FUJIFILM IMAGING PRODUCTS & SOLUTIONS GmbH & Co. KG
Fon +49 (0) 21 54 – 8 97 88-0
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FUJIFILM IMAGING PRODUCTS & SOLUTIONS GmbH & Co. KG
HRA 6695 Amtsgericht Krefeld
Masato Yamamoto, Ryuichi Matoba, Antoon Nuiten
Persönlich haftende Gesellschaft:
FUJIFILM IMAGING PRODUCTS & SOLUTIONS Verwaltungs GmbH
HRB 16344 Amtsgericht Krefeld
Alternative dispute resolution pursuant to Article 14 sec. 1 of the Directive on consumer ADR and § 13 of the Consumer Participation Act /Platform for online dispute resolution of the European Commission
The European Commission provides a platform for online dispute resolution which you might find following this link http://ec.europa.eu/consumers/odr/. FUJIFILM IMAGING PRODUCTS & SOLUTIONS GmbH & Co. KG is not legally obliged to participate in the dispute resolution before a dispute resolution body.
General Terms and Conditions
1. Contract partner
The contract partner of the customer (“orderer”) in terms of these General Terms and Conditions is FUJIFILM IMAGING PRODUCTS & SOLUTIONS GmbH & Co. KG, Munich, Amtsgericht München (Munich Local Court) HRA 101446 (“contractor”).
For the business relationship between the contractor and the orderer, the following General Terms and Conditions in the version available in the internet at the time of the order apply exclusively. The General Terms and Conditions can be printed out by the orderer for the purpose of the online order.
3. Communication channel
The contract can only be concluded in text form (§ 126 b of the German Civil Code (BGB)). For this purpose, the orderer has to register with the service and have a valid e-mail address until the end of the contractual relationship, i.e. delivery of and payment for the ordered services and for the duration of the warranty period. The contractor will only use this e-mail address in order to communicate with the customer.
4. Order and conclusion of contract
4.1 The contractor will allow the customer to order physical copies of digitally produced and submitted photos (hereinafter referred to as the goods) and other related services as required.
4.2 The contract will be formed when the order placed over the internet (“offer”) by the orderer has been confirmed by e-mail by the contractor (“acceptance”).
4.3 For an orderer who is an entrepreneur in terms of § 14 BGB (“commercial customer”) and has a customer number with the contractor, this confirmation e-mail is not required. Here the contract will be formed with the submission of an order CD or the submission of the data.
5.1 The goods are delivered only in the territory of the Federal Republic of Germany. The orderer will not have the right to claim compensation in the event of any delay in delivery by the contractor, unless otherwise is stated in number 10 of the General Terms and Conditions. The orderer will not have the right to refuse acceptance in the event of any delay in delivery.
5.2 Delivery costs will be charged for the delivery of the goods; the exact amount of these delivery costs is calculated separately for each delivery of goods. Details on the amount of the delivery costs charged can be found in the contractor’s current price list as amended.
6.1 The prices charged for delivery will be the contractor’s prices that are applicable on the day the contract is concluded. For commercial customers the individually-agreed prices will apply as amended. The prices are in euros and include statutory VAT. The invoice amount will be due for payment upon receipt of the delivery and the invoice without deduction to the account stated in the invoice. If the orderer is in default of payment following receipt of a reminder after the due date or is automatically in default of payment after thirty days following receipt of the invoice, the contractor will have the right to claim default interest and compensation for damages caused by the delay.
6.2 If the goods are collected by the orderer or by a person authorised by the orderer, payment will be made upon presentation of the order confirmation or the person’s identity card at the place of delivery chosen by the orderer.
7. Retention of title
The goods delivered to the orderer will remain the property of the contractor until full settlement of all of the debts relating to the contractual relationship. The commercial customer has the right to sell the goods on in the ordinary course of business. In this case, the orderer assigns now to the contractor as security his claims for payment against his customer; the contractor accepts this assignment.
8. Right of cancellation
Any right to cancel the order as per §§ 355 BGB is excluded in accordance with 312g para. 2 no. 1 BGB, as none of the goods to be produced and supplied by the contractor are prefabricated and all are produced as chosen and decided individually by the order or are tailored uniquely to the personal needs of the orderer.
