GENERAL PURCHASE TERMS AND CONDITIONS
1. Parties and Definitions
DxO Labs Corp (« DxO ») is the seller of the Product and/or the supplier of Services for the purposes of Customer’s rights and concerns relating to Product.
DxO develops and licenses patented intellectual property serving the entire digital imaging chain.
DxO holds patents that protect its products; a list of patents can be found at www.dxo.com/us/legal.
In these Terms, DxO is referred to as « DxO », « we » or « us ».
« Customer » or « you » refers to the person (a natural person or other legal entity) who orders Product.
« Contract » is the contract containing these Terms, formed by DxO’s acceptance of your Order.
« Day » refers to a calendar day.
« DxO websites » are the websites operated by or on behalf of DxO including DxO.com.
« Invoice » is the invoice issued by us to you for the price of the Product.
« Product » is the products for sale on DxO websites and its mobile application such as for example a companion high-end camera for certain models of iPhone and iPad.
« Order » means a purchase order placed by you in accordance with these Terms.
« Order Summary » is DxO’s acknowledgement of receipt of your Order, by e-mail or other medium (including telephone), this does not constitute acceptance of your Order.
« Services » are any chargeable or free services available from DxO through DxO websites and telephone support.
« Shipping Confirmation » means the written order confirmation issued by us to you indicating acceptance of your Order.
« Terms » are the general purchase terms and conditions included in this document.
2. Terms apply to all Orders
Your purchase of the Product, whether through DxO websites or any other channel, is subject to these Terms and no other terms or conditions shall apply. Information contained in our advertising, brochures, other written materials, on the DxO websites or given to you by our agents or employees constitutes an invitation to place an Order to purchase the Product. However, such information does not govern your purchase. These Terms override any other terms or conditions whether oral or written, referred to by Customer or our agents or employees in any course of dealing. Purchases must be made from the DxO website.
3. Orders and acceptance
You may place an Order by:
- Filling in the Order form on the DxO website and clicking on the appropriate submission button.
- When you place your Order, DxO will send you an Order Summary by e-mail. Such Order Summary may be automatically generated and shall not constitute an acceptance of the Order. DxO websites through which Orders can be placed contain automatic means for identifying and alerting you to certain types of input error before you place your Order. Such means may not identify all errors or omissions and you should ensure that the information you submit in your Order is accurate and complete.
By placing an Order, you make an offer to us to purchase the Product on these Terms and you confirm your acceptance of these Terms. We may or may not accept your Order at our discretion. If we accept your Order, we will proceed with the product delivery. If we cannot accept your Order we will contact you by email. Generally, DxO will notify you whether your Order is rejected within fourteen (14) days after the receipt of your Order.
DxO is not obliged to provide the Product and DxO will refund your payment in case your Order is rejected.
We maintain records of Orders, Order Summary and retain these for a reasonable period following delivery. We recommend that you retain a printed copy of these Terms with a copy and/or note of your Order, Order Acknowledgment, and invoice as evidence of purchase.
4. Product information and avaibility changes
DxO may periodically update and revise the Product. DxO may update, revise and/or discontinue the Product and any and all related Services at any time.
DxO endeavours to maintain the Product availability. However, product and Service availability constantly changes. Acceptance of an Order is subject to availability of the Product. DxO reserves the right to prioritise Orders and to allocate limited stock between Orders as it deems fit.
The price of the Product is indicated at the time of Customer’s Order.
Product price displayed excludes taxes and other applicable charges. Additional charges such as shipping and handling costs or destination charges (e.g., taxes) may be charged in addition to the Product price and will be indicated to you prior to placing the Order on the DxO website and will also be set out in the invoice.
DxO may revise prices for the Product on DxO websites at any time. A price is the price shown at Product page of the DxO websites displaying that price or the day on which Customer is informed of the price by DxO (through a telephone call or otherwise).
DxO accepts payment by approved credit card.
Customer must tender payment (via an accepted credit card or other payment means accepted by DxO) in the currency as indicated in the payment page, on or before the Product will be shipped. Invoicing and payment collection by DxO may be effected through third parties.
