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These are the Terms and Conditions of the Figurenet System. Together with the Membership Agreement and its Attachment they constitute a written agreement between Figurenet and each Member of the Figurenet System. Each Member of the Figurenet System is legally bound to comply with the following Terms and Conditions each time the Member uses the Figurenet System. All capitalized terms used in these Terms and Conditions are defined in the Attachment of the Membership Agreement.
"Sign Up"(Registration) is not mandatory for using some of the Figurenet System features, such as "Quick Search" and "Urgent Inquiry", however even if without "Sign Up", all users must agree the Term of Service.
To use the Figurenet System, a Member must log in to the Figurenet System website at www.figurenet.com and follow all log in instructions and complete all log in fields regarding the Figurenet System presented on the website.
A Buyer may create a Request for Quote by following the instructions provided on the Figurenet System website. To increase the likelihood of successfully obtaining the desired item, a Buyer must precisely describe in the Request for Quote all required information.
After a Buyer submits a Request for Quote, Figurenet will be notified by e-mail of the Buyer's Request for Quote, and Figurenet will determine whether to submit a Quote to the Buyer's Request for Quote.
For any Quote submitted to a Request For Quote against an individual item, a dialog function may be used for communications between the Buyer who issued the Request For Quote and Figurenet. Buyer and Figurenetmay use this communication function to come to terms with respect to price or other details of the transaction. Figurenet may also revise the Quote.
If a Buyer finds acceptable the terms of a Quote submitted by Figurenet for an individual line item on a Request For Quote, the Buyer may fax a Purchase Order.
When Figurenet receives a Purchase Order FAX, Figurenet will review the details of the Purchase Order. Figurenet may fax a Proforma Invoice for confirming the Purchase Order. When Figurenet fax a Proforma Invoice , the Buyer and Figurenet have entered into and are obligated to complete a Transaction pursuant to such Purchase Order or such other agreed terms. However the Purchased Ordered part(s) may be sold out even if a Proforma Invoice issued by Figurenet, because of unexpected reason of the supplier of Figurenet.
Each Transaction that follows the Confirmation of a Purchase Order by Figurenet in response to receipt of such Purchase Order from a Buyer will be consummated on the terms and conditions set forth in the Figurenet's sales invoice, including any special terms and conditions contained therein. Unless specifically otherwise agreed to, Members will adhere to all commercially reasonable practices that may have been established between a Buyer and Figurenet through a course of conduct or prior dealings. In interpreting the content of the communications creating a Transaction, any conflict in the communications shall be resolved by giving priority to the communications in the following order of precedence:
Buyers and Figurenet shall be solely responsible for determining the adequacy of their communications in providing a basis for the performance of any related Transactions.
Because Figurnet procures the part(s) as agent of Member (Buyer), no cancellation is possilbe after Figurenet receives Purchase order from Member (Buyer).
If you receive the part(s) that has been damaged in transit, it is important to keep the shipping carton, packing material and part(s) intact. Please contact Customer Service of the carrier (e.g. FedEx, UPS, etc) immediately to initiate a claim. Figurenet does not have any responsibility for damage in transit. Therefore the part(s) must be insured by the Member (Buyer).A supplier must follow the FedEx "HOW TO PACK" guidelines for the shipping carton.
Figurenet accepts the part(s) returns subject to the terms outlined below and will replace the product or refund your money.
To facilitate processing of returned merchandise:
Figurenet accepts international orders. All orders of international origin are exported from JAPAN in accordance with the Export Administration Regulations. Diversion contrary to JAPAN Law is prohibited. All duties and taxes will be the responsibility of the customer.
Payment for International customers: TT(telegraphic transfer) in advance into our account only.
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By Fax only : +81-45-461-1577
Figurenet accepts your Purhcase order 24-hours a day, 7-days a week, 365-days a year. DO NOT send TT before you receive our Proforma Invoice, but please send your money immediately when you receive our Proforma Invoice.
