1. Applicability:
The following are the terms and conditions under which technology products (“Products”) are offered for sale through IT Weapons. These Terms and Conditions are subject to change without notice.
2. Price, Product, and Payment:
Prices and Products are subject to change without notice. Prices do not include taxes or shipping charges. Buyer shall pay all applicable federal, provincial and other government taxes (such as sales or use taxes), any applicable duties, license fees and similar charges, however designated or levied on the sale or delivery of the Products. Exemption certificates and any necessary supporting documentation must be presented at the time the order is placed. Buyer shall pay all shipping and delivery charges. Buyers who do not pay with a credit card will be invoiced when the order is shipped. Invoices for Products are separate from invoices for IT consulting services and are due and payable upon receipt or as indicated on the invoice. IT Weapons may require reasonable advance assurances of payment such as deposits and prepayment. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer’s failure to make timely payment may result in a collection action, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and/or suspension or termination of services. IT Weapons retains (and Buyer grants to IT Weapons by accepting delivery of any Products) a security interest in the Products to secure payment in full and compliance with these Terms and Conditions. In the event IT Weapons undertakes any form of collection action, with or without litigation, of any past due amounts, or action to enforce its security interest in the Products, Buyer agrees to pay all reasonable costs associated therewith, including reasonable attorney’s fees.
3. Delivery:
Title to and risk of loss of or damage to Products shall pass to Buyer upon delivery by IT Weapon’s or its suppliers to the Buyers office or warehouse. Delivery is subject to the payment and security provisions set forth herein, as well as to IT Weapon’s receipt from Buyer of all necessary information and documentation, including, if applicable, exemption and/or resale certificates. Buyer shall promptly notify IT Weapons, and in no event later than five (5) business days after receipt, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give proper notice shall be deemed an acceptance in full of the delivery. IT Weapons shall not be liable for shipment delays beyond its reasonable control, including, but not limited to, delays caused by unavailability or shortages of Products from IT Weapon’s suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
4. Product Returns:
All sales are final. Products are returnable only if the Product (1) arrives in a defective condition; or (2) is different from what was ordered. Buyer must contact their IT Weapons representative within fifteen (15) days of receipt of the Product to arrange for a return. Credits for returned Products will be issued upon receipt and acceptance of the returned Products at IT Weapon’s or its suppliers’ warehouse or plant.
5. Warranties:
Buyer understands that IT Weapons is not a manufacturer of any Products offered for sale under these Terms and Conditions. Buyer further understands and agrees that the only warranties that apply to Products are those offered by the manufacturer of the Products. IT Weapons makes no representations or warranties of any kind with respect to the Products. IT WEAPONS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT WEAPONS WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products shall constitute IT Weapon’s sole liability and Buyer’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Products, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
6. Limitation of Liability:
BUYER AGREES THAT IT WEAPONS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PRODUCTS OR WITH THE AGREEMENT TO SELL PRODUCTS TO BUYER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF IT WEAPONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE.
7. No Resale or Export:
Buyer agrees to comply with all applicable laws and regulations related to the purchase and use of any Products. Products are sold only for Buyer’s internal use and not for resale or export.
8. General:
These Terms and Conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales of Products by IT Weapons and shall supersede all prior or contemporaneous offers, negotiations, understandings and/or agreements. Buyer and IT Weapons expressly agree that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of IT Weapons. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be prohibited or unenforceable for any reason, the remaining provisions shall continue in full force and effect. These Terms and Conditions shall be deemed made in, and shall be governed by, the laws of the province of Ontario without regard for choice of law principles. Venue for any action arising out or related to these Terms and Conditions shall be the Ontario Court of Justice, Brampton, and Buyer waives any objection to personal jurisdiction in that forum. Buyer may not assign, delegate, pledge or otherwise transfer (including by way of a sale of assets, merger or other change of control) the right to purchase Products through IT Weapons to any other person or entity without the prior consent of IT Weapons, which consent may be withheld at its sole discretion. IT Weapons shall not be liable for any delay or failure to perform an obligation under these Terms and Conditions if such delay or failure arises from any cause or causes beyond the reasonable control of IT Weapons, including but not limited to labor disputes, strikes or other labor or industrial disturbances, acts of God, floods, earthquakes, material shortages, war or acts of the public enemy, riots insurrections, embargoes, computer viruses, blockages, restrictions, regulations or orders of any governmental agency.