DxO must receive your payment before it will send the Product. If we are unable to ship the Product after having taken payment, you will be promptly reimbursed in full.
For credit card payments, Customer must provide his or her valid credit card number and other requested details in the relevant payment page of the DxO website. For Orders placed using credit cards, DxO will take payment in full within 48 hours after you issue the payment.
7. Account information
You are solely responsible for 1) providing true, accurate, current and complete information about you as prompted in the DxO websites account details section and 2) maintaining and promptly updating Account Information to maintain its accuracy and completeness. You are solely responsible for the security of any password provided to you for purposes of facilitating Product purchases or other matters via this and other DxO websites. DxO shall not be liable for any unauthorized use of passwords.
DxO will use at its discretion a reputable carrier and appropriate means of delivery.
DxO aims to deliver promptly. However, there may be reasons for DxO’s inability to ship according to its target dates (most of which are beyond DxO’s control). Accordingly, any dates given by DxO for the delivery of the Product or rendering of Services are estimates only, and DxO cannot and does not undertake that delivery will occur on any specified dates, except in the event such delivery dates have been explicitly confirmed by DxO as binding.
However, you have the option of cancelling your Order and receiving a full refund of your payment at any stage prior to shipment of your Product by DxO by contacting customer service [http://support.dxo.com]. You will be automatically informed by email through Shipping Confirmation. You may also have a right to return the Product after it has been delivered (see “Your Right to Return” below).
If the Product cannot be delivered by any estimated or target dates given by DxO, DxO may elect to cancel the Order and refund any money paid by the Customer. DxO is solely liable to refund any money paid by the Customer to DxO; right for damages based on delay in such an event is excluded. DxO will not be responsible for any interest or transaction fees that your bank may have charged you.
Promptly upon receipt of the Product, you shall examine the shipment to determine whether the Product is defective or damaged. If DxO ONE is defective or damaged when you receive it, you should notify DxO in writing at [http://support.dxo.com] within five (5) days after you receive the Product. If we do not receive such written notice from you, you will be deemed to accept the shipment of the Product.
9. Your right to return
If the Product purchased does not fit your particular needs, you may return it to DxO within 30 days of the date of actual receipt by you. If you return the Product pursuant to the preceding sentence, DxO will either adjust or replace the Product or promptly refund the total amount paid (excluding any interest or transaction fees that may have been charged by your bank or credit card company). To make such a return you must comply with the following:
- You must contact DxO to obtain a return reference number, and you must display the DxO return reference number prominently on the outside of the parcel in which Product is returned.
- Your DxO invoice must be enclosed with the returned Product.
- To be eligible for a return, Product must be in its original purchase condition.
DxO is permitted by law to reduce your refund to reflect any reduction in the value of Product if you have used Product beyond normal handling or inspection. If you return Product after you have damaged it or used it beyond normal handling, DxO retains the right either to refuse to refund Product purchase price (subject to applicable local law), or DxO may reduce any payments to be refunded to you for the diminished value of the goods. Any delivery costs paid by you exceeding the standard delivery cost may not be reimbursed.
On return of Product, DxO will, subject to the above limitations, repay the actual amount paid to DxO less any fees and charges due to DxO due to the diminished value of Product, by crediting your relevant credit card or bank account (or other means) you used as a means of payment for the Order.
The issue by DxO of a return reference number shall not constitute an acceptance or acknowledgment that you qualify for the right to return Product or obtain a refund as this will be subject to verification by DxO.
The right of return for any reason does not apply if you do not purchase Product as a consumer.
If you have questions, suggestions or a complaint about the Product or the service that DxO has provided then please contact the « Support » section on the DxO website at http://support.dxo.com.
All software, including pre-loaded software contained in Product, if any; is licensed and not sold. It is licensed either by DxO or the relevant software owner to you, subject to the relevant software end-user license agreement or other terms included with the software and/or with Product. Software may not be disassembled, decompiled, reverse engineered, merged or combined with any other software, copied, translated, adapted, varied or modified (save as expressly permitted by applicable law) nor may it be distributed in any form.
