Folded
Disassembled
Separated into modules or components
Braced or wrapped
Loaded into a shipping container
Transported on specialised equipment

You acknowledge that minor adjustments, cleaning, protective-film removal, touch-ups or commissioning may be reasonably necessary after transport and installation.

Damage beyond reasonable transport-related finishing work remains subject to the delivery, inspection, warranty and consumer-rights provisions of these Terms.

17. Freight and Shipping

Freight is included only where expressly stated in the quotation.

Where we arrange freight, the quotation or shipping documents should identify the applicable delivery basis, destination and included services.

Freight estimates may change before booking because of:

Carrier pricing
Fuel surcharges
Port congestion
Route changes
Seasonal demand
Product dimensions or weight
Container availability
Customs requirements
Destination or access information

We will seek your approval before committing to a material freight-price increase that is not already authorised by the Order.

Unless expressly included, freight arrangements do not include:

Import clearance
Duties and taxes
Port storage
Demurrage or detention
Quarantine treatment
Destination inspections
Unloading or crane hire
Site delivery
Redelivery
Difficult-access charges

Any Incoterm stated in the Contract Documents will have the meaning given to it by the version of the ICC Incoterms rules expressly identified in those documents.

18. Delivery Site and Access

You must ensure that the delivery location is lawful, safe, accessible and suitable for the agreed vehicle, container, crane or unloading method.

Before delivery, you must provide accurate information concerning:

Delivery address
Road access
Gates and clearances
Weight or vehicle restrictions
Overhead cables
Trees and obstructions
Ground conditions
Turning space
Unloading area
Required permits
Delivery-hour restrictions
Site contact details

You are responsible for arranging any site-specific permits, traffic management, crane, lifting equipment, unloading personnel and secure storage not expressly included in the Order.

Additional costs reasonably caused by inaccurate site information, unsafe access, failed delivery, waiting time or redelivery may be charged to you, provided the costs are properly documented and we take reasonable steps to minimise them.

19. Delivery, Inspection and Notification

You or an authorised representative should inspect the Product as soon as reasonably possible after delivery.

Before signing a carrier’s delivery record, you should, where practicable:

Check the number of packages or modules
Inspect for visible transport damage
Record visible damage on the delivery document
Take clear photographs
Retain packaging relevant to a claim

You must notify us promptly after discovering:

Missing items
Incorrect items
Visible transport damage
Material non-conformity
Suspected defects

A notice should include:

Order or invoice number
Description of the issue
Photographs or video where appropriate
Date of discovery
Delivery records where relevant
Any urgent action reasonably required to prevent further damage

Failure to notify us immediately does not remove a right that cannot legally be excluded. However, unreasonable delay may affect our ability to investigate a carrier claim or prevent additional loss.

20. Risk and Title

Risk of loss or damage transfers at the point specified in the quotation, applicable Incoterm or project-specific agreement.

If no transfer point is expressly stated, risk transfers when the Product is delivered to you or your authorised recipient at the agreed destination, except to the extent otherwise required by mandatory law.

Legal title to the Product remains with The Bark Co. until we receive all amounts due for that Product, to the extent permitted by applicable law.

Until title transfers, you must not knowingly sell, pledge, materially alter or dispose of the Product in a way that defeats our lawful ownership interest.

Transfer of risk does not remove any right you may have concerning defects, non-conformity, transport damage for which we are responsible, or mandatory consumer guarantees.

21. Storage, Delay and Failure to Take Delivery

If the Product is ready for shipment or delivery but cannot proceed because of an act or omission within your control, we may, after reasonable written notice:

Arrange reasonable storage
Postpone delivery
Pass through documented storage or carrier charges
Arrange redelivery
Recover reasonable additional handling costs

We must take reasonable steps to minimise avoidable costs.

If the delay continues for a substantial period, either party may exercise any cancellation or termination right available under the Contract Documents or applicable law.

22. Site Works, Foundations and Installation

Unless expressly included in the Order, you are responsible for engaging appropriately licensed and qualified local professionals to assess and perform:

Site preparation
Excavation
Foundations
Structural connections
Assembly
Installation
Waterproofing at site-made connections
Utility connections
Electrical work
Plumbing work
Drainage
Fire-safety work
Inspections and certification
Rectification of site conditions

The Product must be installed in accordance with:

Approved project-specific documents
Manufacturer instructions
Applicable engineering requirements
Local laws and building requirements
Good industry practice

We are not responsible for defects or damage caused by improper storage, handling, foundations, assembly, installation, modification, maintenance or site conditions performed or controlled by others, except to the extent that we supplied incorrect instructions or are otherwise legally responsible.

