FUJIFILM  SA PTY LTD –  TERMS AND CONDITIONS OF SALE AND PAYMENT

 

    1. PRICES
        • The Creditor’s prices are determined as per the Creditor’s quotation when applicable.
        • The Creditor’s prices for the goods are exclusive of any amounts in respect of initiation fees, monthly service fees, interest and any other financial costs.
        • All prices exclude Value Added Tax.

       

    2. PAYMENT
      • The terms of payment granted are, unless amended in writing by a director/manager of the Creditor, COD, 30 (thirty) days net from the date of statement or as otheriwse agreed.
      • If the Applicant should fail to object to any item appearing on the Creditor’s statement of account within ten (10) days of date of the despatch of the statements, the accounts shall be deemed to be in order.
      • It is agreed that any deferral of payment granted by the Creditor as a result of this application may be withdrawn or the terms thereof altered by the Creditor, at its sole discretion and without notice to the Applicant.
      • In the event of any order being given to the Creditor on an order form reflecting the Applicant’s name as the entity from which the order emanates, such order shall be deemed to have emanated from the Applicant, notwithstanding the fact that such order may have been given or signed by a person not authorised by the Applicant and such order will be deemed to constitute valid delivery.
      • All overdue sums/amounts shall bear interest at the maximum permissible rate of interest as determined by legislation from time to time.
      • In the event of any amount owing by the Applicant falling into arrears, the Creditor shall have the right to appropriate any payment received, firstly toward interest, then costs and thereafter in reduction of the capital amount owing.
      • Should the Applicant default in paying their account or should any negotiable instrument furnished by the Applicant be dishonoured, the Creditor shall be entitled, but not compelled, to forthwith demand that the whole amount outstanding on the account shall immediately become due and payable notwithstanding the fact that a portion of the amount may not be due in accordance with the agreed terms of payment.
      • Any promissory note, bill of exchange or other negotiable instrument received by the Creditor from the Applicant shall not constitute a novation of the debt for which it is given.
      • The Applicant agrees that in the event of any portion of an invoiced indebtedness being disputed, the Applicant shall forthwith pay the full outstanding amount, without deduction or set-off, whatsoever in nature according to the agreed terms of payment deferred allowed by the Creditor, failing which any discount permitted in respect of the invoiced indebtedness will be forfeited. It is further agreed that in the event of there being any defect or query relating to goods delivered, such defect or query shall be brought to the attention of the Creditor in writing within 48 (forty eight) hours of the date stated on the delivery note or invoice delivered simultaneously therewith failing which, all materials shall be deemed to have been received by the Applicant, free of any defect whatsoever in nature.
      • A certificate signed by the secretary/manager or any director of the Creditor reflecting the amount owing by the Applicant to the Creditor in respect of the deferred payment granted to the Applicant in terms hereof relating to the Applicant’s dealings with the Creditor and of the fact that such amount is due, owing and unpaid shall be prima facie proof of the effects therein stated for the purpose of any action (whether by way of provisional sentence or otherwise), proof of debt on insolvency or for any purpose whatsoever where the amount of such claim is required to be established and it shall rest with the Applicant to prove that such amount is not owing and/or due and unpaid.
      • The Creditor does not appoint the Post Office as its agents for payments by post. All payments shall be made to the Creditor’s place of business as per the invoice which is rendered by the Creditor.  In the event of any payments being mislaid or lost in the post the Applicant shall still be liable to the Creditor for payment.

     

      • Creditor may at any time, before or after termination of this agreement in its discretion, appropriate or re-appropriate any monies received from the Applicant towards reduction of any amount owed by the Applicant or Creditor, whether in terms of this agreement or otherwise. Applicant specifically waives its rights to name the debt to which payment shall be applied.

     

    1. RETENTION
        • Until such time as the Applicant has paid the purchase price in full in respect of any purchase of goods, the ownership in and to all such goods shall remain vested in the Creditor, the Creditor shall, in its sole discretion, without notice to the Applicant, be entitled to take possession of any such goods which have not been paid for and in respect of which payment is overdue, in which event the Applicant shall be entitled to a credit in respect of the goods so returned being the price at which the goods are sold or the value thereof as determined by the Creditor. The Applicant hereby waives any right it may have for the spoliation order against the Creditor in the event that the Creditor takes possession of any goods.
        • The Applicant hereby chooses the delivery address as stated on page 2 of this application as the location of the goods. The Applicant shall furnish in writing the particulars of any change in location of the goods within 48 hours of the goods being transferred to another location.
        • Should the Applicant at any time be wound up, whether provisionally or finally, (which liquidation or sequestration shall be deemed to be a material breach by the Applicant) or in the event of the Applicant being an individual or partnership and having his/its estate sequestrated, whether provisionally or finally, any goods delivered by the Creditor to the Applicant and in respect of which payment has not been made at the date of the winding up or sequestration (whether payment in respect thereof be due or not) shall immediately be returned to and recoverable by the Creditor and the agreement pursuant to which such goods were sold shall be deemed to have been cancelled in respect of the goods so returnable/recoverable.