Figurenet is an agent for finding "difficult-to-find parts", there is no analyzing service for defective parts.
"LEAD TIME" on Figurenet quotation is not the intended exact delivery date, the shipment maybe be delayed because of custom inspection or shippind delay.
Figurenet doesn't have the defect liability at all. Therefore any damage or loss that derived from the part(s) is not Figurenet responsibility. Figurenet is an agent to find the parts from all over the world, however Figurenet does not guarantee the quality of the part(s). Therefore Figurenet requests to Member(Buyer) for checking the part(s) before use it.
The Member(Buyer) should have following all responsibilites corresponding to the law and rule of security of government of Japan and your country;
Only Members may use the Figurenet System. To use the Figurenet System, a Member must successfully register and agree to comply with and continue to comply with all of the provisions of the Membership Agreement. Access to separate features of the Figurenet System may be determined by the subscription level for each Member.
No Member may access or use the Figurenet System through any method or device other than the Member log-in procedure specified by Figurenet. No Member may submit any data, record or other communication to or through the Figurenet System that contains any viruses, Trojan Horses, worms, time bombs, cancelbots, or other computer programming routines intended or designed to delete, damage or disrupt data or to otherwise detrimentally interfere with the functions and operations of the Figurenet System or of the computer systems and networks that access the Figurenet System.
In using the Figurenet System, a Member will not:
Each Member assumes full liability and responsibility for all uses of the Figurenet System (including, without limitation, the liability and responsibility to consummate all Transactions, where applicable) by each Person who uses the Member's Member ID and Password to access and use the Figurenet System, regardless of whether such Person is authorized by the Member or known to the Member.
Each Member will promptly notify Figurenet of (a) any actual or suspected violation of the Membership Agreement or these Terms and Conditions by any Member or any other Person, (b) any theft, loss or compromising of the Member's Member ID and Password, and (c) any unauthorized or improper, or potential for unauthorized or improper, access to or use of the Figurenet System by any Person, including any Member.
Members shall take reasonable precautions to preserve the security of the Figurenet System and the privacy of other Members regarding their use of the Figurenet System, the Databases and/or the Data, any Transactions or any Transaction Data of other Members. Members shall not (a) breach or attempt to breach the security of computers or other hardware, network servers or telecommunication facilities, software or data relating to the Figurenet System or used by any other Member or third party that is interfacing with any part of the Figurenet System or (b) use or distribute on the Figurenet System any software or other tools or devices designed to compromise privacy or security.
Figurenet may terminate or suspend the Figurenet System membership of any Member at any time for any reason or no reason upon notice to the Member. When Figurenet terminates or suspends the membership of a Member, (a) such Member must stop using the Figurenet System, including without limitation the Databases and/or the Data, unless and until notified by Figurenet that the Member has been reinstated as a Member and (b) Figurenet has the right, immediately and for the duration of such termination or suspension, to block such Member's access to and use of the Figurenet, including without limitation the Databases and/or the Data. If, at the time of a termination or suspension of a Member, the Member has any Request for Quote or Quote outstanding in the Figurenet System, Figurenet may, without further liability, remove such Request for Quote or Quote without prior notice.
A Member whose membership in the Figurenet has been terminated or suspended by Figurenet may request reinstatement of such membership by contacting Figurenet. Figurenet, acting in its sole discretion, may reinstate a Member following any termination or suspension of membership.
Each time a Member accesses or uses the Figurenet System, the Member makes the following representations and warranties to Figurenet:
This Membership Agreement and the Terms of Service together constitute a written agreement by and between the Member and Figurenet Co., Ltd and its affliates (hereinafter Figurenet). By using the Figurenet System, the Member accepts and agrees to be legally bound by this Agreement and the Terms of Service. All references to this Agreement include the Terms of Service.
