Terms and Conditions
FUJIFILM Wako Chemicals U.S.A. Corporation
Laboratory Chemicals Division
Terms and Conditions of UseEffective as of August 3th, 2019
If you are using the Sites and Apps on behalf of any business, organization or other entity, you warrant that you are authorized to bind such entity to these Terms and to accept them on such entity's behalf.
All orders for products or services and any other actions you take on the Sites and Apps also are subject to all applicable federal, state or provincial, and local or municipal laws, statutes, rules, ordinances, regulations and directives, including but not limited to laws regarding trademarks, copyrights, rights of privacy and publicity, and export control, as described further in these Terms. We reserve the right to make changes to these Terms at any time and without prior notice to you. We recommend that you periodically re-visit this page to review and familiarize yourself with the current Terms. Your continued use of the Sites and Apps after we post any changes will constitute your acceptance of those changes. By ordering products and/or using our services, you acknowledge that you have read these Terms and that these Terms are binding and enforceable against you. Fujifilm has no duty to modify or update any of its applications, and is not liable to you for any failure to do so.
If you do not agree with these Terms, you should immediately cease using our websites and mobile sites, or downloading, installing or using our applications. The Sites and Apps are operated by FUJIFILM Wako Chemicals U.S.A. Corporation at 1600 Bellwood Road, Richmond, VA 23237-1326.
PLEASE CAREFULLY READ THE SECTION BELOW ENTITLED "ARBITRATION CLAUSE AND CLASS ACTION WAIVER". THIS SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
Use of Our Site and APPs
Unless specifically authorized by Fujifilm in writing, you may not reproduce, copy, sell, reverse engineer, create derivative works of, or otherwise exploit for commercial purposes, the Sites and Apps. We reserve the right at any time to alter or discontinue any website, mobile site or application, in whole or in part, without notice to you. Your access to the Sites and Apps may be suspended or withdrawn at any time and from time to time without notice to you.
Use of the Sites and Apps is void where prohibited. You must be at least 13 years old to access, browse and use our websites and mobile sites, and to download, install or access any Fujifilm application. If you are underage and wish to use the Sites and Apps, you must get consent from a parent or guardian first. By using the Sites and Apps, you understand and agree that you may be exposed to data, images, photographs, videos, files and other materials ("Content") posted by other users that you may find offensive or objectionable.
We take reasonable steps to ensure that the information, images, text or links contained in the Sites and Apps are accurate and complete; however, we make no representation or warranty as to the completeness or accuracy of such information, images, text or links. Fujifilm hereby disclaims any and all liability for any omissions or errors in or to the content of the Sites and Apps generally.
We make no warranty that your use of the Sites and Apps will be uninterrupted or error-free. We do not warrant that the Sites and Apps will be compatible with all software and hardware that you may use, and we are not liable for any damage to any of your equipment, software, data or other property as a result of your use of the Sites and Apps. You should always preserve your original Content (or make a backup copy) before submitting any Content to the Sites and Apps, as we will not be liable for any damage to or loss of your data, images, photographs, videos, files or other materials.
We reserve the right to make periodic repairs and carry out maintenance on the Sites and Apps at any time and from time to time without notice to you. Our applications are independent from any operating platform and are not associated or affiliated with, sponsored or endorsed by, or in any other way linked to a platform operator. Your use of the applications is subject to the terms and conditions of your platform operator and your wireless service provider.
Using certain applications may require specific hardware and/or Internet connectivity and appropriate telecommunications links, which may change over time. You are responsible for any internet connection fees and mobile carrier costs you may incur while using any applications. Should you decide to uninstall an application from your mobile device, you may not be able to use all or some of the features of such application.
