GENERAL TERMS AND CONDITIONS OF SALE
Revision 3/2023
Microsys Technologies Inc. (hereinafter referred to as "Microsys") agrees to provide
goods, services and warranties to a buyer as set out herein in accordance with the
following terms and conditions (unless specified otherwise):
1. TERMS OF METHOD OF PAYMENT
Payment terms are net 30 days pending credit approval except as noted. The amount of credit or
terms of payment may be changed, or credit withdrawn by Microsys at any time. If goods or services are delivered in instalments, the buyer shall pay for each instalment in accordance with the terms of payment hereof. Payment shall be made for goods and services without regard to whether the buyer has made or may make inspection of the goods and services. Microsys has the right, as well as any other remedy, to terminate this contract or to suspend further deliveries under this contract in the event the buyer does not comply with the terms of payment. If delivery is delayed by the buyer, payments are due from the date when Microsys is prepared to deliver the goods and services. Goods held for buyer are at the buyer's sole risk and expense.
2. TAXES
Unless otherwise specified, all prices are exclusive of all federal, provincial, municipal, state or foreign taxes and duties of any kind, whatsoever, now or hereinafter enacted, applicable to the goods and services sold in this transaction, which taxes and duties will be added by Microsys to the sale price where Microsys is required by law to collect the same and will be paid by the buyer unless the buyer provides Microsys with a proper exemption certificate. Microsys will not report, collect, or pay any tax or duty unless required to do so by law and in that event, buyer shall report and pay all taxes or duties applicable to the goods and services sold on this transaction. Buyer shall indemnify and hold seller harmless for any claim for taxes or duties whatsoever applicable to the goods sold in this transaction.
3. DELIVERY SCHEDULES
Microsys may deliver goods or services in instalments. Delivery schedules are approximate only. Microsys shall not be liable for any loss or expense (consequential or otherwise) incurred by the buyer if Microsys fails to meet the specified delivery schedules. Microsys has the right at its sole discretion and for any reason to delay delivery schedules beyond those agreed upon, or to terminate this contract by written notice to the buyer.
4. TITLE, DELIVERY AND LICENSE
Unless otherwise specified, all goods and services shall be delivered Incoterms EXE. Mississauga,
Ontario. Title to such goods and risk of loss or damage shall pass to the buyer upon Microsys' tender of such goods and services to a carrier for shipment to the buyer and any loss or damage shall not relieve the seller from any obligations hereunder. The buyer will pay or reimburse Microsys for all costs of transportation and insurance for such shipments and shall be responsible for all taxes and any other expenses incurred or licenses or clearances required at destination. Buyer is licensed to use delivered software for use as intended by this contract only and may not resell, transfer, or distribute copies of the software, either within the buyer’s company or to a third party, without prior written permission from Microsys.
5. SUBSTITUTION AND MODIFICATIONS OF GOODS AND SERVICES
Microsys may modify the specifications of goods and services provided such goods and services substantially conform to this contract.
6. LIMITATION OF LIABILITY
In no event shall Microsys be liable for direct, indirect, special, incidental, or consequential damages (including loss of profits, downtime, or goodwill) suffered or incurred arising from the use, performance or furnishing of any product or service hereunder, whether based on this contract, tort, or any other legal theory, even if Microsys has been informed of such damages. Microsys liability hereunder to the buyer from any cause whatsoever and regardless of the form of action shall be limited to the cost to replace or repair the defective portion
of the goods or services.
7. GENERAL
a. This agreement constitutes the complete agreement between Microsys and the buyer and supersedes all previous agreements, both oral and written.
b. The terms and conditions of the agreement shall govern notwithstanding the
submission of a buyer purchase order containing alternate terms and conditions.
c. The buyer shall not assign or otherwise transfer the rights or obligations hereunder without the prior written consent of Microsys. Microsys may subcontract performance of its obligations hereunder to third parties but shall not be relieved of its responsibilities thereby.
d. Neither party shall be in default for any delay or failure to perform it obligations under this agreement resulting from acts of God, the elements, strikes, shortages of
parts, labour or transportation or any other causes beyond the reasonable control of such party.
e. This agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario.
