Terms of Sale and Service

PLEASE READ THIS DOCUMENT VERY CAREFULLY.

THESE TERMS AND CONDITIONS OF SALE APPLY TO ANY AND ALL PURCHASES OF PRODUCTS OR SERVICES BY YOU ("CUSTOMER") FROM TALIESYN TECHNOLGIES INC. AN ONTARIO COMPANY ("TALIESYN TECHNOLGIES").

BY PLACING AN ORDER, BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN TALIESYN TECHNOLGIES' INVOICE OR OTHER TALIESYN TECHNOLGIES' DOCUMENTATION, CUSTOMER ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN, UNLESS CUSTOMER AND TALIESYN TECHNOLGIES HAVE SIGNED A SEPARATE WRITTEN AGREEMENT OF PURCHASE AND SALE, IN WHICH CASE SUCH AGREEMENT WILL GOVERN.

1. Documents

These terms and conditions of sale, together with your order information, constitute the entire agreement between Customer and TALIESYN TECHNOLGIES with respect to the purchase of products or services by Customer from TALIESYN TECHNOLGIES and constitute a binding contract between Customer and TALIESYN TECHNOLGIES. Any additional or different terms in any forms delivered by Customer are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given and any such attempt to alter, modify or replace these terms and conditions will be null and void and of no effect, unless explicitly agreed to by TALIESYN TECHNOLGIES in writing.

Customer may issue a purchase order for administrative purposes only. Any terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto. Failure of TALIESYN TECHNOLOGIES to object to provisions contained in any purchase order or other communication from a Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these conditions nor an acceptance of any such provisions.

[ TOP ]

2. Governing Law

THESE TERMS AND CONDITIONS OF SALE AND ANY TRANSACTION CONTEMPLATED HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, AND THE APPLICABLE LAWS OF CANADA, WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES OR PRINCIPLES WHICH MIGHT REFER SUCH CONSTRUCTION TO THE LAWS OF ANOTHER JURISDICTION. ANY LITIGATION OR ARBITRATION WILL BE BROUGHT IN GUELPH, ONTARIO AND, SUBJECT TO SECTION 10, CUSTOMER CONSENTS AND SUBMITS TO THE JURISDICTION OF THE FEDERAL AND PROVINCIAL COURTS LOCATED IN GUELPH, ONTARIO AND WAIVE ANY OBJECTION RELATING TO IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.

[ TOP ]

3. Title

Delivery of goods to a carrier shall constitute delivery to the Purchaser and, regardless of freight payment, and method, all risk of loss or damage in transit shall pass to the Purchaser at that time. Title to goods shall pass from TALIESYN TECHNOLGIES to the Purchaser when TALIESYN TECHNOLGIES has been paid in full. All goods shall continue to be personalty notwithstanding their mode of attachment to realty or other property.

If default is made in any of the payments herein, TALIESYN TECHNOLGIES may retain any partial payments which have been made, as liquidated damages, and TALIESYN TECHNOLGIES shall be entitled to the immediate possession of the goods and shall be free to enter the premises where the goods may be located, and remove them as TALIESYN TECHNOLGIES’ property, without prejudice to TALIESYN TECHNOLGIES’ right to recover any further expenses or damages TALIESYN TECHNOLGIES may suffer by reason of such non-payment.

[ TOP ]

4. Export Sales

Products obtained from TALIESYN TECHNOLGIES by Customer may be subject to Canadian and/or U.S. government export control laws and regulations. Customer will comply with such regulations whenever it exports or re-exports controlled products or technical data obtained from TALIESYN TECHNOLGIES. In addition, Customer acknowledges that, manufacturers' warranties for products may vary or may be null and void for products exported or used by Customer outside of Canada.

[ TOP ]

5. Warranties; Disclaimer of Liability; Terms of Service

a) Warranties

i. Hardware and software are covered by a ten (10) day defective product warranty after which the purchaser shall refer to the manufacturers warranty, if any. TALIESYN TECHNOLGIES will assist in warranty repair for items sold directly and/or supported by TALIESYN TECHNOLGIES at its option or as specified by the manufacturer of goods in question.

ii. TALIESYN TECHNOLOGIES warrants its labour workmanship to be free of defect for a period of thirty (30) days. This service warranty does not cover failure of subsequent parts due to wear and tear or repeat infection of systems by a virus, worm, or spyware program due to failure of customer to implement and adopt best practices to safeguard against such an event regardless of whether advised to do so or not. Where TALIESYN TECHNOLGIES has not been paid, all warranties are null and void until such time as payment is received in full.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY AND TALIESYN TECHNOLGIES EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY EXCLUDES CERTIFICATIONS OR THE LIKE FOR EQUIPMENT PERFORMANCE, USE OR DESIGN WITH RESPECT TO ANY EQUIPMENT PERFORMANCE, USE OR DESIGN WITH RESPECT TO ANY STANDARD, REGULATION OR THE LIKE (UNLESS AND TO THE EXTENT INDEPENDENTLY APPROVED IN WRITING BY AN OFFICER OF TALIESYN TECHNOLGIES ) AND EXTENDS ONLY TO THE PURCHASER OR TO A CUSTOMER PURCHASING FROM THE PURCHASER.