This Membership Agreement is effective upon receipt and acceptance of a Member Application Form by Figurenet and shall continue until either party terminates the Agreement. Either party may terminate this Agreement for any reason, or no reason at all, upon written notice to the other party. Member agrees that Figurenet, in its sole discretion, shall have the right to terminate Member's access to the Figurenet System at any time, for any reason, and that Figurenet shall not be obligated to disclose such reason to Member. Termination of Member's access to Figurenet System is sufficient notice of termination of this Agreement.
All capitalized terms used in this Agreement are defined in the Attachment.
The Member agrees to do the following:
This Agreement is not a transfer or a license of any of Figurenet's rights. By accessing Figurenet System, Member expressly acknowledges acceptance of the terms of this Agreement. Member agrees that Figurenet has the right to deny any individual access to Figurenet System. Unauthorized access to Figurenet System is expressly forbidden. Figurenet System is protected under Copyright Laws. Any reproduction or distribution of Figurenet System information, by, for, or to any third party, is expressly forbidden.
The Member represents and warrants to Figurenet throughout the term of this Agreement that
(a) all the information provided by the Member in the Application for Membership and in Member Account was and is accurate and not misleading and
(b) the Member has the authority on behalf of such Member to enter into, and legally bind such Member to, this Agreement. The Member has acquired and shall maintain during the term of membership the necessary computer hardware, software and telecommunications service required to establish suitable access to the Internet, including an appropriate electronic mail account capable of being utilized as contemplated by this Membership Agreement.
The Member acknowledges and agrees that, as between the Member and Figurenet
(a) unless otherwise expressly stated by Figurenet in writing, all Intellectual Property related to the Figurenet System (including without limitation, the Databases, the Data and all portions thereof) is owned solely by Figurenet and that the Member will use such Intellectual Property only in connection with the Member's use of the Figurenet System in strict compliance with this Agreement,
(b) the Member does have not and will not acquire through the use of the Figurenet System any proprietary or ownership right to or interest in such Intellectual Property (including without limitation, the Databases, the Data and all portions thereof), and
(c) the Member will not do, or aid or cause any other Person to do, anything to infringe, violate or impair Figurenet's rights in such Intellectual Property (including without limitation, the Databases, the Data and all portions thereof).
The Member acknowledges that these items may be protected by JAPAN and international copyright and other intellectual property laws and that such Member shall obtain no rights or title to same, except as expressly granted herein. The Member shall treat these items as Confidential Information.
The Member agrees that the Figurenet System may use the Member's name in connection with the functions of the Figurenet System for the purposes described in this Agreement. The Member's name and other information regarding the Member shall be collected, used, and processed by the Figurenet System in a manner consistent with the Figurenet System's Privacy Policy.
The Member hereby grants Figurenet, subject to the Privacy Policy, a perpetual, exclusive, world-wide, royalty-free license to collect, maintain and use the Member Data collected during the term of this Agreement, including for aggregation, mining, dissemination, distribution, display, publication or other purposes.
This Agreement shall become effective when the Member first accesses the Figurenet System and shall continue until terminated. The Member agrees that Figurenet may terminate this Agreement at any time and for any reason or no reason upon notice to the Member and that the Member will stop using the Figurenet System immediately upon such notice. The Member may terminate this Agreement by sending a notice of termination to Figurenet, and such termination will become effective immediately upon Figurenet's receipt of such notice. Except as otherwise expressly agreed to in writing by the parties, upon termination, the Member shall (a) discontinue all use of the Figurenet System, the Databases, the Data and all portions thereof; (b) return the Databases and/or the Data on physical media, if applicable, and any items related thereto (e.g., documentation), unless Figurenet requests that such items be destroyed; (c) purge all copies (backup or otherwise) of the Databases, the Data, and any portions thereof (including Documentation) from a Member's system; and (d) provide written certification to Figurenet that the Figurenet System, Databases, Data and related Documentation have been returned or destroyed.
