Quotes & Orders – Terms & Conditions
1.1 The details provided under the heading Quotation identify the party purchasing and/or renting the goods and/or services listed (the Offeree). By signing this agreement, or by supplying a Purchase Order which references this agreement, the Offeree agrees to the conditions of sale and/or rental herein.
1.2 Orders are accepted subject to the conditions of sale and/or rental as herein provided by Pinnacle Networks Inc (the Offeror). Any variation of these conditions is inapplicable unless accepted in writing by the Offeror.
Law Applicable:
2.1 This agreement is governed in all respects by the laws of the Province of Newfoundland and Labrador and the parties agree to submit to that jurisdiction in respect to the terms herein.
Pricing, Taxes and Duties:
3.1 Pricing is subject to the ongoing availability of the items quoted. In the event of the quoted goods being unavailable, the Offeror reserves the right to withdraw and/or reissue this quote accordingly.
3.2 Pricing is subject to USD/CAD fluctuation. The Offeror reserves the right to withdraw and/or reissue this quote accordingly.
3.3 Pricing is subject to the quantities quoted and the Offeror reserves the right to adjust the Unit Price accordingly if a change to quantity is requested by the Offeree.
3.4 All goods and services are quoted exclusive of tax and any other duties and taxes unless specifically listed.
3.5 Where applicable, all taxes and other duties payable upon the production and/or delivery of the goods shall be added to the price and shall be paid by the Offeree.
Condition of Goods and Warranty:
4.1 All goods are supplied in the stated condition (Condition of Goods) and are covered by the stated manufacturer’s warranty (the Warranty). All goods are guaranteed by the Offeror to be genuine, original product from the stated manufacturer.
4.2 In the event that the Warranty is supplied by Pinnacle Networks (rather than the hardware manufacturer), it is a requirement of the Warranty that the hardware is tested by the Customer within 21 days of the hardware being made available to the Customer. If the Customer fails to commission the hardware in this time, any such warranty will be reduced to a maximum of 30 days.
4.3 No Condition or Warranty is expressed or implied as to the life or wear of the goods supplied, or that they will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or condition may be known by or be made known to the Offeror.
4.4 Any express or implied statement, condition or warranty, statutory or otherwise, not stated herein is hereby excluded and deemed to be inconsistent herewith. No responsibility is accepted by the Offeror for any damage or loss arising directly or indirectly out of the goods supplied or for any damage or loss arising by reason of any failure of the goods supplied. Furthermore, the Offeror shall be under no liability in Contract or Tort for any damage arising directly or indirectly out of the supply of the goods or of the packages in which the goods are delivered.
4.5 The Offeree agrees that:
(a) In selecting the Equipment it does not rely on the Offeror’s skill or judgment;
(b) It has satisfied itself as to the Equipment’s condition, suitability and fitness for purpose and the validity of any warranties, guarantees and entitlements to any patents;
Certification, Maintenance, Software, Licensing and configuration:
5.1 Unless specifically listed on this quotation, all hardware maintenance, configuration, operating system or other software licensing, software support, certification for support or any other services is excluded from this quotation and as such is the responsibility of the Offeree.
Delivery Commitments:
6.1 Delivery commitments are entered into in good faith but are not guaranteed, and the Offeror shall not be liable for any loss or damage occasioned by failure to deliver on the specified date howsoever caused. Nor shall failure be deemed to be a breach of the Contract, or any of its conditions, or part thereof.
6.2 Refusal of the Offeree to accept part or whole delivery at the time specified in the Contract shall part permit the Offeror to treat the Contract as repudiated by the Offeree and to decline to make further deliveries without prejudice to the Offeror’s right to recover damages for breach of Contract.
6.3 Where Contracts provide for a single delivery, goods shall be delivered and accepted as soon as ready.
6.4 Where Contracts provide for deferred delivery such delivery shall be accepted as specified in the Contract, (or as soon thereafter as ready). In the event of failure to accept any delivery the balance remaining undelivered shall be invoiced (payment for such balance immediately thereon becoming due) and storage costs charged to the Offeree’s account, the goods being held at the Offeree’s risk.
Defective Goods:
7.1 The Offeror reserves the right at its sole discretion to decide whether any goods are defective.
7.2 Defective goods will be replaced or rectified by the Offeror as originally ordered. If rectification or replacement is not practicable for goods listed as Sale items herein, the Offeror will credit the sale value of the goods at the invoice price provided.
7.3 Claims under Sub-Clause 7.2 must be made in writing to the Offeror at returns@pinnacleoffice.ca within 30 business days of the date of dispatch by the Offeror, otherwise the Offeror reserves the right not to replace or repair damaged or missing goods.
7.4 The Offeror shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any defect save as detailed in Sub-Clause 7.2 hereof.