TALIESYN TECHNOLGIES does not guarantee or warrant any Internet service or provider thereof. TALIESYN TECHNOLGIES will not be held liable for lost business, profits, or for any other miscellaneous loss due to temporary, (i.e. network problems), or permanent, (i.e. bankruptcy of third-party providers), interruption of viewing of web pages on either the Internet or on an intranet which reside on servers not under TALIESYN TECHNOLGIES’s direct control. TALIESYN TECHNOLGIES will not be liable for lost business, profits, advanced payments or for any other miscellaneous loss under such circumstances.

b) Limitation of Liability

NEITHER TALIESYN TECHNOLGIES NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, FAILURE TO REALIZE SAVINGS OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER TALIESYN TECHNOLGIES NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF REPAIR SERVICES BY IT OR ANY THIRD PARTIES.

IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY CUSTOMER AGAINST TALIESYN TECHNOLGIES, ITS AFFILIATES OR ANY OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING A BREACH BY TALIESYN TECHNOLGIES OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE FROM TALIESYN TECHNOLGIES PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM.

TALIESYN TECHNOLGIES will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labour problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Any shipping dates provided by TALIESYN TECHNOLGIES are estimates only.

c) Terms of Service

TALIESYN TEHCNOLOGIES reserves the right to refuse to service any equipment that is not fully assembled, is highly customized, or where illegal activities are suspected including the use of pirated or unlicensed software. Customer accepts that there may be data loss from servicing and certifies that they have made their own reliable back-up and release TALIESYN TECHNOLOGIES from all responsibility for any and all data loss. Computers left at our depot location or in transit from customer location to authorized repair facilities are not insured against loss including damage, destruction or theft. TALIESYN TECHNOLOGIES DOES NOT WARRANT THE RESULTS OF ANY SERVICES. PURSUANT TO SECTION 5(b) OF THE TERMS OF SALE, THE TOTAL LIABILITY OF TALIESYN TECHNOLOGIES FOR SERVICES, IF ANY, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICE PROVIDED. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OR INACCURACY OF DATA OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No part of this section (5) may be severed or waived for any reason and shall survive termination of this agreement.

[ TOP ]

6. Internet and 56K Disclaimer

Internet connectivity requires access services from an Internet access provider. While TALIESYN TECHNOLGIES does not directly provide Internet connectivity services, it may at its option resell third-party services to which the customer and third-party provider shall form there own covenant. 56K modems are capable of 56Kbps downloads, however, current regulations limit download speed to 53Kbps. TALIESYN TECHNOLOGIES makes no warranty or claim to speeds promised by third-parties with respect to so-called ‘high-speed’ solutions.

[ TOP ]

7. Pricing Information; Availability Disclaimer

All pricing is subject to change without notice. TALIESYN TECHNOLGIES reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, TALIESYN TECHNOLGIES cannot guarantee that it will be able to fulfill Customer's orders.

[ TOP ]

8. Third Party Services

Customer acknowledges and agrees that, in some instances; TALIESYN TECHNOLGIES is a reseller of services and is not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases TALIESYN TECHNOLGIES, from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers.

[ TOP ]

9. Good Faith Negotiation

Before commencing any arbitration in the manner set out in Section 10 below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any arbitral proceedings unless and until the good faith negotiation fails.

[ TOP ]

10. Arbitration

Subject to the following paragraph, any claim, dispute, or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims capable in law of being submitted to binding arbitration) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships and certifications with third parties who are not signatories hereto), or TALIESYN TECHNOLGIES's advertising and marketing (collectively a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF TALIESYN TECHNOLGIES, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will take place in Guelph, Ontario. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential.

Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to TALIESYN TECHNOLGIES arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.

