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Terms of UseThese Terms of Use were last updated on 11 September 2023. Introduction This website is owned by FUJIFILM Business Innovation Australia Pty Ltd ABN 63 000 341 819 ("FUJIFILM BI Australia", "we", "us" or "our"). Your use of a website owned by us, including (without limitation) www.fujifilm.com/fbau, supplies-fbau.fujifilm.com and myaccount-fbau.fujifilm.com, (each a “FUJIFILM BI Australia Website”) is subject to:
(collectively “Terms of Use”) By using the FUJIFILM BI Australia Website you will be deemed to accept the Terms of Use and agree to be bound by them. We may suspend or terminate your access to all or any part of the FUJIFILM BI Australia Website at any time if you breach these Terms of Use or use the FUJIFILM BI Australia Website for any activity which breaches any laws or regulations, infringes a third party’s rights or privacy or is contrary to any relevant standards or codes, including generally accepted community standards. A. Terms of PurchaseThe terms and conditions in Part A (“Terms of Purchase”) constitute a legally binding contract between you and us when you place an order (“Order”) for the purchase, fulfilment and delivery of Goods (“Goods”) from a FUJIFILM BI Australia Website, including through supplies-fbau.fujifilm.com. By placing an order for Goods from us, you agree to the Terms of Purchase. Please read the Terms of Purchase carefully before placing your Order as they contain important information about the ordering, processing, fulfilment and delivery of Goods. The Terms of Purchase do not apply where both you and us have expressly agreed in writing: to vary the Terms of Purchase; or that other terms shall govern the supply of the Goods. Your rights under the Australian Consumer Law The Australian Consumer Law protects consumers by giving them certain automatic guarantees which provide consumers with a comprehensive set of rights for Goods and services they acquire. For example, when buying Goods, a supplier guarantees to the consumer that the Goods have clear title (unless otherwise stated), do not have undisclosed securities, are fit for any disclosed purpose, come with a right to undisturbed possession and match any sample or demonstration model provided by the supplier. When buying services, a supplier guarantees to the consumer that services are performed with due care and skill, are fit for any specified purpose and are performed within a reasonable time (when no time is set). These rights are calledConsumer Guarantees (“Consumer Guarantees”). Nothing in these Terms of Purchase shall be construed as removing, restricting or modifying the Consumer Guarantees. The Australian Consumer Law requires that whenever we provide a document evidencing a warranty against defects that we disclose the following: Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure. Ordering Goods You may purchase Goods published on a FUJIFILM BI Australia Website by placing an Order. An Order placed is an offer by you to purchase the particular Goods at the price (including the delivery and other charges) indicated in your shopping cart at the time you place the Order and specified in your Order (“Purchase Price”). An Order is agreed also by us when we accept the Order by processing your payment for the Goods or delivering the Goods (whichever occurs first). Each Order that you place will, if accepted by us, be a separate and binding agreement between you and us with respect to the supply of the relevant Goods, in accordance with the Terms of Purchase. Please check your Order carefully prior to submission. If you would like to cancel or change an Order before it is shipped, please contact us at shm-fbau-suppliesorders@fujifilm.com. If you place an Order for someone else to receive the Goods, you must obtain their consent before providing us with their personal information and, by placing an Order, you confirm to us that you have done this. We accept Orders for delivery to locations within Australia only. You acknowledge that, by placing an Order, you will pay for and accept delivery of the Goods ordered unless you ask us to cancel that Order, and we send you written confirmation of the cancellation prior to the Goods being dispatched to you. Any Order placed is subject to your compliance with any specific conditions (such as product limitations) for the Goods shown on the FUJIFILM BI Australia Website at the time you place your Order. Purchase Price and Payment. We may change the prices published on the FUJIFILM BI Australia Website at any time by posting the revised price to the FUJIFILM BI Australia Website. Displayed prices are inclusive of GST (unless otherwise indicated). Any applicable additional charges will be shown in your shopping cart when you place the Order. You must pay the Purchase Price specified in the Order. The following additional charges may apply as part of your Purchase Price: (a) a minimum Order value (“MOV”) charge of $33 including GST ($30 excluding GST) will apply to Orders with a value (excluding GST) below $200. The MOV applies independently of any minimum Order quantities required by the FUJIFILM BI Australia Website; and (b) delivery charges may apply depending on your location and will be reflected in your shopping cart prior to submitting your Order. Quantity discounts will be applied as appropriate to the total number of units of any given Goods, providing that they are included in one Order and are for delivery to one address. Quantity discounts on a particular item do not alter the prices charged for any other item. You must pay the Purchase Price