9.1 The contractor assumes liability in the case of material defects in accordance with the statutory regulations concerning sale of goods (§§ 433 ff. BGB), unless otherwise is stated below.
9.2 No particular quality of the goods to be delivered has been agreed. The delivered goods are defective if they do not meet the technical standards of digital photo development and processing. Differences in colour between the photos and the original image files cannot be technically avoided and are therefore not defects. The photos will also not be defective if a loss of quality is due to the properties of the orderer’s original image files (e.g. “low resolution”). The contractor provides no guarantee for quality or durability.
9.3 The orderer has to notify in text form (e.g. email or fax are sufficient) obvious defects in the delivered goods that are noticeable without particular attention immediately upon delivery, and within two weeks of receipt at the latest, stating the defect. However, any later notification of obvious defects will not result in any loss of warranty rights for a consumer.
9.4 If the order has been placed by an entrepreneur in the course of his professional activities, the entrepreneur has to inspect the goods immediately upon receipt and notify any noticeable defects within one week. If the orderer fails to notify, the delivered goods will be deemed to have been accepted. The same applies for any defects that appear later.
9.5 The contractor has the right to supplementary performance. The orderer reserves the right, however, in the event of the supplementary performance being unsuccessful, to reduce the price or withdraw from the contract. If the orderer withdraws from the contract, he has to return the goods in full. The delivery costs will be borne by the contractor.
9.6 If the delivered goods are defective (see number 9.2), supplementary performance will be by way of replacement. The contractor is entitled to three attempts of supplementary performance. If these are unsuccessful or if the contractor, despite being set a reasonable deadline by the orderer, has not provided the supplementary performance, the supplementary performance will be deemed to have failed, and the orderer will be entitled to the statutory rights referred to in number 9.5 clause 2.
9.7 The rights of the commercial customer concerning defects will expire one year after the delivery of the goods. If a warranty claim for compensation is due to wilful intent, gross negligence or injury to life, body and health, the statutory warranty period will apply.
10.1 The contractor will not be liable for compensation, unless otherwise is stated below.
10.2 The limitation of liability as per number 10.1 of the General Terms and Conditions will not apply for liability for damages due to injury to life, body and health, a deliberate or negligent breach of duty by the contractor, its legal representatives or vicarious agents. 10.2 The limitation of liability as per number 10.1 of the General Terms and Conditions will also not apply for any other damages due to a grossly negligent breach of duty by the contractor, its legal representatives or vicarious agents.
10.3 The disclaimer of liability as per number 10.1 of the General Terms and Conditions will also not apply for the breach of major contractual obligations, i.e. those obligations whose fulfilment enable the contract to be performed properly at all and which the contract partner may routinely trust are adhered to, by the contractor, its legal representatives or vicarious agents. In the event of a breach of a major contractual obligation, the scope of the liability for compensation for damages will be limited though to damages typically foreseeable for this type of contract.
10.4 The orderer’s right to terminate the contract in the event of the breach of an obligation for which the contractor is responsible and does not constitute a defect in the goods remains unaffected.
10.5 The contractor’s liability under the German Product Liability Act (Produkthaftungsgesetz) also remains unaffected.
11. Data protection / data backup
11.1 The orderer’s personal data is collected by the contractor for the purpose of order processing. The orderer has given his separate consent to the collection, processing and use of his personal data. The personal data will be collected, processed and used solely for the purposes specified in the consent form/data protection declaration. The orderer’s personal data will be collected, processed and used in accordance with the German Data Protection Act (Bundesdatenschutzgesetz, BDSG) and the German Tele Media Act (Telemediengesetz, TMG). All data will be treated confidentially. If the consent is revoked in the future by the orderer, the contractor will delete the personal data immediately, unless the order process is still to be completed.
11.2 The contractor expects the orderer to back up the data records he submits when placing the order for processing by the contractor, including in the time after the submission of the data and the delivery of the goods to him.
