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Home > Terms and Conditions | Frequently Asked Questions | General Sales Conditions

General Sales Conditions
  • Applicability

    • These general conditions of sale (hereinafter referred to as “the Conditions”) are applicable to all requests, offers and agreements in which Canon Europa N.V. (hereinafter referred to as “Canon”) is requested to act, offers to act, acts or is involved as the seller of goods (hereinafter referred to as “the goods”), provider of software (hereinafter referred to as “the software”) and/or provider of services (hereinafter referred to as “the services”).

    • To extent reference has been made to the Conditions in other contracts or in previous business transactions between Canon and the party dealing with Canon (hereinafter referred to as “the other party”), any such reference is deemed reaffirmed by the other party.

    • Offers by Canon are expressly conditioned upon the offeree’s acceptance of the Conditions.
      Acceptances by Canon are expressly made subject to the incorporation of the Conditions by the other party. Any modifications to Canon offers which deviate from the Conditions are expressly rejected. Non-reaction by the other party is deemed to constitute acceptance of the Conditions. However, Canon’s non-reaction can never be interpreted or construed as its acceptance of the other party’s conditions or as acceptance under any conditions other than the Conditions.

    • In doing business with Canon, the other party expressly waives or is deemed to have waived any conditions which may deviate from the Conditions. The Conditions are an essential element for the formation of transactions between Canon and the other party. Performance of the contract by Canon can in no respect be interpreted or construed as a waiver of the Conditions and is expressly done under the Conditions only.

    • The Conditions can only be deviated from if agreed in writing.


  • Entry into Agreement

    All offers made by Canon or requests made by the other party are subject to contract.

  • Prices and Payment

    • All prices shall be FCA Canon warehouse, the Netherlands, in German Marks, and exclusive of cost of transportation, insurance, sales tax, value added tax (VAT), custom duties, and any other levies and charges imposed by the authorities.

    • All payments shall be made cash in advance.

    • In case other term of payment is agreed and/or the payment has not been received on the agreed date, Canon shall have the right to charge overdue interest on the entire outstanding amount from the agreed date of payment until payment has been made. The overdue interest shall be calculated in accordance with the following formula: amount outstanding multiplied with the number of elapsed calendar days from the agreed date of payment, multiplied with London Interbank Offered Rate for agreed currency (hereinafter referred to as “LIBOR”) plus 0.25, divided by 360, the aggregated amount to be multiplied by 1.5. Calculation of overdue interest for the period between July 1 and December 31 shall be based on the three months LIBOR as on the previous April 30, and for the period between January 1 and June 30 on the three months LIBOR as on the previous October 31.

    • In addition to the overdue interest set forth in article 3.3 the other party is obliged to pay extrajudicial collection costs which are hereby fixed at 15% of the price overdue or one hundred (100) German Marks, whichever is higher. This article does not affect Canon’s right to claim actual damages suffered by Canon.

    • All charges and costs which may arise in respect of letters of credit, bank guarantees, cheques or similar methods of payment, shall be borne by the other party, and shall be paid in accordance with the conditions agreed upon.

    • All letters of credit shall be irrevocable, payable at sight, documents to be consigned to the opening bank and confirmed by a first class bank in the Netherlands, acceptable to Canon.

    • All bank guarantees shall be unconditional and on first demand and issued by a bank acceptable to Canon.


  • Packing and Delivery

    • The goods and the software shall be delivered to the other party FCA Canon warehouse in the Netherlands. For the interpretation of the terms of delivery, the “Incoterms” latest edition shall apply.

    • Canon shall inform the other party should it be unable to meet the agreed delivery term. Canon’s inability to meet its delivery term will only constitute a breach of agreement if the breach is Canon’s fault. Canon can not be held liable for any breach of agreement through no fault of Canon, even though it may be accountable to Canon by law, on the basis of legal act(s) or common opinion.

    • Canon shall pack the goods and/or the software as it considers appropriate. In the event that the other party should require other or special way of packing, Canon may charge the extra costs to the other party.


  • Ownership and Risk

    • Canon retains the right of ownership of the goods until all amounts payable by the other party have been received by Canon. The other party is obliged to take care of all necessary formalities or activities required for the enforcement of the retention of title.