       

    2. OWNERSHIP AND USE OF EQUIPMENT AND FITTINGS
        • Ownership of all equipment remains that of the Creditor, unless a separate written agreement is entered into.

       

    3. DELIVERY (WHERE APPLICABLE)
        • It is agreed that delivery promises by the Creditor are made in good faith and late deliveries, however caused, shall not give rise to any claim for damages or consequential loss for any cause whatsoever arising and shall not entitle the Applicant to cancel the order.
        • The signature of any employee or agent of the Applicant which appears on the Creditor’s official delivery note or waybill, or the delivery note of any authorised independent carrier, will constitute evidence of full delivery of goods as detailed on the said document and thus purchased by the Applicant.
        • Where goods are to be delivered/collected as required in terms of the contract and the Applicant does not accept delivery or collection, the Creditor may either cancel the contract and claim from the Applicant any damages it may sustain, alternatively at its option it may enforce the contract tendering the goods in question only against immediate payment, notwithstanding any previous terms agreed.
        • Time shall not be of the essence of any contract.

       

    4. RISK AND EXCLUSIONS
        • The goods shall be regarded as having been sold without warranty against latent defects therein. No liability whatsoever shall arise furthermore on the part of the Creditor for any representation or warranty made or alleged to have been made at any time in respect of the goods sold by the Creditor to the Applicant.
        • The Applicant acknowledges that the Creditor is not the manufacturer of the goods. The Applicant accordingly indemnifies and holds the Creditor harmless against any claim that may be brought against the Creditor in consequences of such goods being defective and causing any damage whatsoever, whether through accident or negligence, gross negligence or any other cause.
        • The Applicant shall not have any claim whatsoever against the Creditor for any failure by the Creditor to carry out its obligations as a result of late and/or short deliveries, any defects on the materials or workmanship, any negligence of the Creditor or its employees and/or any vis major, including but not being limited to any strike, lock-out, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any supplier of the Creditor, riot, political or civil disturbances, the elements, any act of any State of Government, any delay in securing any permit, consent or approval required by the Creditor for the supply of goods, or any other cause whatsoever beyond the Creditor’s absolute and direct control.
        • The risk in and to the goods shall pass from the Creditor to the Applicant on the date of delivery notwithstanding that ownership will not pass to the Applicant until full payment of the purchase price. Delivery shall be deemed to have taken place against signature of the Creditor’s delivery note, proof of posting if the goods are posted to the customer, or delivery to the South African Transport Services, Road Carrier or any other agent authorised by the Creditor, if the goods are railed or transported by the Creditor.
        • The Post Office/South African Transport Services, Road Carrier or any other agent authorised by the Creditor, shall act as the agent of the Applicant.

       

    5. RETURNS
        • The Applicant acknowledges that should the correct goods be supplied and delivered and should these be returned at the Applicant‘s request due to no fault accruing to the Creditor then such goods will be subject to a 10% handling charge which shall immediately become due and payable by the Applicant. All payments and returns of goods to representatives or agents of the Creditor are entirely at the risk of the Applicant.  Goods should be returned directly to the Creditor’s place of business from where the goods were ordered.

       

    6. CESSION AND ASSIGNMENT
        • The Applicant undertakes to notify the Creditor, in writing, within 7 (seven) days of any change in ownership of the Applicant‘s business, or should the Applicant be a company, of its share transactions whereby the majority shareholding is affected, failing which notice the entire balance owing, whether due or not, will immediately be deemed to be due and payable by the Applicant. In addition to the afore going, the Applicant acknowledges that immediately upon any change of ownership in the Applicant any outstanding amount whether due or not shall be deemed to be forthwith payable by the Applicant to the Creditor.
        • The Creditor shall, at any time, in its sole discretion, be entitled to cede all or any of its rights in terms of this application for credit facilities and deed of suretyship to any third party without prior notice to the Applicant.
        • The Applicant acknowledges that in the event of it being a proprietorship, partnership, a company or a close corporation and converting from a proprietorship, partnership or company to a close corporation or from a proprietorship, partnership or close corporation to a company at any time hereafter, as the case may be, any surety/signatory in terms of this application for credit shall nevertheless still remain bound as a surety.

