1.Purpose of the terms and conditions
This “HITACHInaka Proto Labolatory Terms and Conditions of Business” (hereinafter referred to as “the terms and conditions of business”) entrusts the customer with the trustee company assigned from HITACHInaka Proto Labolatory (Operated by “The Japan Hitachinaka Chamber of Commerce and Industry”. hereinafter referred to as “this site”) as the trustee The purpose of the contract is to establish the terms of a contract (hereinafter referred to as the “contract”) regarding the outsourcing of manufacturing and sales of plastic and metal products (hereinafter referred to as “the product”).
2.Flow of estimation, contract establishment, etc.
I.Estimate, flow from the establishment of this contract to delivery
- Customers upload model data of the product for which they wish to make a quote from the website’s web page.
- After receiving an e-mail from this site, we will request a quote from a consignment company that can trial manufacture the requested product.
- After receiving the request, the consignee company will send a quote to you by email.
- After confirming the estimate, the customer also confirms that there is no mistake in the desired quantity, material, desired delivery date, etc., and notes on production.
- If you wish to place an order for this product, the customer will confirm the terms and conditions of this transaction, the contents of the confirmed specifications, and precautions in production, and will place an order request by e-mail within the validity period of the estimate. This order is considered to be a formal order, and upon confirmation of the order received by the consignee company, this contract shall be concluded between the customer and the consignee company, and product production will begin.
At the time of estimation, the information assets such as various data and personal information received from the customer will not be used except for the business related to this contract unless the law provides otherwise, or the customer’s consent is obtained. Details will follow the policies of each consignee company.
- If the customer requests a quote proposal, the consignee company identifies the specifications of the product to be ordered based on the data provided by the customer and sends an e-mail with a quote for the product of that specification.
The estimate provided by the consignee company is prepared on the premise of one specific model provided to the site by the customer, and if the customer changes the model, a separate new estimate will be required.
- Estimated validity period
The effective period of the estimate is 30 days (60 days for injection molding) from the “date of quote creation” presented by the consignee. If the customer does not place a valid order for the contracting company during the term of validity, the site may withdraw the estimate at any time without notifying the customer. In addition, after 30 days (60 days in the case of injection molding), the consignee can change the estimated price without requiring notification to the customer.
- Display of consumption tax
The estimate displayed by email does not include the consumption tax (additional) for this product. There is no consumption tax on billing outside Japan, but there is a consumption tax on billing inside Japan. The sales tax on this product is stated on the invoice.
- About agreement of delivery date
The customer’s desired delivery date for the estimate displayed by e-mail is the “estimate of delivery date” based on the order status of the consignee company at the time of creating the estimate. Depending on the situation when the customer actually made an order, it may be difficult for the consignee company to ship this product within the delivery date indicated in the email.
The delivery date in this contract shall be the “final delivery date” described in the official order.
You only pay with PayPal. We will send you an email with a link to PayPal’s payment page, so please pay.
This site and the consignee company cannot accept any refund of the order price after payment.
The consignee company will ship this product to the customer by the final delivery date stated in the order confirmation. If the consignee is expected to delay delivery due to unavoidable reasons, the consignee shall contact the customer promptly and may delay the final delivery date in consultation with the customer.
I.This product is shipped by the final delivery date from the head office to the delivery location specified by the customer.
II.The consignment company will perform confirmation work (pre-shipment inspection) that this product conforms to the specifications of this contract before shipping this product to the customer. The acceptance inspection for this product will be the final acceptance after the pre-shipment acceptance conducted by the consignee company.
6.Delivery, ownership transfer, risk burden
I.Upon delivery of this product to the customer, it is considered that the product has been delivered from the consignee to the customer, and at the same time as the delivery, the ownership of the product is transferred from the consignee to the customer.
II.The risk of delivery of this product is the responsibility of the consignee unless the responsibility is returned to the customer, and the risk after delivery is the responsibility of the customer, except the responsibility of the consignee.
III.The consignee company cannot accept any return of the product for the convenience of the customer after delivery of the product.
7.Taxes, duties, etc.
All taxes (including duties) incurred in connection with this contract are the responsibility of the customer. However, this does not apply to the taxation of corporate income of a consignee company.
8.Customer compliance matters
I. Export restrictions, etc.
The customer is concerned with the export of this product (including export to foreign countries, indirect export through trading companies, and disclosure to non-residents in Japan. The same shall apply hereinafter)., Foreign exchange orders, and related government ordinances, notices, etc. (hereinafter referred to as “foreign exchange law etc.”), and the customer’s responsibility for the United States export control law, the same rules, and other applicable laws and regulations in the export destination country Investigate and comply with. In the case of exporting strategic goods, regulated cargo or regulated technology based on the foreign exchange law, etc., the permission of the Japanese government may be required, and it is illegal to export to third parties. If there is a risk of loss, it may not be possible to sell. The consignee does not take any responsibility for the export of this product by the customer.