Where express software license terms are not supplied, software is licensed on a non-exclusive, non-transferable, single user basis for use only with the accompanying Product.
You shall be responsible for ensuring that Product is suitable for your requirements and is compatible with your existing systems and practices.
Product is sold with a written warranty that appears inside the box with your Product. Except as set forth in that written warranty, no other warranty is given either expressly or impliedly. The terms of the written warranty also can be viewed for DxO ONE product at the following Exhibit 1. You should read the written warranty carefully to understand your rights and obligations, and to ensure you do not take actions that void your warranty.
13. Liability limitation
These Terms set out the full extent of DxO’s obligations and liabilities in respect of the supply of, or failure to supply Product.
DxO is not liable to you (or any other parties):
- for any indirect, incidental, consequential, punitive or exemplary damages, or for loss of income, profits, bargain, revenue, contracts, goodwill, use, enjoyment, time, data, electronically transmitted orders or other economic advantage (but not to the extent that applicable law prohibits liability exclusions or limitations for intentional torts, gross negligence, damages arising out of product liability or other fault bases);
- inability to order Product via a DxO website or other media; or
- damages which occur due to unauthorized access by a third party to your customer account.
Our maximum aggregate liability under the Contract whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed the amount payable by you to us in respect of Product.
14. Data protection
In certain circumstances DxO may seek additional personal information for identity verification or fraud prevention purposes. Where such additional information is submitted by you to DxO it shall also be regarded as « Personal Data ».
By written request to DxO, you may obtain a copy of your Personal Data held by us. We reserve the right to charge an administration fee for processing such request. If any Personal Data held by us concerning you is incorrect, we will correct it on your written request.
15. Export Control
You acknowledge that Product and the software accompanying it may be subject to export control laws and regulations of particular jurisdictions. You confirm that, should this be the case, you will not export or re-export them in breach of such laws or regulations.
16. Force majeure
DxO shall have no liability with respect of any failure or delay in fulfilling any of DxO's obligations to the extent that fulfillment thereof is prevented, frustrated, impeded and/or delayed or rendered uneconomic as a consequence of any circumstance or event beyond DxO's reasonable control, including, without prejudice to the generality of the foregoing:
- compliance with any order, regulation, request or control of any national or local authority, government department or other competent authority of any country whether or not legally enforceable; or
- any delays in or cancellations of deliveries or provision of services by third parties or shortages of Product materials; or
- any strikes, lock-outs or trade disputes whether involving DxO's employees or others, fire, explosion, accident, break-down of plant or machinery, calamity or civil disturbance, action of the elements, national calamity, act or terrorism, war, riot or Act of God; or
- failure in whole or in part of any power or energy supply.
In the event of any deliveries by DxO being delayed on account of any of the foregoing, the period for delivery shall be correspondingly extended; provided, that if deliveries are delayed for thirty days or more DxO may at its option, exercisable by notice in writing to the Customer, either terminate the Terms or elect not to deliver any undelivered Product without liability in either case. Save that DxO shall in such event refund the payment you made for Product without interest.
17.1. No waiver or assignment
No omission or delay on the part of any party to insist on strict performance of any Terms, or in exercising any right, power or remedy under these Terms, shall operate as a waiver thereof, nor shall any single or partial exercise by any party of any right, power or remedy preclude the further or other exercise thereof or the exercise of any other right, power or remedy. Without limitation, no waiver by any party of any breach of any provision of these Terms shall be a waiver of any subsequent breach of that or any other Terms. These Terms cannot be assigned by you to anyone else, and any attempted assignment shall be void.
If all or any part of one or more of these Terms is or becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation or found to be illegal or unenforceable in whole or in part under any applicable law, or regulation of any jurisdiction or country, or with respect to a certain category of persons, such provision or part shall to that extent, be deemed not to form part of the Contract. The legality, validity or enforceability of the remainder of these Terms or the remaining parts of the relevant Terms shall not in any way be affected or impaired thereby (in relation to such jurisdiction or country, or category of persons). The legality, validity or enforceability of such provision under the applicable laws of any other jurisdiction or country or category of persons, shall not in any way be affected or impaired.