Fujifilm specifically prohibits any use of the Site and Apps in any way that violates (or promotes or facilitates the violation of) any applicable federal, state or provincial, or local or municipal law, statute, rule, ordinance, regulation or directive, or is otherwise fraudulent or criminal. While using any of the Sites and Apps, you agree not to:
- Upload to, transmit through, or display on any of the Sites and Apps any Content that is racially, sexually or ethnically offensive, obscene, indecent, harassing, or that is discriminatory based upon race, gender (including gender identity), sex, color, religion, creed, national origin, age, sexual orientation, marital status, disability or veteran's status;
- Upload to, transmit through, or display on any of the Sites and Apps any Content that is unlawful, fraudulent, threatening, abusive, libelous (including trade libelous), defamatory or otherwise objectionable;
- Engage in any activity that can be seen as hate speech, or as advocating or inciting terrorism, violence or harm to others;
- Defame, abuse, stalk, threaten or otherwise violate the privacy or publicity rights of others;
- Depict or describe sexually explicit conduct, inappropriate nudity, or pornography involving adults or children;
- Depict or describe the use of illegal drugs or other substances;
- Infringe our or any third party's copyrights, patent rights, trade secrets, trademarks or service mark rights, or any other intellectual property rights, including by disclosing without permission any confidential, proprietary or trade secret information of ours or of any third party;
- Transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
- Engage in any activity that may impact Fujifilm's electronic systems or the electronic systems of others, including without limitation defacing all or any portion of the Sites and Apps, or restricting or inhibiting access to our Sites and Apps including by engaging in a "denial of service" attack, spamming, or transmitting any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Send communications from an unknown source disguised as a source known to the recipient (spoofing) with the intent of committing fraud or other malfeasance;
- Provide inaccurate, false or misleading contact information, with the intent of impersonating another individual or entity;
- Modify, adapt, translate, reproduce, copy, resell, distribute, reverse engineer, decompile or disassemble all or any portion of the Sites and Apps, including by removing or attempting to remove any copyright notices, trademarks, trade names, logos or other intellectual property from the Sites and Apps;
- Access without permission, interfere with, damage or disrupt all or any part of an application; any equipment or network on which the application is stored; any software used in providing the application to you; or any equipment, network or software owned or used by any third party;
- Engage in any commercial activity, except as specifically permitted by these Terms; or
- Promote any other illegal activity, including without limitation violation of laws, statutes, rules, ordinances, regulations and directives regarding export control, unfair competition, anti-discrimination, false advertising and data privacy.
Some services provided through our Sites and Apps may permit you to send and receive transmissions. We have no liability with respect to such transmissions or for any Content sent or received by you. We have the right in our sole discretion to limit the size and number of transmissions received or sent through our Sites and Apps, and to change such limits at any time.
Any Content submitted by you to the Sites and Apps is subject to review and examination by Fujifilm to ensure, among other things, your compliance with these Terms and all applicable laws, statutes, rules, ordinances, regulations and directives, and to protect our privacy, safety and property rights and those of the public, including other users of the Sites and Apps. We reserve the right in our sole and absolute discretion to alter, remove or refuse to process or post any images or other materials deemed objectionable to us. Your failure to comply with the above requirements will constitute a violation of these Terms by you. In such case, we may immediately terminate your access to and use of the Sites and Apps and exercise any rights or remedies we may have against you, including reporting any perceived violations of law to the appropriate law enforcement authorities.
In some instances, you may be invited to create a member account with us on the Sites and Apps. You agree that you will provide complete and accurate information about yourself as may be requested, and that you will keep such information up-to-date. In the event you are asked to create a password to access the Sites and Apps, you will be responsible for keeping such password (and any related user name) confidential. You agree that you are solely responsible for all actions that take place under your account on the Sites and Apps, whether or not authorized by you, and that we are not liable for any loss or damages that may arise as a result of such actions. You will notify Fujifilm immediately in the event you become aware of any unauthorized access to, or use of, your member account or password.
Intellectual Property Rights
You are solely responsible for any Content transmitted, posted, uploaded, submitted or distributed by you through the Sites and Apps. Your Content also includes any information, reviews, comments and other communications submitted by you through the Sites and Apps. Your Content is your responsibility, and under no circumstances will we be liable for: (1) any claims that arise as a result of your Content or the transmission, posting, uploading, submission or distribution of your Content through the Sites and Apps; (2) for any errors or omissions in your Content; or (3) for loss or damage of any kind to your Content as a result of your use of the Sites and Apps. We do not guarantee the accuracy or quality of any of your Content.
It is generally illegal to copy, reproduce or distribute copyrighted information or materials (including photographs) without the consent of the owner of such copyright. Generally, the photographer is the owner of the copyright of a photograph or image. Unless otherwise clearly indicated, you should assume that anything and everything you see or read on the Sites and Apps is copyrighted, and may not be used or copied by you without our express prior written consent or the prior written consent of the copyright owner, except as explicitly provided in the Sites and Apps or by applicable law. This prohibition means you may not transmit, mirror, modify or re-distribute any images or text from the Sites and Apps without our express prior written permission or the prior written consent of the copyright owner. You may download and print images and text from the Sites and Apps only for your private, non-commercial use. Any other use requires our prior written consent or the prior written consent of the copyright owner.
