Terms and Conditions of Sale
1.- TERMS AND CONDITIONS
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (“Products”) and services (“the Services”) listed on our website "https://www.shop.amplus.jp/" (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. This section provides you information about us and the legal terms and conditions that will apply to any contract between us for the sale of our Products to you and define all of the steps necessary for placing an order and ensuring the tracking of the order between the Parties. By placing an order for a Product on the Site, the Customer acknowledges that they are familiar with the Terms and Conditions of Sale and have accepted these without restriction, this acceptance being in no way conditional upon the written provision of a signature by the Customer.
The Terms and Conditions of Sale apply to any sale performed on-line through the Site to the exclusion of any other document, and particularly the conditions applicable to in store sales or sales through other distribution and marketing channels. You should print a copy of these terms and conditions for future reference. Please click on the button marked "I Accept" at the end of the purchasing form conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products or Services from our site. By ordering any of our Products, you agree to be bound by these terms and conditions, and our return policy if this applies.
2.- IMPORTANT INFORMATION ABOUT THESE TERMS AND CONDITIONS
These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the Site at the time Customer places an order or signs a Statement of Work will govern the order in question, unless otherwise agreed in writing by Seller and Customer. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the performance of Services other than Third Party Services (each, a "Statement of Work"). This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Seller.
When the following words are used anywhere in these Terms, they will have the meanings set out below:
3-a) Event Outside Our Control: We will not be responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by Events Outside Our Control.
3-b) Clause headings: Shall not affect the interpretation of these Terms.
3-c) A reference to writing or written includes e-mail.
3-d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
3-e) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
4.- OUR CONTRACT WITH YOU
Any order will be subject to the following protocol, terms and conditions:
You can check and amend any errors before submitting your Order, please take the time to read and check your Order at each page of the Order process.
When you submit an Order, your Order represents an offer to us to purchase the Products, this does not mean that your Order has been accepted.
If we accept your Order, we will confirm our acceptance by sending you an e-mail (Order Confirmation). The contract between us will only be formed when we send you the Order Confirmation, any products forming part of the same Order which we have not confirmed in the Order Confirmation do not form part of that contract.
All products shown on our website are in stock and are available to purchase.
All products will remain available for sale on our website until you have paid the balance in full, irrespective of any third party finance application made by you.
The images of the products on our site are used using a high resolution HD image camera. We make every effort to provide you with every detail possible beyond the naked eye. Although we have made every effort to display the colors accurately, we cannot guarantee that your computer's display of the colors accurately reflect the color of the products. Your products may vary slightly from those images.
In the event that Seller extends credit, then Customer grants a security interest in all Products, all additions and accessions thereto, all replacement Products and all proceeds thereof to secure payment of Customer’s obligations. Customer authorizes Seller to file financing statements pursuant to the applicable laws and regulations to perfect Seller’s security interest in the Products.
Customers may order Services from or through Seller from time to time. Unless otherwise agreed in writing, all Services to be provided by Seller will be provided to the original purchaser of the product only. Certain services, are sold by Seller as a distributor or sales agent ("Third Party Services"). In the case of Third Party Services, the third party shall be the party responsible for providing the services to the Customer and Customer will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Services. Customer hereby releases Seller and the entities that control, are controlled by, or are under common control with Seller ("Partners") from any and all claims arising from or relating to the purchase or provision of any such Third Parties Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by Seller will be collected solely in the capacity as an independent sales agent.
Where Services are ordered in a Statement of Work, each Statement of Work hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed. Seller may execute a Statement of Work. In the event of an addition to or a conflict between any term or condition of the Statement of Work and these Terms and Conditions, the terms and conditions of this Agreement will control, except as expressly amended in the applicable Statement of Work by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Work and not to future Statements of Work. Changes to the scope of the Services described in a Statement of Work will be made only in a writing executed by authorized representatives of both parties. Seller will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable Statement of Work. Each Statement of Work may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original.