II.Handling of this product
The customer shall use the product properly and safely at the customer’s responsibility in accordance with the original purpose of the product (in compliance with the precautions if the consignee gives the instructions). The consignment company does not take any responsibility for the customer’s actions to this product for any modification, remodeling, disassembly or this product.
9.Guaranteed by customer
The customer expresses and guarantees the following to the consignee company.
I.To read this Terms and Conditions in advance and understand its contents, and agree to these Terms and Conditions and conclude this Agreement.
II.You have the legal right to conclude this contract.
III.In connection with ordering this product, the customer has no legal rights including patent rights, copyrights, trademark rights, utility model rights, trade secrets, know-how and other intellectual property rights of third parties. Not infringe, nor may it infringe.
IV.Do not order or use this product for illegal or illegal purposes.
V.There is no mistake or mistake in the information submitted by the customer to this site or the consignee company.
The consignee company guarantees that this product conforms to the specifications agreed between the customer and the consignee company (hereinafter referred to as “the guarantee”). The consignee shall give the customer any warranty (including the guarantee described below and the liability under the Civil Code, including but not limited to the warranty described below), either explicitly or implicitly We disclaim all suitability of this product for a specific purpose, and the commercial and commercial nature of this product.
The consignee is not responsible for the design, specifications or performance of this product.
The client company may recommend or make any analysis, simulation, advice, etc. (hereinafter referred to as “recommendation change etc.”) by the client for any change regarding the design, specifications and performance of the product The recommendation for change, etc. is intended only to satisfy the technical problems or manufacturing process requirements when the consignee manufactures this product, and aims to enjoy the benefit to the customer or this product. It is not a thing. The customer understands and accepts that the customer is fully responsible for the design, specifications and performance of this product.
The materials used in this product are at the complete discretion of the customer, and the consignee will follow your instructions and choices. The consignee may not use certain international or domestic standards (ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, USP) for materials used in this product, including materials that the consignee has in stock., Including the RoHS Directive (European Conference and Council Directive on the Restriction of the Use of Specified Hazardous Substances in Electrical and Electronic Equipment, including the 2002/95 / EC Directive), etc., but not limited to any standards, standards and specifications. We do not take any responsibility for any guarantee or non-compliance.
All standards (standards) and specifications of the materials used in this product (including the general description of the materials by the consignee company) must be confirmed by the manufacturer, supplier or regulatory agency of the materials at your own risk.
If you find a defect in the product, please notify the consignee immediately and at the latest within 7 working days of the arrival of the product, in writing, clarifying the existence and the reason for the defect. It must be the consignee will add the necessary repair to the product if the consignee reasonably determines that there is a defect in the product in light of the specifications. The customer must respond promptly when the consignee company requests the return of this product for the purpose of confirmation of the existence of the defects or for the purpose of repairing the defects. The consignee does not bear any obligation or liability for the customer if such return is not made.
I.In the case where the customer violates any of the terms of this contract and a written notice is given by the consignee company in a prescribed period of time, the consignee company shall terminate this contract if the violation condition is not corrected. I can.
II.If the customer encounters one of the following items, the consignee can notify in writing and immediately terminate this contract. In addition, if any of the following issues occur, the customer naturally loses the timely profit without any notice by the consignee company and must repay all debts at once.
- When there is no payment for the order price by the due date.
- When you have received a petition for foreclosure, temporary foreclosure, or temporary disposition, or forcible execution, auction, tax non-payment disposition, or any other public power disposition.
- When a bankruptcy, civil rehabilitation, corporate reorganization or other similar proceedings are filed or filed by oneself.
- When we received suspension of business suspension or cancellation of business license and business registration from the supervisory authority.
- When a bill that has been written out or endorsed has not passed, or when a bank transaction has been suspended, or any other situation where payment is suspended or cannot be paid.
- When a resolution was resolved.
- When one of the terms of this contract is violated significantly.
- When the consignee determines that there is no possibility that the violation will be corrected within the relevant period by a notice that violates each of the provisions of this contract and establishes a reasonable period.
- Other cases where it is deemed that the trust has been significantly lost objectively and rationally, or that the trust relationship with the trustee company has been lost.
III.The exercise of the right of cancellation under this section does not prevent the client from the consignee’s claim for damages.