Other than your Content, any images contained in or displayed by us on the Sites and Apps are our property or are used by us with the consent of the copyright holder and any persons appearing in such images. Subject to these Terms, the use by you of any such images (or any portions of such images) without our express written consent or the written consent of the copyright holder is prohibited.
Any software contained in an application may only be downloaded by you if expressly authorized, and is subject to these Terms and any other terms and conditions provided with such software. All downloaded software must retain all copyright and proprietary notices. Downloading or exporting software is subject to all applicable laws, statutes, rules, ordinances, regulations and directives, including but not limited to copyright laws; laws prohibiting the export of software to certain countries, organizations or persons identified by the United States government or any governmental agency; and laws that require an export license or other governmental approval prior to export.
Any trademarks, trade names, logos, and/or service marks displayed on the Sites and Apps are the property of their respective owners and must not be used in any manner without the express prior written consent of such owner. Our intellectual property is protected by U.S. and international copyright laws and by other applicable national laws. No trademarks, trade names, logos and/or service marks owned by Fujifilm, whether or not registered, may be used by you in any way that may cause confusion with trademarks, trade names, logos and/or service marks owned by you or any third party. Nothing on the Sites and Apps should be understood by you as granting you the right in any way to license or use our trademarks, trade names, logos and/or service marks without our express prior written consent.
By posting or submitting Content through the Sites and Apps, you warrant that you own all right, title and interest in and to the Content or that you have the permission of the copyright owner to use any materials that are not yours. UNAUTHORIZED USE MAY BE IN VIOLATION OF THE LAW AND YOU MAY BE LIABLE.
You agree that by submitting Content through the Sites and Apps, you grant Fujifilm, its affiliates and its third party fulfillment providers, and their respective successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license to use, distribute, redistribute, transmit and reproduce the Content in connection with any products or services you may request through the Sites and Apps. In connection with such services, you also grant us the right to authorize the downloading and printing, in whole or in part, of your Content.
To the extent we solicit from you, or if you submit of your own accord, feedback, comments or ideas to improve the Sites and Apps, or any products or services we offer, sell or provide through the Sites and Apps, then such feedback, comments and ideas are considered non-confidential. Such feedback, comments and ideas will not be returned to you and will become the property of Fujifilm, and you shall have no rights in or to them. If you intend to retain any intellectual property rights in any of your feedback, comments and ideas (such as patent, copyright, trademark and the like), please do not submit them to us without our prior written approval regarding any rights to be retained by you.
Third Party Sites
Other sites may provide links to the Sites and Apps with or without our approval, and we are not responsible or liable for any Content available through such links, or for any loss or damage you may sustain as a result of your access to or use of such links. Any dealings with third parties (including advertisers) included within the Sites and Apps or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. We are not responsible or liable in connection with any such dealings or promotions.
As part of the services we offer through our Sites and Apps, you may grant us the ability to access Content you have stored on social media sites such as Facebook, Twitter, Instagram, Snapchat and others. By granting us this ability, you acknowledge that we may access, use and store, as applicable, such Content so that it is available on our Sites and Apps, and that we have no responsibility with respect to that Content. Depending on the social media site and your privacy settings on such site, your personal information posted there may be available through our Sites and Apps. You should review carefully your privacy and other settings on all social media sites, as well as the terms and conditions of use with each provider, to control how your Content is used, stored and shared. You are solely responsible for your interaction with any social media provider, and we are not a party to any such relationship. If the social media site terminates our ability to access your Content, your Content may no longer be available through our Sites and Apps. You may terminate our ability to access Content through your social media sites at any time by adjusting the settings on our Sites and Apps.
Purchases of Our Products and Services
Certain products and services may come with a quality commitment. Please refer to the relevant website or application for any specific information on products and services you order. The inclusion of products and services on the Sites and Apps at a certain time does not warrant that such products and services will be available to you at any time. You agree that by placing an order you will use all products and services provided by us in a lawful manner and in compliance with all applicable federal, state or provincial, and local or municipal laws, statutes, rules, ordinances, regulations and directives. We reserve the right, with or without notice to you, to discontinue any product or service at any time, to limit the quantity of products and services you order, or to refuse to provide you with any product or service.
Title and risk of loss in connection with the purchase of any product passes to you upon delivery to the carrier. You will not be charged for products you order until they are shipped, except as otherwise provided in the description of such product. Products may be shipped in more than one shipment.
