FUJIFILM North America Corporation

General Terms and Conditions of Sale

EMPLOYEE STORE TRANSACTIONS

THESE GENERAL TERMS AND CONDITIONS OF SALE (“Terms and Conditions”), GOVERN THE SALE BY FUJIFILM NORTH AMERICA CORPORATION (“VENDOR”) TO THE APPLICABLE PURCHASER (“BUYER”) OF DIGITAL CAMERA AND ACCESSORY ITEMS FROM THE FUJIFILM “EMPLOYEE STORE” WEBSITE (THE “PRODUCTS”).  VENDOR’S PROVISION OF THE PRODUCTS  IS EXPRESSLY CONDITIONED UPON THESE GEENRAL TERMS AND CONDITIONS OF SALE CONSTITUTING THE SOLE AND EXCLUSIVE CONTRACT IN EFFECT RESPECTING BUYER’S USE OF THE SITE, AND ANY PRODUCTS PURCHASES OCCURRING THROUGH THE SITE.

PURCHASE FOR PERSONAL USE AND NOT FOR RESALE.  Buyer represents and warrants to Vendor that any order for Products is intended for Buyer’s personal use and enjoyment, and that the Products are not being purchased for resale by Buyer to any third party whatsoever.  Buyer agrees not to sell, transfer, offer for sale, publicly advertise or otherwise market the Products to any third party without Vendor’s prior written consent.  Buyer is solely responsible for properly loading, configuring and maintaining all Products purchased, including any and all software which may be provided with the Product and/or required for proper Product use.

SHIPPING, PAYMENT TERMS, RISK OF LOSS.  Unless otherwise stated by Vendor in writing, all prices stated are in U.S. dollars.  Prices are subject to change without notice.  Payment is required in advance of shipment.  Title to Products and risk of loss shall pass to Buyer when Products are received by Buyer after payment has been made.  Buyer shall inspect for defects or non-conformity upon receipt of Products.  Any claim relating to loss or damage during shipping shall be deemed waived unless made in writing and received by Vendor within fourteen (14) days of Buyer’s shipment of the Products to which such claim relates, as applicable.  Vendor reserves the right to refuse any order submitted at its discretion, and/or to cancel, without liability, any order at any time prior to shipment. 

RETURNED PRODUCTS.  Product returns will only be permitted for Product defects under the limited warranty or for shipping damage.  Product returns for shipping damage must occur within thirty (30) days of shipment, and must be authorized in advance by Vendor.  A Return Authorization (“RA”) form and RA number must be obtained from Vendor and included with any return, whether for shipping damage or Product defect under the Limited Warranty.  All authorized returns must be shipped, freight paid, to the destination specified by Vendor.  Buyer shall bear the risk of loss for, and shall retain title to, all returns until accepted by Vendor at Vendor’s specified destination.  Products to be returned shipped freight collect will not be accepted.  Products returned for shipping damage to Vendor after 30 days, after the Limited Warranty has expired, or at any time without the RA number and form shall not constitute an authorized return and no replacement will be provided. Vendor shall make one attempt to return an unauthorized Product return and thereafter such Products shall be sold or destroyed at Vendor’s sole discretion.  Vendor will promptly ship a replacement Product upon receipt of an authorized, proper Product return as its sole obligation and Buyer’s sole remedy.  In no event will Vendor’s responsibility to any Buyer exceed the amounts paid for the applicable Product(s) ordered. 

TAXES AND OTHER CHARGES.  The price of Products does not include any taxes which may apply, including but not limited to sales, use, privilege, excise or property taxes.  Buyer is solely responsible for the payment of all such taxes, whether or not invoiced.  If Vendor pays any such tax or charge, Buyer will promptly reimburse the same. 

WARRANTY AND LIMITATION OF LIABILITY.  All Products are warranted to be the specific Product referenced by part number and specification, and to be free from defects to the best of Vendor’s knowledge at the time of shipment in accordance with the Limited Warranty included with the Product at time of shipment.  Except for the warranties referenced herein, VENDOR MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,  SUITABILITY FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.   Without limitation, Vendor makes no representations or warranties of any kind whatsoever relating to the content or operation of this website, and this website may be removed or rendered inoperable at any time at Vendor’s discretion.  By way of example only, Vendor does not represent or warrant that any materials or information contained on this website are totally complete, accurate or error-free, or that the website itself will operate in an error-free manner at all times.  In the event of a breach of any Product warranty, then subject to the terms of the Limited Warranty, and as the sole and exclusive remedy available, the Product may be returned to Vendor in accordance herewith for prompt shipment of a replacement.  In no event will Vendor or the manufacturer of Products be liable for costs beyond the initial purchase price of the Product, or in any case for direct, indirect, incidental, consequential or special damages (including lost profits, economic loss, lost opportunities, loss of use, lost productivity, overhead expenses, damage to reputation or goodwill and the like), even if Vendor has been advised of the possibility of such damages and even if such damages result from negligence or other fault.  

INTELLECTUAL PROPERTY.  Except for a limited right to personally use and enjoy the purchased Products, no rights in patents, trade secrets, trade names, copyrights, logos, service marks or trademarks or other intellectual property of Vendor are granted by Vendor under these Terms and Conditions or otherwise in connection with a purchase of the Products hereunder.

GENERAL.  These Terms and Conditions are subject to change by Vendor at any time.  Any amended Terms and Conditions will be posted on this website.  Vendor shall not be liable in any way for failure or delay resulting from any cause or circumstance beyond its reasonable control, including, but not limited to, any act of God, fire, flood, war, explosion, labor difficulties, inability to obtain necessary labor or materials, interruption of transportation, civil commotion, and acts of any governmental authority.  In no event will Vendor be required to purchase any Products in the marketplace to meet its obligations hereunder or be required to purchase materials necessary upon unreasonable terms and/or at unreasonable prices.  During any shortage of Products, Vendor may apportion and allocate Products among itself and its subsidiaries, affiliates and customers as Vendor deems fit in its sole discretion.  of which is or may be delayed by reason of any cause or causes beyond its control as aforesaid.  If any provision of these Terms and Conditions conflicts with any other terms or conditions separately made applicable in writing and signed by an authorized representative of Vendor to particular Products, such separately applicable terms and conditions shall govern to the extent of such conflict.  If any provision of these Terms and Conditions (as supplemented by any additional terms separately made applicable by Vendor in writing to particular Products) is finally determined to be invalid or unenforceable by any court of competent jurisdiction, such determination shall not affect any other provision hereof, and all such other provisions will remain in full force and effect.  Vendor’s waiver of any breach or failure to enforce any of Buyer’s obligations under these Terms and Conditions at any time shall not limit or waive Vendor’s right thereafter to enforce strict compliance with the terms and conditions hereof.  The validity, construction and performance of these Terms and Conditions and the Contract formed between the parties shall be governed by the laws of the State of New York (without giving effect to its principles of conflict of laws).  Buyer by submitting an order for Products irrevocably and unconditionally submits and waives any objection to the jurisdiction of the federal and state courts located in Westchester County, New York for purposes of any suit, action or proceeding arising out of or relating to these Terms and Conditions or the contract for Products formed between the parties, and agrees to take any and all future action necessary to submit to the jurisdiction of such courts.  However, Vendor may at its option bring suit, or institute other judicial proceedings, against Buyer in any court in any place where Buyer or any of its assets may be found.   The United Nations Convention on Contracts for the International Sale of Goods shall not govern these terms and conditions or any sales contract formed between the parties.