Terms and Conditions - Fuji Xerox Printers
Contents
1. Customer s order Payment terms are cash upon delivery or at the option of the Seller either net thirty 30 days from the date of the invoice or otherwise agreed between the parties payment shall be in the currency of the Designated Country Customer shall not be entitled to make any deduction in respect of any set off or counterclaim Seller without prejudice to its other rights hereunder may charge interest at prevailing commercial bank lending rates in the Designated Country on any balance outstanding after the expiration of thirty 30 days such interest accruing on a daily basis Seller may change its credit terms an or suspend performance under any order when in the opinion of Seller Customer s financial condition or record of payment so warrants Customer agrees to pay any third party collection expenses including attorney s fees incurred by Seller to collect any unpaid amounts 11 LIMITATION OF LIABILITY UNLESS LAWS PRESCRIBE OTHERWISE IN NO EVENT SHALL SELLER OR ITS AFFILIATES OR VENDORS BE LIABLE FOR ANY INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OF FUJI Xerox D CUSTOMER S PURCHASE OR USE OF ANY PRODUCT EVEN IF SELLER THE AFFILIATE OR VENDOR HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES 12 USE OF RECONDITIONED MATERIAL Seller s Products may include materials that are new or reconditioned to like new performance and functionality Customer shall not be entitled to reject Product2. or its Agents to perform such services shall be billed to the Customer at the then current time and material rates 4 Service Area Service will be provided within Australia and New Zealand with limited on site service in excess of 250 kilometres from a designated Fuji Xerox Printers Service Centre 5 Travel Charges Additional charges apply to on site services performed outside of the 50 km radius from a recognized Fuji Xerox Printers Service Centre 6 Response Time Fuji Xerox Printers will make best efforts to respond to requests for on site service within the times shown below FUJI Xerox D Travel Distance in kms Time in days 0 50 kms next day 0 51 100 kms 2 days 121 101 200 kms 3 days 231 Distance is calculated as one way to the Customer from the nearest designated service centre Time is measured against 8 30am to 5 00pm Monday through Friday excluding public holidays meal and rest breaks locally observed by Fuji Xerox Printers Charge is per call At Fuji Xerox Printers discretion Fuji Xerox Printers may dispatch a loan product of equivalent specifications to the Customer rather than provide on site service The Customer shall promptly return the faulty product to the Service Centre nominated by Fuji Xerox Printers All freight and risk shall be at Fuji Xerox Printers expense 7 Relocation of Products Relocation of products to a site other than the site specified initially by the C
3. purport to apply under any purchase or confirmation of order or similar document 7 SOFTWARE Software including software products and software incorporated within products eg in ROM or on internal media is provided under license and is subject to the terms on separate license agreement a copy of which may be obtained from any Seller sales office In general Seller licenses permit reproduction only for use with equipment for which the software was originally acquired and prohibit disassembly decompilation and reverse engineering Customer may use and reproduce may use and reproduce the software only as permitted by the applicable license 8 TITLE RISK OF LOSS AND SECURITY INTEREST Title to all Products other than software and risk of loss shall pass to Customer upon tender to the carrier Title to software remains with Seller or its licensors Seller reserves a security interest in each Product until the entire amount due has been paid 9 TAXES All sales use general sales tax GST excise privilege and similar taxes imposed on Seller or which Seller has a duty to collect in connection with the sale supply delivery or use of any Product will appear as separate items on the invoice and Customer shall be liable to the same If sales to Customer are exempt from such taxes Customer shall furnish Seller a certificate of exemption 10 INVOICES AND PAYMENT Upon each shipment Seller will issue an invoice to the address specified in
4. 4 Notices All notices shall be given in writing and shall be effective upon receipt Notices to Customers shall be sent to the address shown in the Customer s order unless otherwise specified by the Customer to Fuji Xerox Printers in writing Notices to Fuji Xerox Printers shall be sent to Fuji Xerox Printers Beacon Business Park Unit 10 14A Rodborough Road Frenchs Forest NSW 2086 AUSTRALIA 25 Termination 5 1 Either party can terminate this Agreement at any time with thirty 30 days prior written notice 5 2 Fuji Xerox Printers reserves the right to terminate service provided under this Agreement by written notice to the Customer if the Customer breaches any material provision of these Terms and Conditions If the breach is persisted or not rectified within 30 days after receipt of such notice Fuji Xerox Printers may terminate service 26 Entire Agreement This document the quotation if any and any applicable supplements provided by Fuji Xerox Printers shall contain the entire Agreement between the parties All prior agreements and negotiations relating to the same subject are superseded by this document This Agreement may not be modified except by written amendment signed by an authorised representative of each Party SUPPLEMENTAL TERMS AND CONDITIONS SERVICE AGREEMENTS FOR FUJI XEROX PRINTERS 1 General These terms and conditions are supplemental to the general Terms and Conditions for Service Agreements and s