Contents and Sweepstakes
We are not obligated to review all Content submitted by the users of the Sites and Apps for copyright infringement, and we do not promise you that we do so. However, we are committed to protecting copyrights, and we expect all users of the Sites and Apps to comply with all applicable laws, statutes, rules, ordinances, regulations and directives. The Digital Millennium Copyright Act of 1998 (the "DCMA") provides recourse for copyright owners who believe that information appearing on the internet violates their rights under U.S. law. If you believe in good faith that any Content appearing on the Sites and Apps infringes your copyrights, you may send us a notice requesting that the Content be removed, or that we block access to it. Your notice must meet certain requirements: (1) it must be in writing; (2) it must be signed by you (or your agent) as copyright owner, either physically or electronically; (3) you must identify your copyrighted work that is being infringed (or provide a list, if more than one copyrighted work is covered by one notice); (4) you must identify the Content you believe is infringing upon your rights in a manner that would permit us to locate the Content on the Sites and Apps; (5) you must include your address, telephone number and email address; (6) you must state that you are making a complaint in good faith and that the information you are providing is accurate under penalty of perjury; and (7) you must include a statement that you have the right to proceed as the holder of the copyright, or as agent of the copyright holder. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice under the DCMA. More information is available at the U.S. Copyright Office website, www.copyright.gov. Notices and counter-notices regarding the Sites and Apps should be sent to:
FUJIFILM Wako Chemicals U.S.A. Corporation
Attn: Legal Department
1600 Bellwood Road
Richmond, VA 23237-1326
Disclaimer of Warranties
EXCEPT FOR ANY WARRANTIES SPECIFICALLY STATED IN THESE TERMS, PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITES AND APPS, INCLUDING ALL CONTENT INCORPORATED IN THE SITES AND APPS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. YOUR ACCESS TO AND USE OF THE SITES AND APPS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGMENT. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW FOR THE DISCLAIMER OF CERTAIN WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NO STATEMENT BY FUJIFILM, ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS SHALL CREATE ANY WARRANTIES OTHER THAN THOSE SPECIFICALLY SET FORTH IN THESE TERMS.
You agree to fully indemnify, defend and hold harmless Fujifilm, its affiliates and its third party fulfillment providers, and its and their respective employees, officers, directors, consultants, agents, representatives, suppliers, vendors, licensors, co-branders, partners, successors and assigns (the "Indemnified Parties") from any and all third party claims, liability, losses, damages and other costs (including attorneys' fees)(each, a "Claim") arising from (1) your violations of these Terms; (2) your use of the Sites and Apps; (3) any products and services obtained by you through the Sites and Apps; (4) any Content you provide in connection with your use of the Sites and Apps; (5) your infringement of any intellectual property or other rights or any person or entity in connection with your use of the Sites and Apps; and (6) any violation of applicable federal, state or provincial, and local or municipal laws, statutes, rules, ordinances, regulations and directives. You also agree to indemnify the Indemnified Parties for any Claim arising from actions that take place under your account on the Sites and Apps, whether or not authorized by you. You agree to cooperate as required by the Indemnified Parties in the defense of any Claim. The Indemnified Parties retain the right to settle, compromise or pay any Claim, and reserve all rights to the defense and control of any Claim.
