Article 1- General

 

These General Terms and Conditions shall govern the legal relationship between BHEEM

Elements and the Client, and shall supersede any (general) terms and conditions of the

Client, unless BHEEM Elements approves the applicability of such terms and conditions in

writing.

 

Article 2- Assignment

​

2.1 Acceptance of assignment

An assignment agreement is entered into when the Customer accepts the price estimate proposed by BHEEM Elements in respect of an assignment or the parties come to a specific agreement. To the extent that an assignment is initiated or implemented without a written contract or acknowledgement of order, the relevant parts of these General Terms and Conditions shall apply.

BHEEM Elements reserves the right to decline an assignment if BHEEM Elements considers the assignment to contain a criminal element or if the nature of the assignment in general is in breach of BHEEM Elements’ Ethical Policy or Code of Conduct. BHEEM Elements also reserves the right to decline an assignment if the Customer fails to satisfy BHEEM Elements’ credit policy.

 

2.2 Implementation and basis of assignment

The work of BHEEM Elements is carried out with accuracy and care by competent personnel and in accordance with the assignment agreement entered into by both parties. BHEEM

Elements abides by the Code of Good Practice appropriate to its line of work. Unless otherwise agreed by BHEEM Elements and the Customer, BHEEM Elements will employ the methods and standards pertinent to its work.

The Customer shall provide BHEEM Elements with the material required in order for BHEEM Elements to carry out the assignment in accordance with the assignment agreement whereupon BHEEM Elements shall notify the Customer if it is not in receipt of the full material required. If the necessary material is not received from the Customer, BHEEM Elements is entitled to an extension of delivery in addition to compensation for any expenditure incurred. If the absence of the material required renders it significantly more difficult for BHEEM Elements to carry out the assignment, BHEEM Elements has the right to terminate the assignment with immediate effect whereupon BHEEM Elements shall be entitled to compensation from the Customer for work carried out until the date of termination

in addition to the cost of terminating the assignment and loss of revenue.

 

2.3 Terms of delivery
Terms of delivery are agreed in association with each individual assignment in writing.

 

2.4 Delay in delivery

Should a delay in delivery from BHEEM Elements occur for reasons that do not involve the Customer and such delay is not accepted by the Customer, the Customer will be

compensated for the delayed part of the delivery with up to 3 % per week or a maximum of 10 % of the total order value. If a delay in delivery entitles the Customer to the maximum amount of compensation, the Customer has the right to terminate the delayed part of the assignment. If the Customer decides to terminate the delayed part of an assignment, no additional compensation other than the compensation specified herein is payable.

If a delay in delivery from BHEEM Elements is considered significant given the volume and frequency of the assignment, the Customer is entitled to terminate the assignment with immediate effect and, if relevant, is liable to pay for the completed parts of the assignment with a deduction for the compensation specified herein. No other sanctions shall apply owing to a delay in delivery from BHEEM Elements.

 

2.5 Liability for fault or defect

BHEEM Elements is liable for any fault or defect arising from the implementation of an assignment that is not of insignificant importance to the Customer unless the fault or defect is caused by a fault or defect in the original material submitted by the Customer or any other circumstances of the Customer. In the event of a fault or defect arising from the performance of BHEEM Elements, such fault or defect shall be corrected at the expense of BHEEM Elements.

If making a complaint about a delivery of material, the Customer shall file its complaint within seven (7) days from the date of delivery. BHEEM Elements reserves the right to request payment as per applicable pricelist for any amendment made as a result of a complaint filed subsequent to this period. An amendment made as a result of a complaint filed over thirty (30) days after a delivery of material is always considered to be a new assignment and dealt with accordingly.

 

2.6 Confidentiality

Confidential documents and files made available to BHEEM Elements in connection with an assignment are treated as strictly confidential and will not be disclosed to a third party without the approval of the Customer with the exception of BHEEM Elements’ members of staff or authorised advisers or consultants. BHEEM Elements shall ensure that all relevant members of staff, advisers and consultants have signed a Confidentiality Agreement vis-à- vis BHEEM Elements to the same effect. Confidential information does not include information that is or will be known to the general public or that in any other way (unrelated to the assignment) is received by BHEEM Elements.

Unless the Customer has requested in writing that BHEEM Elements use a specific alternative delivery mode, BHEEM Elements is not in breach of the confidentiality clause above if delivering the assignment to the Customer via the same delivery mode used by the Customer to supply the original and related material to BHEEM Elements.

 

2.7 Ownership and right of use of end product

The end product of the assignment submitted to the Customer is the property of the Customer for unconditional use subject to BHEEM Elements having received full payment. However, BHEEM Elements is entitled to have free disposal and use of glossaries and

translation memories created in conjunction with the assignment.

