This document constitutes an offer by SRB Education Solutions Inc., d/b/a/ L4U Library Software (the "Supplier) to provide the products and services described in the attached quotation (the "Quotation"), on the terms and conditions set out below. These terms and conditions apply notwithstanding any language in the customer's purchase order (if one exists) or any other written or oral representation made prior to, simultaneously with, or at any time after the Quotation. No addition or modification of these terms and conditions may be made, except on written consent of the Supplier.
The Customer shall be deemed to have made an unqualified acceptance of these terms and conditions of sale on the earliest of the following to occur: (i) the Customer's payment of any amounts due hereunder; (ii) the Customer's receipt of the products and services; or (iii) any other event constituting acceptance at law.
After acceptance of the Quotation, the Customer may not cancel or modify its order or any part thereof without the Supplier's prior written consent. The Supplier reserves the right to change the price, terms of payment and delivery dates for any products and services affected by any modification to which it consents.
All software licenses are subject to these terms and conditions, as well as all terms and conditions in the relevant software license agreement.
The warranty for any purchased hardware is provided directly by the manufacturer of such hardware and Supplier will assign all such warranties, to the extent possible, directly to Customer.
Any oral or written description of the products and services is for the sole purpose of identifying the products and services and shall not be construed as an express warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER MAKES NO WARRANTY, REPRESENTATION, GUARANTEE, COVENANT OR CONDITION IN RESPECT OF THE PRODUCTS OR SERVICES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES, INCLUDING, BUT NOT LIMITED TO MERCHANTABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO EVENT WILL SUPPLIER BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES INCURRED BY CUSTOMER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO LOST PROFITS) OR OTHER DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR FOR ANY CLAIM BY ANY THIRD PARTY.
THE PRICING OF THE PRODUCTS AND SERVICES REFLECTS THE ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
All taxes, inspection or testing fees, freight costs, insurance or any other fee or charge whatsoever, imposed on, in connection with or measured by any transaction between the Supplier and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced.
All product will be shipped by Canada Post, ground delivery.
No product returns shall be accepted for credit without prior written approval of the Supplier. However, Customer may return software for full refund, within 90 days of invoice, if not fully satisfied.
Shipping dates communicated by the Supplier are based on prompt receipt of all necessary information regarding the order. The Supplier will use its reasonable business efforts, but does not guarantee, to meet scheduled dates. The Supplier reserves the right to make delivery in instalments. Delay in delivery shall not relieve the Customer of its obligations to accept remaining deliveries.
Claims for shortages, defects, or other errors must be made in writing to the Supplier within 10 days after receipt of shipment of products or delivery of services. Failure to give such notice shall constitute unqualified acceptance and a waiver of all claims by the Customer.
All payments are to be made net fifteen (15) days of date of invoice, which is issued upon shipment of products. The Customer agrees to pay, at the Supplier's discretion, a late payment charge of up to 1.5% per month (18% per year) on all amounts not paid in full within 30 days of invoice.
Payments shall be made cheque, credit card (VISA), wire transfer to the Supplier's bank account or as the Customer may be advised by the Supplier in writing from time to time.