1.1 Definitions

The following shall have the meanings set out below.

"Company", "Supplier", and "Provider" may be used interchangeably, and shall refer to TAKACHI Electronics Enclosure Co. Ltd., and its related distribution / logistics center.

"Contract" is defined in Clause 2.1.

"Customer", and "Purchaser", may be used interchangeably, and shall refer to an individual, an employed person, or entity purchasing from the Company.

"Goods", "Inventory", "Stock", "Products", "Items", and "Services" may be used interchangeably, and shall refer to all products and related services etc. provided by the Company to the Customer.

"Personnel" shall refer to an individual, or persons employed at the Company, or related / partner companies that provides services and goods to the Company.

"Price", or "Pricing" is defined in Clause 6.

"Purchase Order", and "PO", shall refer to order purchase requirement of the Customer, and issued to the Supplier for the purchase of Goods.

"Lead-time" shall refer to the time required for manufacturing of Standard Goods, time required to prepare Goods for shipment, time required for Customization, and/or other related matters pertaining to time required from inquiry and ordering, up till the shipment and arrival of Goods at the Customer.

"Standard" shall refer to off-the-shelf, non-customized standard Goods.

"Customization" shall refer to services provided as a value-added service, not limited to machining and printing, to standard off-the-shelf, non-customized standard Goods.

"Freight" shall refer to freight courier services via AIR, and would apply to the companies listed as follows: DHL, FedEx, UPS, and TNT.

"Freight Forwarder" shall refer to freight forwarding service, either via AIR or SEA, and is to be arranged by the Customer.

"Documentation" shall refer to all relevant documentation, provided by the Company, pertaining primarily, but not limited to the purchase of Goods.

1.2 Interpretation

Unless the context specifically requires otherwise, the singular includes both the plural and vice versa, reference to a gender includes all genders, and reference to "including" and "includes" is to read as if followed by 'without limitation'.


2.1 Contract

(a) The contract may / may not consists of the following documentation:

  1. (i) Purchase Order
  2. (ii) Proforma Invoice ("PI")
  3. The Terms and Conditions ("T&C") shall be applicable in all cases and situations.

(b) The contract shall be laid out in the PI by the Company to the Customer, and will only be in effect upon the confirmation of payment, but may not apply if:

  1. (i) Inventory is insufficient at time of payment confirmation
  2. (ii) Incorrect / insufficient payment
  3. (iii) Incorrect information listed in the PI

2.2 Agreement

The PI shall take precedence / over-ride over any other non T&C Documentation, including but not limited to, e-mail correspondences with, an official PO provided by the Customer, and verbal communications.

2.3 Acceptance


3.1 Unless otherwise stated, validity for Documentation, and for Customization processing costs, etc. are generally listed for 30 days upon date of creation, but may be revised at the Company's discretion without notice, and with immediate effect.

3.2 Inventory validity is only valid at time and date of creation of Documentation; the company does not guarantee that inventory remains available throughout the validity period of the Documentation.


4.1 The Customer must be in compliance with the payment methods and terms as set out by the Company.

4.2 Payment terms are pre-payment (Advance) only, unless otherwise stated.

4.3 Payment currency are in USD (US Dollars), unless otherwise stated.

4.4 All payments made must be accompanied with a valid PI provided by the Company.

4.5 The Customer shall be responsible for ensuring that the payment amount requested is correct, even if the payment request is sent to the Customer from the Company.

4.6 The Company reserves the right to revise the payment amount required if it has been deemed that, upon payment confirmation and order processing, that the PI provided by the Company to the Customer has unintentionally omitted required fees, including but not limited to human error, and program error.

4.7 If the payment made is, unless otherwise stated, or previously agreed upon, deemed to be incorrect, insufficient, etc., the Company reserves the right and discretion to reject the payment by the Customer; fees etc. incurred from this shall be the responsibility of, or charged to the Customer.

The Customer agrees that all payment will be made through either paypal / credit card, or TT bank transfer with the terms:

(a)Paypal / Credit Card

Payment is to be made through PayPal's payment processing system.

  1. (i) Handling fees will only apply if the total payable exceeds USD800.00.
  2. (ii) Handling fees applied will be around (±3.7% + USD0.30) of the total payable (purchases + freight).
  3. (iii) Handling fees may somewhat differ, being slightly more, or less, depending on the circumstances.
  4. (iv) For certain countries and Customers, a PayPal account may be required for payment to be made.
  5. (v) Certain countries may not be able to make payment via PayPal / credit card due to non-support of service.