    • Until full payment has been received by Canon, the other party shall not pledge, sell, mortgage, or give as a security, and/or otherwise charge, the goods with any rights of any third party.

    • The other party shall inspect the goods, software and services at the moment they are placed at the disposal of the other party. In case of non-compliance with agreed specifications the other party shall notify Canon in writing within eight (8) calendar days from the moment the goods, software and/or services are placed at the disposal of the other party.


  • Services

    • Canon shall use its reasonable efforts to perform any agreed services with due care.

    • If it is agreed that the services shall be provided in stages, Canon shall be entitled to postpone the start of the services forming part of the next stage until the other party has approved the results of the preceding stage in writing.

    • Canon shall be under no obligation to follow any instructions modifying the substance or extent of the agreed services.

    • Canon shall not commit itself to provide any services by a particular person(s). Canon shall always be entitled to replace any person providing services by one or more other persons as Canon considers appropriate.

    • Insofar as Canon’s services consist(s) in providing a course or training, they shall be held at a location defined by Canon. Canon shall always have the right to cancel the participation in any course or training without any consequences or liability thereof.


  • Software

    The other party shall not assign, sublicense, rent, lease, loan, convey, or otherwise use, transfer, copy, translate, convert to another programming language, alter, modify, decompile or disassemble, any software provided by Canon.

  • Industrial and Intellectual Property

    • All patents, designs, trade names, trademarks, copyrights and any other similar kind of rights, including but not limited to any databases, non-patented know-how and copyrights in software, used directly or indirectly in connection with the goods, software and/or services are, and shall remain, the exclusive property of Canon or of any third party defined by Canon. The other party acknowledges and shall respect the exclusive ownership and rights of Canon and/or other owner(s) in respect of (any part of) the goods, software and services.

    • Nothing in these Conditions shall be construed as to transfer to the other party any title or ownership interest in respect of any patents, designs, trade names, trademarks, copyrights or any other similar kind of rights, including but not limited to any databases, non-patented know-how and copyrights in software, used directly or indirectly in connection with the goods, software and/or services.

    • Any intellectual property rights relating to or arising from the services shall remain the exclusive property of Canon.

    • The other party shall fully indemnify and hold Canon harmless in case it breaches, or allows the breaching of, any intellectual property rights of Canon.

    • The other party shall respect Canon tradename and trademarks and shall ensure that all third parties dealing with the other party shall act accordingly. Further, the other party shall comply and shall ensure that all legal entities dealing with the other party shall comply with Canon corporate identity manual and any other reasonable instructions and guidelines given by Canon thereof. Canon corporate identity manual is available at the Legal Affairs Department of Canon.

    • The other party shall respect Canon’s goods and respected name and rights vesting to it. Further the other party shall respect Canon’s intellectual and industrial property rights.


  • Quality and Warranty

    Canon provides no warranty, express or implied, with respect to the goods, software and/or services. The goods, software and services are provided “as is”. Canon does not guarantee the merchantability and/or fitness of the goods, software and/or services for any particular purpose.

  • Liability

    • In the event that Canon fails to fulfill its obligations under an agreement, in a way that can be attributed to Canon, the other party shall immediately, in writing, give Canon notice of default stating a reasonable period within which Canon should remedy the failure. The notice must specify the failure in detail.

    • In the event Canon is unable to fulfill its obligations under an agreement, Canon will be liable for not more than the direct loss suffered by the other party and under no circumstances can Canon be held liable for an amount more than the agreed and paid price (excluding VAT, custom duties, and any other levies imposed by the authorities) for the goods, software and/or services or to the amount of ten thousand (10.000) German Marks, whichever is lower.

    • Canon shall under no circumstances be liable for any other loss, including but not limited to consequential and indirect loss.

    • The other party has no right to compensation of loss, unless Canon has received a notification of the loss in writing within eight (8) calendar days after the loss became or should have become apparent.

    • The other party shall indemnify and hold Canon harmless, against any and all claims of third parties in respect of product liability as a consequence of any defect in goods, software and/or services supplied directly or indirectly to a third party by the other party, which consisted of any (or part of any) goods, software and/or services supplied by Canon to the other party.