within 30 days of delivery of the Goods and receipt of our tax invoice. To pay on account terms, you must be registered with a valid FUJIFILM BI Australia account number. If an account does not exist, you may apply to open an account or pay by credit card. We do not store credit card details on the FUJIFILM BI Australia Website. Delivery, Risk and Title We will use reasonable endeavours to meet any delivery times indicated by us. Risk in the Goods passes to you upon delivery. Notwithstanding the transfer of risk, title to the Goods will remain with us and will pass to you (excluding any Goods that are software) when the Purchase Price of the Goods has been paid by you. Cancellation of Orders We may cancel, at any time before delivery where the Goods are out of stock. You may cancel your Order on written notice to us if we are unable to deliver your Order within 45 days of placing your Order other than a result of any delay caused by you. In the event you or us cancel an Order after payment has been processed, we will refund any money paid in respect of that Order. Inspection of Goods on Delivery You should inspect the Goods on delivery to ensure they are what you ordered and that they are not damaged. If any such inaccuracy or damage is evident, please contact us at shm-fbau-suppliesorders@fujifilm.com as soon as possible and in any event within 10 days of delivery. This does not impact your rights under the Australian Consumer Law. Our and Your Liability Nothing in the Terms of Purchase excludes, restricts or modifies any condition, warranty, right or liability implied or protected by law (including any Consumer Guarantees under Australian Consumer Law) to the extent such exclusion, restriction or modification would render the Terms of Purchase, the Order or any provision of the Terms of Purchase void, illegal or unenforceable (“Non Excludable Right”). Subject to any Non Excludable Right, any condition, warranty, right or liability which would otherwise be implied in the Terms of Purchase or protected by law is excluded. Subject to the remainder of this ‘Our and Your Liability’ section, our total liability to you for any and all and all claims arising from or in relation to Terms of Purchase and the Order howsoever caused, and whether for fundamental or non-fundamental breach of contract, in tort (including negligence) or for breach of any statutory provision (“Claims”) in relation to Non Excludable Rights the subject of section 64A of the Australian Consumer Law is limited, at our option, to: (i) in relation to goods (other than goods of a kind ordinarily acquired for personal, domestic or household use or consumption): (A) the replacement of the goods or the supply of equivalent goods; (B) the repair of the goods; (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (D) the payment of the cost of having the goods repaired; and (ii) in relation to services (other than services of a kind ordinarily acquired for personal, domestic or household use or consumption): (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again. Subject to clauses 10(a) and 10(c), the total liability of FBAU and the Customer for any and all Claims is limited in aggregate to an amount equivalent to the Purchase Price paid by you to us under the Order under which the Claim arose (“Liability Cap”). The Liability Cap does not apply to: (i) personal injury or death to the extent caused by the negligence of you or us or you or our employees, subcontractors, contractors or agents; (ii) loss or damage to real or personal property to the extent caused by the negligence of you or us or you or our employees, subcontractors, contractors or agents; (iii) infringement of intellectual property rights; or (iv) breach of an obligation of confidence. Subject to Non Excludable Rights and your obligation to pay the Purchase Price, neither you or us will be liable for any Claim for any: consequential, incidental, special or indirect cost, loss or liability; loss of business, opportunity, revenue, goodwill, profit or savings; or loss, corruption or delay of data. Your or our liability for loss or damage sustained by the other will be reduced proportionately to the extent that such loss or damage has been caused or contributed to by the other’s negligence or default. Privacy Disclosure Statement and Credit Approval Personal Information and credit information: You acknowledge that: (i) we, or any credit provider we may approach to fund the Order, may collect (directly and/or indirectly), use, hold and/or disclose personal information (as defined in the Privacy Act 1988 (Cth)) and credit-related information about you (if you are an individual) and your officers in accordance with our Privacy Policy and Credit Reporting Policy, for the following purposes: assessing your Order, including assessing your creditworthiness; administering and enforcing any resulting Order; collecting (or engaging any third party to collect) any overdue payments under your Order; investigating and preventing crime; account creation, account management, Goods delivery, servicing, data analytics, payments, debt collection and our other standard business practices; and (except in respect of credit related information), providing product and marketing materials to you. We may obtain a credit report from a credit reporting body about your commercial creditworthiness and you (if you are an individual) and your officers’ consumer creditworthiness. We may use this report for any of the purposes listed in this ‘Privacy Disclosure Statement and Credit Approval’ section other than for applications of a non-credit nature, or for