5. GENERAL TERMS AND CONDITION SERVICE AGREEMENTS FOR FUJI XEROX PRINTERS 1 General These general terms and conditions shall apply to all service provided to the Customer by Fuji Xerox Printers Additional terms and conditions governing particular service options or programs may be set forth on a supplement provided by Fuji Xerox Printers to the Customer Supplement 2 Acceptance The Customer s submission of a purchase order or acceptance of service shall be deemed acceptance of these General Terms and Conditions and those set forth on applicable Supplements to the exclusion of any additional or different terms and conditions on the Customer s purchase order The exclusion applies even if such order is expressly made conditional on Fuji Xerox Printers assent to such additional or different terms 3 Agents Fuji Xerox Printers may appoint third parties to act as its agents in performance of its service obligations under this Service Agreement All references herein to Fuji Xerox Printers shall be deemed to include such agents of Fuji Xerox Printers 4 Utilisation of Service Neither Fuji Xerox Printers nor its Agents will make any adjustments should the Customer fail to utilise service coverage purchased under this Agreement 5 Fees Fees for service shall be as stated in the quotation and shall apply only to the products specified therein 6 Term The effective date of the initial terms of service coverage shall be as sho
6. OTICE OF THE POSSIBILITY OF SUCH DAMAGES 12 Waiver Failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision 13 Assignment The Customer may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Fuji Xerox Printers 14 Governing Law The laws of the state of New South Wales Australia shall govern this Agreement 14 1 Except as specified in this Agreement Fuji Xerox Printers liability shall be limited to the terms of its Product Warranty Fuji Xerox Printers shall not be liable for interruption and or loss of business by the Customer for loss of profit by the Customer for consequential damages or for claims by third parties against the Customer 14 2 Australia Customers only Australia consumers should be aware that the Trade Practices Act 1974 and Equivalent State and Territory legislation collectively The Acts contain special provisions designed to protect Australian consumers The terms and conditions under this Agreement does not exclude or limit the application of any provision of the Acts where to do so would contravene the Acts or cause any part of this Agreement to be void In this Agreement an implied condition or warranty the exclusion of which forms a contract with a Customer as defined in the Acts would contravene any provision of the Acts or cause any par
7. Xerox Printers Service Agreement are eligible for immediate coverage under this Agreement 17 2 Other products will be eligible if they meet Fuji Xerox Printers specifications The Customer shall request Fuji Xerox Printers to perform a pre contract survey at the then current rates to determine if the printer meets specification requirements At the request of the Customer Fuji Xerox Printers may bring up the product to specification at the then current rates for parts labour and travel so that the product will be eligible for coverage 18 Telephone Support and Remote Diagnosis To ensure that the product is repaired as quickly and efficiently as possible the Customer must first work co operatively with Fuji Xerox Printers Telephone Support to try to repair the product If the product contains features that enable Fuji Xerox Printers to diagnose and repair problems with the product remotely Fuji Xerox Printers may request that the Customer allow such remote access to the product 19 Exclusion of Customer Replaceable Consumables This Service agreement does not cover Customer Replaceable Consumables CRC The Customer Replaceable Consumables for each product are listed in the user manual for the product 20 Coverage of Customer Replaceable Units This Service Agreement does cover Customer Replaceable Units CRU CRUs for each product are listed in the user manual for the product When a CRU is determined by Fuji Xerox Printers to be defe