The consignee company asks the customer whether or not it is based on a request by a third party, whether it is based on statutory provisions, whether it is based on contractual liability, tort liability, warranty liability, and no-fault liability. And punitive, special, indirect, incidental, consequential or derivative damages or losses relating to this product, including when the consignee was able to foresee the customer’s damages. We do not take any responsibility for the loss of income or profit, loss of financial honor or business opportunity, loss due to decline in corporate value). Moreover, in no case will the liability of the consignee to the customer exceed the price of the order for this product.
13.Compensation and compensation for consignee companies
The customer shall not be liable for breach of accountability by the customer or his / her affiliated company, breach of representations and warranties, liability for default, liability for torts or any other legal reason, by the client’s intentional or negligence by the trustee company (a representative of the trustee company, employee Hereinafter, in the same manner as in this Article), if the damage is incurred, we will be liable for damages (including legal expenses and reasonable scope of attorney’s expenses) incurred by the consignee.
Also, the customer is a trustee company,(1) Drawings, designs, specifications and other offerings (or offerings) provided by the client to the consignee under this contract or for the consideration of the conclusion of this contract (Or the act of producing or trying to produce such products) includes intellectual property rights of third parties etc. (including patent rights, trademark rights, copyrights, utility model rights, trade secrets, know-how, Not limited to these) on the grounds that they may infringe or may infringe other legal rights, Or (2) a claim for damages from a third party on the basis of your other acts in connection with this Agreement (including any complaints or complaints, whether or not in a lawsuit) All damages that the consignee may suffer (including legal expenses and reasonable scope of attorney’s expenses, all types of claims, debts, losses, damages, penalties, fines and sanctions Not be limited to the above), and if the trustee bears any responsibility for the third party in connection with the request, the trustee Shall be compensated.
The consignee may not manufacture or deliver the product under this contract, or may be subject to natural disasters, strikes, public disasters, riots, fires, communication problems, civil or military enforcement, legal restrictions or regulations. By regulatory change, government decree, unforeseeable delay of transportation (including private sector), and inability to obtain the government’s permission necessary for material procurement, etc. due to events beyond control of the consignee company (collectively referred to as “force majeure”) In the event of a failure, the consignee shall not be liable for any such breach or delay.
15.Attribution of mold and die rights
The customer owns the right of ownership of all molds, molds, fixtures and software (hereinafter referred to as “molds etc.”) developed by a contract company for the production of this product We confirm and accept that you belong exclusively to the consignee company with or without payment of. However, the consignee does not use “custom molds or software” to manufacture products ordered from other customers of the consignee without the express written consent of the customer. In this section, “custom mold or software” means a mold or the like specially developed for the customer and for which the customer paid a separate fee to the consignee company, which is owned by the consignee company. It does not include versatile molds.
In addition, molds etc. are not generally compatible with equipment other than the specific molding equipment used by the consignee company, and injection molding etc. is carried out with other molding equipment using the mold etc. created by the consignee company.
The parties to any of this Agreement may not transfer the contractor’s status of this Agreement and all or part of the rights and obligations under this Agreement to a third party without the prior written consent of the other party.
The transmission of all notices and other declarations of intent regarding this Agreement will be in writing, the address of the customer (or the addressee of the consignee if addressed to the consignee company) described in the order application and the address change by the customer after this agreement. If you do, you will be sent by email or fax to the newly designated address in writing to the consignee company.
The customer can not cancel out the debt to the consignee under this contract by offsetting.
The Terms and Conditions and the “Display of Specifications” of the Product described at the top of the Terms and Conditions include the complete and all terms and conditions between the customer and the consignee regarding the Agreement. The consignee does not accept any terms or additional contractual terms that are different from the terms of this deal unilaterally described by the customer in the quote, purchase order or other document. Terms and conditions different from or in addition to these Terms and Conditions do not take effect and are not legally valid unless agreed in writing and signed by an authorized officer of the trustee company. The customer’s quotation, order form or other written description or issue shall be deemed to be prepared solely for the purpose of internal use of the customer, and the conditions described therein shall not be binding on the parties.
Regardless of the reason for termination, even if this Agreement is terminated, the provisions under Article 8 of these Terms and Conditions shall remain in force with you.
21.Court of competent jurisdiction
For all disputes related to this contract, the Tokyo District Court shall be the exclusive court of jurisdiction for the first trial.
22.Language used, applicable law
This contract is interpreted in Japanese. Furthermore, this contract is governed by the laws of Japan.
23.Matters to be discussed
If there is any doubt about the contents of this Agreement or any matters not specified in this Agreement, the parties concerned will resolve it after consultation in good faith.