The Member understands and agrees that:
THE MEMBER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT TO WHICH LIABILITY MAY BE EXCLUDED OR AVOIDED, NEITHER FIGURENET NOR ITS THIRD PARTY PROVIDERS WILL HAVE ANY LIABILITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR ANY LOSSES, COSTS OR DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF BUSINESS AND/OR LOSS OF DATA), AND IN NO EVENT WILL FIGURENET OR ITS THIRD PARTY PROVIDERS BE LIABLE TO THE MEMBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXPECTANCY OR CONSEQUENTIAL DAMAGES, EVEN IF THEY ARE FORESEEN OR FORESEEABLE, ARISING OR RESULTING FROM OR RELATED TO THIS AGREEMENT, THE FIGURENET SYSTEM, THE DATABASES, THE DATA OR THE MEMBER'S USE OF THE FIGURENET SYSTEM, THE DATABASES AND/OR THE DATA, INCLUDING WITH RESPECT TO THE FORMATION AND PERFORMANCE OF TRANSACTIONS.
THE MEMBER UNDERSTANDS AND AGREES THAT THE MEMBER'S SOLE REMEDY FOR ANY DISSATISFACTION WITH FIGURENET AND/OR ITS THIRD PARTY PROVIDERS, THE FIGURENET SYSTEM, THE DATABASES AND/OR THE DATA IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE THE MEMBER'S USE OF THE FIGURENET SYSTEM, THE DATABASES AND/OR THE DATA.
Except as otherwise expressly agreed to in writing by the parties, during the term of this Agreement and subject to any payment terms, if applicable, the Member shall have a limited, revocable, non-exclusive, non-transferable, nonsublicensable, license to use the Figurenet System solely
(i) to conduct Transactions for such Member's own benefit,
(ii) to access the Databases and the Data for such Member's own benefit, and
(iii) for such other purposes authorized by Figurenet and in compliance with this Agreement. No license is granted to any Member hereunder to any trademark, logo or other indicia of origin owned by Figurenet and/or its third party providers.
Except as otherwise provided in this Agreement, nothing in this Agreement shall operate to assign, license or transfer any Intellectual Property rights or any other rights or interests from Figurenet to a Member. Figurenet hereby reserves all rights owned or licensable by Figurenet that are not expressly granted herein to a Member. There are no licenses by implication under this Agreement.
A Member shall not: (i) market, sell or distribute the Databases or the Data, (ii) make the Databases and/or the Data available to any other individuals, (iii) download, use, archive, publish, transmit, translate, reverse engineer, decompile, disassemble or created derivative works based on the Figurenet System, the Databases, and/or the Data, (iv) copy the Figurenet System, the Databases, and/or the Data, (v) rent, lease, grant a security interest in or otherwise transfer or attempt to transfer any rights in or to the Figurenet System, the Databases, and/or the Data, or (vi) remove or deface any legends, restrictions, product identification, copyright, trademark, or other proprietary notices from the Figurenet System, the Databases or any related documentation. A Member shall not disseminate, distribute or publish the Databases over a computer network, such as a local area network (LAN), wide area network (WAN) or any other network, unless otherwise agreed to by the parties and such Member has paid the appropriate fees, if applicable.
The Member understands and agrees that this Agreement constitutes the entire agreement between the Member and Figurenet regarding the Figurenet System, the Databases and/or the Data and together supersedes and replaces any and all prior agreements between the Member and Figurenet regarding the Figurenet System, the Databases and/or the Data and related or similar services provided by Figurenet. The Member agrees that Figurenet may revise, change, amend, modify and supplement this Agreement by
(a) making such revisions, changes, amendments, modifications and supplements to the form of each such document as it is accessible by links from the Figurenet System and
(b) posting a notice on the Figurenet System. The Member understands and agrees that by accessing and using the Figurenet System after Figurenet posts such a notice, the Member agrees to be bound by each such revision, change, amendment, modification and supplement, and that if the Member does not so agree and does not want to be so bound, the Member's sole recourse will be to terminate this Agreement and discontinue the Member's use of the Figurenet System, the Databases and/or the Data.