8. ctive a free replacement unit will be shipped to the customer for replacement The return process will be handled according to the current Fuji Xerox Printers procedure Failure to follow this procedure will result in the customer being billed full price for the CRU 21 Limitations 21 1 Fuji Xerox Printers shall not be obligated under this Agreement to 21 1 1 Repair damage resulting from attempts by personnel other than Fuji Xerox Printers representatives to install modify repair or service the product unless directed by a Fuji Xerox Printers representative 21 1 2 Repair damage resulting from malfunction or degradation of performance resulting from the improper use or connection to incompatible equipment or memory 21 1 3 Repair any product that has been damaged abused or misused as defined by Fuji Xerox Printers and through no fault of Fuji Xerox Printers 21 1 4 Provide any application software support or service involving application hardware 21 1 5 Repair any damage malfunction or degradation of performance caused by the use of non Xerox Phaser Printer supplies or consumables or Xerox Phaser Printer supplies not specified for use with the particular product 21 1 6 Perform user maintenance or cleaning or to repair damage malfunction or Degradation of performance resulting from failure to perform user maintenance and cleaning as prescribed by Fuji Xerox Printers in its published materials 21 1 7 Repair damage malfunction o
9. e Customer 8 4 The Customer shall ensure that the site meets the environmental specifications contained in the user manual supplied with the product to be serviced If a product under service fails by operating in a site not meeting Fuji Xerox Printers specifications Fuji Xerox Printers may refuse to provide service until the site meets specifications 8 5 The Customer is responsible to perform basic operator maintenance as described in the user manual for the product 9 0 Obligations of Fuji Xerox Printers 9 1 Fuji Xerox Printers shall carry or provide Workers Compensation and Comprehensive Automobile and General Liability Insurance as appropriate for federal state and local laws 9 2 Fuji Xerox Printers reserves the right to determine the assignment of its employees in providing service hereunder 9 3 Fuji Xerox Printers warrants the repair services and that all parts furnished hereunder will be free from defects in material and workmanship for ninety 90 days after the time of service provision or parts installation GENERAL TERMS AND CONDITIONS OF SALES AND SERVICE 1 DESIGNATED COUNTRY Designated Country means the country of incorporation of the Seller entity which accepts Customer s order 2 PRODUCTS The term Products as used in these Terms and Conditions means any goods and or services sold or licensed by Seller to Customer 3 PRICES AND QUOTATIONS The price of the Product is as stated on the accompanyin
10. fense or settlement of any claim Seller may in its sole discretion 1 procure for Customer the right to continue using the Product 2 modify the Product so that its use becomes non infringing 3 replace the Product with a comparable product not subject to the claim or 4 provide customer an opportunity to return the Product for refund of the purchase price paid less a reasonable allowance for use Seller shall have no liability to Customer for claims of infringement based u p on 1 the use of any Product in a manner other than that for which it is intended or in combination with any product not supplied by Seller or 2 the use of any Product designed manufactured or modified to the specifications of Customer The foregoing states the entire obligation and liability of Seller with respect to infringement and claims thereof 18 WAIVER The failure of either party to enforce any provision of these terms and conditions shall not be construed as a waiver of such provision or the right thereafter to Enforce each and e very provision No waiver by either party express or implied of any breach of these terms and conditions shall be construed as a waiver of any other breach of such term or condition 19 GOVERNING LAW The rights and obligations of the parties hereunder shall be governed by and Construed in accordance with the laws of the Designated Country except for orders Accepted in the US where the governing laws shall be of the State of Orego
11. g Seller invoice or quotation All prices appearing on any quotation or invoice are stated in either Australian Dollars Unless otherwise indicated all prices are exclusive of General Sales Tax and quotations supplied by Seller are valid for thirty 30 days only from the date of issue 4 RESCHEDULING AND CANCELATION All requests to reschedule or cancel an order are subject to acceptance by Seller Seller reserves the right to levy a rescheduling or cancellation charge for requests received within 30 days of a scheduled shipping date 5 SHIPPING AND DELIVERY Seller will schedule shipments based on Customer s requests and Seller s estimated shipping capability provided Customer s order requests shipment within six 6 months from the date of the order Seller may make partial shipments unless Customer s order specifically objects In all other countries the Sellers general terms and conditions of sale in the Designated Country a copy of which is available upon request shall govern shipping and delivery Seller will not be liable for any delay or failure to deliver resulting from circumstances beyond Sellers reasonable control or which would cause Seller to incur unreasonable expense to avoid 6 CUSTOMER S ORDER These Terms and Conditions shall apply to all contracts for the sale or supply of Products by Seller to Customer to the exclusion of all other terms and conditions including any terms or conditions which Customer may