23. Approvals, Compliance and Suitability

You are responsible for confirming that the Product and intended use are permitted at the Site.

Before ordering, site work or installation, you should consult appropriately qualified local professionals regarding:

Planning and zoning
Building classification
Structural requirements
Wind, snow, seismic and other design loads
Bushfire, wildfire or flood requirements
Energy efficiency
Fire safety
Accessibility
Health and sanitation
Electrical and plumbing rules
Transport restrictions
Foundation requirements
Occupancy approval

The inclusion of a Product on our website or in a quotation does not represent that it is automatically approved or certified for every jurisdiction or Site.

Where expressly agreed, we may provide available manufacturer documents to assist your local professionals. Providing documents does not itself constitute local certification, engineering approval or a guarantee that an authority will approve the project.

You should not authorise manufacturing until you have assessed approval risk with qualified local advisers.

24. Delays and Events Outside Reasonable Control

Neither party is responsible for delay or failure caused by an event outside its reasonable control, except for payment obligations already due.

Such events may include:

Natural disasters
Severe weather
Fire or flood
Earthquake
War, civil unrest or terrorism
Epidemic or public-health restriction
Government action
Export or import restriction
Sanctions
Port closure or congestion
Carrier cancellation
Shipping-route disruption
Labour dispute
Factory shutdown
Material shortage
Utility or communications failure
Cybersecurity incident
Failure of a critical third-party service despite reasonable precautions

The affected party must:

Notify the other party within a reasonable time;
Explain the expected effect where reasonably possible;
Take reasonable steps to reduce the delay or loss; and
Resume performance when reasonably possible.

If the event continues for a substantial period and materially prevents performance, the parties will discuss a reasonable solution, which may include revised timing, alternative supply or termination.

Any refund or cost allocation following termination will account fairly for completed work, supplied materials, recoverable commitments and mandatory legal rights.

25. Customer Cancellation

You may request cancellation by written notice.

Because Products may be made, configured or procured specifically for an Order, cancellation may result in costs after work or procurement has begun.

Subject to applicable law, the cancellation amount may include reasonable, properly incurred and non-recoverable costs relating to:

Completed design or documentation work
Customised production
Materials ordered
Manufacturer cancellation charges
Inspection costs
Freight bookings
Banking or transaction charges
Work completed before cancellation
Other direct loss reasonably caused by the cancellation

We will take reasonable steps to reduce avoidable loss, including considering whether materials or production capacity can reasonably be reused or reassigned.

Any remaining balance owed to you after lawful deductions will be refunded within a reasonable period.

Nothing in this section limits a cancellation, refund or remedy right that cannot legally be excluded.

26. Cancellation or Termination by The Bark Co.

We may suspend performance or terminate an Order by written notice where:

You fail to pay an undisputed amount after receiving reasonable notice and an opportunity to remedy;
You materially breach the Order and do not remedy the breach within a reasonable stated period;
You provide materially false or misleading information;
Performance would violate applicable law, sanctions or export restrictions;
You become insolvent or unable to pay debts as they fall due, subject to applicable insolvency law;
You obstruct performance for a substantial period; or
An event outside reasonable control prevents performance for a substantial period.

Termination does not affect rights and obligations accrued before termination.

Any amount retained or payable following termination must be reasonably connected to Products supplied, work completed, committed costs or loss caused by the breach, subject to applicable law.

If we terminate without customer breach or another lawful justification, we will refund amounts received for Products or Services that will not be supplied, less any amount lawfully agreed for completed and accepted work.

27. Product Warranty

Any written Product warranty supplied by The Bark Co. or the manufacturer will be provided separately or identified in the Contract Documents.

The warranty documentation should specify:

The warranty provider
Covered Product components
Warranty period
Warranty commencement date
Claim procedure
Available remedies
Exclusions and maintenance requirements

No warranty period should be assumed from website content unless it is expressly stated in the applicable Contract Documents.