8. LIMITED WARRANTY SERVICES
a. Except as noted by the Microsys quotation, the duration of the Microsys limited warranty is one (1) year.
b. Microsys warrants that it’s products (“Product”), when operated as directed, will substantially achieve the functionality as described by the specifications and operating documentation.
c. Warranty begins on:
i. The ship date for products not installed by Microsys.
ii. The final installation day for products installed by Microsys or its authorized representative. In the case that the customer requests a delay in shipment or installation the warranty will begin on the earlier of the final installation day, or 60 days after the product was ready for shipment.
d. Microsys does not warrant that the use of software products will be uninterrupted or that the operation of the software will be error-free.
e. No warranty will apply to any Product that has been:
i. modified, altered, or repaired without authorization from Microsys accidentally or intentionally abused, maltreated, misapplied, or used in a manner other than in accordance with the product training or the manual improperly installed by any party other than Microsys or its authorized representative.
ii. Repairs due to conditions such as lighting, flood, excessive voltage, voltage spikes, virus attacks and malware & spam attacks are not covered under warranty. Product
problems attributable to the use of
Product with equipment or software not supplied or expressly approved by Microsys are not covered under warranty.
iii. Software Product problems attributable to the installation or use of unauthorized applications, or unauthorized changes to the computer operating system, are not covered under warranty.
iv. Repairs and services provided for Product not covered by warranty will be billed on a time and materials basis at current Microsys rates.
f. Microsys warrants that in the event of that a defect is discovered by the Buyer and confirmed by Microsys, Microsys shall either repair or replace, at its sole discretion and option, any Product that prove to be defective and restore such products to proper operating order. The Buyers sole and
exclusive remedy shall be limited to this repair or replacement.
g. If the Buyer discovers and reports what it believes to be defects in software Product within the warranty period, Microsys will investigate the defects at no charge and at its sole discretion will
Either:
i. Correct the non-conformance of the software.
Or:
i. Replace the defective media and/or documentation.
Or:
ii. Advise the Buyer how to achieve substantially the same functionality as
described in the specifications through an alternate procedure.
h. Any part returned under warranty must be shipped at the Buyer’s expense to Microsys for replacement. The replacement part will be shipped to the Buyer at the expense of Microsys. Any duties and taxes on the shipments remain the responsibility of the Buyer. Parts replaced under warranty are warranted as part of the original product. In no case will the warranty of the replacement part exceed the original warranty expiration date.
i. Workmanship and design services including software, manuals, diagrams, documents, and specifications are warranted for the term specified in this agreement and in no case shall exceed one year in duration unless otherwise specified. This warranty commences on the date that the customer first uses the goods or services or the date of final instalment delivery whichever comes first. Warranties for equipment and hardware may be provided by the manufacturer of such equipment and hardware. Microsys does not provide any additional warranty on these items.
j. Microsys warrants that in the event of that a defect is discovered by the buyer and confirmed by Microsys, Microsys shall either repair or replace, at its sole discretion and option, any goods or services that prove to be defective and restore such goods and services to proper operating order. The buyer’s sole and exclusive remedy shall be limited to this repair or replacement.
k. This warranty shall be null and void if in the opinion of Microsys, the goods or services delivered were damaged or altered in any way by neglect, misuse (including faulty installation, repair, or maintenance by parties other than Microsys), accident or modification without Microsys’ prior written
approval.
l. At the end of the initial term the buyer may purchase extended warranty coverage from Microsys.
m. Microsys has the right at its sole discretion to determine if a change or modification requested by the buyer will be implemented with or without additional charges. Such charges shall be reasonable and agreed upon prior to undertaking any work to perform such changes or modifications.