Terms & Conditions
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS ANY LIMITATIONS AND EXCLUSIONS THAT MAY WELL APPLY TO YOU.
These Terms and Conditions contain the terms and conditions upon which Mirametrix Inc. its affiliates and representatives (“Mirametrix”) make all sales of hardware and software (“Product” or “Products”) with Purchasers (“Purchaser”). These Terms and Conditions are subject to change at any time.
Purchaser’s acceptance of and agreement to be bound by these Terms and Conditions are indicated by, but not limited to, any one of the following:
- Purchaser placing an order for Products;
- Purchaser’s acceptance of any shipment or any part of the items specified for delivery;
- Purchaser’s acceptance of a Mirametrix sales quotation;
- Purchaser’s written acknowledgement hereof;
- Payment by Purchaser of any amount of Product price, invoice or proforma invoice;
- or any other offer or expression of acceptance by Purchaser.
All orders are subject to acceptance by Mirametrix.
2. PRICING AND SALES QUOTATION
Prices do not include applicable sales, use, excise, or similar taxes unless specifically noted. Prices on sales quotations are valid for the period stated on the quotation. Prices are subject to change at any time.
Terms of payment are at Mirametrix sole discretion and are agreed to when an order is placed. All payments are to be made in US funds unless otherwise agreed. Mirametrix has sole discretion in extending credit to purchaser. If credit is extended, Purchaser will be invoiced once Product has been shipped. Purchaser shall pay each invoice no later than thirty (30) days (unless otherwise specified in writing by Mirametrix) from the date of invoice. Interest shall accrue on overdue amounts at the rate of 1.5% per month (18% per year). If no credit is extended, Mirametrix will require full or partial payment in advance. Payment may be made by credit card at the discretion of Mirametrix. Products may be purchased for a 15-day evaluation period on the approval of Mirametrix. Evaluation is to determine the suitability of the Product for a particular purpose. Pre-payment of the purchase price is required for evaluation purchases. Pre-payment must be by Visa. Return of the Product is subject to the Return and Exchange conditions detailed herein. All Purchasers agree to inform Mirametrix of any head-to-head Product comparisons involving the Products.
Purchaser shall pay all applicable sales, use, excise, or similar taxes where and when applicable unless Purchaser provides Mirametrix with an exemption certificate acceptable to the relevant taxing authority.
5. TITLE AND DELIVERY
Title to Product passes from Mirametrix to Purchaser upon pickup by courier according to section 6 Shipping. Title to all software shall remain with the licensor. Delivery dates are approximate. Mirametrix shall use reasonable efforts to fill all orders according to the shipment schedule provided by Mirametrix at the time of the acceptance of the order. In no event shall Mirametrix guarantee shipment according to such delivery schedule or be liable for damages due to delays in the delivery, including delays arising from export restrictions or out of stock items. Purchaser shall bear the cost of obtaining all necessary export permits or licenses. Unless otherwise agreed in writing, Mirametrix may make partial shipments and the terms and conditions herein shall apply separately for each shipment.
All prices quoted (including repairs, parts, and goods) are F.O.B. Mirametrix’s facility. All responsibility for risk of loss or damage shall pass to Purchaser upon delivery of Product to carrier. Purchaser shall bear the cost of shipment.
7. ASSIGNMENT AND RESALE
Purchaser shall not assign an order, or any interest therein, or any rights hereunder without the prior written consent of Mirametrix. Purchaser agrees that all Products are for its own use and not for commercial resale unless with the express written consent of Mirametrix.
8. RETURN AND EXCHANGE
All Product returns require a Return Merchandise Authorization (RMA) number issued by Mirametrix. Please contact Mirametrix to receive RMA number. All returned Product shipments without an RMA number will be refused by Mirametrix and a refund will not be issued. Purchaser is responsible for all shipping costs on returns for any reason. If Product is not returned in the same condition as originally shipped, Purchaser may be charged a damage, restocking or missing part fee. Mirametrix has sole discretion for credit, replacement, exchange, repair or remedy of deficiencies
9. GOVERNING LAW
All sales shall be governed by and construed in accordance with the laws of the province of Quebec, Canada, including the applicable federal laws of Canada, but excluding that body of law applicable to choice of law. The United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such convention, if otherwise applicable, shall not apply to any order or sale. Purchaser consents and attorns to the jurisdiction of the courts of Quebec for any suit, action or proceeding arising out of the Terms and Conditions.
All Products have a one (1) year limited warranty for parts and labour on material and manufacturing defects, and one (1) year telephone and e-mail technical support. Warranty only applies to original Purchaser. Mirametrix does not warrant compatibility of Products with non-Mirametrix products. Warranty is void if any proprietary labeling is removed. Repaired or replaced Products are covered for the remainder of the original Product warranty period. Mirametrix shall not be responsible for any defect in the Products due to physical damage to the Products as a result of improper handling during or after shipment, misuse, neglect, improper installation or operation (including but not limited to radioactive or other dangerous environments), repair, alteration, accident or for any other cause not attributable to defective workmanship on the part of Mirametrix.
MIRAMETRIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL MIRAMETRIX OR ITS REPRESENTATIVES BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS NTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA) RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT OR SERVICE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MIRAMETRIX’S LIABILITY WILL NEVER EXCEED THE TOTAL PRICE PAID BY PURCHASER HEREUNDER. MIRAMETRIX SHALL HAVE NO LIABILITY FOR ANY INDIRECT OR PUNITIVE DAMAGES, OR FOR ANY CLAIM BY A THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Failure of Mirametrix to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its rights and remedies.
13. MODIFICATIONS AND AMENDMENTS
No amendment, modification or substitution to this agreement, including by the use of additional documentation, is valid or binding on any party unless it is in writing and signed by all parties hereto.
In the event that any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect and be construed to best effectuate the intention of the parties hereto.
15. FORCE MAJEURE
Mirametrix shall not be liable for any delay or failure in performance, including delay or non-shipment, caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, delayed issuance of export licenses, embargoes, strikes, labour difficulties, equipment failures, or any other causes beyond the control of Mirametrix.
The section headings used herein are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.
17. ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between Mirametrix and Purchaser with respect to the purchase of Products. THESE TERMS AND CONDITIONS ARE INTENDED TO SUPPLEMENT, BUT ARE EXPRESSLY SUBORDINATE AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN ALL APPLICABLE SOFTWARE LICENSE AGREEMENTS AS WELL AS TO ANY LICENSE, DEVELOPMENT, SUPPORT, BETA TEST, EVALUATION AND DISTRIBUTION AGREEMENT, OR ANY OTHER WRITTEN SALES AGREEMENT (“THE AGREEMENTS”) PREVIOUSLY OR SUBSEQUENTLY ENTERED INTO BETWEEN THE PURCHASER AND MIRAMETRIX. THE AGREEMENTS SHALL SUPERCEDE ANY INCONSISTENT PROVISIONS IN THESE TERMS AND CONDITIONS IN RESPECT OF THE SPECIFIC PRODUCTS TO WHICH THEY RELATE WHILE THE AGREEMENTS ARE SUBSISTING. Any terms and conditions contained in or attached to purchase orders submitted by Purchaser do not form part of The Agreements, and any such terms and conditions are hereby expressly rejected by Mirametrix.