A contractual or manufacturer’s warranty operates in addition to any mandatory consumer rights and does not replace them.

28. Warranty Exclusions

Subject to mandatory law, a contractual warranty may not cover a problem caused by:

Improper transport arranged independently by the Customer
Improper unloading, lifting, storage, assembly or installation
Unsuitable or defective foundations
Site movement or subsidence
Unauthorised structural alteration
Failure to follow installation or maintenance instructions
Accident, misuse, abuse or neglect
Normal wear and tear
Failure to maintain coatings, sealants, joints or exposed materials
Corrosion caused by an unsuitable environment without specified protective treatment
Pest damage
Extreme weather exceeding the confirmed design criteria
Utility faults or work performed by third parties
Condensation caused by ventilation, climate or occupancy conditions
Cosmetic variation within an accepted manufacturing tolerance
Damage caused by third-party fixtures, equipment or modifications

An exclusion applies only to the extent that the excluded event caused or contributed to the problem.

29. Defects and Remedies

If you believe that a Product is defective or does not conform to the Order, notify us under Section 19.

We may reasonably request an opportunity to:

Review supporting evidence
Inspect the Product
Consult the manufacturer
Determine the cause and extent of the issue
Assess whether immediate protective action is required

Depending on the circumstances and applicable law, an available remedy may include:

Supplying a missing component
Repair
Replacement of an affected component
Reimbursement of an agreed reasonable repair cost
Replacement of the Product
Price reduction
Refund
Another remedy agreed by the parties

You must not undertake substantial non-emergency repairs for which you seek reimbursement without first giving us a reasonable opportunity to assess and respond.

This does not prevent reasonable urgent action required to protect people or property or prevent further damage. You should document the circumstances and notify us as soon as reasonably possible.

30. Consumer Rights

Nothing in these Terms excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

Depending on the Customer, transaction and destination, mandatory rights may arise under:

Japanese consumer-protection law
The Australian Consumer Law
Other applicable consumer-protection legislation

Contractual warranties are additional to mandatory consumer guarantees.

Where a Product or Service fails to meet a mandatory consumer guarantee, the Customer may be entitled to a repair, replacement, refund, cancellation, repeat performance or compensation, depending on the applicable law and seriousness of the failure.

Any provision of these Terms that conflicts with a mandatory legal right applies only to the maximum extent permitted by law.

31. Limitation of Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for:

Fraud or fraudulent misrepresentation
Wilful misconduct
Gross negligence where it cannot lawfully be limited
Death or personal injury where limitation is prohibited
Mandatory consumer guarantees or remedies
Any other liability that applicable law prohibits us from excluding

Subject to those protections, neither party will be liable to the other for indirect or consequential loss that was not reasonably foreseeable when the Order was formed.

For a Customer acquiring the Product wholly or predominantly for business purposes, and to the extent permitted by law, our aggregate contractual liability arising from the Order will not exceed the total amount paid or payable to us under that Order.

The business-purpose limitation does not apply where doing so would conflict with mandatory law or where the loss results from conduct that cannot legally be limited.

Each party must take reasonable steps to minimise loss arising from a breach or claim.

32. Third-Party Manufacturers and Service Providers

We may engage independent manufacturers, suppliers, inspectors, freight providers, customs brokers and other service providers to perform parts of the Order.

Their involvement does not remove our responsibility to perform obligations expressly undertaken by us.

Where you directly appoint or contract with a third party:

That third party’s services are governed by its own agreement with you;
You are responsible for its fees unless otherwise stated;
We do not control its acts or omissions; and
We are not responsible for its work except to the extent that we negligently selected, instructed or represented the third party, or applicable law provides otherwise.

33. Intellectual Property

All pre-existing intellectual property remains the property of its respective owner.

This may include:

Product designs
Structural systems
Drawings
Floor plans
Engineering documents
Specifications
Manufacturing methods
Photographs
Renders
Brochures
Branding
Model names
Software and technical data

Payment for a Product does not transfer ownership of intellectual property unless a written agreement expressly states otherwise.

After full payment, you may use project-specific documents supplied to you for the lawful assessment, approval, installation, occupation, maintenance and resale of the purchased Product.

You must not use supplied documents to manufacture, reproduce or commercially supply the Product through another party without the relevant intellectual-property owner’s written permission.

