TERMS AND CONDITIONS
1.- TERMS AND CONDITIONS
This page (together with the documents referred to on it) tells you the terms and conditions (hereinafter “Agreement”) on which we supply any of the products (“Products”) and services (“the services”) listed on our site (https://www.shop.amplus.jp/, hereinafter the “site”) to you (hereinafter “Customer”). The agreement applies to any sale performed on-line through the site, in person, in store sales and sales through other distribution and marketing channels (hereinafter “Transaction Channel”), to the exclusion of any other document. Please read these terms and conditions carefully before ordering any Products from the Transaction Channel. Customer should understand that by ordering any of the Products, Customer acknowledges and agree to be bound by this Agreement. This Agreement provides Customer information about Seller and the legal terms and conditions that will apply to any agreement between us (hereinafter “Parties”) for the sale of the Products to Customer 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 through the Transaction Channel, the Customer acknowledges that they are familiar with this Agreement and have accepted these without restriction, this acceptance being in no way conditional upon the written provision of a signature by the Customer.
Customer should print a copy of these terms and conditions for future reference. If Customer refuses to accept these terms and conditions in this Agreement, Customer will not be able to order any Products or services from the Transaction Channel. By ordering any of the Products, Customer agrees to be bound by these terms and conditions, and our return policy if this applies.
2.- IMPORTANT INFORMATION ABOUT THESE TERMS AND CONDITIONS
This Agreement is subject to change without prior notice, except that the terms and conditions posted on the site at the time Customer places an order 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. 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.
When the following words are used anywhere in these terms, they will have the meanings set out below:
3-a) Event Outside Our Control: Seller 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.- SELLER AGREEMENT WITH CUSTOMER
Any order will be subject to the following protocol, terms and conditions:
Customer can check and amend any errors before submitting its Order, please take the time to read and check your Order at each page of the Order process.
When Customer submit an Order, such Order represents an offer to Seller to purchase the Products, this does not mean that Customer Order has been accepted.
If Seller accepts Customer Order, Seller will confirm its acceptance by sending Customer an e-mail (Order Confirmation and invoice). The Agreement between the Parties will only be formed when Seller sends Customer the Order Confirmation and invoice, any Products forming part of the same Order which we have not confirmed in the Order Confirmation and invoice do not form part of that Agreement.
All Products will remain available for sale on the site until you have paid the balance in full, irrespective of any third-party finance application made by you.
The images of the Products displayed on the site can be produced using a high-resolution HD image camera. Seller makes every effort to provide Customer with every detail possible beyond the naked eye. Although Seller has made every effort to display the colors accurately, Seller cannot guarantee that Customer computer's display of the colors accurately reflects the color of the Products and accordingly such colors 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. 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.
In the event of an addition to or a conflict between any term or condition of any Order and these terms and conditions, the terms and conditions of this Agreement will control, except as expressly amended in the applicable Order by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Order and not to future Orders. Changes to the scope of the services described in an Order will be made only in 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 Order. Each Order 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 Order, 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.
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:
Fill in the form with an asterisk (especially your name, quotation/billing address, shipping address, and phone number) in the fields required to register an order, enter the products you wish to order in the inquiry field, and request a quote.
Once the quote is issued from the Seller, and to proceed with the order, Customer can either click on the button marked "Sign off" on the side window shown with the online Quotation and Proforma Invoice or tick on the box in the Quotation and Proforma Invoice, next to the phrase that literally says: “□ I have read and I accept the terms and conditions of sale, hereby placing an order for the items shown above”, then submit this Quotation and Proforma Invoice to the Seller via email or facsimile, after confirmation of which, the Customer's order will be processed by the Seller in accordance with the terms and conditions of this Agreement.
The orders will be accepted within the limits of the inventory available.
In the case of proceeding with Order at the sites, 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. Customer must then indicate the billing address and the desired delivery address. If the Customer clicks on the “CONTINUE” button, Customer 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” or “BUY” 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” or “BUY” 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. 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 (“Order Confirmation and invoice”) is issued by the Seller and sent by e-mail to the Customer, the Customer formally accepts the use of e-mail for confirming the contents of its order confirmation by Seller. This confirmation e-mail summarizes 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 FOB, US dollars (“USD”). The current price is that which is indicated on the site, insofar as there is no typographical error. Unless Seller has explicitly stated otherwise, all 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 Seller has already sent Customer an Order Confirmation and invoice. If a Product or service´s correct price is higher than the price stated on the site, Seller will normally, at its discretion, either contact Customer for instructions before dispatching the Product or service, or reject Customer order and notify Customer of such rejection. Seller is under no obligation to provide the Product or service to Customer at the incorrect (lower) price, even after Seller has sent Customer an Order Confirmation and invoice. Terms of payment are within Seller's sole discretion.