In addition to any specific Customer duties set forth in any applicable Statement of Work, Customer agrees to cooperate with Seller in connection with performance of the Services by providing (i) timely responses to Seller's inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and computer access to Customer's computer systems, and (iii) all Required Consents necessary for Seller to provide the Services. "Required Consents" means consents or approvals required to give Seller and its subcontractors the right or license to access, use and modify all data and third party products. Customer acknowledges and agrees that the Services are dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees or subcontractors (“Personnel”) engaged or appointed by Customer who are selected by Customer to work with Seller.
Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to Seller from time to time.
Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as Seller and Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt to perform such Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide Seller access to Customer's staff and any other Customer resources (and when the Services are provided at another location designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to provide the Services. When the Services are provided on Customer's premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Seller and Customer's premises and to indemnify and hold Seller and its agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller's gross negligence or willful misconduct.
9.- PLACING AN ORDER
To place an order on the Site, the Customer must be of adult age, to place the order, the Customer must: (i) either log in to their account on the Site by entering their e-mail address (username) and their password; or (ii) create an account on the Site, if they do not already have an account, by filling in the form in which the fields obligatory for registering their order are marked with an asterisk (specifically their name, billing address, delivery address, telephone number).
The orders will be accepted within the limits of the inventory available. For this reason, when placing the order, the Customer is informed of the availability of the Product on the site’s information page in the description of each of the Products.
After having filled their “Cart”, should the Customer wish to add more items to their cart, the Customer shall click either on the “ORDER” button or the “CONTINUE SHOPPING” button. If the Customer clicks on the “ORDER” button, a summary of all the Products selected will be displayed. The Customer must click on the “ORDER” button again in order to access the delivery step. They must then indicate the billing address and the desired delivery address. If the Customer clicks on the “CONTINUE” button, they will proceed to the following delivery step and shall then provide information regarding the delivery method (express or standard delivery), the amount of the delivery fees being specified during this step.
Once all of this information has been correctly entered and validated, the price of the Products as well as the delivery fees shall be displayed automatically. The Customer then clicks on the “CONTINUE” button to proceed to the next step, “PAYMENT”.
Final confirmation of the order
The Customer shall provide information regarding the selected payment method. The Customer shall click on the box located next to the message “I have read and I accept the Terms and Conditions of Sale”.
Before clicking on the “Sign off” button, the Customer can:
✓→verify the details of the order and its total price
✓→correct any errors that may have occurred at the time of filling in the data and modify their order by returning to the previous steps or by navigating on the Site.
To carry out the final confirmation of the order, the Customer shall click on the “Sign off” button to proceed to the debiting of their bank account.
As soon as the Customer confirms their order by clicking on the “Sign off” button, the Customer can no longer cancel or modify their order. Nevertheless, upon receipt of the order, the Customer may exercise their right of withdrawal under the conditions provided in these Terms and Conditions of Sale.
Following the validation of payment by the Customer, a confirmation of acceptance of the order will be sent by e-mail to the Customer.
Confirmation of order acceptance
The sale will not be considered final until after the confirmation of acceptance of the order is sent by e-mail to the Customer, the Customer formally accepts the use of e-mail for confirming the contents of their order by Seller. This confirmation e-mail summarises all of the information communicated by the Customer with indication, if necessary, of the possible problems or restrictions raised by the order (availability of items ordered, delivery times or selected method of payment) and the order number assigned to the Customer by Seller.
10. PRICE AND PAYMENT
The price of the Products is non-negotiable. They are quoted in xxx USD. The current price is that which is indicated on the site, insofar as there is no typographical error. Unless we have explicitly stated otherwise, our prices are exclusive of any applicable VAT and delivery costs, which will be added to the total amount due and shall be specified to the Customer at final confirmation of the order.
Seller reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements, but changes will not affect orders in respect of which we have already sent you an Order Confirmation. If a Product or Service´s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product or Service, or reject your order and notify you of such rejection. We are under no obligation to provide the Product or Service to you at the incorrect (lower) price, even after we have sent you an Order Confirmation. Terms of payment are within Seller's sole discretion.
