Effective 2026 · 原 WAGYU — Generous Food Co.
These Wholesale Terms and Conditions of Sale (the "Terms") govern all sales of Products by 原 WAGYU (the "Seller") to its business customers. By submitting an order, paying a deposit, or accepting delivery, you (the "Buyer") agree to be bound by these Terms.
"Seller", "we", "原 WAGYU" means Generous Food Co. operating under the brand 原 WAGYU. "Buyer", "you" means the business, restaurant, butcher, distributor, or other commercial customer purchasing Products. "Products" means Japanese Wagyu and other beef products and cuts supplied by the Seller. "Order" means a request to purchase Products; "Order Confirmation" means the Seller's written acceptance of an Order.
These Terms apply to and are incorporated into every quotation, Order, Order Confirmation, and sale of Products, and prevail over any terms the Buyer puts forward, which the Seller expressly rejects. No variation is binding unless agreed in writing and signed by the Seller.
Quotations are invitations to order, are not offers capable of acceptance, and are valid for 7 days unless stated otherwise. Prices are in US Dollars and exclusive of taxes, duties, and delivery unless stated. All prices are indicative until confirmed and may change before confirmation due to currency, supply, market, freight, or duty conditions.
An Order is an offer by the Buyer to purchase on these Terms. No Order is accepted, and no contract is formed, until the Seller issues an Order Confirmation and/or receives the required deposit. The Seller may accept or decline any Order at its discretion. The Buyer is responsible for the accuracy of the Order.
All payments are in US Dollars. For new accounts, a 50% deposit is due upon Order Confirmation with the remaining 50% due on or before delivery. No credit terms are extended until a satisfactory payment history is established at the Seller's sole discretion, and any alternative terms must be agreed by the Seller in writing. All payments must be made by bank transfer (ACH or wire) or other irreversible electronic transfer. The Seller may charge interest on overdue amounts.
Because the Products are perishable and sourced to order from overseas suppliers, once the Seller has placed the corresponding order with its supplier, the deposit is non-refundable and the Order may not be cancelled or reduced by the Buyer. If the Buyer cancels before the supplier order is placed, the Seller may retain its reasonable costs incurred. The Seller may cancel any Order and refund in full all sums paid for cancelled Products if unable to fulfil due to supplier failure, import restrictions, or other causes beyond its reasonable control.
Delivery dates and lead times are estimates only and are not guaranteed; time for delivery is not of the essence. The Seller is not liable for delay caused by carriers, customs, weather, supply, or any cause beyond its reasonable control. The Buyer must ensure someone is available to receive the Products and refrigerate them immediately. If the Buyer fails to take delivery, risk passes and the Buyer bears re-delivery costs.
Risk passes to the Buyer on delivery. Title does not pass until the Seller has received payment in full of all sums owed. Until then the Buyer holds the Products as the Seller's bailee and must store them appropriately and identifiably as the Seller's property.
The Buyer must inspect the Products immediately on delivery. Any claim for shortage, damage, spoilage, temperature failure, or non-conformity must be made in writing within 24 hours of delivery, with supporting photographs and the affected Product retained for inspection; otherwise the Products are deemed accepted. No claim is accepted for any Product that has been frozen, cooked, further processed, portioned, resold, or served, or whose cold chain has been broken.
From the moment risk passes, the Buyer is solely responsible for proper storage, temperature control, handling, preparation, portioning, labeling, and food-safety compliance. The Seller is not liable for any deterioration, contamination, or spoilage arising after risk has passed.
Products are graded in accordance with the Japan Meat Grading Association (JMGA). As a natural product, Wagyu varies in marbling, weight, color, texture, and yield; minor variation is inherent and is not a defect. Product information and images are provided in good faith and do not form a warranty beyond the express terms here.
The Seller warrants that the Products are sourced from a USDA FSIS-eligible establishment and, when risk passes, conform to the agreed description and grade. Except as expressly stated, all warranties, conditions, and representations, express or implied, are excluded to the fullest extent permitted by law.
To the fullest extent permitted by law, the Seller's total aggregate liability shall not exceed the price paid for the specific Product giving rise to the claim. The Seller shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, or goodwill. Nothing excludes liability that cannot be excluded by law.
The Buyer shall indemnify, defend, and hold harmless the Seller and its owners, officers, and agents against all claims, liabilities, losses, damages, and costs (including reasonable legal fees) arising from the Buyer's storage, handling, preparation, sale, or service of the Products after delivery, the Buyer's breach of these Terms, or the Buyer's non-compliance with applicable law.
The Products are sourced from a USDA FSIS-eligible establishment. The Buyer is responsible for holding all licenses and permits required for its business and for complying with all applicable food-safety, handling, storage, labeling, allergen, and health regulations.
The Seller is not liable for any failure or delay caused by events beyond its reasonable control, including supply shortage, import or export restrictions, customs delays, government action, animal disease or quarantine, carrier failure, strikes, fire, flood, severe weather, pandemic, or acts of God. If such an event continues, the Seller may cancel the affected Order and refund in full all sums paid for undelivered Products.
If, for any reason not caused by the Buyer, the Seller is unable to deliver an Order or any part of it — including where Products are rejected, refused, detained, condemned, or destroyed by customs, FSIS, CBP, or any other authority, or are lost or damaged in transit — the Seller will cancel the affected portion and refund to the Buyer, in full, all sums the Buyer has paid for the undelivered Products. Such full refund is the Buyer's sole and exclusive remedy for non-delivery.
During the dealings and for 24 months thereafter, the Buyer shall not directly or indirectly contact, solicit, purchase from, or transact with any supplier, producer, processor, or source of the Products introduced or made known to the Buyer by or through the Seller, without the Seller's prior written consent. This clause protects the Seller's sourcing relationships and survives termination of dealings.
The 原 WAGYU name, logo, seal, and marks remain the property of the Seller. The Buyer is granted no rights in them except the limited right to identify and resell the Products as supplied, and shall not use the marks in any misleading manner.
Pricing, quotations, and the commercial terms of any Order are confidential and may not be disclosed by the Buyer to any third party without the Seller's prior written consent, except as required by law.
These Terms and any dispute arising out of them are governed by the laws of the applicable State, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in the agreed jurisdiction. The prevailing party in any proceeding is entitled to recover its reasonable legal fees and costs.
If any provision is held invalid, the remainder stays in effect. No failure or delay by the Seller is a waiver. The Buyer may not assign its rights or obligations without the Seller's consent; the Seller may do so freely. The Seller may amend these Terms for future Orders. Headings are for convenience only.
By submitting an Order, paying a deposit, or accepting delivery, the Buyer acknowledges that it has read, understood, and agreed to these Terms.