In connection with services being performed pursuant to any Order, Customer will pay for the services in the amounts and in accordance with any payment schedule set forth in the applicable Order Confirmation and invoice. If no payment schedule is provided, Customer will pay for the Order and/or 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 any Order or any portion thereof. Customer agrees to pay interest on all past-due sums of 15 % annual interest.
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 Order, 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 Order, 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. Payments must be made in a single installment, prior to delivery, which can be made as follows: (a) Credit card: using Stripe service allowing 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) Telegraphic transfer (T/T) to the bank account as specified in each Order Confirmation and invoice.
In case of payment by credit card, stipulation of the Agreement will require confirmation of the economic transaction by Seller’s bank. In case of payment by telegraphic 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 Agreement 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 and invoice or, if no delivery date is specified, then within a reasonable time of the date of the Order Confirmation and invoice, unless there are exceptional circumstances. The approximate term of delivery is 8-12 weeks from the date of the Order Confirmation and invoice (where payment is made by credit card) or from receipt of the document certifying payment. 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 4810-13 Chuo Ina Nagano Japan 396-0015 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 will 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. Shipments will be made through one of the following companies: FedEx, UPS, DHL, EMS. 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, however these requests are subject to a new quotation and eventually to the update of the Order and the invoice that will replace those initially issued. 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 will 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 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 (hereinafter, “Warranty”) 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 instructions). Customer Warranty will be invalidated in the event that a third-party carries out any tests or work on the Products without our prior knowledge and consent. Seller has the final decision on all claims against the Warranty, please note that the recommendations of the Seller are expressly excluded for the purposes of the Warranty, where such recommendations conflict with our advice, for the sake of clarity it is understood that Customer is not entitled to interfere or intervene in any way in the procedures established by the Seller when a claim is filed.
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 ORDER 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 AN ORDER 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 an Order or any other document are estimates only.
Customer agrees 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) Customer use of and access to the site; (ii) Customer violation of any term of these agreement; (iii) Customer violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim from third parties whose origin is the unauthorized use of the site by Customer, this indemnification obligation will survive these terms and conditions and Customer use of the site.
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 site 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 site or linked sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in agreement, tort, equity, restitution, by statute, at common law or otherwise.
16.- LIMITED LICENSE
Customer's sole rights to the Products, materials and other deliverables to be provided or created (individually or jointly), 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 Products will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use the 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 Product for any other purpose whatsoever. Customer acknowledges that Seller may incorporate intellectual property created by third parties into the Products, the limitations on the use of rights referred to above will apply with the same scope to the rights of any third-parties.
17.- RETURN PRIVILEGES
No returns will be accepted without prior approval and Return Merchandise Authorization number, issued and authorized by the Seller, 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. Customer 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 Customer. 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 of any damaged Products within fifteen (15) days of receipt.
Any return will be made based on the following protocol, terms and conditions:
Customer must inspect the Products as soon as reasonably practicable after delivery and Customer must inform us promptly if the Products are faulty or not as described (‘Faulty’) upon delivery.
Customer must take reasonable care of the Products and Customer must return any Products that are Faulty (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 Customer were not made aware of the relevant fault at the time of purchase of the relevant Product, Customer will be entitled to the following remedies: (i) Customer may ask Seller to refund its payment less any reasonable deduction, for loss of or damage to the Products (links, user manual service papers and box as applicable) are returned within 14 days of delivery; (ii) Customer may ask Seller to replace or repair the Products, though Customer acknowledge that given the nature of the Products, Seller may not be able to source a suitable replacement, and Seller is under no obligation to replace or repair the Products where this is impossible or imposes costs on Seller that are unreasonable, taking into account, amongst other things, the value which the Products would have if they conformed to the Agreement of sale and the significance of the lack of conformity, in which case Customer remedy will be limited to a refund.