In connection with Services being performed pursuant to a Statement of Work, Customer will pay for the Services in the amounts and in accordance with any payment schedule set forth in the applicable Statement of Work. If no payment schedule is provided, Customer will pay for the Services as invoiced by Seller. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by Seller. Seller may invoice Customer separately for partial shipments, and Seller may invoice Customer for all of the Services described in a Statement of Work or any portion thereof. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law.
Customer will pay for, and will indemnify and hold Seller harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Statement of Work, the Products or the Services. In the event of a payment default, Customer will be responsible for all of Seller’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, Seller reserves the right to suspend Services until payment is received. Except as otherwise specified on an applicable Statement of Work, Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the performance of the Services, including, but not limited to, travel and living expenses.
Payment for all Products or Services must be by credit or debit card. You can find a full list of the cards that we accept together with any special payment terms here Payment methods. Payment must be made in a single installment, prior to delivery, which can be made as follows: (a) Credit card: using American Express, VISA and Mastercard guaranteed WorldPay. The order will transit through the information systems of WorldPay, which will confirm the validity of the card to the Seller. (b) Wire transfer: Bank account is listed on invoice.
In case of payment by credit card, stipulation of the contract will require confirmation of the economic transaction by Seller’s bank. In case of payment by wire transfer the order is filled only after confirmation of the economic transaction by Seller’s bank, if Seller does not receive the bank receipt and/or confirmation, it has the right to consider the order null and void and terminate the contract without written notice to the other party. Delivery is subject to proof of payment and the delivery term starts from receipt of the document certifying payment. In the event that the bank refuses this payment, the order will be automatically cancelled and the Customer will be informed by e-mail.
11.- AVAILABILITY AND DELIVERY
Your order will be fulfilled by the delivery date set out in the Order Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Order Confirmation, unless there are exceptional circumstances. The approximate term of delivery is 8-12 weeks from the date of the Order Confirmation (where payment is made by credit card) or from receipt of the document certifying payment by wire transfer. The delivery date will be arranged by us in accordance with our operators in the area of the delivery and will vary based on the delivery address, type of Products and other relevant factors.
If this transaction involves an export of items (including, but not limited to, commodities, software or technology) subject to the Export Administration Regulations, such items were exported from xxx by Seller in accordance with the Export Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to any applicable laws and regulation. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to any jurisdiction economic sanctions imposing comprehensive embargoes without obtaining prior authorization. The list of such countries subject to economic sanctions or embargoes may change from time to time. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under any jurisdiction to receive such items. In addition, manufacturers' warranties for exported Products may vary or may be null and void for Products exported to certain countries.
All orders are subject to Product availability and the availability of Personnel to perform the Services. Therefore, Seller cannot guarantee that it will be able to fulfill Customer’s orders. If Services are being performed on a time and materials basis, any estimates provided by Seller are for planning purposes only.
Unless otherwise agreed to in writing by Seller, Seller shall deliver the Products to Customer FOB Origin (named port) or FCA Origin (named place of delivery) (“Delivery”), shipping prepaid where applicable or as otherwise agreed. Risk of loss and title to Products shall transfer to Customer upon Delivery. Seller will strive to meet the requirements of Customer’s delivery schedule. Seller reserves the right to make partial or early deliveries. At Customer’s request, Seller may assist in securing transportation to the ultimate destination, but such assistance shall not modify the above or any specifically quoted delivery terms or transfer risk of loss during transportation to Seller. If Seller is requested to arrange or is involved in the selection of the freight carriers and the routing of shipments, then such decisions are within Seller’s discretion, unless otherwise instructed or agreed.