(b)TT Bank Transfer

Payment is to be made through a standard bank telegraphic transfer.

  1. (i) Handling fees for bank transfer shall be separated into REMITTANCE handling fee, and POTENTIAL handling fee.
  2. (ii) A remittance handling fee of USD30.00 shall be charged if the total payable is under USD100.00.
  3. (iii) A potential handling fee of USD30.00 shall be charged for all bank transfer payments at the first instance.
  4. (iv) Future potential handling fees charged may be more, or less than, USD30.00 depending upon previous remittance history.
  5. (v) The potential handling fee is charged to offset unpaid transaction or correspondence fees, etc. which may be incurred after the transaction has been performed.
  6. (vi) All bank fees, correspondence fees, etc. are the responsibility of the Customer.

4.8 Payment once processed will be considered as final and non-refundable, unless otherwise stated by the Company, or in extenuating and exceptional circumstances.

4.9 The Customer, if under terms differing from Clause 4.2, shall agree to ensure that payment will be performed timely and properly, to the exact amount as specified in related Documentation provided from the Company. In the event of non-payment, late payment, or any other non-approved payment type or method, the Customer may be deemed to be in breach of Contract and the agreed terms, unless other stated, discussed with, or agreed upon by both parties. The Company will be entitled to seek recourse for claims and compensation, and to terminate all Contract and existing relationship with the Customer, effective immediately, if deemed necessary.


5.1 All Goods purchased by the Customer must have a Freight, or Freight Forwarder shipment service listed or chosen at time of order.

5.2 Shipping terms (Incoterms) will be EXW (EX Works) only, unless otherwise stated.

5.3 If a pre-selected Freight service is not available at time of shipment, the Company reserves the right to change Freight service without prior notification to the Customer; the Company will be relieved of all liabilities that may occur should the change affect any aspect of the shipment.

5.4 If the Customer requests the usage of their Freight courier account, the Customer is required by the Company to fill in a Freight Authorization Form, which is to be provided upon request. Only Freight companies listed are applicable. For other shipping methods, such as Freight Forwarding or other AIR / SEA freight, the Customer is responsible for the arrangement shipment, of which the required details will be provided by the Company to the Customer upon the completion of packaging of Goods.

5.5 The Customer will be responsible for all related fees in association to the shipment of Goods to the Customer, including but not limited to custom duties and taxes, and change of delivery address.

5.6 The Company will be responsible for Goods up till point of collection by denoted Freight or Freight Forwarder company, upon which the responsibility of the shipment will transfer from the Company to the Customer.

5.7 The Company will not be held liable should the shipment encounter complications, including but not limited to being lost in transit, damaged, or sent to location that is incorrect.

5.8 Should shipment be returned to the Company, because of, but not limited to reasons such as non-payment of custom duties and taxes, the Customer is liable for:

  • (a) Payment for cost of the return shipment
  • (b) Payment for the cost for re-shipping (if applicable)
  • (c) Payment for any other associated costs, including but not limited to Japan custom duties and taxes fees, and re-packing (if applicable)

Failure to adhere to any of the above will result in the returned package being deemed as unwanted, and disposed of accordingly after a reasonable period of time.

5.9 All shipments will incur a transit lead-time, which will vary depending on service, shipping conditions, customs, and so on; the Company will not be liable for any shipment disruption for any, and all reasons.


6.1 The pricing will be specified in the Company's Quotation and PI.

6.2 All currency are in USD (US Dollars), unless otherwise stated.

6.3 All pricing listed are final, unless otherwise stated.

6.4 The Company may provide bulk discounting prices at their discretion.

6.5 The Company reserves the right to change pricing at their discretion, with or without any prior notice, with immediate effect, and applicable to both outstanding and new orders.

6.6 The Company will hold or stop any shipment of outstanding orders if it has been deemed that the difference in pricing and its payment has not been resolved; the Company will not be held liable for any business disruption occurring from the non-shipment.


7.1 The Company does not have a minimum purchase quantity (MOQ) requirement.
This will apply to both Standard, and Customized Goods.

7.2 Purchase of certain Goods may require a Customization service to be performed.

7.3 All purchases made in a single order will be shipped in 1 order, unless otherwise stated by the Company; the Company reserves the right to reject orders from the Customer if, including but not limited to, a single bulk order placed to take advantage of bulk purchase discount but to be paid for over several payment periods, and purposefully taking unfair advantage of an insufficient inventory situation for their benefit.


