Terms and Conditions

Terms and Conditions

Welcome to Nippon Thread Works!

By accessing and using our website and services, you agree to comply with and be bound by the following terms and conditions. If you do not agree with these terms, please do not use our website or services.

Definitions

Interpretation: The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in Japan.

“Business Hours” refers to the period from 9:00 am to 6:00 pm on any Business Day.

“Conditions” are the terms and conditions set out in this document, as amended from time to time in accordance with clause ‎Changes to Terms and Conditions.

“Contract” signifies the agreement between the Supplier and the Customer for the sale and purchase of the Goods, following these Conditions.

“Customer” denotes the person or firm purchasing Goods from the Supplier.

“Force Majeure Event” encompasses an event, circumstance, or cause beyond a party’s reasonable control.

“Goods” are the goods (or any part of them) specified in the Order.

“Order” is the Customer’s request for the Goods, as outlined in the Customer’s purchase order form.

“Specification” includes any specification for the Goods, along with related plans and drawings, agreed upon in writing by the Customer and the Supplier.

“Supplier” refers to Nippon Thread Works (Registered Number).

“Website” is https://nipponthread.com/.

Basis of Contract

Application of Conditions

These Conditions govern the Contract, excluding any terms sought to be imposed by the Customer, whether implied by law, trade custom, practice, or course of dealing.

Business Customers

These Conditions apply exclusively to business customers. The Supplier does not sell Goods to consumers. A business customer is defined as an individual purchasing products primarily for trade, business, craft, or profession.

Order as an Offer

The Order serves as an offer by the Customer to purchase Goods under these Conditions. The Customer is responsible for ensuring the accuracy and completeness of the Order and any accompanying Specification.

Acceptance of Order

The Order is deemed accepted only upon the Supplier issuing a written acceptance, marking the point at which the Contract is established.

Waiver of Conflicting Terms

The Customer waives any right to rely on terms inconsistent with these Conditions found in their documents.

Descriptive Materials

Samples, drawings, and advertising are for illustrative purposes only and do not form part of the Contract.

Quotation Validity

A quotation for Goods is not an offer and is valid for 7 Business Days from the date of issue.

Goods

Illustrative Images

• The images of the Goods on the Supplier's Website are for illustrative purposes only.
• While efforts are made to display colors accurately, the Supplier cannot guarantee exact color representation on the Customer's computer display.

Color Matching

• Pantone/color references are required for Goods needing print, embroidery, or garment color matching.
• Colors exchanged in correspondence are as accurate as the virtual design process allows and may vary based on display settings, software, and environmental factors.
• Color matching via image, rather than a Pantone reference, cannot be guaranteed due to ink mixing, printing phases, environmental factors, and color conversion.

Handmade Goods

• Despite efforts for accuracy, all sizes, weights, capacities, dimensions, and measurements in an Order are estimates due to the handmade nature of the Goods.
• No guarantee is provided that they will be achieved.

Packaging Variations

• The packaging of your Goods may vary from the images shown on our site.

Customer Specification

• If Goods are manufactured based on a Customer-supplied Specification, the Customer indemnifies the Supplier against liabilities, costs, expenses, damages, and losses related to intellectual property claims.
• This indemnification survives Contract termination and covers all types of losses, including direct, indirect, consequential, loss of profit, loss of reputation, and legal expenses.

Information for Manufacturing

• The Customer shall provide necessary information for manufacturing Goods in accordance with the Specification, as reasonably requested by the Supplier.

Specification Amendments

• The Supplier reserves the right to amend the Specification if required by applicable statutory or regulatory requirements.

Prototypes and Samples

New Design Prototypes

• The Supplier may provide or allow a customer to order one unit of a new design, defined by a single style/color/size of a product, with a maximum order quantity of one unit. This is for the purpose of clarifying new designs to conform with the design specification supplied by you (Prototype).

Non-Refundable Prototypes

• Prototypes are non-refundable under any circumstance, regardless of the quantity ordered or design variation.

No Warranties or Guarantees

• The Supplier provides no warranties or guarantees regarding the fit, form, function, quality, or design of any Prototype.