18. Disagreements; Governing Law and Jurisdiction
We will try to solve any disagreements quickly and efficiently.
If you are not happy with the way we deal with any disagreement and you want to take court proceedings, the sale of Product and these Terms shall be governed by and construed under the laws of France including as regards it conflicts of laws provisions.
For all disputes, Customers must submit to the exclusive jurisdiction of the courts of Paris, France. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO CLAIM THAT PARIS, FRANCE IS AN INCONVENIENT FORUM TO HEAR CLAIMS OR DISPUTES. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
DxO ONE Warranty Card
This assistive device is warranted to be specifically fit for the particular needs of you, the buyer. If the device is not specifically fit for your particular needs, it may be returned to the seller within 30 days of the date of actual receipt by you. If you return the device, the seller will either adjust or replace the device or promptly refund the total amount paid. This warranty does not affect the protections and remedies you have under other laws.
DxO Labs Corp (“DxO”) is under a legal duty to consumers to supply products that are in conformity with your Contract (General Purchase Terms and Conditions) with DxO.
DxO's obligation under this warranty is limited to, at its sole option, repairing, replacing on an exchange basis or refunding the cost of DxO ONE or parts thereof which are delivered with defects in design, materials and workmanship or, within the warranty period of one (1) year from the date of original purchase, develop defects in design, materials and workmanship under normal and proper use in conformance with all instructions. This warranty does not extend to any consumable item. This warranty cannot be transferred by the original purchaser to anyone else, and any attempted transfer is void.
If you are a consumer having its residence in EU, you will also benefit from legal rights under EU law in relation to the sale of defective, non-conforming or mis-described products, for a minimum of two (2) years depending on your country of purchase (national laws may give additional rights). These legal rights are not affected by anything else in this Warranty Card.
DxO gives no other guarantees or warranties, express or implied, except for the warranty expressly stated herein, or in any extended warranty that you purchase from DxO (if offered).
1. NOTIFICATION OF CLAIMS: WARRANTY SERVICE
In the event of the customer becoming aware of a defect in DxO ONE during the warranty period the customer must notify DxO in writing within the warranty period, and such notice shall include details of such defect. All notices shall be sent to DxO following the procedure set on www.dxo.com. Any customer seeking warranty service must use best efforts to provide DxO with all necessary access and all information and particulars required to enable DxO to ascertain and verify the nature and cause of the defect claimed and to carry out any warranty obligations.
Upon giving notice to DxO of a defect, the customer shall cease using DxO ONE. Any use of DxO ONE after giving notice shall void this warranty, and DxO shall have no liability to the customer either under this Warranty Card or otherwise in relation to DxO ONE. The customer shall not resume using DxO ONE until DxO notifies customer in writing that DxO ONE can be used.
2. EXCLUSIVE REMEDY: ACCEPTANCE
Customer's exclusive remedy and DxO's sole obligation is to supply (or pay for) all labor necessary to repair any DxO ONE found to be defective within the warranty period and to supply, at no extra charge, new or rebuilt replacements for defective parts. If repair or replacement fails to remedy the defect as determined by DxO in its sole discretion, then, and only in such event, shall DxO refund to customer the purchase price for such DxO ONE in exchange for customer returning DxO ONE. Customer's failure to make a claim as provided in paragraph 1 above or continued use of the DxO ONE shall constitute an unqualified acceptance of such DxO ONE and a waiver by customer of all claims thereto. All determinations made by DxO with respect to the warranty shall be final.
3. EXCEPTIONS TO LIMITED WARRANTY
DxO shall be under no obligation whatsoever to repair, replace or make good any loss or damage or defect which results from incorrect installation, alteration without consent, abnormal wear and tear or customer induced damage, accident, abnormal conditions of storage or use or any act, neglect or default of the customer or any third party. Without limiting the preceding sentence, this warranty is void and DxO shall be under no obligation whatsoever to repair, replace or make good any loss or damage or defect if: (a) customer uses DxO ONE with any device other than the approved models of iPhone and iPad, and any other device that later may be approved in writing by DxO; (b) customer or any third party other than DxO (or a representative that DxO approves in writing) attempts to repair, disassemble or modify DxO ONE; (c) customer uses any cords, power adapters or other peripherals with DxO ONE that have not been supplied by DxO or a DxO authorized distributor; or (d) customer or users of the DxO ONE do not follow the guidelines to use the DxO ONE as set in the DxO ONE documentation or general purchasing conditions.