  • Cancellation and Dissolution

    • In the event these Conditions are applicable to a continuing performance contract, such contract shall always be non-exclusive and Canon shall at all times have the right to cancel the agreement subject to two (2) months written notice. Canon may cancel the agreement without any notice, if Canon has due cause for cancelling the agreement. The following causes will in any case be deemed to be due causes: material ownership change of the other party; when an attachment against the other party has been made; when the other party ceases to function as a going concern; when the other party becomes or is about to become insolvent; or in case of suspension or threat of suspension of payments of the other party.

    • If the other party fails to meet one or more of its obligations it will be in default without any further notice. If the other party is in default Canon is entitled to dissolve the agreement as a whole or in part, by means of an extrajudicial declaration in writing.


  • Severability

    Should any (part of any) term, clause or provision of any agreement prove to be illegal or unenforceable, this shall neither affect the validity and applicability or the remainder of the provision nor of any of the other provisions of any agreement. The parties shall enter into consultations concerning this provision in order to reach an alternative solution, so as to guard the object and purpose of any agreement.

  • Assignment

    • The other party shall not assign, or otherwise attribute, any rights or obligations under any agreement to any third party without the prior written approval of Canon.

    • Canon shall have the right to assign or otherwise attribute any rights or obligations under any agreement to any other Canon company (as defined by Canon).


  • No waiver

    No forbearance, delay or indulgence by either party in enforcing the provisions of any agreement shall prejudice or restrict the rights of that party, nor shall any waiver of its rights by one of the parties operate as a waiver of any subsequent breach of any agreement by that party.

  • Independent Contractor

    In the relations between the parties, neither party shall be the legal agent of the other for any purpose whatsoever and therefore neither party has any right or authority to make or underwrite any promise, warranty or representation, to execute any contract or otherwise to assume any obligation or responsibility in the name of or on behalf of the other. No party hereto shall be bound or liable to any third persons for any obligation or debt, incurred by the other, toward such third party.

  • Legitimate use

    The other party warrants that it shall not use the goods, software and/or services for purposes which violate any obligatory provision of law or regulation and shall comply fully with the customs and applicable export and import control laws and regulations. The other party shall indemnify Canon, as well as any third party whose services Canon makes use of, and hold them harmless from any claims with regard to illegitimate or fraudulent use of the goods, software and/or services. In the event that the other party will sell or lease the goods, or make the goods in any other way available to a third party, the other party shall impose the above mentioned obligations on this third party. Further, the other party shall inform Canon beforehand in writing in case the goods and/or software are to be used directly or indirectly for purposes requiring directly or indirectly specific permission or consent under any import or export control law or regulation.

  • Government Procurement

    Any governmental rules with regard to government procurement are not binding upon the parties, unless they are of statutory law or have been included in the agreement in express terms in writing.

  • Confidentiality

    • Nothing herein contained shall oblige Canon to disclose any information it considers confidential.

    • The other party shall keep confidential all proprietary information Canon considers confidential. This obligation of confidence shall not apply to any information, to the extent the other party can demonstrate, which is or becomes freely available to the public without breach of confidence, or was already known to the other party, or is furnished to the other party by a third party without an obligation of confidence.

    • This obligation of confidence shall continue for a period of ten (10) years after the expiration or termination of the applicability of these Conditions.


  • Law and Jurisdiction

    The Conditions, and any agreement thereof, have been construed in accordance with, and are governed, to extent not provided herein, by the laws of the Netherlands, including the United Nations Convention on Contracts for the International Sale of Goods. All claims and/or disputes between Canon and the other party, arising out of, or relating to these Conditions, the sale or provisions of goods, services and/or software shall be finally settled as follows: a) if the other party is established under the laws of a country being a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, June 10, 1958) they shall be finally settled under the Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) as in force at present. The arbitration proceedings shall be conducted in the English language in Amsterdam, the Netherlands; or b) if the other party is established under the laws of a country not being party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, June 10, 1958) they shall be finally settled by the competent Court in Amsterdam, the Netherlands, which will have exclusive jurisdiction. Canon has the right to waive (at its sole discretion) the application of this article 19 and bring any action before the competent court(s) and/or under the local law of the place of the registered office and/or place of business of the other party.

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