Limitation of Liability
FUJIFILM ASSUMES NO LIABILITY AND SHALL NOT BE RESPONSIBLE FOR, AND YOU HEREBY ASSUME ALL RISK OF: INTERRUPTION OF SERVICE, ANY LINKAGE TO ANY THIRD PARTY WEBSITES, ANY COMMUNICATIONS WITH ANY THIRD PARTIES, AND ANY DAMAGE TO YOUR COMPUTER OR OTHER PROPERTY RESULTING FROM YOUR ACCESS TO OR USE OF THE SITES AND APPS, INCLUDING BUT NOT LIMITED TO ANY DAMAGE RESULTING FROM ANY COMPUTER VIRUSES OR FROM LINKAGE TO ANY THIRD PARTY WEBSITES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FUJIFILM, ITS AFFILIATES OR ITS THIRD PARTY PROVIDERS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS, REPRESENTATIVES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS, PARTNERS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM: YOUR INABILITY TO USE THE SITES AND APPS, INACCURACY OF CONTENT AND YOUR RELIANCE THEREON, INFRINGEMENT OF YOUR RIGHTS BY ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION INTELLECTUAL PROPERTY RIGHTS OR RIGHTS OF PRIVACY OR PUBLICITY), OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY THROUGH THE SITES AND APPS, LOSS OF DATA, LOSS OF PROFITS, COST OF SUBSTITUTE PRODUCTS OR SERVICES, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITES AND APPS (OR PRODUCTS OR SERVICES RELATED TO THE SITES AND APPS), WITH THE DELAY OR INABILITY TO USE THE SITES AND APPS, OR WITH ANY DEFECTS IN THE SITES AND APPS OR PRODUCTS OR SERVICES RELATED TO THE SITES AND APPS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE RESTRICTIONS MAY NOT APPY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FUJIFILM, ITS AFFILIATES OR ITS THIRD PARTY PROVIDERS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS, REPRESENTATIVES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS, PARTNERS, SUCCESSORS AND ASSIGNS, BE LIABLE TO YOU UNDER ANY CLAIM FOR ANY AMOUNT IN EXCESS OF THE GREATER THAN (1) THE AMOUNT YOU HAVE PAID IN CONNECTION WITH THE PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM; AND (2) ONE HUNDRED U.S. DOLLARS ($100).
Choice of Law and Venue
These Terms, as well as your access to and use of the Sites and Apps, are governed by and construed in accordance with the laws of the state of New York, excluding its conflict of laws provisions, and of the United States of America. We do not warrant that the Sites and Apps are appropriate or available for use in any particular jurisdiction. Subject to and without waiving the arbitration clause below, the state and federal district courts located in New York, New York shall be the sole courts having jurisdiction over any dispute arising from or relating to the subject matter of these Terms, and you agree to submit to venue and the exclusive personal jurisdiction of such courts for the resolution of such disputes, and to waive any jurisdictional, venue or inconvenience forum objection to any such court. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision will either be enforced to the maximum extent possible or, if not capable of enforcement, will be deemed to be deleted from the Terms, and the remainder of the Terms will continue in full force and effect.
Arbitration Clause and Class Action Waiver
Please review this section carefully, as it affects your legal rights.
YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND FUJIFILM (WITH THE EXCEPTION OF RESORT TO SMALL CLAIMS COURT FOR CLAIMS OR DISPUTES PROPERLY WITHIN THE SCOPE OF ITS JURISDICTION), WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY, WITH REGARD TO YOUR RELATIONSHIP WITH FUJIFILM, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE SITES AND APPS, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION ADMINISTERED BY JUDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS") IN ACCORDANCE WITH ITS RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES. YOU AND FUJIFILM HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND FUJIFILM WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Neither you nor Fujifilm will participate in a class action or class-wide arbitration for any claims covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST FUJIFILM, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Fujifilm is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction.
At our discretion, we may provide all legal notices and other communications to you either electronically by posting them on the Sites and Apps, or by sending an email to any email address you may have provided to us when creating a member account. If you do not wish to receive such communications by email, you may contact us at email@example.com; however, if you withdraw your consent to receive communications in such manner, you may not continue to use the Sites and Apps.
All headings contained in these Terms are inserted only as a matter of convenience and are not otherwise legally binding
© 2019 FUJIFILM Wako Chemicals U.S.A. Corporation and its affiliates. All rights reserved.
General Conditions of Sale
Buyer means any party and its affiliates ("Buyer") entering a purchase order for products offered for sale through the FUJIFILM Wako Chemicals U.S.A. Corporation business division referenced above ("Seller"). The term Buyer includes designated representatives and successors and assigns of Buyer. If there is any inconsistency among (i) Buyer's purchase order or other product purchase materials, (ii) Seller's confirmation or other product sale materials, or (iii) Buyer's Terms and Conditions of Purchase or corresponding document and Seller's Terms and Conditions of Sale, the Seller's Terms and Conditions of Sale shall govern. For purposes hereof, Seller's "Terms and Conditions" shall be the Terms and Conditions of Seller in effect at the time Buyer places an order with Seller, as available on Seller's internet site or otherwise circulated by Seller to Buyer electronically or in writing. Seller's Terms and Conditions shall apply to all purchase orders fulfilled by Seller.
