1.1 “The Company” means Humitsu Corporation. Company incorporated in Japanese. “The Buyer” the Person, Firm or Company for whom purchasing goods from the company, are pursuant to these terms. “The Conditions” the Standard Terms & Conditions of sale as set out in this document, together with any special Conditions agreed in writing between the Buyer and the company. “The Contract” means any contract between the company and the Buyer for the sale of goods. “The Goods” any goods which the company agrees to supply to the buyer in accordance with these Terms and conditions. “Order” mean the buyers written acceptance of the Quotation. “Order Acknowledgement” the company’s written form of confirmation and acceptance of the order.
2.1 These conditions and contracts of which they form part of, shall be explained in agreement with the Japanese Law and the buyer complies with the exclusive jurisdiction of the Japanese courts, in respect of both contractual and non-contractual matters.
2.2 If any provision or part of a provision of the Contract is found by the
Japanese court or other body of competent jurisdiction to be illegal invalid void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the contract and the remainder of such provision shall continue in full force and effect. Failure or delay by the Company in enforcing or partially enforcing any provision of the contract will not be constituted as a waiver of any of its rights under the contract. Any waiver by the Company of any breach of or any default under any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
2.3 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts Rights of Third Parties Act 1999 by any person that is not a party to it. The formation, existence, construction, performance, validity and all aspects of the Contract shall be deemed by Japanese Law and the parties submit to the jurisdiction of the Japanese Courts.
3 Applications of Terms
3.1 These Terms and conditions apply to all the Company’s tenders, offers, orders, quotations and agreements relating to the Sales of Goods to the buyer by the company. Any additional or different terms or conditions proposed by the Buyer are expressly objected to and will not be binding upon the company, unless assented to in writing and signed by a director of the company.
3.2 The company can without notice amend, consolidated, modify, extend, or replace this terms and conditions.
4 Orders and Specifications
4.1 No order placed by the Buyer shall be deemed to be accepted by the company until the company sends an Order Acknowledgement at which point and on which date the contract shall come into existence.
4.2 Any order for, or any statement of intent to purchase goods or any assent for company to perform lighting design work or be provided with lighting design from buyer shall constitute assent to these terms and conditions.
4.3 No Verbal orders will be accepted from Buyer until a written order placed by buyer has been accepted by the company; the contract will then come into existence subjected to these conditions.
4.4 All Orders should be sent by email, fax or mail and should state the Buyer’s relevant order number and company’s quotation, or order acknowledgement reference number, if provided. No terms or conditions enclosed upon, delivered with or contained in the Buyer’s purchase order confirmation of order or other document will form part of the Contract simply as a result of such Document being referred to in the Contract.
4.5 It’s the buyer’s responsibility to ensure that Order acknowledgement and other related documents are accurate. Any Typographical, clerical or other accidental errors in any Sales literature, Quotation, Acceptance of Order Acknowledgement, invoice or other documents or information issued by the company shall be subject to correction without any liability on the part of the company.
5.1 The description of the Goods shall be as set out in the Company’s brochure and website. The buyer acknowledges and agrees that all descriptive matter and advertising issued by the company and any descriptions or illustrations contained in the company documentation are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract, nor be relied upon by the buyer when entering into this agreement.
5.2 The company reserves the right to amend or change specification datasheets, brochures, website and the company’s pricelist without notice. The Buyer must ensure that the goods ordered are suitable for the intended purpose before commencing installation, bulk production or investment in tooling.
6.1 The buyer acknowledges that samples of goods constitutes to an order set out in clause 4.
6.2 The returning of samples is accepted only if returned in Good condition with its original packaging, if otherwise, the return will be refused by the company.
7.1 Cancellation of Standard goods ordered will be accepted only if made in writing (verbal order cancellation will not be accepted) and received within 48 hours of delivery, a 40% restocking charge will apply. (See the returns policy for more information).
7.2 If a special production or non-stock products are required to fulfil an order, a written cancellation request must be approved by the company, if no production has been done and no material purchased. Cancellation of Special, or non-stock products will not be accepted after goods are despatched.
8.1 Humitsu’s standard carriage charges are: ¥2814 for orders up to a value of ¥703520 and ¥4221 for orders above ¥703520 (both net of VAT). These apply to Japanese mainland postcodes. However some areas, will be subject to an additional fee so please check with our sales team in this regard.