providing product or marketing materials to you. We may disclose any of the types of information referred to above to any of the following types of organisations (including individuals) for any of the purposes listed above: credit reporting bodies; debt collecting agencies; credit providers; our related bodies corporate; your references; any credit provider named by you as a reference in any credit report; our agents, dealers, contractors and service providers as necessary for them to carry out their work for us in respect to your Order; government, regulatory and law enforcement bodies; and insurers and underwriters. Our related bodies corporate and third party organisations (for example, service providers) may be located overseas, including in the EU, India, Japan, Malaysia, New Zealand, the Philippines, Singapore, South Korea, Thailand and the United States. Credit reporting bodies may use disclosed information in accordance with their own privacy and credit reporting policies. Collection of information: We generally collect personal information and credit-related information from you directly (if you are an individual), including under the Order. We may collect information about your officers from other company representatives. We collect some credit-related information from credit reporting bodies, including as a result of conducting credit checks. Procuring consent from officers: You agree that you have or will procure any necessary consents from any officers and will provide a copy of those consents to us (in a form reasonably acceptable to us on request. Privacy Laws: We recognise that your privacy is important and will act consistently with any applicable privacy and credit reporting laws binding on us. Access to information and Statement of Notifiable Matters: The Privacy Policy and Credit Reporting Policy contain information about how you (if you are an individual) and your officers may apply for access to and correction of their information and the process for making complaints in relation our handling of their information. Our Statement of Notifiable Matters includes additional information about credit reporting, including the credit reporting bodies we are likely to disclose your information, what credit reporting bodies may do with the information, and your rights in relation to credit information. The Privacy Policy, Credit Reporting Policy and Statement of Notifiable Matters will be amended from time to time and you can also ask for these documents to be provided to you in an alternative form, such as a hard copy. Use of Personal Information: You must notify your officers that we may collect, use, hold and disclose personal information in accordance with this ‘Privacy Disclosure Statement and Credit Approval’ section. Force Majeure In this section, “Force Majeure Event” means any: circumstances beyond the relevant party’s reasonable control; acts of God or nature; actions and orders of the government or a regulatory authority (including the change or introduction of any law or regulation); fire; flood; disease; epidemic; pandemic; strike or other labour dispute; war; civil disturbance; terrorism; denial of service or distributed denial of service attack; power, air-conditioning, communication or network failure. If a party is affected by a Force Majeure Event, the party must promptly notify the other party in writing of this fact and all relevant details, including: details of the Force Majeure Event; the obligations affected by the Force Majeure Event (“Affected Obligations”); an estimate of the duration of the Force Majeure Event; and any steps taken or to be taken by the notifying party to mitigate or rectify the Force Majeure Event. A notifying party will not be liable to the other party for any delay or non-performance of its Affected Obligations for as long as the Force Majeure Event continues. The notifying party must use reasonable endeavours to remove, overcome or minimise the effects upon it of the Force Majeure Event. The parties do not intend to exclude the operation of the common law doctrine of frustration. Assignment Subject to the remainder of this ‘Assignment’ section, a party must not assign or transfer the Order or any benefit or right under it without prior written consent from the other party, such consent not to be unreasonably withheld. We may assign or transfer the Order or any benefit or right under it without obtaining your prior consent to a solvent and reputable related body corporate by prior written notice to you. Governing law and jurisdiction The Order and Terms of Purchase and all matters arising out of or relating to it are governed by the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales. Severability If the whole of any clause or part of any clause of the Terms of Purchase is illegal, void or unenforceable in a jurisdiction then the Terms of Purchase shall be interpreted as if that clause is varied to the extent necessary to render the clause no longer illegal, void or unenforceable and is, if necessary, omitted for that jurisdiction. The remainder of the Terms of Purchase has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. Variation Except where otherwise permitted by the Terms of Use or Terms of Purchase, any variations to the Terms of Purchase must be in writing and signed by the authorised representative of each party. B. General Terms of UseContent and Trademarks All text, graphics, design, photographs, visual interfaces, trademarks, logos, sounds, music, artwork, software (including firmware), code, structure, expression and “look and feel” on, or accessed through, the FUJIFILM BI