Upon receipt of a purchase acknowledgement from Seller, and the subsequent acceptance of goods ordered, Buyer will be deemed to have assented to the terms and conditions of sale presented below. Unless noted in a separate written document manually signed by the Seller and Buyer, these Terms and Conditions of Sale represent the entire agreement among the parties, and unless covered under such a separate agreement, supersedes any and all representations, warranties, or other statements or promises, if any, which have been made by or to any of the parties in connection with a product order acknowledgement and shall be valid and binding.
Pricing and Terms
Seller reserves the right to change prices set forth in its online product catalogue that is posted on its Website or otherwise available or provided to Seller at any time without notice. Any price reduction or price increase will automatically apply to Buyer's invoice. To obtain information as to our current price list, please refer to the catalogue posted online at Seller's website. Standard payment terms for product orders are NET THIRTY (30) DAYS from the date of invoice and must be payable in U.S. dollars. A finance charge of 1.5 percent per month (annual percentage rate of 18 percent) may be charged to past due accounts.
Credit Card Orders
Seller accepts VISA®, MasterCard® and American Express® as payment for order.
Information associated with the use of credit cards to make product purchases is forwarded by Seller directly to First Data Corporation. First Data Corporation is a financial services organization headquartered in Atlanta, Georgia that acts as an independent contractor for Seller to assist in the administration of the payment process for goods sold.
Taxes and Other Charges
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority in the United States or abroad, on or measured by the transaction between Seller and Buyer shall be paid by the Buyer in addition to the price or payment process quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall promptly reimburse Seller, or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Due to special handing requirements and the hazardous nature of certain products sold, additional charges for hazardous packaging and transportation will be added to the invoice.
When an order is attempted, a temporary $150 authorization will be placed on the credit card. It will be removed after creating the invoice automatically.
Security Terms / Costs and Expenses of Collection
For the purpose of securing payment of amounts due Seller from Buyer hereunder, Buyer hereby grants to Seller: (i) notwithstanding any passage of title, a continuing first purchase money security interest in Seller's products to be shipped hereunder, and all accessories thereto and substitutions therefor; and (ii) a continuing purchase money security interest in all of the proceeds of the foregoing. If Buyer fails to make payment to Seller of any invoice for any product shipped by Seller within thirty (30) days of the date of such notice, or should Buyer become insolvent or be a party to any bankruptcy or receivership proceeding prior to full payment of all amounts payable hereunder. Seller may, notwithstanding any other provisions herein set forth, exercise any or all of its rights as a secured creditor under applicable law, including without limitation: (a) refuse to make further shipments to Buyer; (b) with or without demand or notice to Buyer declare the entire amount unpaid immediately due and payable; and (c) obtain custody of and sell any or all of said products as permitted under applicable law, applying the proceeds of the sale to the expenses of retaking, repairing and selling said products, reasonable attorneys' fees and to the satisfaction of all indebtedness then due and unpaid by Buyer to Seller. Any surplus shall be paid to Buyer and any deficiency shall be paid to Seller by Buyer. All past due amounts shall accrue a delinquency charge at the rate of one and a half percent (1.5%) per month.
In the event that Buyer fails to make full payment for the products, in the manner and within the time specified by Seller in its payment terms, Buyer shall be liable to Seller for payment of all costs and expenses incurred by Seller in seeking collection of the amounts owed by Buyer, including but not limited to the costs of collection agencies and reasonable attorneys' fees incurred by Seller.
Product samples may be provided at no charge for the purpose of testing a particular product or product lot. Such an accommodation shall be made only upon a written request approved in writing by an authorized representative of Seller.
Lot Reservation Policy
Reserved lots will be held for up to three (3) weeks from the date the sample is shipped. The lot reservation will be automatically cancelled at the end of three (3) weeks unless upon completion of your evaluation of a purchase order for the amount reserved is required to secure the product lot. The reserve will be automatically cancelled at the end of the three (3) weeks unless otherwise notified. The size of any product lot must be approved in writing by both Buyer and Seller.
Perishable Product Packaging
Perishable products are packed as appropriate in insulated cartons for protection while in transit. A packaging charge is added as a separate item on the invoice when products require dry ice or cold packaging. Seller will not accept responsibility for shipments packaged contrary to Seller's procedures or packages mishandled during shipment or following delivery to Buyer.