12. n Where such Convention would otherwise apply the provisions of the UN Convention for the Sale of Goods 1980 shall not apply to the arrangements between the parties hereto
13. pecifically describe the on site service program for those products which are eligible These supplemental terms and conditions are applicable to the following services Warranty conversion Extended On Site Service Annual On Site Service 2 Contracted Period The start date and period of coverage shall be specified as per the Service Agreement Card and verifiable by the Customer s proof of purchase 3 Remedial Service In the event of product failure Fuji Xerox Printers will at its option repair the defective product by means of telephone support or on site service at no charge for parts and labour or replace the product with a comparable product To obtain service under this Service Agreement the Customer must first contact the Telephone Support personnel at Fuji Xerox Printers or that of its authorised service representatives Telephone Support personnel will work to resolve issues professionally and quickly however the Customer must reasonably assist Fuji Xerox Printers or its authorized representative If telephone support is unsuccessful Fuji Xerox Printers will repair the product without charge for parts labour or travel or at its option Fuji Xerox Printers may provide a comparable replacement product Remedial service does not include performance or normal user maintenance and cleaning as prescribed in the user manual for the product or the replacement of Customer Replaceable Consumables CRC Any requests for Fuji Xerox Printers
14. r degradation of performance resulting from use of the product in an environment not meeting the operating specifications set forth in the user manual 21 1 8 Service any product that has been damaged through environmental conditions power supply variance electrical voltage or current on any interconnection which exceeds product specification 211 9 Repair or replace any accessories or supplies or 21 110Service any product after the limit of its duty cycle has been reached if applicable 21 2 Any service identified in the preceding section and provided by Fuji Xerox Printers at the Customer s request shall be invoiced to the Customer at Fuji Xerox Printers then current rates for parts labour and travel 21 3 Fuji Xerox Printers shall not be held responsible for delays in servicing or returning the product in the event of industrial strikes acts of war natural disasters or other events that are beyond the immediate control of Fuji Xerox Printers 22 Enhancements or Upgrades Software or firmware enhancements or upgrades are not provided under this Agreement but may be purchased separately upon their release 23 Software and Firmware Updates Updates may be required to correct performance problems and will be provided under this Agreement where deemed applicable by Fuji Xerox Printers Fuji Xerox Printers will only maintain support for software and firmware releases that are at the latest and next to the latest revision levels 2
15. s or seek any diminution in the price of the Product on the basis of the inclusion of reconditioned materials 13 TECHNICAL CHANGES Seller shall in its absolute discretion be entitled from time to time to make changes in the design or specification of the Products provided that such changes shall not materially affect the quality or fitness for purpose of the Products 14 EXPORT RESTRICTIONS Customer shall not export re export or transfer directly or indirectly any Product or technical data received hereunder to any country or user to which such export re export or transfer is restricted by United States or local country law or regulation without first obtaining any required governmental license authorization certification or approval If Customer resells or otherwise disposes of any Product or technical data purchased hereunder it will comply with any export restrictions applicable to such transfer Seller shall have no liability or delayed delivery or non delivery resulting from denial revocation suspension or governmental delay in issuance of any necessary export license or authority 15 WARRANTY Seller warrants to its Customers that the Products it sells will be free from defects in materials and workmanship for the periods set forth in the applicable warranty statement a copy of which may be obtained from any Seller sales office If any such Product proves defective during the warranty period Seller will repair or replace