Warranty Condition for Goods

• No warranty or guarantee regarding the fit, form, function, quality, or design of any Goods in an Order shall be given if a Prototype has not been ordered and agreed upon concerning the new design against the Specification provided by the customer.

Complimentary Samples

• Complimentary or pre-production samples (Samples) may be provided by the Supplier while the Goods are in pre-production or development.

Commencement of Goods Manufacture

• The Supplier shall not commence the manufacture of the Goods until the Customer has:
  • Communicated its approval of the Samples to the Supplier in writing (such approval not to be unreasonably withheld or delayed).
  • Provided the Supplier with all information, including, but not limited to, sizing, designs, and references related to the Goods to enable the Supplier to complete the Order.

Irrevocable Confirmation

• The Customer’s approval of the Samples constitutes irrevocable confirmation that the Goods manufactured in conformity with the Samples (or differing only within normal industrial limits/tolerance) will comply with the Specification.

Additional Samples

• The Customer may request additional Samples, and the Supplier shall advise the Customer of any costs associated with producing additional Samples.

Customer's Risk for Physical Items

• Any physical items sent to Nippon Thread Works by the Customer for use in the production process are sent at the sole risk of the Customer, and no warranties or guarantees can be provided that physical items can be returned.

Return of Physical Items

• Any physical items sent to Nippon Thread Works by the Customer that can be returned are to be returned at the expense of the Customer.

Delivery

Delivery Note

The Supplier shall ensure that each delivery of the Goods is accompanied by a detailed delivery note. This note outlines the type and quantity of the Goods (including applicable code numbers) and include any special storage instructions.

Delivery Location

The Supplier shall deliver the Goods to the location specified in the Order or any other agreed-upon location (Delivery Location). This occurs at any time after the Supplier notifies the Customer that the Goods are ready.

Completion of Delivery

Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

Delivery Timing

Any dates provided for delivery are approximate, and the specific time of delivery is not crucial. The Supplier holds no liability for delays caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions or relevant instructions for the supply of the Goods.

Supplier's Liability

If the Supplier fails to deliver the Goods, the liability is limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the Goods. The Supplier bears no responsibility for a failure to deliver caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions.

Non-Receipt by Customer

If, ten Business Days after the Supplier notifies the Customer that the Goods are ready for delivery, the Customer has not taken actual delivery, the Supplier reserves the right to resell or otherwise dispose of part or all of the Goods. After deducting reasonable storage and selling costs, the Customer may be charged for any shortfall below the price of the Goods.

Quantity Discrepancies

If the Supplier delivers up to or down to 10% more or less than the ordered quantity, the Customer may not reject the Goods. However, upon receiving notice of a wrong quantity, the Supplier, at its sole discretion, may either provide additional Goods to make up any shortfall or make a pro rata adjustment to the invoice. In the case of an excess, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

Instalment Delivery

The Supplier may deliver the Goods in instalments, each separately invoiced and payable. Each instalment constitutes a separate contract. Any delay or defect in an instalment does not entitle the Customer to cancel any other instalment.

Quality

Warranty upon Delivery

The Supplier warrants that, upon delivery, the Goods shall:

• Conform in all material respects with their description and any applicable Specification (subject to clause ‎Prototypes and Samples).
• Be free from material defects in material and workmanship.

Limitations of Liability

The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause Warranty upon Delivery if:

• The defect arises because the Customer failed to follow the Supplier’s oral or written instructions regarding the storage, commissioning, installation, use, and maintenance of the Goods or, if none exist, good trade practice regarding the same.
• The defect arises as a result of the Supplier following any drawing, design, or specification supplied by the Customer.
• The Customer alters, amends, customizes, or repairs such Goods without the written consent of the Supplier.

Title and Risk

Risk Transfer

The risk in the Goods transfers to the Customer upon notification that the Goods have been dispatched for delivery.

Title Ownership

Title to the Goods remains with the Supplier until full payment (in cash or cleared funds) for the Goods and any other supplied goods becomes due. Upon payment of all such sums, title to the Goods passes to the Customer.