8.2 Any special delivery requirements incur an extra charge Subject to special delivery request.
8.3 Export Buyers see clause 17.
9.1 Unless otherwise agreed in writing by the company, delivery of the Goods shall take place at the address detailed on the Buyer’s order, and any dates specified by the Company for delivery of Goods are intended to be estimation only.
9.2 Subject to the other provisions of these Conditions the company will not be liable for any loss including loss of profit, damages, charges or expenses caused directly or indirectly by any delay of the delivery of the Goods (even if caused by the company’s negligence) nor will any delay entitle the Buyer to cancel the contract. If for any reason the Buyer will not accept delivery of any of the goods, or the company is unable to deliver the goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, risk in the goods will pass to the Buyer including loss or damage caused by negligence) the Goods will be deemed to have been delivered and the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).
9.3 The Company may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver or defects on one or more instalment shall not entitle the Buyer to reject the other instalments.
9.4 The buyer must check the goods upon receipt and report any damage, loss or unsatisfactory condition on the enclosed Delivery note. The Company shall at its discretion, repair or replace free of charge any goods damaged or lost in transit, provided that that the company receives written notice of such damage or loss within 48 hours of delivery.
10.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer. The Company shall not be liable for any non-delivery of Goods even if caused by the Company’s negligence unless written notice from the buyer is given to the Company within 48 hours of the date when the Goods would in the ordinary course of events have been received. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rate Contract rate against any invoice raised for such Goods.
11.1 The Goods are at the risk of the Buyer once delivery is completed.
11.2 Ownership of the Goods shall not pass to the Buyer until the Company has received full payment or cleared funds all sums due to it from the Buyer on any account.
11.3 Until ownership of the Goods has passed to the Buyer, the Buyer must hold the Goods on a fiduciary basis as Company’s Bailee, store the Goods (at no cost to the Company) separately from all other goods in such a way that they remain readily identifiable at the Company’s property, not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company (On request the Buyer shall produce the policy of Insurance to the Company and hold the proceeds of the insurance referred to in on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank Account).
11.4 If the Buyer resells any of the Goods on a retail basis it will be responsible for complying with all applicable laws and for the provision of proper labels and instructions as requested by the Department of Trade and Industry and/or any other authority for the time being empowered to make any requirements as to the sale or installation of such Goods.
11.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
11.6.1 The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any relief for insolvent debtors, or (being a buddy corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any Court for the winding up of the Buyer or for the granting of administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or
11.6.2 The Buyer suffers or allows any execution, whether legal or equitable to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade or, the buyer encumbers or in any way charges any of the goods.
12.1 Unless otherwise agreed by the Company in writing (and except in cases of obvious error) The price for the Goods set out in the company’s price list are net, exclusive of any VAT and do not include carriage charge unless Quoted.
12.2 Unless otherwise stated all prices quoted will be valid for a period of 30 days only from its date of issue. Quotations are not binding on the company until an order has been accepted.
12.3 Where the Company and the Buyer agree a discount in respect of the Company’s price list any such discount will only apply where confirmed in a quotation.
12.4 The Company reserves the right, to amend or change the pricelist without notice. This is to reflect any increase in the cost to the Company. This could be due to an increase in labour or production. Terms & Conditions| Humitsu Corporation.
13 Payments and Credit Accounts
13.1 The Company shall provide a credit account to buyers who have developed a trading history with the company. This will be apparent once the buyer deals with the company on a regular basis and orders five (5) separate proforma invoices (this is subject to an agreed amount by the director of the company) over a period of 90 days.
13.2 The company will carry out credit checks using a third party underwriter, before any credit limit or value is authorised. (The value will be decided by the Director of the company).
13.3 The company’s standard account terms are 30 days nett of invoice. Unless otherwise agreed in writing by the director.
13.4 Where the company chooses, or are required by applicable law, to provide or make available an invoice, the company reserves the right to provide or make available electronic invoices and the buyer agrees to such form of invoicing. Buyers who purchase goods by card payments shall receive invoices in the post.