16. t or all of this FUJI Xerox D Agreement to be void is called a non excludable condition To the full extent permitted by law Fuji Xerox Printers sole and total liability to the customer for a breach of any non excludable condition is limited Fuji Xerox Printers liability for the breach of a condition or warranty implied by the Acts will be limited to at Fuji Xerox Printers option Replacing or re supplying or paying the cost of re supply of the goods and Jn the case of services the payment of the cost of having the services supplied again Subject to the above all conditions and warranties which would or might otherwise be implied in a Consumer contract whether by operation of statute inference from circumstances industry practice or otherwise are excluded 15 Attorney s Fees If litigation or collection is commenced to enforce any provision of this Agreement the prevailing party shall be entitled to recover reasonable costs including attorney fees and collection costs 16 Replacement Parts In the maintenance of any product Fuji Xerox Printers may use new or equivalent to new parts or assemblies for equal or improved quality All defective parts and assemblies become the property of Fuji Xerox Printers Fuji Xerox Printers at its option may request the return of these parts 17 Coverage Eligibility 17 1 Products that have been continuously covered by a Fuji Xerox Printers Product Warranty or a Fuji
17. the defective Product as specified in the applicable statement Information concerning the warranty period and whether warranty service will be provided at a location other than a Seller service center is set forth in the applicable warranty statement 16 POST WARRANTY SERVICES After expiration of the warranty period Customer has the option to enter into a Service Agreement or to opt for Service on a per incident basis for which separate terms and conditions will apply 17 INFRINGEMENT Seller at its expense will defend Customer against any claim based on an allegation that a Product furnished hereunder infringes a patent or copyright of another in the Designated Country and Seller will pay any resulting costs damages and attorneys fees finally awarded against Customer that are attributable to such claim or will pay the part of any settlement that is attributable to such claim Provided that 1 Customer notifies Seller promptly in writing of the claim 2 Seller is permitted to control the defense or settlement of the claim and 3 Customer cooperates reasonably in such defense or settlement at Sellers expense The defense provided above will apply to claims based on an allegation that the Product infringes a patent or copyright of the Product s use provided Seller has previously introduced in that country and the Product has been shipped to a valid export order if the Product has been exported from the Designated Country In its de
18. ustomer may affect the availability of service and will relieve Fuji Xerox Printers of its obligation to provide on site service unless 7 1 The Customer notifies Fuji Xerox Printers thirty 30 days prior to such relocation 7 2 Fuji Xerox Printers confirms that the relocation does not affect the availability of service and 7 3 The Customer agrees to pay any adjustment of charges which may result from the relocation 7 4 Upon request of the Customer Fuji Xerox Printers will supervise product relocation including de installation crating and uncrating and reinstallation or perform other associated service at the then current time and material rates 8 0 Obligations of the Customer 8 1 The Customer shall permit Fuji Xerox Printers access to the products whenever service is required The Customer shall ensure that the user co operates with Fuji Xerox Printers to the extent necessary to permit service to be performed efficiently and without interruption 8 2 The Customer shall permit Fuji Xerox Printers to use any Customer equipment or facilities that Fuji Xerox Printers reasonably deems necessary for the performance of service 8 3 The Customer shall be responsible for the procurement installation and maintenance of all non Xerox Phaser Printer communication media including but not limited to customer telephones and networks Charges for the use of such media and equipment in connection with the performance of service shall be borne by th
19. wn on the invoice to the Customer 7 Invoices and Payment The Customer shall pay amounts invoiced within 30 days from the date of invoice Fuji Xerox Printers may withhold service if the Customer fails to make any payment when due 8 Taxes Service fees are exclusive of all federal state and local sale use excise privilege and similar taxes The Customer shall pay such taxes unless the Customer furnishes a valid exemption certificate when returning the Service Agreement Card 9 Indemnity Fuji Xerox Printers shall indemnify and hold the Customer harmless from and against any claim of injury or damage to property to the extent it is caused by the negligent or wrongful acts or omissions of Fuji Xerox Printers while on the Customer s premises 10 Confidentiality Fuji Xerox Printers recognises that during the performance of service hereunder Fuji Xerox Printers may be exposed to information of a confidential nature relating to the business of the Customer Fuji Xerox Printers agrees to hold such information in confidence for the Customer to the same extent that Fuji Xerox Printers provides for its won information and not to disclose such information to any other party without the prior written consent of the Customer 11 Limitation of Liability IN NO EVENT SHALL FUJI XEROX PRINTERS BE LIABLE FOR ANY INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SERVICE PROVIDED HEREUNDER EVEN IF FUJI XEROX PRINTERS HAS ADVANCE N
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