Price and Payment

Price Determination

The price of the Goods is as specified in the Order. In the absence of a quoted price, the price listed in the Supplier's current published price list at the time of delivery applies.

Price Adjustment Notice

The Supplier reserves the right to increase the price of the Goods by providing notice to the Customer up to 5 Business Days before delivery. This increase may be applied to cover:

• Factors beyond the Supplier's control, such as foreign exchange fluctuations, tax and duty increases, and rises in labor, materials, and other manufacturing costs.
• Customer-requested changes to delivery dates, quantities, types of Goods ordered, or the Specification.
• Delays caused by Customer instructions or the Customer's failure to provide adequate or accurate information or instructions.

Costs and Responsibilities

• The price of the Goods does not include packaging, insurance, and transportation costs, which are invoiced separately to the Customer.
• The price of the Goods excludes the expenses related to import or export duties and taxes, for which the Customer is responsible.

Invoicing and Dispatch

The Supplier shall issue an invoice to the Customer upon accepting the Order. The Supplier shall not dispatch any Goods until full payment for the Goods is received.

Payment Terms and Manufacturing

The Customer is required to settle each invoice in accordance with the terms agreed upon in the Order or any credit terms established by the Supplier and confirmed in writing to the Customer.

• Payment must be made in full and in cleared funds to a bank account nominated in writing by the Supplier.
• Timely payment is crucial to the essence of the Contract, and the Supplier shall not proceed with the manufacturing, production, or dispatch of any Goods until full payment is received.

Limitation of liability

Application of Limitations

The limitations of liability outlined in this clause apply to any liability arising under or in connection with the Contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.

Non-Limitable Liabilities

Nothing in this Contract limits any liability that cannot legally be limited, including liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Breach of the terms implied by applicable consumer protection laws.

Total Liability

Subject to non-limitable liabilities in clause Non-Limitable Liabilities, the total liability of Nippon Thread Works to the Customer shall not exceed an amount equal to the Order.

Exclusion of Certain Losses

The following types of loss are wholly excluded, subject to non-limitable liabilities in clause Non-Limitable Liabilities:

• Loss of profits.
• Loss of sales or business.
• Loss of agreements or contracts.
• Loss of anticipated savings.
• Loss of use or corruption of software, data, or information.
• Loss of or damage to goodwill.
• Indirect or consequential loss.

Survival of Clause

This clause shall survive termination of the Contract.

Termination

Right to Terminate by Nippon Thread Works

Nippon Thread Works reserves the right to terminate this Contract with immediate effect by giving written notice to the Customer if:

• The Customer commits a material breach of any term of the Contract and fails to remedy that breach within 7 days of being notified in writing to do so.
• The Customer takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors.
• The Customer ceases to carry on business or undergoes a substantial part of its business ceasing.

Suspension of Goods Provision

Nippon Thread Works may suspend provision of the Goods under the Contract or any other contract between the Customer and Nippon Thread Works if the Customer becomes subject to events listed in clause Right to Terminate by Nippon Thread Works, or if Nippon Thread Works reasonably believes that such events may occur.

Termination by Customer

The Customer may terminate these Terms of Service at any time by notifying Nippon Thread Works that they no longer wish to use the Services or when they cease using the site.

Termination for Cause

If, in the sole judgment of Nippon Thread Works, the Customer fails to comply with any term or provision of these Terms of Service, Nippon Thread Works may terminate this agreement at any time without notice. The Customer will remain liable for all amounts due up to and including the date of termination.

Refund and Outstanding Payments

On termination of the Contract for any reason, the Customer shall immediately pay to Nippon Thread Works all outstanding unpaid invoices and interest. In respect of Goods supplied but for which no invoice has been submitted, Nippon Thread Works shall submit an invoice, payable immediately on receipt.

Accrued Rights and Remedies

Termination of the Contract, however arising, shall not affect any rights and remedies that have accrued as at termination, including the right to claim damages for any breach of the Contract.

Post-Termination Provisions

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Contact Information

If you have any questions or concerns regarding these terms and conditions, please contact info@nipponthread.com.