       

    7. DOMICILE
        • The Applicant hereby chooses Domicilium Citandi et Executanidi (domicile of summons and execution) for all purposes arising out of this application at the address stipulated on page 2 of this application under the description “physical address”.
        • The Applicant undertakes to notify the Creditor forthwith in writing of any change of address.

       

    8. NATIONAL CREDIT ACT
        • The Applicant understands that the information given herein is to be used by the Creditor for the purposes of assessing his credit worthiness. The Applicant confirms that the information provided is accurate and complete and further agrees to update the information supplied, as and when necessary, in order to ensure the accuracy of the above information, failing which the Creditor will not be liable for any inaccuracies.
        • The Creditor has the Applicant’s consent at all time to contact and request information from any persons, credit bureaus or businesses, including those mentioned in this Application form and to obtain any information relevant to the Applicant’s credit assessment including, but not limited to, information regarding the amounts purchased from supplier’s per month, length of time applicant has dealt with such supplier, type of goods or services purchased and manner and time of payment.
        • The Applicant agrees that information given in confidence to the Creditor by a third party in respect of the Applicant will not be disclosed to the Applicant.
        • The Applicant hereby consents to and authorises the Creditor at all times to furnish personal and credit information concerning the Applicant’s dealings with the Creditor to a credit bureau and to any third party seeking a trade reference regarding the Applicant in his dealings with the Creditor.
        • Should the Applicant’s application be refused, the Applicant may request in writing reasons for the refusal of the application.

       

    9. MISCELLANEOUS
      • Notwithstanding the amount which may at any time be owing by the Applicant to the Creditor, the parties do hereby consent, in terms of Section 45 of the Magistrate’s Court Act (No 32 of 1944 as amended), to the jurisdiction of the Magistrate’s Court having jurisdiction for the determination of any action or proceeding otherwise beyond the jurisdiction of the said court which may be brought by the Creditor against the Applicant arising out of any transaction between the parties, it being recorded that the Creditor shall be entitled, but not obliged, to bring any action or proceeding in the said court and that all costs incurred in any action against the Applicant in any competent court including costs on an attorney and own client scale and attorneys collection commission will be paid by the Applicant.
      • Any condonation of any breach of any of the provisions hereof or other act or relaxation, indulgence or grace on the part of the Creditor shall not in any way operate as or be deemed to be a waiver by the Creditor of any rights under this contract or be construed as a novation thereof.
      • Each clause of these conditions of sale is severable, the one from the other and if any one or more clauses are found to be invalid or unenforceable, that clause/clauses shall not affect the balance of these conditions of sale, which shall remain of full force and effect.
      • This contract contains the entire agreement between the parties and any other terms thereof whether express or implied or excluded herefrom and any variation, cancellations or additions to this contract shall not be of any force or effect unless reduced to writing and signed by the parties or their duly authorised signatories.
      • The Applicant acknowledges that no terms at variance with the terms and conditions of this application for credit and which have been sought to be introduced by the Applicant at any time shall be of any force or effect unless the Creditor has in writing expressly and unambiguously agreed that the terms so sought to be introduced by the Applicant shall apply. Without derogating from the generality of the afore going the Creditor shall not be regarded as having so expressly agreed by virtue merely of the Creditor having agreed to execute an order in which inconsistent terms have been introduced by the Applicant and notwithstanding that the Creditor has not rejected such inconsistent term

     

    1. FORCE MAJEURE

    Force majeure means any and all acts or events which are neither controllable nor predictable and therefore independent of the will of any party or of its sub-contractors

    Except for the party’s obligation to make timely payment for the Products already shipped by Fujifilm, neither party shall be held liable for any failure or delay in the performance of any of the obligations on its part to be performed hereunder, if and to the extent such failure or delay is caused by any cause or causes beyond reasonable control of such party.