You retain ownership of original materials supplied by you. You grant us a limited licence to use and share those materials as reasonably necessary to perform the Order and maintain legal and business records.

34. Confidentiality

Each party must take reasonable steps to protect confidential commercial, technical and project information received from the other party.

Confidentiality does not apply to information that:

Is already public through no breach of the Order
Was lawfully known by the receiving party
Is independently developed without using confidential information
Is lawfully received from another source
Must be disclosed by law, court order or regulatory authority

We may share necessary project information with manufacturers, suppliers, inspectors, freight providers, professional advisers and authorities involved in performing the Order, subject to reasonable confidentiality and data-minimisation measures.

35. Privacy

Personal information will be handled in accordance with our Privacy Policy and applicable privacy laws.

We may provide necessary contact, project, shipping and delivery information to:

Manufacturers
Suppliers
Inspectors
Freight forwarders
Carriers
Customs brokers
Professional advisers
Payment providers
Authorities involved in the Order

International supply may require personal information to be processed or disclosed outside your country.

36. Notices and Electronic Communications

Notices under an Order must be sent using the contact details stated in the quotation, Order or most recent written update.

Notices may be delivered by:

Email
Registered or tracked post
Another written electronic method agreed by the parties

A notice is treated as received when it is delivered, subject to evidence of failed transmission or applicable law.

The parties agree that quotations, approvals, Variations, invoices, notices and other documents may be created, signed and exchanged electronically to the extent permitted by law.

37. Assignment and Subcontracting

You must not transfer an Order to another person without our prior written consent, which will not be unreasonably withheld where the proposed transfer does not materially increase risk or cost.

We may subcontract parts of the Order to qualified manufacturers and service providers while remaining responsible for obligations expressly undertaken by us.

We will not transfer the entire Order in a manner that materially reduces your contractual rights without your consent, except as part of a lawful business restructuring or transfer where the successor assumes the relevant obligations.

38. Dispute Resolution

If a dispute arises, either party should provide written notice describing:

The issue
Relevant facts and documents
The outcome sought

The parties will first attempt to resolve the dispute through good-faith discussions.

If the dispute is not resolved within a reasonable period, the parties may agree to mediation or another suitable dispute-resolution process before commencing court proceedings.

Nothing in this section prevents either party from:

Seeking urgent protective or injunctive relief
Exercising a mandatory consumer right
Referring a matter to an applicable consumer regulator
Commencing proceedings before a limitation period expires

39. Governing Law and Jurisdiction

These Terms and each Order are governed by the laws of Japan unless a project-specific agreement expressly states otherwise.

Subject to any mandatory right to commence proceedings elsewhere, disputes will be submitted to the competent courts of Japan.

This section does not exclude any jurisdiction, protection or remedy that cannot lawfully be excluded, including mandatory consumer rights that may apply in the Customer’s country or region.

40. General Provisions

40.1 Entire Agreement

The Contract Documents contain the entire agreement concerning the Order and replace earlier discussions, representations and proposals concerning the same subject matter.

This does not exclude liability for fraud or misleading conduct or override any right that cannot legally be excluded.

40.2 Amendments

An amendment to an Order must be in writing and accepted by both parties unless the Contract Documents or applicable law expressly provide otherwise.

40.3 Severability

If a provision is invalid, unlawful or unenforceable, it will be limited or severed only to the extent necessary. The remaining provisions will continue to apply.

40.4 No Waiver

Failure or delay in enforcing a right does not waive that right. A waiver must be in writing and applies only to the matter for which it is given.

40.5 No Partnership or Agency

An Order does not create a partnership, joint venture, employment relationship or general agency between the parties.

40.6 Continuing Provisions

Provisions concerning payment, confidentiality, intellectual property, accrued rights, liability and dispute resolution continue after completion or termination where their nature requires.

40.7 Headings

Headings are included for convenience and do not limit the interpretation of these Terms.

41. Contact Us

Questions about these Terms of Sale and Supply should be directed to:

The Bark Co.
UNIVERSAL TRADING LLC
Registration number: 1050003007029
Address: 310-0024 Ibaraki, Mito, Bizemmachi 2-5 Tokan Mito Park Heights #216, Japan
Email: sales@barkhabitat.com
Website: barkhabitat.com