If Seller is unable to repair or replace the Products after one or more attempts, Customer may ask Seller to refund its payment less: a) any reasonable deduction for loss of or damage to the Products; and b) any reasonable deduction for wear and tear through use.
Return postage, packaging and insurance will be your responsibility and Customer must follow Seller reasonable instructions. Seller recommends Customer use a tracked mail system and retain proof of postage. Customer must insure the Products to their full value and ensure that Customer pack the Products appropriately to prevent damage during transit.
Seller may make a deduction from the reimbursement for loss in value of any Products as the result of any unnecessary handling by Customer. Customer must take reasonable care of the Products and Customer must return the Products (links, user manual, service papers and box as applicable). The Products must be in their original condition. Returned Products will be inspected by Seller and Customer will incur a charge for any work necessary if the returned Products are found to be damaged or otherwise compromised from Customer 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 Customer following a refused sale, packaging and insurance will be Customer 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 Order. "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 Order. 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 Order 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 Order, 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 Order. 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 an Order 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 an Order, Customer will pay Seller for all services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Order. 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 the Product and this survival provision).
20.- 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.
Seller will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under an agreement that is caused by events outside our reasonable control (Force Majeure Event).
If Seller fails, at any time during the term of an Agreement, to insist upon strict performance of any of Customer obligations under the agreement or any of these terms and conditions, or if Seller fails to exercise any of the rights or remedies to which we are entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve Customer from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by Seller of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to Customer in writing.
If any of these terms and conditions or any provisions of an Agreement 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.
23.- ENTIRE AGREEMENT
These terms and conditions and any document expressly referred to in them represent the entire agreement between the parties in relation to the subject matter of any Agreement and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. Both parties acknowledge that, in entering into an Agreement, neither party has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between the parties prior to such Agreement except as expressly stated in these terms and conditions. Neither party 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 Agreement (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of Agreement as provided in these terms and conditions.
24.- OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
Seller has 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. Customer will be subject to the policies and terms and conditions in force at the time that Customer order Products from Seller, 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 Customer), or if Seller notifies Customer of the change to those policies or these terms and conditions before Seller sends Customer the Order Confirmation (in which case we have the right to assume that Customer have accepted the change to the terms and conditions, unless Customer notify us to the contrary within seven working days of receipt by Customer of the Products).
Any Orders which have been accepted by Seller, but which have not been fulfilled by Seller, will 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.
27.- WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications Seller sends to Customer should be in writing. When using the site, Customer accept that communication with Seller will be mainly by e-mail. Seller will contact Customer by e-mail or provide Customer with information by posting notices on the site. For contractual purposes, Customer acknowledge that all notices, information and other communications that Seller provides to Customer by e-mail comply with any legal requirement, and this condition does not affect Customer statutory rights.
28.- 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.
29.- 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.
30.- 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.
Customer agree to comply with the above stated terms and conditions. Should Customer break these terms, or incur liabilities as a consequence of using this site, Customer will be responsible for the costs and expenses that we incur as a result of such breach including reasonable legal fees (if applicable). Customer will remain liable if someone else uses your account or personal information unless Customer can prove such use was fraudulent.
32.- SELLER LIABILITY
Seller warrants to Customer that any Product purchased from Seller through the site, in store sales and through other distribution and marketing channels 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 Seller does not believe that it can be repaired by replacement of parts. Seller is not liable when: (i) incorrect handling has occurred by unauthorized personnel; (ii) use of the equipment has occurred in any way that does not comply with the instructions provided by Seller. The users should use the equipment purchased only after reading the manual and under their own exclusive responsibility, using the Products correctly in strict observance of the safety regulations. Seller warrants that any Service provided to Customer will be performed with all reasonable skill and care and in accordance with applicable law. Seller liability for losses that Customer can suffer as a result of Seller breaking this Agreement is strictly limited to the purchase price of the Product or Service Customer 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, Seller liability. Seller is 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 Agreement or otherwise, even if foreseeable.
Any claim, dispute, or controversy (whether in agreement, 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: (i) the Products; (ii) the services; (iii) the interpretation or application of these terms and conditions; (iv) any Order; (v) the breach, termination or validity thereof, the relationships which result from these terms and conditions (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.
34.- 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.