    The latter includes, but is not limited to strikes, lockouts, riots or other industrial action; acts of god, fire, storm, flood, earthquakes; hurricanes, tornado’s, lightning and explosions, Government declarations and regulations, lockdowns rendering a business unable to trade, breakdown, malfunction, or damage to plant, machinery, equipment or facilities; delay, shortage, lack of, or interruptions to supplies, electricity, gas, water, equipment, fuel and other materials; war, riot, revolution, earthquake, tidal wave, essential supply difficulties and irremediable non-performance by a third party, road closures or lack of access to roads; inability to obtain or renew the required permits or licenses, accident, military operation, rebellion,  epidemic, pandemic, quarantine regulations, labour dispute, shortage of manpower or energy, embargo, failure or delay in transportation, inability to obtain required raw materials or machines and any laws, regulations or other governmental action.

    If any such delay exceeds 30 (thirty) days, either party may at its election terminate this agreement effective immediately by giving a written notice to the other party.

    Annexure A

    1. ANTI CORRUPTION
    1. The Customer shall comply with all laws applicable to its performance under this Agreement, including without limitation, those dealing with improper or illegal payment, gifts or gratuities.
    2. The Customer shall not, and shall cause its shareholders, members, managers, directors, officers, employees, advisors, consultants, representatives, agents and other persons operating for its benefit (collectively, its “Representatives”) not to, take any action in connection with this Agreement or any of the transactions or activities contemplated hereby or otherwise for the benefit of or on behalf of the Customer which could be deemed to be a violation of any of the anti-corruption laws applicable in the Territory (collectively, the Applicable Anti-Corruption Laws ), including but not limited to the Prevention and Combating of Corrupt Activities Act, 12 of 2004, of the Republic of South Africa.
    3. Without limiting the above, the Customer hereby covenants that (i) it shall comply with the Applicable Anti-Corruption Laws and shall cause its Representatives to comply with the Applicable Anti-Corruption Laws in connection with this Agreement and the transactions and activities undertaken by the Customer; and (ii) it agrees not to take, or permit to be taken, directly or indirectly, through any Representative or otherwise, any actions that would subject the Customer or any of its Representatives to any civil or criminal penalties or loss of benefits pursuant to the Applicable Anti- Corruption Laws.
    4. Without limiting the above, the Customer shall not (or permit any Representative to) directly or indirectly offer, pay, promise to pay or authorize the payment of any money or thing of value to any person whether for the benefit of that person or for the benefit of another person in order to act, personally or by influencing another person so to act, in a manner:

    4.1 that amounts to the illegal, dishonest, unauthorized, incomplete, or biased exercise, carrying out or performance of any powers, duties

    or functions arising out of a constitutional, statutory, contractual or any other legal obligation; or

    4.2  that amounts to the misuse or selling of information or material acquired in the course of the exercise, carrying out or performance

    of any powers, duties or functions arising out of a constitutional, statutory, contractual or any other legal obligation,

    4.3 that amounts to the abuse of a position of authority, a breach of trust or the violation of a legal duty or a set of rules;

    4.4 designed to achieve an unjustified result; or

    4.5  that amounts to any other unauthorized or improper inducement to do or not to do anything.

    1. Without limiting the above, the Customer shall not directly or indirectly offer, pay, promise to pay or authorize the payment of, or permit any Representative to directly or indirectly offer, pay, promise to pay or authorize the payment of, any money or thing of value, such as providing gifts or entertainment, to any officer, employee or representative of any governmental authority, agency, legislature, court, political party, government-owned company or public international organization (“Governmental Official”) for the purpose of (A) influencing any act or decision of any Governmental Official, or (B) inducing such Governmental Official to do or omit to do any act in violation of the lawful duty of such official, or (C) inducing such Governmental Official to use his or her influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality in order, in the case of clause (A), (B) or (C), to assist the Customer or any of its Representatives in obtaining or retaining business, or directing business to such person, or assisting such person in obtaining any advantage.
    2. The Customer represents that, except as disclosed to FU, the Customer has no family or business ties, employment relationship or any other form of affiliation with any Governmental Official, which ties, relationship or affiliation may substantially influence the decisions of any Governmental Official.
    3. During the term of this Agreement, the Customer shall within 30 days after the end of March, furnish Fujifilm with a status report on compliance with this Article during the previous twelve month period (i.e. from April the 1st to March the 31st.)
    4. The Customer shall immediately disclose to Fujifilm details of any corrupt or illegal practice under the Applicable Anti-Corruption Laws in its performance of this Agreement or otherwise in connection with the Agreement or the business resulting from this Agreement, of which it is or may become aware.
    5. Fujifilm and/or its duly authorized third party shall have the right at any time to audit the Customer’s performance, facilities, and records and accounts (and to make any copies and extracts thereof) related to this Agreement to verify the Customer’s compliance with the terms of this Article and the Applicable Anti-Corruption Laws.
    6. If at any time Fujifilm reasonably suspects that the Customer or its Representatives has committed or is likely to commit any breach of the Applicable Anti-Corruption Laws, Fujifilm may immediately terminate this Agreement on such date as it may specify, or alternatively suspend the operation of this Agreement for such period as it may specify, in any case, by giving written notice to the Customer. Any suspension may be extended by Fujifilm for successive period(s) as it decides. Fujifilm may also terminate this Agreement by giving a written notice during or following any period(s) of suspension.
    7. In addition to any other indemnification obligations set forth in this Agreement, the Customer shall indemnify, defend and hold harmless Fujifilm, its subsidiaries and Affiliates and its and their respective directors, officers, employees and agents from and against any loss, claim, fine, penalty, cost or expense, including reasonable attorneys’ fees, resulting from or in connection with any breach by the Customer or its Representatives of this clause 39.1 or the Applicable Anti-Corruption Laws. Notwithstanding any other provision of this Agreement, any losses (including any monetary penalty) to Fujifilm or any of its subsidiaries or Affiliates arising from a breach of clause 39.1 or the Applicable Anti-Corruption Laws by the Customer shall not be subject to any limitation of liability or other exclusion of consequential or incidental damages contained in this Agreement.

