By placing a check in the “I ACCEPT” BOX, CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ THIS EQUIPMENT RENTAL AGREEMENT, AND UNDERSTANDS AND AGREES TO ALL THE TERMS AND CONDITIONS HEREIN. CUSTOMER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND FUJITSU COMPUTER PRODUCTS OF AMERICA, INC. (“FCPA”) AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, BOTH ORAL AND/OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT IF FCPA IS REQUIRED TO ENGAGE IN ANY PROCEEDING, LEGAL OR OTHERWISE, TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT, FCPA SHALL BE ENTITLED TO RECOVER DAM AGES FROM YOU, IN ADDITION TO ANY OTHER SUMS DUE, REASONABLE ATTORNEY FEES, COSTS, AND DISBURSEMENTS.
This Equipment Rental Agreement (“Agreement”), effective as of the date you place your order (“Effective Date”) on https://fujitsuscannerstore.com/ (“Site”), is entered into by and between Fujitsu Computer Products of America, Inc. located at 1250 East Arques Avenue Sunnyvale, CA 94085, and Customer located at the billing address provided on the Effective Date.
The following terms, as used in this Agreement, are defined as:
- "Casualty Value" means the market value of the Equipment at the end of the Term or when in relation to a Total Loss, the market value the Equipment would have had at the end of the Term but for the Total Loss.
- "Total Loss" means any loss or damage to Equipment that is not repairable or that would cost more to repair than the market value of the Equipment.
- "Equipment" includes hardware and software products ordered by Customer from the Site.
The Company agrees to rent the Equipment to the Customer, and the Customer agrees to rent the Equipment from the Company, in accordance with the terms and conditions set out in this Agreement.
3. Term and Termination
- This Agreement shall be effective from the Effective Date to the date that the Equipment is returned (“Agreement Term”).
- The rental period shall be the rental term purchased by Customer (“Rental Period”). Customer may purchase Rental Periods of one week, one month, two months or three months that expire on the date that the Equipment is returned and received by Fujitsu. Customer will receive reminder that the Rental Period is about to expire.
- Extension of Rental Periods. Customers may extend a Rental Period by placing an order for an extension on the Site. Customer shall be subject to the terms and conditions of this Agreement during any extended Rental Periods.
- Termination by Customer. Customer may terminate the Rental Period at any time. No refunds will be issued for early termination for any reason.
- All fees (“Rent”) shall be paid by credit card or purchase order (“PO”) upon acceptance of this Agreement by Customer. POs must be approved in advance by FCPA, in writing, in order to be accepted as payment, and as described in the Terms of Sale on the Site.
- All dollar amounts in this Agreement refer to U.S. dollars, and all Rent paid under this Agreement will be paid in U.S. dollars unless the Parties agree otherwise in writing.
- Interest payable on any overdue amounts under this Agreement will be at a rate of 10 percent per annum or at the maximum rate allowed under applicable legislation, whichever is lower.
5. Delivery and Return of Equipment
- TheCompany will arrange for the shipping and handling of Equipment toCustomer,including insurance and a tracking number by a shipping carrier. Payment for shipping and handling shall be charged at the time Customer places an order, as shown in the Shopping Cart.
- At the end of the Term, the Customer shall return theEquipment to the Company, as described in the Rental Repackaging and Shipping Instructions which is located on the USB drive included with the Equipment.
- If the Equipment is not shipped by Customerusingthereturn freight billincluded in the box within five calendar (5) days from the end of the Rental Period,Customershall be charged Rent until the Equipment is received by FCPA. If Equipment is not received by FCPA within thirty (30) days from the expiration or termination of the Rental Period, Customer understands that Customer shall be charged for one month of Rent and the cost of the scanner, and Customer agrees to pay for those costs immediately upon receipt of invoice.
- If the Equipment includes laptops, Customer shall delete all data, as instructed by FCPA, prior to returning the Equipment. FCPA shall use its best efforts to wipe all data from the laptop, but FCPA makes no warranties and/or representations regarding the completeness of any data removal. FCPA will not review any data on laptops prior to wiping it for use by another customer.