Seller shall not be liable for any damages resulting from a delay in Delivery. Unless otherwise agreed, Delivery dates are targets. Customer’s sole remedy for a delay in the Delivery of Products is termination of that part of the accepted Purchased Order that was not delivered within thirty (30) days of the last stated Delivery date. If Delivery of the Products or Services is delayed at the request or due to the fault of Customer, and if the Products are required to be stored by a third-party or stored at Seller’s location longer than thirty (30) days, then Customer shall bear the expense and risk of loss of such Products, and to the extent Services are required after such delay, the performance of such Services will be subject to Seller’s availability and may be subject to a price increase.
Seller warrants that the Products shall be free from material errors and defects and shall perform according to the documentation provided or made available by Seller for a period of one year from the date of purchase or the minimum required period under applicable law. The warranties provided by Seller are non-transferable and are valid for the original purchaser only. In purchasing the Products, Customer is relying on the Seller’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by Seller.
SELLER HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY.
Customer expressly waives any claim that it may have against Seller based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any Product and also waives any right to indemnification from Seller against any such Claim made against Customer by a third party.
The Warranty does not cover theft or loss of the products, mishandling, mistreatment, negligence, (including, without limitation, damage caused by failure to follow Seller and/or our instructions). Your Warranty will be invalidated in the event that a third party carries out any tests or work on our products without our prior knowledge and consent. We have the final decision on all claims against our Warranty, please note that the recommendations of the Seller are expressly excluded for the purposes of our Warranty, where such recommendations conflict with our advice.
Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive remedy and Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its reasonable commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case, Customer notifies Seller in writing within five (5) business days after performance of the applicable Services. EXCEPT AS SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY, AND SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF SELLER IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY.
Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services. SELLER, ITS SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.
Seller will not be responsible for and no liability shall result to Seller for any delays in delivery or in performance which result from any circumstances beyond Seller’s reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Seller or any purported deadlines contained in a Statement of Work or any other document are estimates only.
You agree to defend, indemnify and hold harmless the Seller, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party, this indemnification obligation will survive these terms and conditions and your use of the website.
15.- LIMITATION OF LIABILITY
Notwithstanding any other provision contained in the Terms and Conditions of Sale, the liability of Seller or Customer for any indemnity hereunder, or for the breach of any obligation contained in this Agreement or any related agreements referred to herein, shall not exceed the depreciated value of the products actually purchased and paid for by the Customer.
The material displayed on this website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute Products and services, arising out of or related to the use, inability to use, performance or failures of this website or linked sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
16.- LIMITED LICENSE
Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that Sellers may incorporate intellectual property created by third parties into the Work Product (“Third Party Intellectual Property”). Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.
17.- RETURN PRIVILEGES
No returns will be accepted without prior approval and Return Merchandise Authorization number affixed upon original packaging as instructed. The Seller allows customer returns for service, based on the policies of the original product manufacturer. Software is not returnable if the packaging has been opened. If software was distributed electronically, it is not returnable if the licenses were downloaded. Any device authorized for return for reasons other than repair or upgrade will be subject to a 15% restocking fee, plus any cost for repair or replacement of damaged/worn/missing components. Buyer is responsible for all applicable shipping charges and/or credit card fees associated with payments received, as these are nonrefundable. Any repairs required to return this device to new condition will be the responsibility of the buyer. This includes hardware and cosmetic repairs, as well as consumable item replacement, such as the flash module or battery. All fees for restocking and repair will be automatically deducted from any pending refund. Customers should contact Seller by e-mail at firstname.lastname@example.org to initiate a return or for additional information. Customers must notify Seller’s Customer Relations Department of any damaged products within fifteen (15) days of receipt.
Any return will be made based on the following protocol, terms and conditions:
You must inspect the Products as soon as reasonably practicable after delivery and you must inform us promptly if the Products are faulty or not as described (‘Faulty’) upon delivery.
You must take reasonable care of the Products and you must return any Products that are Faulty (including Paperwork, links, user manual, service papers and box as applicable) promptly and within 14 days of advising us of the relevant Faulty Product.