 

Article 3 Payment

 

3.1 Price of assignment
The price is agreed on an individual assignment basis.

 

3.2 Amendments and supplements

If the Customer asks for an amendment to be made to the agreed schedule, BHEEM Elements is entitled to charge the Customer for the extra work involved with such amendment as per applicable pricelist.

If the Customer wishes to make any other amendment to the assignment, BHEEM Elements

is entitled to deduct a surcharge in addition to the agreed price. Such amendment includes the addition of supplementary conditions. The surcharge deduction is made in line with the applicable pricelist whereupon BHEEM Elements is required to update the relevant terms of delivery and price in line with the amendment made.

 

3.3 Termination

The Customer is entitled to terminate an assignment prior to delivery conditional on the Customer compensating BHEEM Elements for the work carried out prior to notice of termination in addition to the cost of terminating the assignment and loss of revenue.

 

3.4 Travel time etc.

Any relevant compensation for travel time is specified in the price estimate or acknowledgement of order. A surcharge applies to travel time outside ordinary working hours unless such travel time is included in the agreed price.

In the event that compensation for travel time and subsistence allowance has not been agreed, BHEEM Elements will charge the actual cost of travel time and subsistence

allowance in compliance with the Travel and Subsistence Code or applicable collective agreement.

 

3.5 Value Added Tax

The price listed in the assignment contract or price estimate proposed by BHEEM Elements does not include value added tax except when intended for private individuals.

 

3.6 Terms of payment

BHEEM Elements will invoice the Customer upon completion of the assignment. All invoices are payable within thirty (30) days from the date of invoice.

Due to the nature of the assignment or the customership, BHEEM Elements is entitled, if it so deems necessary, to request the issue of a monthly invoice. In case of monthly invoicing, BHEEM Elements will charge for the work carried out throughout the month adding up to the total price of the assignment.

 

3.7 Overdue payments

BHEEM Elements is entitled to terminate the assignment in the event of the Customer being in arrears with payments of significance importance to BHEEM Elements. BHEEM Elements

is also entitled to claim compensation from the Customer for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.

 

Article 4- Other terms and conditions

 

4.1 Legal infringement

BHEEM Elements is liable to ensure that the services offered by BHEEM Elements do not infringe on the rights of another entity such as a patent, brand name or copyright subject to and in so far as the material submitted to BHEEM Elements forming the basis of the services offered by BHEEM Elements, do not infringe on the rights of another entity such as a patent,

brand name or copyright. The Customer is liable to ensure that the material submitted to BHEEM Elements and subsequent handling of such material does not infringe on the intellectual property rights of another entity. The Customer shall indemnify BHEEM Elements for any claims made by a third party in connection with an assignment carried out by BHEEM Elements on behalf of the Customer.

 

4.2 Limited liability

Aside from these General Terms and Conditions, the Customer cannot make a claim against BHEEM Elements in connection with an assignment. The Customer is not entitled to any compensation for loss of production, loss of revenue or any other indirect damage and on no account is BHEEM Elements liable for damage in connection with the payment of compensation to a third party. As regards delivery of an assignment by electronic means or data media (e.g. CD), BHEEM Elements shall not be held liable for any damage caused by a so-called computer virus or any other problem beyond the control of BHEEM Elements. Moreover, BHEEM Elements disclaims all liability in connection with a problem that occurs as a result of the Customer using the end product of the assignment or that is pertaining to the technical equipment or software used by the Customer or another entity. The liability of BHEEM Elements and its subcontractors is limited to an amount equal to the agreed total value of the assignment. In order to be able to provide entitlement to compensation, any claim for damages shall be submitted to BHEEM Elements in writing as soon as possible after the damage has been discovered, and no later than six (6) months after completion of the assignment.

 

4.3 Force majeure

BHEEM Elements shall not be held responsible for any loss caused if BHEEM Elements or its subcontractors are late in delivering an assignment due to unforeseen circumstances beyond the control of BHEEM Elements or its subcontractors, including but not limited to illness, fire, stroke of lightning, natural disaster, strike, boycott, industrial conflict, war, mobilisation or unexpected call-up for military service, exchange currency restrictions, insufficient or deficient power supply, telecommunications including network

communications, insurrection and riots or any other comparable circumstance or unanticipated Government action.

 

4.4 Governing law and court

The interpretation and application of these General Terms and Conditions shall be governed by Japanese Law.

Any disputes relating to the validity, interpretation or application of these general terms and conditions shall be decided at a public court.

​

​

​

​

​

​

​

​

​