6. Acceptance of Equipment
- The Customer shall inspect each item of Equipment delivered pursuant to this Agreement. The Customer shall immediately notify the Company of any discrepancies between the Equipment and the description of the Equipment in the Order. If the Customer fails to provide such notice in writing within two (2) calendar days after the delivery of the Equipment, the Equipment will be deemed accepted by Customer. Any subsequent claim that the Equipment was not provided in fully functional order will not be considered by FCPA.
- If the Equipment fails to perform after the initial acceptance, it will be the responsibility of Customer to contact the Company to repair and correct the problem. The Company will not be responsible for any failure of Equipment that is not reported by Customer within a reasonable time frame and Customer will remain responsible for Rent, unless Company decides in its sole discretion and in writing, to waive the Rent for the period of non-performance. The Company will not be held responsible for any errors or omissions due to the Customer’s lack of operational or technical capability.
7. Use of Equipment
- Customer will use and operate the Equipment in a careful and proper manner, and in compliance with: i) all of the manufacturer's requirements and recommendations regarding the Equipment, and ii) any applicable law, whether local, state or federal respecting the use, possession or maintenance of the Equipment, including registration and licensing requirements, if any.
- Customer will use the Equipment for the purpose for which it was designed and not for any other purpose.
- Unless Customer obtains the prior written consent of the Company, Customer will not alter, modify or attach anything to the Equipment
- Customer shall maintain the equipment in good repair and operating condition, except for reasonable wear and tear. The Customer shall pay all costs required to maintain the equipment in good operating condition, including but not limited to labor, materials, parts, and similar items.
8. Company’s Right of Inspection
The Company shall have the right to inspect the Equipment at any time, during Customer's normal business hours.
9. Limited Warranty
a. The Equipment shall perform in accordance with product specifications upon delivery.
b. Although you are renting, not purchasing the Equipment, limited warranty service is available for rented Equipment during the Term. The limited warranty service available for the Equipment model you have rented is described at: http://www.fujitsu.com/us/Images/fi_Series_Warranty_Guide_0517.pdf
c. All software is provided “As Is” without warranty of any kind, and Customer may be subject to the licensing requirements of the applicable software suppliers’ end user license agreement (“Software EULA”), and Customer shall comply with the obligations of each applicable Software EULA.
10. Loss and Damage
- The Customer assumes all risks of loss or damage to the Equipment from any cause, and agrees to return it to the Company in the condition received from the Company, with the exception of normal wear and tear. The Company, or its agent, will determine normal wear and tear. All determinations made by the Company are final.
- If the Equipment is lost or damaged by Customer during the Term, Customer’s obligation to pay Rent for the remainder of the Term shall continue until the end of the Term. Customer will provide the Company with prompt written notice of such loss or damage. If the Equipment is repairable, in FCPA’s sole determination, Customer agrees to arrange and pay for repair of the Equipment.
- In the event that FCPA determines that there was a Total Loss of the Equipment during the Term, the Customer’s obligation to pay Rent for the remainder of the Term shall continue, and Customer acknowledges and agrees that Customer shall be responsible for paying the Casualty Value of the Equipment immediately.
11. Ownership and Status of Equipment
a. The Company shall own and have title to the Equipment at all times. Customer shall immediately advise the Company regarding any notice of any claim, levy, lien, or legal process issued against the Equipment. Customer understands and agrees that the Equipment is not for sale, and that any Rent paid shall not be considered payments towards ownership of the Equipment. Customer also understands and agrees that Customer may not sell the Equipment. If Customer desires to purchase equipment, Customer may purchase it through Company’s reseller channel for new products.
b. Customer understands and agrees that all software provided with the Equipment is owned by Company or its suppliers. Customer is prohibited from reverse engineering, decompiling, or disassembling the Equipment or any software it may include, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Customer will indemnify, defend and hold Company harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney's fees and costs, arising out of or related to the Customer's use, possession, maintenance and return of the Equipment, and for the breach of any term or obligation under this Agreement.
