Terms and conditions

The following page presents the updated general terms and conditions of the IKEUCHI EUROPE company, regarding the selling, distribution and provision of the products to businesses in the form of customers (or as referred in this page: Clients).

 

  1. Products:

H. IKEUCHI & Co., Ltd. is a manufacturer of nozzles and spraying systems in Japan, certified with ISO9001:2015. IKEUCHI EUROPE B.V. (hereafter: Supplier) is the sales subsidiary for the Europe market.

The Supplier offers its own manufactured nozzles and spraying systems (hereafter: Item), as well as – upon explicit request of and for the account and risk of the Client – additional ancillary products and services to complete the unit systems. The Supplier works with other European suppliers for the ancillary products and services (control unit, reverse osmosis unit, solenoid valve, air and water filters, pumps, etc.).

The Supplier reserves the right to change specifications in terms and conditions of appearance and dimensions of the products shown in the catalog for purpose of improvements at any time without notice. The Client can never rescind the agreement, nor can the Client claim any damages or otherwise based on changed specifications.

 

In addition

a) Services we offer:

  • Technical drawings
  • CAD
  • Layout of the installation
  • Installation supervising on or off site
  • Commissioning
  • Maintenance assistance on or off site

b) Products and Services, we do not offer:

  • Chemical liquid (detergent, disinfectant, etc.)
  • Piping, tubing, fitting
  • Installation services
  • Maintenance services

 

  1. Cancellation

An order can be changed or canceled until the next business day after the Order Confirmation was sent to the Client via email. The administration of the Supplier is leading when it comes to determining the day of the Order Confirmation; an email sent by Supplier is to be considered as an email received by the Client.

Any cancellation after the aforementioned period will result in a cancellation fee of 50% of the total amount stated on the Order Confirmation. For any Products return after Products delivery, the above cancellation fee is applicable only when the products have not been used, and return shipment is for the account and risk of the Client. Customized products, specially manufactured for the Client, cannot be cancelled, modified free of charge or returned after the Order Confirmation was sent to the Client.

 

  1. Payment terms

3.1. Prices:

Net price as stated on the quotation. Prices are subject to a revision after the due date written on the quotation (30 days). VAT rate are applicable for Dutch customers (21%). In the event of substantial increases in prime costs (material prices, salaries, running cost of the factories, currency difference, etc.), the Supplier is entitled to increase the price reasonably. Additional costs, including but not limited to assembly, packaging, transportation, customs duties for outside Europe and any costs for bank or payment transactions are for the account and risk of the Client.

3.2. Payment terms:
  • Prepayment: The Client agrees to pay the proforma invoice before shipment of the products. If no payment is received, no items will be shipped.
  • 30 days payment: The Client agrees to pay within 30 days from the invoice date.
  • Payment transfer from Clients outside EU or Europe: The bank remitting and any other costs involved with payment transfers from outside Europe are for the account and risk of the Client. In any and all cases the total sum received by the Supplier needs to be equal to the net price as stated on the invoice (changes in prices reserved). The administration of the Supplier is decisive when it comes to any dispute regarding the amounts paid and/or received.
3.3. Payment methods:

Only bank transfer is accepted.

3.4. Default and late payments:

Past the due date of the payment, the Supplier will send 3 reminders to the Client via email in total. If the payment is still not completed after the reminders, the Supplier is entitled to use a third-party debt collector. Any and all costs involved with debt collection will be for the account and risk of the Client. The Client agrees to pay the balance due and all costs of collection, including but not limited to collection agency fees, court costs, and full attorney fees.

In the event of outstanding payments from the Client, the Supplier is entitled to stop any further deliveries until the settlement of the outstanding payments. For Clients with history of outstanding payments, the Supplier is entitled to demand pre-payment.

 

  1. Warranties or guarantees

a) The Supplier guarantees the quality of the Products offered. Supplier guarantees that the products meet the properties that may reasonably be expected under normal circumstances. Therefore, the Supplier warrants the Products against defects caused by wrong manufacturing, material and workmanship before the first usage. This warranty becomes void if, and in so far, the Client cannot prove that the transportation, receipt and installation took place under conditions customary in the sector and with any and all necessary precautions.

b) When the Client keeps the purchased product in storage, the lifespan warranty is 1 year. It is up to the Client to prove the purchased product was not used in any way. The Supplier shall, after examination and confirmation of defects, and with prior consent by the Supplier, replace or repair such products at no charge. If no defects are found, any and all costs for examination are for the expense of the Client.

c) Definition of Major manufacturing defects are:

  • Damaged outside material
  • Damaged glue
  • Broken parts
  • Obvious machining defaults
  • Obvious material defaults

d) If damages occur during transportation, the responsibility (Supplier or Client) is determined depending on the Incoterms stated on the Order Confirmation. If no Incoterm are stated on the Order Confirmation, shipment is for the account and risk of the Client. If shipment delays occur because of:

  • Transportation services fault, the responsibility is determined by the Incoterms. If no Incoterm are stated on the Order Confirmation, shipment is for the account and risk of the Client.
  • Force majeure, see article 5. below.