11.3 The data submitted by the orderer will not be backed up by the contractor.
12. Copyrights, criminal law
12.1 The orderer alone is responsible for the image files submitted. The orderer assures the contractor with the placement of the order that no copyrights, trade mark rights or any other rights of third parties will be infringed by the due processing of the order. All consequences of any infringement of these rights will be borne by the orderer alone.
12.2 The orderer also assures with the placement of the order that the content of the image files submitted does not breach criminal law, in particular the regulations concerning the distribution of child pornography (§ 184 of the German Penal Code (StGB)). If the contractor should become aware of any breach of this assurance, the contractor will call in the responsible criminal prosecution authorities immediately.
13. Copyright for and right to use the software
13.1 The software (programme and manual) supplied by the contractor is protected by copyright. All rights to the software and any documents handed over during the contract formation process and the performance of the contract are due in the relationship between the parties solely to the contractor.
13.2 The contractor grants the orderer the non-exclusive right, which is unlimited in terms of time and territory, to use the software in his business or for his own purposes as stated in these General Terms and Conditions and in the manual.
13.3 The orderer may create the backup copies required for a secure operation. These are to be identified as such and (where technically possible) provided with the copyright notice of the original data carrier. The user manual may only be copied for internal purposes.
13.4 The copyright notices, trademark notices, other legal reservations, serial numbers and any other features that serve to identify the programme included in the software may not be changed or disguised.
13.5 The orderer may only pass the software onto a third party as a whole and only if this third party declares that it is in agreement that the copyrights and rights of use included in this paragraph will continue to apply. If the orderer passes the software onto a third party, he will stop using the software for good and not retain any copies. He will hand over to the third parties the original data carriers and manuals.
13.6 All other types of use of the software, in particular the translation, editing, arrangement, other adaptations (apart from the statutory exceptions of §§ 69d, 69e German Copyright Act (Urheberrechtsgesetz, UrhG)), any other distribution of the software (offline or online) and its renting or lending require the contractor’s consent in writing.
13.7 The contractor may revoke the rights of use if it has good cause. Good cause will exist in particular if the orderer is in default with a significant portion of the payment or does not comply with the conditions in this number 13 and does not immediately stop this noncompliance after receiving a written warning with the threat of revocation from the contractor. In the event of the revocation of the rights of use, the orderer will return the original software and existing copies and delete the stored programmes. Upon request by the contractor, the orderer will confirm the return and deletion in writing.
14. Granting of rights of use
The orderer retains all rights to all data submitted to the contractor or to persons authorised by the contractor. So that the contractor can complete the orderer’s order, the orderer grants the contractor for the duration of the processing until the due completion of the order the right to use the image files submitted to the contractor for the services to be performed (right of use). The right of use includes in particular the storage, duplication and editing of the image files. The right of use also includes the right to make individual files available to third parties for error correction purposes.
15. Online dispute resolution/ alternative dispute resolution
15.1 Since February 15, 2016 the European Commission provides a platform for online dispute resolution. The consumers have the opportunity to resolve their disputes in connection with their online purchases without going to a court before. The platform for online dispute resolution of the European Commission can be found under following link http://ec.europa.eu/consumers/odr/. The right of the consumer to initiate legal proceedings remains unaffected by the online dispute resolution.
15.2 The contractor is not legally obliged to participate in the dispute resolution before a dispute resolution body.
16. Right to make amendments
The contractor may amend these General Terms and Conditions at any time. The contractor will inform the orderer of the amendments. If the orderer uses the services of the contractor after having been advised of an amendment, he accepts this amendment. With an amendment to the General Terms and Conditions, older versions will no longer be valid for the orderer.
17. Place of fulfilment, place of jurisdiction and applicable law
If the orderer does not have a place of residence in Germany or does not usually reside in Germany at the time legal action is taken, or if the orderer is acting in his capacity as a business person, Munich will be agreed as the place of jurisdiction. German law applies.
18. Miscellaneous, salvatorius clause
If any provision in these General Terms and Conditions should be or become invalid for any reason, the validity of the remaining provisions will not be affected. The ineffective provision will be replaced by the relevant legal provision.