Serial Numbers:
8.1 If the goods are within the warranty period a serial number and warranty terms will be issued by the Offeror on notification of a fault. No goods may be returned without such a serial number being shown in the packaging. Goods returned without a valid serial number displayed will be refused or returned.
Returns:
9.1 The Offeree is required to gain prior authorization from the Offeror before any goods may be returned.
Damage and/or Loss in Transit:
10.1 The Offeror does not accept any responsibility for shortages or for goods damaged in transit unless such shortage or damage on the delivery note if examined, or, if the goods have been signed for as not examined, notified within 48 hours and reported by separate notice in writing to the Offeror within 5 days of receipt of the goods by the Offeree or the Offeree’s agent.
Force Majeure:
11.1 The Offeror will endeavor to give delivery at the rate or within the time specified in the Contract, notwithstanding anything to the contrary expressed or implied in this Contract. The Offeror shall not be liable for any loss or damage which may be sustained by the Offeree through failure on the part of the Offeror to deliver at the rate or within the time specified in this Contract, for any loss or damage incurred by reason of act of God, war, riots, fires, strikes, lockouts, cessation of labour, trade disputes, breakdowns, accidents of any kind or any other cause whatsoever beyond the control of the Offeror whether similar to these aforesaid or not. The Offeror shall be entitled to recover all monies owing to them in respect of deliveries made or services performed prior to such failure. The time of any such suspension will be added to the time of original Contract (including without prejudice to the generality of the foregoing, any inability to obtain the necessary import or export licenses or consents of any governmental or other authority).
Cancellation of Orders:
12.1 Cancellation of an order, in whole or part cannot be accepted without the Offeror’s consent in writing which shall only be given on a full indemnity provided by the Offeree to the Offeror.
12.2 Cancellation of an order will only be entertained prior to delivery of the products/services.
12.3 In the event that the Offeree cancels an order, the Offeree agrees to pay a restocking fee of up to 25% of the value of the goods and/or services quoted plus any freight or other charges incurred by the Supplier up to that point.
Terms of Payment:
13.1 Unless agreed otherwise in writing, payment is to be made in advance.
13.2 For goods and services quoted as Rental items herein, the Offeree will be invoiced for each period in advance and payment is required in advance.
13.3 The Offeree agrees to pay the full amount of such invoices, without dispute or set-off and regardless of any short-coming or delay in the services being provided by the Offeror.
13.4 Surcharges for payment by credit card facility are 3% for credit cards.
13.5 Interest at 2.0% per month (or part of a month) will be payable by the Offeree to the Offeror on any overdue payments plus an additional administration fee of $25.00 per month (or part of a month) on all overdue accounts.
13.6 For goods and services quoted as Sale items, a deposit of a minimum of 25% of the total value of the quotation (incl HST) will be required for new Customers (or any Customer that Pinnacle specifies) prior to an order being accepted by Pinnacle. Customers will be notified when an order is ready to be delivered and the Customer will be required to pay the balance within 21 days of that notice. If payment of an order has not been received in full within 21 days of the Customer being notified that the order is ready to be delivered and the Customer has not contacted Pinnacle to make other arrangements, the order will automatically be cancelled and the deposit will be withheld by Pinnacle to cover any costs that they have incurred as a result of the cancellation.
13.7 The rendering of payments by the Offeree, at the stipulated time, shall not be affected by the existence of any defect, whether or not such defect is the subject of a claim under Clause 7.2 hereof.
13.8 If the Offeree shall fail to make any payment when it becomes due or shall enter into composition or arrangement with its creditors, or if being an incorporated company it shall have a Receiver appointed or shall pass a resolution for winding up or a Court shall make an Order to that effect or if not being an incorporated company it shall have a Receiving Order made against it or if there shall be any breach by the Offeree of any of the Terms and Conditions hereof, the Offeror may, without prejudice to its other rights and remedies defer or cancel any further deliveries and the Offeree’s right to possession of any rented goods and/or equipment immediately ceases and it must return the Goods and Equipment to the Offeror on demand together with all instruction manuals and other information provided by the original supplier.
13.9 All dishonored payments made by the Offeree to the Offeror shall attract a $55.00 administration fee.
Title:
14.1 For goods and services quoted as Sale items herein, the ownership of the goods will only be transferred to the Offeree on payment in full by the Offeree for the said goods.
14.2 For goods and services quoted as Rental items herein, the ownership of the goods remains with Offeror at all times.
14.3 The Offeree has no interest in Goods and/or Equipment quoted as Rental items herein, other than as bailee and must do everything necessary to protect the Offeror’s rights in the Equipment. This includes:
(a) Making it clear to others where ownership of the Equipment is relevant, that the Offeror owns the Equipment;
(b) and keeping the Equipment under its control; and
(c) allow the Equipment to become subject to a Security Interest of any kind; and
(d) not allow anyone else to use the Equipment.