e) The Supplier takes 100% responsibility to replace free of charge in case of:

  • Difference in quantity of delivered products with the delivery note;
  • Wrong model code of delivered products with the item mentioned in the delivery note and order confirmation.

f) If there’s a difference in quantity and/or wrong model code of delivered products, the Client is held responsible to inform the Supplier immediately, or at the latest within one week after the (wrong) delivery. If the Client does not comply with aforementioned, the Client loses its right for a free of charge replacement. In case of the Client’s mistake in the purchase order, the cancellation policy applies (see article 2).

g) The Supplier shall not be liable for the Products failure if:

  • The Product is wrongfully installed;
  • The Product is not used within the scope of the instructions given by the Supplier (abnormal working conditions);
  • The defect arises because the Client failed to follow the Supplier’s instructions in terms of storage, installation, use and/or maintenance;
  • The Product is altered or repaired by the Client without the Supplier’s consent.

h) The Client must report the manufacturing defects within a reasonable period of maximum 1 month after receiving the Products and in any case before the first usage (installation).

4.1. Warranty:

a) For EU customers the following provisions will determine the responsibility of the Supplier for material defects and/or defects of title. Unless explicitly expressed in writing by the Supplier, all claims for defects are subject to a limitation period of 12 months after the date of delivery. To determine the date of delivery, the administration of Supplier is leading and consulted.

b) The limitation period of 12 months shall not be reduced further if the products are installed properly and used in its intended way of usage. It is up to the Client to prove the aforementioned is this case. In cases of (i) the defectiveness of the products that caused defectiveness of a building, as well as (ii) for claims based on the right of recourse, Dutch Civil Code (Burgerlijk Wetboek) on limitation periods shall apply.

c) When it comes to the characteristics to be expected from the products to be delivered by the Supplier, such characteristics can only be considered as warranted (and therefor covered by such warranty) if and insofar these characteristics have been explicitly expressed in writing by the Supplier. A warranty/guarantee can only be deemed issued by the Supplier if and insofar as these have been explicitly expressed as “guaranteed” in writing.

d) In case of any material defects and/or deviations in quantity and/or wrong deliveries, the Client shall immediately, or at the latest within one week after the (wrong) delivery, give notice in writing to the Supplier; if the Client fails to comply, the Client loses its right of warranty.

e) If and insofar the material defects were not detectable upon receipt, the Client shall immediately, or at the latest within one week after discovery, inform the Supplier of any hidden material defects; if the Client fails to comply, the Client loses its right of warranty. It is up to the Client to motivate – if requested proof – why such material defects were not detectable upon receipt. The installation or processing of delivered products is deemed to be a waiver of rights with respect to defects to the extent the defect were and/or should have been obvious.

f) In case of any material defect and/or deviations in quantity and/or wrong deliveries, the Client will cooperate to the fullest to have the Supplier assess the complaints of the Client. The Client is obliged to follow any and all reasonable instructions of the Supplier. Failing to do so will result in the loss of warranty.

g) The Client is held accountable to return any and all defective goods to Supplier for subsequent improvement or replacement, unless a reshipment is not possible due to the nature of delivery.

h) The Supplier shall bear the costs for transportation in case of warranty due to supplementary performance, however, only from the place where the goods were delivered according to the terms of contract. The costs of transportation is to be paid by the Supplier in such case is limited by the amount of the costs of transportation as agreed on in the purchase price; if the costs for transportation exceed these costs, the Client is held to reimburse the excess.

i) Unless provided otherwise, the warranty for defects of quality and for defects of title shall be limited to supplementary performance of the Supplier. The Supplier is within the scope of its supplementary performance obligation, entitled, at its own discretion, either to remedy the defect (subsequent improvement) or to the delivery of faultless material (replacement). If the supplementary performance required by the Supplier is delayed beyond a reasonable period of time or if the supplementary performance is unsuccessful despite repeated efforts (in all cases at least more than three efforts), the Supplier can – at its own discretion – choose to either offer the Client a reduction of the purchase price or withdraw itself from the contract. In no case the Client can desire a withdrawal from the contract if the defect of quality and/or the defect of title is deemed irrelevant.

j) In the event the Supplier chooses to offer a (faultless) partial delivery, the Client can only refuse such and withdraw itself from the entire contract if the Client can prove that it no longer has interest in partial performance.

k) Any and all claims from the Client, in particular claims for reimbursement of expenses and for damages, are excluded, unless provided otherwise in these general terms and conditions. The Supplier needs to be given the necessary time and opportunity for any supplementary performance. Only in the event of urgent cases of risk to the safety of the installation, and/or the protection against unreasonably high damages, and/or delay with the removal of defects, the Client is entitled to cure the defect itself or by a third party, but only after prior notice and after the Supplier had been given a reasonable deadline, and claim restitution of the reasonable and necessary costs thereof.

l) Legitimate notices of defects under no circumstances give the Client the right to withhold any payments, unless the Client and Supplier explicitly agree otherwise. In the event of an unjustified notice of defects, the Supplier is entitled to a reimbursement by the Client for any and all expenses resulting therefrom.

m) Any and all claims from the Client that are based on defects that are to be regarded as minor deviations from the agreed or usual characteristics or utility are excluded. There is no obligation for warranty on the side of the Supplier if the intended use of the delivered products by the Client deviate from the common use, unless explicitly agreed upon between Client and Supplier in writing.