Shipping and Delivery Matters
Items ordered are generally shipped within 48 hours of receipt of the product order. Partial shipments of product may be made at Seller's discretion when complete orders cannot be shipped. If partial shipments are not acceptable, notification to Seller must be set forth in writing at the time the order is placed. Orders are shipped using a supply chain delivery service using a national courier delivery service for orders to be delivered in the United States unless otherwise specified. FUJIFILM Wako Chemicals U.S.A. Corporation routinely ships via FedEx®. To avoid possible damage when shipments are made near a weekend or holiday, frozen or cold packaged products are shipped on Monday through Thursday. Seller will not accept responsibility for shipments made contrary to Seller's normal shipping schedule as described in the preceding sentence. Special shipping and delivery requirements must be clearly indicated in writing at the time an order is placed by the Buyer. Shipments are FOB at the point of origin for the product, with freight prepaid and added to Buyer's invoice, unless otherwise agreed upon in writing. Title to the products ordered passes to Buyer upon delivery by Seller of goods to the delivery service carrier. Buyer is responsible for insuring the products during transport that Buyer orders. Insurance expenses for goods shipped will be charged to Buyer along with freight expenses in the invoice submitted by Seller for the sale of product.
Unloading and Demurrage
Seller's delivery equipment, if any, is furnished with the understanding that Buyer will use all reasonable effort to unload and return same to the delivering carrier within the tariff or contracted period free of demurrage and extra detention charges. Any demurrage and extra detention charges on such equipment are for Buyer's account.
Both Buyer represents that it maintains commercially reasonable and customary insurance policies or adequately self-insures itself against risks associated with the purchase and use of the products at coverage levels commensurate with the risks associated with such activities. Buyer expressly acknowledges and agrees that it is responsible for insuring the products at all times following the delivery by the Seller of such goods to the carrier service for transport to the Buyer, including any returned deliveries that are transported to the Seller, and hereby authorize Seller to insure the product at a commercially reasonable level and include such charges in its invoice for such goods.
Seller Performance Disruption
Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture or deliver due to any cause whatsoever beyond Seller's control, whether a force majeure event or otherwise.
Allocation of Goods During a Supply Disruption
If Seller is unable for any reason to supply the total demands for goods specified in Buyer's purchase order, Seller may allocate its available supply among any or all Buyers on such basis as Seller may deem fair and practical in its sole discretion, without liability for any failure of performance, including but not limited to allocations made to its affiliates, subsidiaries or parent organization.
Shortages and Damages
If a shortage occurs in any shipment received from Seller, Buyer will notify Seller's Customer Service Department in writing within three (3) business days and request a credit or replacement product. Otherwise, the order will be considered complete. Seller shall provide a commercially reasonable level of assistance with filing claims for loss or damaged product, but shall incur no responsibility for the loss if Buyer fails to retain all packing materials and containers for possible inspection by the carrier.
Cancellation of custom prepared products will not be accepted after an order has been accepted, or after manufacturing process has begun, whichever is earlier.
A Return Goods Authorization number and shipping instructions must be obtained from Seller's [Customer Service Department] prior to returning any product. All products must be returned in good condition and shall be subject to a handling and restocking charge of 20 percent (20%) of the purchase price, plus freight costs. No product may be returned for any reason whatsoever after thirty (30) days. Where spoilage occurs in transit, Buyer shall contact Seller's [Customer Service Department] and request instructions immediately upon receipt of the shipment. Credit will not be issued on any items that are returned without prior written authorization from Seller.
Conditions and Intended Use
Unless otherwise indicated, Seller's products are for the described purposes set forth in the catalogue for the product only, and/or as described in the product label. They are not to be used for administration to humans or for drug purposes. Nothing disclosed herein is to be construed as a recommendation to use products in violation of any patents. The information presented as to restriction or the use of products is believed to be accurate. However, said information and products are offered without warranty or guarantee since the ultimate conditions of use and the variability of the materials treated are beyond Seller's control. Seller cannot be responsible for patent infringements or other violations that may occur with the Buyer's use of these products.
Buyer agrees to indemnify and hold Seller harmless from any and all damages and costs, including attorneys' fees, that Seller may sustain or incur as a result of any claim against Seller due to negligence or misuse of the product by the Buyer associated with the purchase or use of any product ordered. Buyer shall notify Seller in writing immediately upon Buyer's receipt of knowledge of any incident involving Seller's products which result in, or are reasonably expected to, personal injury or any other civil or legal claim. Buyer agrees to fully cooperate in the investigation and determination of the cause of such incident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such incident by Seller.