Australia Website (collectively “Content”) is owned by, or licensed by or to, us and is protected by the laws of Australia and other countries by trademark laws, copyright, trade dress, patent and other intellectual property rights. Except as expressly authorised by the FUJIFILM BI Australia Website, you may not copy, reproduce, sell, republish, upload, post, publicly display, encode, reverse engineer, adapt, modify, translate, transmit, distribute or otherwise use any of the Content, without our express prior written consent. Subject to the remainder of this clause, you are solely authorised to view the Content through your web browser. You may be expressly invited by the FUJIFILM BI Australia Website to enter information or download from the FUJIFILM BI Australia Website. When you download any Content, you agree that your rights are limited to those of a licensee and you: (i) must comply with any license conditions provided with or contained in the Content; (ii) must not, subject to your rights at law, transfer, reproduce, sell, publish, upload, post, publicly display, encode, reverse engineer, adapt, modify, translate, transmit the downloaded Content or cause or allow any third party to do the same; (iii) must not remove any proprietary notice language in the downloaded Content; and (iv) must destroy the downloaded Content on our request, subject to any license conditions provided with or contained in the Content. FUJIFILM and FUJIFILM logo are registered trademarks or trademarks of FUJIFILM Corporation. Nothing contained in the FUJIFILM BI Australia Website shall be construed as granting or permitting any proprietary interest, license or right of use any trademarks contained in the FUJIFILM BI Australia Website, which remain our exclusive property or the exclusive property of our related corporations and third-party licensors. Disclaimer While we endeavour to ensure the accuracy and completeness of the Content and use reasonable care and skill to provide the FUJIFILM BI Australia Website, to the maximum extent permitted by law (including the Australian Consumer Law), we do not represent or warrant that the Content and the FUJIFILM BI Australia Website is accurate, operates without interruption, reliable, suitable, fit for purpose, complete, free of fault or free of viruses or other harmful code and accept no responsibility for any loss or damage you may suffer as a result or your reliance and use of the Content or FUJIFILM BI Australia Website. Third Party Websites The FUJIFILM BI Australia Website may contain links to third party websites. The links are provided solely for your convenience and do not indicate, expressly or impliedly, any endorsement by us of the sites or the information, products or services provided at those sites. You access those sites and use the information, products and services made available at those sites solely at your own risk. Exclusion of Liability To the maximum extent permitted by law, we exclude any liability to you that may arise from your use of the FUJIFILM BI Australia Website and/or Content. If we are not entitled by law to exclude our liability, then, to the extent permitted by law, we limit that liability to resupply of the FUJIFILM BI Australia Website or Content. Registration To access and use certain sections and functions of the FUJIFILM BI Australia Website you may be required to register. You must ensure that all information provided by you through your registration is accurate. You must notify us of any subsequent changes to the information you have supplied. If you register on behalf of an entity, you must only do so if you are authorised by that entity and you must not access or use the account or the account information in any other capacity. We value the security of your and our information. You must keep your User ID and passwords secure and confidential, and not disclosure the same to any unauthorised person. You may be required by the FUJIFILM BI Australia Website to frequently change your password and comply with any minimum password security requirements imposed by the FUJIFILM BI Australia Website. Any information which is protected by User ID and password is our confidential information, which must not be disclosed to any third party unless and only to the extent required by law or approved in writing by us. My Account Once you have registered, MyAccount allows for the input of meter readings, access to and updating of contact information regarding the administration of your SSA, the ordering of consumables under your SSA, access to support under your SSA (including our online support assistant), the viewing of information related to your SSA and other functionality. Information provided by our online support assistant is based on a database containing recommendations for similar types of incidents. We may use automation or AI to deliver the online support assistant. Updates to the Terms of Use These Terms of Use may be updated by us from time to time. Please ensure that you review the Terms of Use regularly as you will be deemed to have accepted, and be bound by, the updated Terms of Use by continuing to use the FUJIFILM BI Australia Website after the Terms of Use have been updated. Any update to the Terms of Use will not affect any purchase of Goods, or permitted download of Content, by you from the FUJIFILM BI Australia Website that occurred prior to the update. Governing Law These Terms will be governed by and construed in accordance with the laws of the state of New South Wales, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales
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