On confirmation by us following inspection and/or testing that the Products were Faulty on delivery and provided you were not made aware of the relevant fault at the time of purchase of the relevant Product, you will be entitled to the following remedies: (i) you may ask us to refund your payment less any reasonable deduction, for loss of or damage to Paperwork if the relevant Products (including Paperwork, links user manual service papers and box as applicable) are returned within 14 days of delivery; (ii) you may ask us to replace the Products, though you acknowledge that given the nature of the Products that we sell, we may not be able to source a suitable replacement, and we are under no obligation to replace the Products where this is impossible or imposes costs on us that are unreasonable, taking into account, amongst other things, the value which the Products would have if they conformed to the contract of sale and the significance of the lack of conformity, in which case your remedy will be limited to either a refund or repair subject to the terms set out in our returns policy; (iii) you may ask us to repair the Products, though we are under no obligation to repair the Products where this is impossible or imposes costs on us that are unreasonable, taking into account, amongst other things, the value which the Products would have if they conformed to the contract of sale and the significance of the lack of conformity, in which case your remedy will be limited to either refund or replacement subject to the terms set out in this returns policy.
If we are unable to repair or replace the Products after one or more attempts, you may ask us to refund your payment less: a) any reasonable deduction for loss of or damage to Paperwork; and b) any reasonable deduction for wear and tear through use.
You acknowledge that the Paperwork (where supplied) substantially increases the value of the Products and that its absence or damage will affect the value of the Products. If you return the Products with missing or damaged Paperwork, we will make a reasonable deduction to the sum refunded to you not exceeding 25% of the purchase price.
We reserve our rights to reduce any remedies under this clause if Paperwork is missing or damaged. Return postage, packaging and insurance will be your responsibility and you must follow our reasonable instructions. We recommend you use a tracked mail system and retain proof of postage. You must insure the Products to their full value. You must ensure that you pack the Products appropriately to prevent damage during transit.
We may make a deduction from the reimbursement for loss in value of any Products as the result of any unnecessary handling by you. You must take reasonable care of the Products and you must return the Products (including Paperwork, links, user manual, service papers and box as applicable). The Products must be in their original condition. Returned Products will be inspected by our team and you will incur a charge for any Work necessary if the returned Products are found to be damaged or otherwise compromised from you handling the Products beyond what is necessary to establish the nature, characteristics and functioning of the Products. In the event that Products are returned to you following a refused sale, packaging and insurance will be your responsibility. The Seller relinquishes all responsibility for the safe delivery of Products in this instance.
18.- CONFIDENTIAL INFORMATION
Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.
Each party agrees to hold the other Party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other Party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement or the applicable Statement of Work and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in connection with this Agreement or the applicable Statement of Work, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other Party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach (except for Customer’s payment obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services or a Statement of Work, Customer will pay Seller for all Services performed and expenses incur red up to and including the date of termination plus any termination fee if one is set forth in the applicable Statement of Work. In such event Customer will also pay Seller for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).
20.- PROVISIONS RELATED TO CUSTOM IMAGING
If in connection with the provision of Products or Services, Customer desires to have Seller provide installation of custom software images, Customer will be required to execute an Installation Indemnity Agreement.
21. FORCE MAJEURE
Seller cannot be held responsible for the total or partial non-execution of their obligations if this non-execution is due to a fortuitous event or the occurrence of an element constituting force majeure such as, in particular, but not limited to: (a) Strikes, lock-outs or other industrial action. (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war. (c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster. (d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport. (e) Impossibility of the use of public or private telecommunications networks. (f) The acts, decrees, legislation, regulations or restrictions of any government.
These events constitute a cause for the suspension and/or the extinction of the obligations to the Customer by Seller, without damages being paid to the Customer.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
24. ENTIRE AGREEMENT
These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of contract as provided in these terms and conditions.
25.- OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
Any Purchase Orders which have been accepted by Seller, but which have not been fulfilled by Seller, shall not be binding on successors of Seller and shall be cancellable on reasonable notice to Customer with return of any deposit payments received. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns.
The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture.
Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or e-mail transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
28. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
29. PERSONAL INFORMATION
It is obligatory to provide personal information (identity, username, password, e-mail address, telephone number, billing address, delivery address, payment methods, etc.) collected in the context of remote sales, as this information is necessary for processing, order delivery, as well as for drawing up invoices.
Failing to provide this information shall lead to the automatic rejection of the order. The information can be transmitted to partners, particularly the commercial partners of Seller, acting on its behalf (intermediaries for order payments, couriers, delivery companies, etc.).
This information and data are also saved, for the purposes of security, in order to comply with the legal and regulatory requirements, to improve and personalise the proposed services and the information addressed to the Customer. This information is strictly confidential.
Depending on the choices made by the Customer when creating or consulting their account, the Customer will be proposed several options, notably those allowing them to receive newsletters or offers from Seller, or to authorise the transfer of this data to the Seller’s partners.
30.- INTELLECTUAL PROPERTY
The intellectual property rights attached to the items sold on the site are and remain the exclusive property of Seller. All the usage rights are exclusively reserved. Under these conditions, no person has the authority to reproduce, use, distribute or employ, for any reason whatever, even partially, the intellectual property rights, without the express advanced written approval of Seller. The brands and logos of Seller are trademarks. Any reproduction thereby constitutes a forgery.
31.- RETENTION OF OWNERSHIP
The Products ordered remain the property of Seller, until the price is paid in full.
On the other hand, on the actual date of delivery, the risks (particularly risk of loss, theft or spoilage) affecting the delivered Products fall under the responsibility of the Customer.
You agree to comply with the above stated terms and conditions. Should you break these terms, or incur liabilities as a consequence of using this Website, you will be responsible for the costs and expenses that we incur as a result of such breach including reasonable legal fees (if applicable). You will remain liable if someone else uses your account or personal information unless you can prove such use was fraudulent.
33.- CONSUMER RIGHTS
You may cancel a Contract for; (i) a Product at any time within seven working days, beginning on the day after you received the relevant Products or (ii) Services, at any time within seven working days after you receive the Order Confirmation unless you have arranged to receive the Services within that time, in which case you may cancel at any time up until you receive the Services (the Cancellation Period). In this case, you will receive a full refund of the price paid for the Products or the Service in accordance with our refunds policy. To cancel a Contract, you must inform us in writing within the Cancellation Period. You must also return any related Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
34.- OUR LIABILITY
We warrant to you that any Product purchased from us through our site will perform in accordance with its specifications, subject to fair wear and tear and to the Product being used in accordance with the Operating Guide, for a period of one year from the Delivery Date. The warranty covers free replacement of any defective parts in order to restore product function or, at our option, a replacement of the whole Product if we do not believe that it can be repaired by replacement of parts. It includes the costs of labor and shipment. We are not liable for use of the equipment in any way that does not comply with the instructions in the illustrative sheets, or for use by persons in unsuitable physical conditions, as the users are responsible for ascertaining the suitability of their health. The users should use the equipment purchased only after reading the manual and under their own exclusive responsibility, using the machinery correctly in strict observance of the safety regulations. We warrant that any Service that we provide to you will be performed with all reasonable skill and care and in accordance with applicable law. Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product or Service you purchased. This does not include or limit in any way our liability: (a) For death or personal injury caused by our negligence; (b) For fraud or fraudulent misrepresentation; or (c) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability. We are not responsible for indirect losses which happen as a side effect of the main loss or damage (such as loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time) however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, the Services, the interpretation or application of these Terms and Conditions or any Statement of Work or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions or any Statement of Work (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Seller's advertising or marketing (collectively, a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen by any party with respect to a Claim, neither Seller nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out of the Products or Services will be exclusively litigated in court rather than through arbitration.
36.- LAW AND JURISDICTION
These Terms and Conditions of Sale and the contractual relationships between the parties are governed by Japanese law. and in the event of any dispute or claim associated with these terms and conditions, that dispute or claim shall be subject to the exclusive jurisdiction of the Japanese courts.