     

    1. PROTECTION OF PERSONAL INFORMATION ACT
    • “For the purpose of the Agreement, the terms used in this clause shall, unless otherwise stated or inconsistent with the context in which

    they appear, bear the meaning as prescribed by the Protection of Personal Information Act 4 of 2013.

    1. Each party will comply with all reasonable requests from the other party in respect of the protection of personal information of the

    other party’s employees, customers and suppliers (data subjects), which it receives or received in connection with the performance

    under this Agreement. To the extent that either party processes personal information of the other party, including but not limited to

    personal information relating to its employees, customers and suppliers, each party agrees that it will:

    • Restrict access to personal information to those employees or agents who are properly authorized to process such personal

    information and who, by virtue of their office or contract are subject to appropriate confidentiality obligations;

    • Restrict access to and processing of personal information of data subjects to the extent reasonably required to perform

    obligations

    • under this Agreement, unless expressly instructed otherwise in writing;

    2.2.3   Not amend, modify or alter personal information, including merging such personal information with other data;

    2.2.4   Not disclose, or cause to be disclosed, such personal information to unauthorized third parties;

    2.2.5   Not commercially exploit or engage in any activity that may in any manner adversely affect the integrity, security or

    confidentiality of such data, unless expressly permitted in writing;

    2.2.6   Follow the other party’s instructions in connection with processing such personal information;

    2.2.7   Implement reasonable, appropriate technical and organizational measures to preserve the integrity and confidentiality of the

    personal information and to prevent any unauthorized processing, access, use, corruption, disclosure or loss of the personal

    information;

    2.2.8   Maintain aforesaid measures and verify that all security measures that are in place, are effectively implemented and continually

    updated and maintained;

    2.2.9   Not transfer or process personal information outside of South Africa to recipients that are not subject to appropriate data

    protection principles unless consent of the other party is obtained to do so;

    2.2.10 Not disclose any such personal information to any third party without the prior written consent of the other party or unless

    required by law;

    2.2.11 Conduct regular assessments to identify all reasonable foreseeable internal and external risks to the personal information in

    that party’s possession or control and update and align safeguards with the risks identified;

    2.2.12 Delete and / or destroy any personal information in its possession or control upon the expiry of the applicable retention period

    as prescribed by law, or upon the expiry or termination of this Agreement, or within 10 (ten) days of a written request by the

    other party requesting the deletion or handing over of such personal information, whichever occurs first, unless otherwise

    agreed upon between the parties;

    2.2.13 Provide the other party upon reasonable advance notice with access to its premises to ensure that appropriate security measures

    are in place to protect the personal information.

    1. In protecting personal information as set out in clause 2.2 above, the parties agree to adhere to all data privacy laws, including but not

    limited to the Protection of Personal Information Act, 4 of 2013, and in the event of any unauthorized, unlawful and/or unintended

    processing or where there are reasonable grounds to believe that the personal information has been access or acquired by any

    unauthorized person, each party  will immediately notify the other party and will co-operate with all reasonable requests to investigate,

    mitigate loss and remediate such incident with an appropriate response.