Figurenet reserves the right to change the content, presentation, format, performance, facilities and availability of all or any part of the Figurenet System, the Databases, and/or the Data at any time in Figurenet's sole discretion. Figurenet reserves the right to supplement the Figurenet System, the Databases and/or the Data with additional services, the terms and conditions of use of which will be posted on the Figurenet System at the time such additional services are available. The Member understands and agrees that, by accessing and using any such additional services, the Member agrees to be bound by such terms and conditions.
The Member agrees that nothing in this Agreement creates or constitutes, or will be deemed to create or constitute, a partnership, joint venture, agency relationship or other similar relationship between Figurenet and the Member.
The Figurenet System, including without limitation, Data and the Databases are Confidential Information of Figurenet. The Member understands and agrees that the Member will not, without the prior written consent of the supplier or provider of any Confidential Information, copy, recirculate, publish, broadcast, distribute, retransmit, or reproduce all or any part of the Confidential Information obtained or received by the Member through the use of the Figurenet System, except that the Member may reproduce such Confidential Information strictly for such Member's own internal use.
Member understands and agrees that information disclosed through Figurenet System includes trade secret and proprietary information belonging to the Member agrees not to copy or disclose to third parties, in whole or in part, any portion of the information and the software. Member also agrees that all Username and Password supplied to the Member are non-transferable and may only be used by those parties expressly named in this Agreement. The provisions of this Confidential Disclosure section shall survive the termination of this Agreement.
The Member agrees to indemnify, defend, and hold harmless Figurenet, its affiliates and their respective officers, directors, employees, agents and representatives from and against all losses, damages, injuries, liabilities, claims, demands and expenses, including reasonable attorneys' fees and legal costs, arising out of or relating to a Member's use of the Figurenet System, including without limitation, a breach or violation of, or a failure by or inability of the Member to perform, the terms of any Transaction or any provision of this Agreement. The Member hereby waives, and hereby releases Figurenet, its affiliates and their respective officers, directors, employees, agents and representatives from, any and all claims and causes of action against Figurenet relating to or based on or arising out of any Transaction, any use of the Figurenet System, the Databases, the Data or this Agreement.
The failure of a party to insist upon the performance of any provision of this Agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force. This Agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries hereunder or have any rights to enforce any part of this Agreement. If any provision of this Agreement is found to be void, the remainder of this Agreement shall survive and remain in full force and shall not thereby be terminated. This Agreement is entered into at Yokohama, Japan and shall be governed by laws of the Japan. An electronically send agreement shall be as valid as a written agreement. The parties agree that this Agreement shall be written in English only.
The Member agrees that any notice Figurenet provides to the Member under this Agreement will be deemed to have been provided when Figurenet sends an email containing such notice to the Member at the email address provided by the Member in Member Account, or to such other email address of which the Member has notified Figurenet. Any notice the Member provides to Figurenet under this Agreement will be deemed to have been provided upon receipt by Figurenet of an email at contact@figurenet.com containing or regarding such notice.
If any term or provision of this Agreement is deemed or held to be illegal or unenforceable, all other terms and provisions of this Agreement will continue in full force and effect.
A failure or delay by Figurenet in enforcing any of its rights and remedies under this Agreement is not and will not be deemed to be a waiver of such rights and remedies.
All disclaimers, indemnification and confidentiality obligations, obligations following termination and limitations on Figurenet's and/or its third party providers' liability contained in this Agreement will survive the termination of this Agreement, including without limitation this paragraph 20.
The Member agrees that it will, at the request of Figurenet, execute a copy of this Agreement printed on paper and that the Member will execute such other documents as Figurenet deems necessary or desirable to memorialize and effectuate the terms and conditions contained in this Agreement.
The Member agrees that this Agreement will be governed by the law of JAPAN, without regard to choice of law principles and regardless of where the Member or Figurenet is physically located or where the Figurenet System is accessed.