13.5 The Buyer shall make all payments under the Contract without any deduction whether by way of set-off, counterclaim, discount abatement or otherwise unless the Buyer has a valid Court Order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
13.6 If the Buyer fails to pay the Company any sum on the due date then this will mean:
13.6.1 If the buyer has a credit account the company may reduce the credit limit or withdraw it and put the account on proforma invoice basis, where the buyer will make payment in advance before despatching goods.
13.6.2 The company to withdraw or decrease the discount that was given to the buyer.
13.6.3 The Buyer to be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate published from time to time by the Bank of England accruing on a daily basis until payment is made whether before or after any judgement.
14 Limitation of Liability
14.1 The following provisions of this Condition 16 set out the entire financial liability of the Company including any liability for the acts or omissions of its employees, agents and subcontractors) in respect of any breach of these Conditions and any representation, statement or omission including negligence arising under or in connection with the Contract.
14.2 All terms implied by statute or common law and the conditions implied in section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence its employees, agents or representatives; for breach of the company’s responsibilities under section 12 of the sales of goods act 1979 and section 2 of the sale and supply of goods and services act 1982 or section 2(3) of the consumer protection act 1987; or for fraudulent misrepresentation.
14.3 The Company’s total liability in contract tort (including negligence or breach of statutory duty, misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Contract shall be limited to the price paid by the Buyer and,
14.3.1 The Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill otherwise) costs, expenses, loss of anticipated savings, loss of use, loss of contracts or other Claims for consequential compensation (howsoever caused which arise out of or in connection with the Goods.
15 Intellectual Property
15.1 The buyer acknowledges that the company (or its licensor) will retain all rights on all patents, copyright, registered and unregistered designs, trademarks and other intellectual property rights which subsist in any goods, inventions, Drawings/designs created or made by an employee or agent of the company and any other materials provided in relation with the goods.
15.2 The property and any copyright or other intellectual property rights in any Buyer Materials shall belong to the Buyer and any Company Materials shall, unless otherwise agreed in writing between the Buyer and the Company belong to the Company subject only to a licence in favour of the Buyer to use the Company Materials for the purposes of receiving the Goods.
15.3 The buyer shall not have authorisation on any third party to, alter, copy or modify or otherwise tamper with the goods, their packaging or any material provided by the company, in relation to the goods.
15.4 Clause 15.1 applies to the company website. The company owns all intellectual property rights on the site, and the material published on it. These entireties are covered by copyright laws. All such rights are reserved.
16 Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including without limitation acts of God, governmental actions, war or national Emergency, riot, civil commotion, fire explosion, flood, epidemic, lock-outs, strikes or other about disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
17.1 As the goods are supplied for export from Japanese, the provisions of this condition 17 shall (subject to any terms agreed in writing between the buyer and the seller) apply not withstanding any other provisions of these conditions.
17.2 The buyer shall be responsible for complying with all legislation or regulations (including acquiring at the buyers cost all necessary licenses and authorities) governing the importation of the goods into the country of destination outside Japanese and for payment of all taxes and duties thereon.
17.3 Unless otherwise agreed in writing between the buyer and the company, the goods shall be delivered either by air or sea port on Ex-Factory JP terms. The company shall not be in any obligation to provide notice under section 32(3) of the sales of goods act 1979. Buyers will provide all necessary assistance and information to the company to enable for goods or any instalment to be delivered accurately.
17.4 The company shall have no liabilities for any loss, damage or delay in transit or any extra charges due to these occurrences.
18.1 All The Company’s products sold directly by the company are guaranteed for five (5) years from the date of delivery with proof of order/purchase. Without this, the warranty cannot be honoured.
This does not include LED strip which has been modified by the customer and not in-house at Humitsu. This is guaranteed for two (2) years from the date of delivery with proof of order/purchase. Without this, the warranty cannot be honoured.
18.2 Under the warranty, if the goods are unable to function as a result of a manufacturing defect, poor workmanship or a faulty component, The Company has the option to replace or rectify the goods free of charge. This is subject to the warranty terms and returns policy.
18.3 The Company will not accept liability for installation errors, including situations where the environmental conditions are not suitable for the IP-Rating of the goods.
18.4 The Company’s liability shall not exceed the invoice value of the goods accepted as defective. No allowance will be issued for buyers or third parties, consequential damage or other expense incurred.