 

  1. Force Majeure

In the event that the delivery is delayed and/or postponed as a result of so called force majeure, including but not limited to, natural disaster (fire, earthquake, heavy rainfall, hurricane, etc.), epidemic/pandemic restrictions, strike, internal lockout, national lockdown, explosion or war, the reasonable period of delay to be accepted by the Client shall be equal to the duration of the delaying condition. It is the Supplier’s responsibility to take all necessary steps to overcome the delay and/or reduce the effects of the Force Majeure to the greatest extent possible, within all reasonableness. The Supplier is obligated to notify the Client within 24 business hours from the internal notification of the Force Majeure, in writing. The explanation will include the reason and nature of the Force Majeure and the expected duration.

 

  1. Liability limitations

6.1. Safety of our products:

a) The Supplier is responsible for the safety of the item regarding:

  • The material used;
  • The finishing design and manufacturing (no cutting edges);
  • The usage within the scope of conditions mentioned in our product catalogs;
  • Package.

b) The Supplier is not responsible for any health or safety concerns once the Client has received and installed the item in case:

  • When the item is used in a pressure range outside the catalog data and parts broken;
  • When spraying a chemical liquid is not provided by the Supplier;
  • When legionella issue occurs while using our products due to stagnated water in pipes;
  • Accidental ingestion;
  • When the Client usage of deviates from the common usage, unless on forehand explicitly agreed upon in writing.

c) The liability of the Supplier for damages incurred by the Client is limited to (i) acts of intent or gross negligence, including acts of the employees of the Supplier, (ii) culpable injuries to life, body or health, (iii) culpable breaches of contract, (iv) intentional misrepresentation of a defect, (v) explicit guarantees in writing with regards to the absence of defects and (vi) the extend the Supplier is ought to be liable based on Dutch Product Liability, if and insofar Client and Supplier have not agreed to deviate from such rules.

d) Any and all claims for damages not mentioned above are excluded. In the event of a culpable breach of contract by Supplier, the liability of the Supplier is in all cases limited to the amount of the value of the order. If the liability of the Supplier is covered by a liability insurance, the liability of Supplier is limited to the coverage by the liabilityinsurance.

 

  1. Refund or return policies

7.1. Request for return and exchange of unused, resalable, undamaged goods will be accepted in case:
  • Client mistake in model or quantity

Exchange of product is allowed only once per order, after the Order Confirmation is sent and until the next business day. After the period mentioned above, the cancellation policy applies. Supplier only has to honor such request for return and exchange if a new order is made for (at least) an equal value. Delivery fee of the return will be covered by the Client.

7.2. Request for return and exchange of unused, resalable, undamaged goods will NOT be accepted in the following case:
  • If the Client is unsatisfied with an item, however, this item matches with the description and information provided to the Supplier, the Supplier is not responsible for offering a full refund. Exchanges are granted on a case-by-case basis. Otherwise the cancellation policy applies.
7.3. Return of Items with Major Manufacturing Defects will be accepted in case:
  • It is not used.
  • The defect is in the scope of the damages mentioned in previous article 4.

Then the Supplier will provide 100% replacement for major manufacturing defects within the Warranty period. Free of charge.

7.4. Return Procedure:
  • The Client must inform the Supplier in writing within 7 days of receiving the item to register a request. It is not enough just to send the goods back.
  • Products must be returned in their original packaging box in an unused and undamaged condition. No stains, discoloration, scratch marks, opened packaging, etc. will be accepted

 

  1. Delivery timelines / Shipping Policies

8.1. Delivery time:

The shipping date is as stated on the Order Confirmation sent to the Client by email.

The delivery time shall be within +/- 1 week from the Shipping date mentioned on the Order

Confirmation, depending on:

  • The arranged transportation service (Economy or Priority, courier, charter truck or mixed loading services);
  • The country of destination and its distance from the Netherlands.
8.2. Shipping policy:

Trade and shipping terms shall have the meanings defined in the Incoterms 2020.

 

  1. Privacy statement

Our Privacy Policy that includes the intellectual property is accessible on our website: https://www.ikeuchi.eu/privacy-policy/

 

  1. Complaints

Any complaints about items may be sent to our support team: info@ikeuchi.eu or via Phone. The Client must provide either its own PO number or the Supplier’s invoice number in order to specify the mentioned order. There is no guarantee of a resolution. Each case will be looked at individually based on the conditions agreements and the clauses between the two parties., and the Supplier will give a response within 12 business hours.

 

  1. Governing law

These Terms and Conditions shall be exclusively governed by the legal laws of the jurisdiction in which the Supplier is located, the Dutch law. The parties agree to submit disputes arising out of or in connection with the purchase to the exclusive jurisdiction at first instance of the courts in Amsterdam, the Netherlands.

June 2022

(These terms and conditions are subject to change.)

Hirofumi Nakamura – Managing Director

Alex Petcu – Marketing Coordinator