The Member agrees that it has sufficient contacts with JAPAN that in the event a legal action is filed relating to the Figurenet System, Transactions, the Databases, the Data or this Agreement, the courts in Yokohama Japan will have jurisdiction over the dispute and over the Member and Figurenet.
The Member agrees to bring to Figurenet's attention any dispute the Member may have with Figurenet regarding this Agreement, the Data, the Databases or the Figurenet System and to cooperate in good faith with Figurenet to resolve such dispute without involving third parties or outside attorneys or counsel. Except for any dispute related to Intellectual Property or Confidential Information, in the event of a dispute between Members or between the Member and Figurenet that cannot be so resolved, the Member agrees that the dispute will be settled and determined by final and binding arbitration pursuant to Japanese Law.
The Member understands and agrees that Figurenet has no obligation to enforce the provisions of a Membership Agreement against any other Member. The Member agrees that it will not assert a claim as a third party beneficiary under such provisions or seek enforcement of any such provisions against any other Member.
Figurenet does not guarantee the availability of the Figurenet System, the Databases and/or the Data or that access to the Figurenet System, the Databases and/or the Data will be uninterrupted or error-free. Figurenet reserves the right to interrupt, limit or suspend the Figurenet System operations from time to time for purposes of maintenance, upgrades and the like. The Member agrees that Figurenet shall not be responsible or liable for any damages arising from any interruption, suspension or termination of the Figurenet System, the Databases and/or the Data, regardless of the cause.
The Member acknowledges that the Figurenet System is provided for use, in part, to facilitate Transactions between Members and Fiburenet. Members shall be solely and completely responsible for the performance of any Transactions established through their use of the Figurenet System and Figurenet shall have no liability whatsoever for the performance, in whole or in part, of any Transaction by any Member (other than Transactions to which Figurenet is a party). Figurenet expressly disclaims any responsibility to assure the creditworthiness or business reputation of any Member.
In the event that the Member violates or breaches any of the Terms and Conditions of the Figurenet System or the Membership Agreement, the Member acknowledges that such actions will cause irreparable injury to Figurenet and the Figurenet System, for which they will have inadequate remedies at law and, therefore, Figurenet and the Figurenet System shall be entitled to injunctive and other equitable relief in addition to all other remedies.
Except for the Member's obligation to make payment hereunder, if applicable, neither party shall be in default if its delay or failure to perform any obligation hereunder is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, strikes, labor disputes and governmental demands or requirements; provided that, to be excused from any such delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.
Member shall pay all personal property taxes, ad valorem taxes, sales taxes, uses taxes and other Taxes that are now or that may hereafter be imposed with respect to the Figurenet System, the Databases and/or the Data, whether such taxes shall be payable by or billed or assessed to Figurenet or to a Member, together with any penalties and interest.
The following words constitute a written agreement between Figurenet and each Member of the Figurenet System. Each Member of the Figurenet System is legally bound to comply with the Membership Agreement, this Attachement and the Terms of Service each time the Member uses the Figurenet System. The capitalized terms used in the Membership Agreement, this Attachement and the Terms of Service have the following meanings:
(a) at the time of the disclosure is, or after the disclosure becomes, part of the public domain other than by unauthorized acts of the party obligated not to disclose such Confidential Information;
(b) can be demonstrated by documentation in the possession of the receiving party to have been disclosed to the receiving party by a third party, unless the receiving party knew that such Confidential Information was obtained by such third party directly or indirectly from the disclosing party with an obligation for such third party to maintain the confidentiality of such information;
(c) prior to disclosure, was already in the possession of the receiving party and such possession can be demonstrated by documentation in the possession of the receiving party, unless the receiving party knew that such Confidential Information was obtained directly or indirectly from the disclosing party with an obligation to maintain the confidentiality of such information; or
(d) can be demonstrated by the receiving party to have been independently developed by the receiving party without use of any Confidential Information and without breach of any of the provisions of the Membership Agreement, this Attachment or the Terms of Service.
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