Limitation on Warranties
Except for the warranties, if any, printed on or packaged with products when sold, SELLER MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS, INCLUDING ANY WARRANTIES OR MERCHANTABILITY, SUITABILITY FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE WARRANTIES SHIPPED WITH THE PRODUCTS PROVIDE BUYER'S EXCLUSIVE REMEDIES IF PRODUCTS ARE DEFECTIVE OR NON-CONFORMING.
Limitations of Liability
SELLER WILL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTAL OR INDIRECT DAMAGE OR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT OR OTHER GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT TO BUYER. Seller's liability (whether in contract, tort or otherwise, and Seller with regard to any product or other goods or services furnished under this Agreement will not exceed the lesser of (a) $10,000 or (b) three (3) times the purchase price paid by the Buyer for the same.
Dispute Resolution Process
The Buyer and Seller shall use good faith efforts to address and resolve any and all disputes arising with regard to the purchase and sale of the products, but in case of failure, disputes may at Seller's option be settled through binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Unless otherwise agreed in writing by the parties, the location for any such arbitration proceeding will be in the Richmond metropolitan area of the Commonwealth of Virginia in the United States of America. Both parties acknowledge and agree that for purposes of such arbitration and other judicial proceedings, each is subject to jurisdiction in the federal and state courts located in the Commonwealth of Virginia. The award to be rendered shall be final and binding upon both parties and any court having jurisdiction thereof in the United States of America or the country in the Buyer's principal place of business is located may therefore enter judgment upon the award rendered by the arbitrators. Except for the enforcement of an arbitration award, Buyer hereby acknowledges and agrees that no litigation or other judicial or administrative proceeding that involves Seller will be initiated or pursued by Buyer in any jurisdiction outside of the United States of America. Notwithstanding any of the foregoing provisions, Seller may, at its option, bring suit or institute other judicial procedures against Buyer in any court where Buyer or its assets may be located.
The validity and interpretation of the Terms and Conditions of Sale and purchase orders, and of each clause and part thereof, shall be governed by the laws of the Commonwealth of Virginia. The parties hereby expressly exclude the applicability of the United Nations Convention on the International Sale of Goods.
No Resale of Products into U.S. Embargoed/Sanctioned Countries
In purchasing Seller's products, Buyer shall comply at all times with all applicable laws and regulations, including without limitation, United States Export Administration Regulations ("EAR") and any other applicable export control and sanctions regulations, and all environmental and health and safety laws and regulations (collectively, "Regulations"). In furtherance and not in limitation of the foregoing:
- Buyer shall have the sole responsibility for obtaining and maintaining, and shall obtain and maintain, any and all approvals, licenses, permits, registrations or authorizations, howsoever called, of any applicable regulatory agency, department, bureau or other government entity necessary for any resale or use of Seller's products outside of the United States, and shall not sell any products to, or for the use or benefit of, any intermediary or ultimate purchaser with which Seller could not sell products under laws or regulations of the United States or other applicable jurisdictions; and
- Buyer shall not directly or indirectly, engage in any activity or transaction in relation to any U.S. sanctioned country that, if undertaken by a U.S. person, would be in violation of U.S. sanctions laws and regulations, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701-1706), the provisions of related Executive Orders, sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") and any other Regulations that may be in effect and applicable to such sanctioned countries, unless both (i) applicable authorizations are obtained or general licenses apply, and (ii) Seller has provided its prior written approval.
Intellectual Property Rights
Seller has certain existing intellectual property rights with respect to the products and other assets, and any derivatives or improvements thereof. Buyer shall have no right, title or interest in any of Seller's intellectual property. For the purposes of these terms and conditions of sale, intellectual property rights are defined as inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know-how, copyrights, trademarks, and other industrial or intangible property rights of a similar nature; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions, and renewals of any such grant, registration, and/or right.
Buyer will not use Seller's name, trademarks, logos or service marks or refer to Seller or any of its affiliates directly or indirectly in any customer list, advertising, sales presentation, news release, release to any professional or trade publication or for any other purposes without Seller's prior written approval of such use and of the form and substance of the reference.
Amendments and Assignment
The Terms and Conditions of Sale set forth herein may not be amended and modified in any respect except in accordance with a written instrument signed by an authorized representative of Seller. Any sales contract formed between Buyer and Seller may not be assigned by Buyer except with the prior written consent of Seller. Seller may assign its rights and obligations under any such sales contract without the consent of Buyer.
Effect of Waiver Limited
Seller'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 Seller's right thereafter to enforce strict compliance with the terms and conditions hereof.