DxO is not responsible for any loss or damage or defect to any approved iPhone or iPad model or any other device that DxO later approves in writing for use with DxO ONE. DxO ONE may not function properly if the approved iPhone or iPad model (or any other device that DxO later approves in writing for use with DxO ONE) is defective or not properly maintained by the customer (including, without limitation, if customer fails to properly configure such device). To the extent DxO determines, in its sole judgment, that any malfunction of DxO ONE is solely due to a defect or improper maintenance of another device approved and intended for use with DxO ONE, DxO shall have no obligation under this warranty.
Usage of DxO ONE requires customer to download to the approved iPhone or iPad model (or any other device that DxO later approves in writing for use with DxO ONE) the App that is specified in the user manual (and any update to such App) and periodic firmware updates that become available. Customer is solely responsible for obtaining the necessary internet connection to download such App (and any update) and firmware updates. DxO is not responsible under warranty for any malfunction of DxO ONE which results from the failure to download the App (or any update) or any firmware updates. If customer has any difficulty downloading the App (or any update) or firmware updates, the customer should follow the directions in the user guide to resolve such issues. DxO reserves the right at any time after expiration of the warranty period to cease providing updates to the App.
DxO ONE is dependent on Apple’s Lightning API and certain Apple iOS libraries to function correctly. DxO ONE shall have no liability under this Warranty Card or otherwise if Apple ceases for any reason to support such API or libraries.
Where any defective DxO ONE is replaced, the provisions of this Warranty Card shall apply to the replacement DxO ONE for the unexpired balance of the warranty period.
The customer shall not return DxO ONE to DxO without the DxO's written consent and DxO shall not be under any liability whatsoever for the DxO ONE returned by the customer without such consent.
5. CUSTOMER DATA
Customer shall be solely responsible for maintaining backup data necessary to replace customer data including images lost or damaged from any cause.
6. PROOF OF PURCHASE
The customer's dated bill of sale must be retained as evidence of the date of purchase and to establish warranty eligibility. DxO may from time to time provide updated information about the warranty or the DxO ONE. To stay better informed, we recommend you register your DxO ONE by visiting the DxO website at www.dxo.com and providing the product and purchase information requested.
7. DISCLAIMER OF WARRANTY
The above written warranty is the sole and exclusive warranty given by DxO and is given in lieu of and replaces, excludes and extinguishes all and every condition, warranty or representation whatsoever whether express or implied by statute, common law, trade usage, custom or otherwise in respect of the quality or fitness for purpose, description of the DxO ONE or otherwise. Without limiting the foregoing, DxO disclaims any implied warranty of merchantability and implied warranty of fitness for a particular purpose. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly disclaimed and does not apply to this warranty or the purchase of your DxO ONE.
8. LIMITATION OF LIABILITY
This Warranty Card states the full extent of DxO’s obligations and liabilities in respect of the supply of, or failure to supply DxO ONE.
DxO is not liable to you (or any other parties) for any indirect, incidental, consequential, punitive or exemplary damages, or for loss of income, profits, bargain, revenue, contracts, goodwill, use, enjoyment, time, data, electronically transmitted orders or other economic advantage (but not to the extent that applicable law prohibits liability exclusions or limitations for intentional torts, gross negligence, damages arising out of product liability or other fault bases). DxO disclaims any warranties and liabilities related to damage to any device attached to the DxO ONE.
DxO’s maximum aggregate liability, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the amount payable by you to DxO for the purchase of DxO ONE.
For further information and the name of the nearest authorized DxO service facility contact:
DxO Labs Corp
P.O. Box 410535
San Francisco, CA 94141