[ TOP ]

11. Orders; Terms; Interest; Taxes; Returned Payments

a) Orders are not binding upon TALIESYN TECHNOLGIES until accepted by TALIESYN TECHNOLGIES and TALIESYN TECHNOLGIES reserves the right to reject any orders placed by the Purchaser and refuse to ship any accepted orders on hand or request payment in advance if at any time the Purchaser's credit standing becomes impaired or unsatisfactory to TALIESYN TECHNOLGIES. An order may be terminated by the Purchaser only upon reimbursement to TALIESYN TECHNOLGIES of expenses already incurred and commitments made by TALIESYN TECHNOLGIES with respect to the order

b) Terms of payment are within TALIESYN TECHNOLGIES' sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. TALIESYN TECHNOLGIES may invoice parts of an order separately.

c) Customer agrees to pay interest on all past-due sums at the rate of two percent (2%) per month (24% per year); or at the highest rate allowed by law. Interest will become due and payable if payment is not received within 31 days from the date of invoice and will further incur a $5.00 accounting fee prior to interest calculations. Equipment that is not picked up within 30 days of completion of service is subject to a $20.00 per month holding and storage fee. Equipment that remains in our care for a period greater than 6 months will be deemed abandoned and may be liquidated without further notice at the option of TALIESYN TECHNOLGIES. In the event of such liquidation, all outstanding amounts will remain due and payable as originally invoiced for services rendered.

d) Customer is responsible for, and will indemnify and hold TALIESYN TECHNOLGIES harmless from, any applicable sales, use, value-add, goods and services, harmonized sales or other taxes, whether provincial, federal or other applicable governmental level, associated with the order. Customer will be responsible for all of TALIESYN TECHNOLGIES' costs of collection, including account administration and agency fees, court costs, filing fees and legal fees.

e) Returned payments (NSF) will be levied a $25.00 service fee per item due and payable with the replacement payment and will result in no less than the next two subsequent orders being C.O.D. TALIESYN TECHNOLOGIES may require, at its option, replacement payments be made via certified cheque or money order drawn on a Canadian Bank.

[ TOP ]

12. Return Privileges

Return of UNOPENED products may be requested within twenty-one (21) days of original purchase. Proper RMA procedures must be followed. OPENED, REGISTERED or USED products may be returned only if defective.

NO CASH REFUNDS. Credit only to either customer’s TALIESYN TECHNOLOGIES account or to the ORIGINAL credit card used to make the purchase.

Please contact TALIESYN TECHNOLGIES Administration Centre at billing@taliesyn.ca, Monday - Friday from 9:00am - 5:00pm (EST) to obtain a Return Merchandise Authorization (RMA) before returning your product. This will expedite and help ensure the proper action or credit upon processing.

In order to expedite a return, please have the following information on hand when requesting an RMA number: Account Billing information including invoice number, serial number, reason for return, action to taken (replacement/credit) and whether the box has been opened or is manufacturer sealed.

Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials INTACT and in RESALEABLE CONDITION. This includes all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is partially contingent upon products being 100% complete.

Customer is responsible for shipping charges for all products being shipped for return, repair or replacement. Defective products returned for replacement will be shipped at TALIESYN TECHNOLGIES's expense.

Customer is responsible for all risk of loss and damage to products being shipped for return, repair or replacement. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery and tracking capabilities. This is for your protection as well as to ensure quick action on your return.

A 15% restocking fee will be applied to all non-defective returns.

Due to manufacturer's policies, all Sun Microsystems and Lexmark products are non-returnable for any reason. Customer must contact these manufacturers directly.

Return privileges vary by manufacturer. Please contact TALIESYN TECHNOLGIES for details. Thank you for your past and future business with TALIESYN TECHNOLGIES.

Return shipping address:

TALIESYN TECHNOLGIES RECEIVING
Attn: Returns Dept. / RMA # ____________
3-304 Stone Road West, Dock 759, Guelph, Ontario, N1G 4W4

Failure to return a product within the return period of twenty-one (21) days will be deemed to be an acceptance of the product(s).

Software and DVD Movie Return Policy

Only defective software and DVD movies can be returned to TALIESYN TECHNOLOGIES. The return must take place within 21 days of order date and may only be replaced for the SAME software or DVD movie title. Unopened software may be returned for refund or exchange within 21 days of order date.
Multiple software licenses cannot be returned for refund or exchange unless first authorized by the manufacturer. Multiple licenses may not be returned beyond 21 days for any reason.

[ TOP ]

13. Damaged Products

If Customer receives damaged products; please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify TALIESYN TECHNOLGIES immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify TALIESYN TECHNOLGIES at billing@taliesyn.ca or the administration centre at (519) 239-9735 of damaged products WITHIN 48 HOURS of receipt. Timely receipt of this information is necessary to successfully file a damage claim with the carrier.

14. Use of Personal Information

Customer hereby represents that it has read and understands TALIESYN TECHNOLGIES's privacy policy and, where Customer is an individual, hereby agrees to the terms contained therein, including the permitted uses by TALIESYN TECHNOLGIES as described therein of any personal information provided by Customer. TALIESYN TECHNOLGIES's privacy policy is accessible at www.taliesyn.ca

15. Year 2000 (a.k.a. Y2K) Compliance

TALIESYN TECHNOLGIES makes no representation to Year 2000 compliance of product.

[ TOP ]

Taliesyn Technologies