QiiQ Communications Inc. (QiiQ)
Terms of Sale
1. The terms and conditions herein shall apply to all sales of Products from QiiQ. Products herein includes software.
2. All shipping or delivery dates are estimates, not guarantees. QiiQ shall not be held responsible for any costs damages resulting from late deliveries. Purchase Orders will not be accepted with penalty clauses of any kind. Shipping or transportation insurance is the responsibility of Purchaser. QiiQ will not order shipping insurance on behalf of Purchaser unless requested in writing on the Purchase Order. The risk of loss of the Products shall pass to Purchaser.
3. Purchase Orders are not subject to cancellation, except on such terms and conditions that will indemnify QiiQ against loss.
4. Limited Warranty. QiiQ warrants against any defective materials or workmanship for twelve (12) months from the date of shipment of the Products, excluding software, by QiiQ to the Purchaser. This warranty is limited to repair or replacement, at QiiQ's discretion, of the Products at QiiQ's plant.
In respect of software, for a period of one hundred and twenty (120) days from the date of shipment of the software Product by QiiQ to the Purchaser, QiiQ warrants the software Product when properly installed, will perform substantially in accordance with the specifications therefor. This warranty is limited to QiiQ correcting any material defects or errors.
5. This warranty by QiiQ shall immediately be void if the Product is modified by Purchaser, the end user, or any other party; or if the Product has been damaged by abuse, improper modifications, neglect, improper service or other causes not arising out of defects in material or workmanship.
6. No Other Warranty: Except for the express Warranty set forth above, QiiQ grants no other warranties, express or implied, by statute or otherwise regarding the Products, their fitness for any purpose, their quality, their merchantability, or otherwise.
Disclaimer of Implied Warranties. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS FOR PRODUCTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ARE THE ONLY WARRANTIES MADE BY MANUFACTURER WITH RESPECT TO PRODUCTS
7. Notwithstanding any other provision, QiiQ's entire liability for damages to the Purchaser or any other party shall not, in aggregate for any damages, exceed the amount paid by Purchaser to QiiQ for such Product or Products. In no event shall QiiQ be liable to the Purchaser or any other party for any indirect damages, including lost profits, lost savings or other incidental or consequential damages arising out of the use or inability to use the Products, even if QiiQ has been advised of the possibility of such damages, or any claim by any other party.
8. Governing Law and Jurisdiction: All orders shall be governed by and construed under the laws of the Province of Ontario, Canada. The federal and provincial courts within the Province of Ontario, Canada, shall have exclusive jurisdiction the federal and provincial courts within Ontario, Canada.
9. All accounts which extend beyond accepted payment terms and conditions shall have a 1.5% (18% per year) late payment surcharge imposed.
10. Notwithstanding any conditions printed on the actual purchase order form, QiiQ's terms and conditions of sale shall take precedence unless otherwise specifically agreed to in writing by an authorized principal of QiiQ.