The occurrence of any one or more of the following events will constitute an event of default ("Event of Default") under this Agreement:
- The Customer fails to pay any amount provided for in this Agreement when such amount is due.
- The Customer breaches any of Customer's obligations under this Agreement.
- The Customer becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the Federal bankruptcy law of the United States or other competent jurisdiction.
On the occurrence of an Event of Default, the Company will be entitled to pursue any one or more of the following remedies (the "Remedies"):
- Declare the entire amount of the Rent for the Term immediately due and payable without notice or demand to the Customer.
- Commence legal proceedings to recover the Rent and other obligations accrued before and after the Event of Default.
- Take possession of the Equipment, as provided by law, without demand or notice, wherever the Equipment may be located, without any court order or other process of law. Customer waives any and all claims or damages occasioned by such taking of possession.
- Terminate this Agreement immediately upon written notice to the Customer.
- Pursue any other remedy available in law or equity.
15. Disclaimer of Liability
a. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES,, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND/OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR HARDWARE COMPONENTS OF THE EQUIPMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY COMPUTER DAMAGE, PERSONAL INJURY, DEATH, FINES, LAWSUITS, PROSECUTION, LOST PROFITS, LOST DATA, INCORRECT DATA, ENVIRONMENTAL DAMAGE, GOVERNMENT, LAW AND/OR REGULATORY VIOLATIONS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM USE OR INABILITY TO USE THE EQUIPMENT.
b. Company shall not be liable for any lost, stolen or corrupted data while the Equipment is in Customer’s possession, nor any data lost while the Equipment is serviced by Company
The Customer has no right to, and shall not assign this Agreement, the Customer’s interest in this Agreement, or the remainder of Customer’s rental Term for the Equipment, without the prior written consent of the Company. Any attempt to assign this Agreement without the consent of Company shall be null and void.
17. Additional Documents
Upon written demand by the Company, Customer will execute and deliver to the Company documents required by the Company to protect the Company's interest in the Equipment including, but not limited to, the documents necessary to file a UCC financing statement.
- Service of all notices under this Agreement will be delivered personally or sent by registered mail or courier to Fujitsu Computer Products of America, Inc., Attn: Legal, 1250 E. Arques Avenue, Sunnyvale, CA 94085.
- Service of all notices under this Agreement will be delivered personally or sent by registered mail or courier to Customer at the address provided to FCPA by Customer at the time of payment of Rent.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
20. Governing Law and Settlement of Disputes
This Agreement will be construed in accordance with the laws of California as applied to a contract to be fully performed therein by California residents and without reference to laws pertaining to conflict of laws. In the event of a dispute which arises in connection with this Agreement which cannot be settled amicably, the Parties' exclusive remedy will be binding arbitration in Santa Clara County, California by the American Arbitration Association ("AAA") in accordance with its then-current Commercial Arbitration Rules before a single arbitrator. In connection with any arbitration, the parties will select an arbitrator with expertise relating to the subject matter herein. In the event the parties are unable to agree upon the person, the AAA will select the arbitrator according to its Commercial Arbitration Rules. Judgment upon any award rendered in such arbitration may be entered in any court having jurisdiction thereof.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both Parties subsequent to the expungement of the invalid provision.
22. General Terms
- This Agreement may be executed in counterparts. Facsimile and electronic signatures are binding and are considered to be original signatures.
- This Agreement will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each Party to this Agreement.
- Neither Party will be liable for damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.
23. Entire Agreement
This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement, with regard to the subject matter herein, will not be binding on either Party, except to the extent incorporated in this Agreement by the agreement of the Parties
24. Notice to Customer
This is a rental agreement. You are not buying the Equipment. Do not accept the terms of this Agreement before you read them. A copy of this Agreement is available on the Site.
INWITNESS WHEREOF, this Agreement is made effective as of the Effective Date upon the checking the “I accept” box by Customer.