8.1 The Contract is not evidence of, nor does it create, an exclusive relationship between the Company, and the Customer in respect of supply, retail, re-sale, or any other business related activities.

8.2 The Customer is not permitted to list the Company as their official Distributor, or related business terms and wordings that may incite, confuse, or purposefully targeting other businesses into believing that an exclusive contract between the Company and Customer is present, or is in effect.


9.1 The Company may subcontract certain orders, such as that for Customization, to other Personnel for the processing of the Customer's orders.
The Company remains fully responsible for the terms of the Contact, and the quality of the Goods.

9.2 The Customer agrees that by providing the Company with information / data, it may be shared with other Personnel for the purposes of fulfilling the Customer's order.
The Company will ensure that the provided information / data will not be misused by related Personnel in any way.


10.1 The Company may make changes or adjustments, with or without prior notice, effective immediately, or at a later date, to the Goods available in the Company's line-up.
This includes, but not limited to, design changes, color changes, and operational changes.

10.2 The Company may provide notices to Customers through mediums at the Company's choice and discretion, including but not limited to e-mail notification, and website announcement.


Unless otherwise stated, or previously agreed upon by both parties, the Customer agrees that any information / data provided to the Company may be used in the Company's promotional activities, including but not limited to its use in catalogs, promotional materials and brochures, and exhibition displays.



Once payment has been made by the Customer and subsequently confirmed by the Company, it is understood that the order has been finalized and shall proceed as per the PI and the T&C, upon which cancellation is not allowed.
In the event that cancellation has been approved by the Company after discussions with the Customer, costs may be incurred for the cancellation, which will be the responsibility of the Customer.


The Company reserves the right to terminate, with immediate effect, regardless of payment and order status, of the Contract with the Customer, if it has been deemed that, at the Company's discretion, that the Customer has, including but not limited to the act of purposefully acting in a willful manner, frequently and continuously requesting unreasonable demands, and used abusive, derogatory or threatening language to the Company and related Personnel.

The Customer agrees that the Customer shall not, and will not be able to, seek any claims and recourse should the Contract be terminated by the Company for any reasons.


13.1 All returns, refunds, and replacements from the Company to the Customer are not applicable, unless the Company has been deemed to be in error, or under extenuating and exceptional circumstances, or otherwise stated.

13.2 Sufficient proof of error, or other related evidence must be provided by the Customer to the Company detailing the issue. The Company will only act upon requests, or demands, should there be sufficient reasonable premise for a verification into the matter. The Company reserves the right of final decision on the outcome after all relevant verifications have been performed. The Customer shall agree to abide by the Company's decision, regardless of the outcome.

13.3 Return of Goods

13.4 Refunds

13.5 Replacements


14.1 The Customer shall be responsible for, and to perform all checks, confirmation, and verification before committing to the order by means of payment.
Once payment has been performed by the Customer, it would be accepted by all parties that the Customer has performed the necessary due diligence, upon which the Company shall not be held liable for any claims and / or responsibility thereafter should it arises.

14.2 If the Customer is under different payment terms from that specified in Clause 4.2, both parties agree that the necessary verification and due diligence to be performed by the Customer will be considered to have been performed if:

The Customer will be responsible for all confirmation, and is required to actively check and verify any unspecified and / or unconfirmed details.
The Company shall not be held liable for any claims and / or responsibility thereafter should any discrepancy or issues be found after processing.

14.3 Pursuant to Clause 14.1 and 14.2, the Customer will agree that the Company's primarily means of information dissemination relating to, but limited to, orders and lead-times, shall be via e-mail correspondence, or via the provision of the PI; the Company shall not be required to, or made to, separately contact the Customer, such as via telephone, to convey or provide any, and such information to the Customer.
It will be the Customer's responsibility to check, verify, and confirm any and all information disseminated and provided via the Company's standard communication medium.


If any provision of the Contract is held unenforceable, then such provision will be modified and adjusted to reflect the parties' intention. All remaining provisions of the Contract shall remain in full force and effect.


The Customer must ensure that they, and all their relevant business practices, entities, and associated functions etc. comply with all relevant laws in connection with the export / import laws as set out by Japan and other countries, which is taken to refer to any country, or countries, that the Customer is intending to import the Goods into. If required, the Customer must ensure the provision of all relevant paperwork to relevant agencies, entities or organizations, detailing all the required information. The Customer will be held liable if any laws have been broken; the Company shall not be held liable for any such breach of laws.


This Contract is governed by the Laws of Tokyo, and shall be enforceable in the courts of that province.