     

    Annexure  B

    STC CONDITIONS

    1.     STC Sales conditions

    COMPLIANCE WITH EXPORT CONTROL LAWS

    Buyer agrees to comply with all applicable national and international export control and sanctions laws and regulations, including, but not limited to those pertaining to U.S. (re-)export regulations, EU or local export control and sanctions regulations, Catch-all regulations, or the export or import controls or restrictions of other applicable jurisdictions.

    Buyer agrees not to use, sell, export or re-export, directly or indirectly, any of FUJIFILM’s products, software or technology for purposes associated with chemical, biological and nuclear weapons, missiles carrying such weapons, or terrorism. Buyer also agrees not to unlawfully sell or export to any country subject to an (arms) embargo or sanction imposed by the United Nations, the Organization for Security and Co-operation in Europe, the European Union or the United States of America, nor to sell, export or re-export unlawfully to any denied person under European, Japanese or U.S. export control and sanctions regulations.

    Buyer agrees to use, sell, transfer, export or re-export, directly or indirectly, any of FUJIFILM’s products, software, technology or documentation under strict adherence to all applicable export control laws and shall indemnify and hold harmless FUJIFILM against any claims and/or damages incurred due to breach of the foregoing.

    The validity of FUJIFILM’s quotation and any resulting agreement or contract may be subject to the granting of a governmental export or import license. In the event that an end-use statement is required, Buyer shall provide FUJIFILM with such document on first written request; if an import license or proof of import is required, Buyer shall provide FUJIFILM with such document as soon as it is available.

     

    2.     STC Purchasing conditions

    COMPLIANCE WITH EXPORT CONTROL LAWS

    Supplier agrees to comply with all applicable national and international export control and sanctions laws and regulations, including, but not limited to those pertaining to U.S. (re-)export regulations, EU or local export control and sanctions regulations, Catch-all regulations, or the export or import controls or restrictions of other applicable jurisdictions. Supplier agrees not to export or re-export, directly or indirectly, any goods, software or technology to any country for which, at the time of export or re-export, an export license or other governmental approval is required, without first obtaining such license or approval.

    Supplier shall indemnify and hold harmless FUJIFILM against any claims and/or damages incurred due to breach of the foregoing.

    Supplier agrees to inform FUJIFILM in writing whether or not the supplied goods, software or technology is U.S. controlled and/or controlled under the export control laws of its own country, and if so, what the export control classification number (ECCN) is.

    Supplier also agrees to notify FUJIFILM immediately in writing in case any export restrictions or license requirements are valid for the deliveries involved.

     

    3.     STC Distributor conditions

    COMPLIANCE WITH EXPORT CONTROL LAWS

    The Distributor agrees to comply with all applicable national and international export control and sanctions laws and regulations, including, but not limited to those pertaining to U.S. (re-)export regulations, EU or local export control and sanctions regulations, Catch-all regulations, or the export or import controls or restrictions of other applicable jurisdictions.

    The Distributor agrees not to use, sell, export or re-export, directly or indirectly, any of FUJIFILM’s products, software or technology for purposes associated with chemical, biological and nuclear weapons, missiles carrying such weapons, or terrorism.

    The Distributor also agrees not to unlawfully sell or export to any country subject to an (arms) embargo or sanction imposed by the United Nations, the Organization for Security and Co-operation in Europe, the European Union or the United States of America, nor to sell, export or re-export unlawfully to any denied person under European, Japanese or U.S. export control and sanctions regulations.

    The Distributor agrees to use, sell, transfer, export or re-export, directly or indirectly, any of FUJIFILM’s products, software, technology or documentation under strict adherence to all applicable export control laws and shall indemnify and hold harmless FUJIFILM against any claims and/or damages incurred due to breach of the foregoing.

    The validity of FUJIFILM’s quotation and any resulting agreement or contract may be subject to the granting of a governmental export or import license. In the event that an end-use statement is required, the Distributor shall provide FUJIFILM with such document on first written request; if an import license or proof of import is required, the Distributor shall provide FUJIFILM with such document as soon as it is available.

    Where the delivery of products or services is restricted or prohibited due to export control laws or non-issuance of required governmental licenses, the obligations of FUJIFILM and the Distributor’s rights will be suspended for the duration of such restriction or prohibition, and if this suspension continues for a period of at least one (1) month, this Agreement may be terminated by FUJIFILM immediately by giving a written notice to the Distributor, without incurring any liability towards the Distributor.