14.4 Should the Offeree remain in default of any payment for which the Offeree is liable to the Offeror, the Offeror reserves the right to decline to make any further deliveries irrespective of which Contract with the Offeree they spring from, and to rescind the Contract in question without judicial interposition, all this without prejudicing the Offeror’s right to full compensation and without prejudicing the Offeror’s right to take back at once from the Offeree goods which by virtue of this Clause are still the Offeror’s property.
14.5 The Offeree shall store all goods delivered by the Offeror but for which payment has not been made, in such a way as to be clearly separate and identifiable from the Offeree’s other goods and products and the Offeree hereby grants to the Offeror its servants or agents the right to enter on to the Offeree’s premises for the purposes of recovering such goods at any time until payment.
14.6 Notwithstanding the above, for goods quoted as Sale items herein, if the Offeree shall sell any goods delivered in such manner as to pass to a third party a valid title to the goods, the Offeree shall hold the proceeds of such sale on trust for the Offeror; providing that nothing herein shall constitute the Offeree the agent of the Offeror for the purposes of any such sub-sale and also providing that the Offeree shall not be entitled to sell such goods after the appointment of a Receiver to its property, or it has been placed in liquidation, or, not being a company, has committed an act of bankruptcy.
14.7 The Offeree shall assume the risk of loss or damage to the goods from the date of delivery and must accordingly rely on its own insurance from that date.
14.8 The Offeree bears the risk of any loss, destruction, seizure of or damage to Goods and/or Equipment quoted as rental items herein, and all liability for its possession, use, operation and storage throughout the Term or until possession is recovered by the Offeror, including the risk of and liability for any personal injury or death or any property damage, however these occur. This risk also includes any liability arising because the insurance cover is inadequate or lapses or becomes void for any reason.
14.9 The Offeree indemnifies the Offeror as owner of Goods and/or Equipment listed as rental items herein, for all risks and liabilities assumed by the Offeree under this clause.
14.10 For goods and services quoted as Rental items herein, the Offeree must at its own expense throughout the Term:
(a) Keep the Equipment insured against loss, theft, damage or destruction arising from any cause for the greater of its full market value or replacement value and any other insurable risk commonly insured against for similar equipment and;
(b) Keep the Offeror insured against all liabilities to third parties for death, personal injury and property damage and such other risks however arising in connection with the ownership, use, possession, and storage of the Equipment as the Offeror may reasonably require; with an insurer acceptable to the Offeror in the names of the Offeree and the Offeror for their respective interests. Each insurance policy must provide that the proceeds of any claim will be paid to the Offeror or the benefit of the Offeror. The Offeree must comply with any directions of the Offeror in relation to any insurance proceeds paid to or for the benefit of the Offeree.
14.11 Any goods supplied to Offeree which are subject to restrictions or provisions imposed by manufacturers’ licence conditions are supplied to the Offeree by the Offeror subject to any such licence restrictions or provisions.
Minimum Rental Period (For goods and services quoted as Rental items herein):
15.1 This quotation is for the minimum rental period (Minimum Period), thereafter the monthly rental fee applies for any additional month or part thereof.
15.2 The full rental fee is payable for any period less than the stated Minimum Period.
15.3 The Offeree must give the Offeror prior notice in accordance with the Rental Schedule that it intends to return the Equipment on the Rental End Date, otherwise the rental of the Equipment will extend automatically and rent will continue to be payable at the same rate and frequency as the periodic Rental Payments applicable under the heading Quotation to Supply the Following and otherwise on the same terms and conditions as in the agreement.
Errata:
16.1 Any errors and omissions made in the preparation of this sales quotation are excluded. In the event that errors or omissions are made the Offeror reserves the right to cancel and reissue this quotation.
Validity of Terms and Conditions:
17.1 The parties agree that in the event that a term or condition is ruled invalid the remaining terms and conditions will remain in force.
17.2 Any goods supplied to the Offeror which are subject to restrictions or provisions imposed by manufacturers’ license conditions are supplied to the Offeree by the Offeror subject to any such license restrictions or provisions.
Suitability of product / software / service:
18.1 It is the Offeree’s responsibility to check and confirm that the products ordered are fit for purpose and suitable for the environment in which they are to be used/deployed.
18.2 Once an order is placed with the Supplier, if the Offeree wants to change the order, either by quantity, product, software or service, changes will only be considered by the Supplier if the order has not been dispatched.
18.3 In the event that the changes are accepted by the Supplier, the Offeree agrees to pay a restocking fee of up to 25% of the value of the goods and/or services quoted plus any freight or other charges incurred by the Supplier up to that point.
18.4 The Offeree also agrees to pay any additional costs associated with ordering the new product or service.