INTERVIEW ROOM SYSTEMS TERMS & CONDITIONS
1. This proposal will become a contract upon receipt by IRSystems of the Buyers acceptance. Acceptance must be in writing ( email ) and received by IRSystems within (7) days of the proposal date unless otherwise stated. Shipment by IRSystems and acceptance by the Buyer of any or all of the products covered by this proposal shall constitute acceptance of this proposal. Prior to acceptance by Buyer, IRSystems may withdraw or modify this proposal.. The agreement between IRSystems and the Buyer with respect to the products and/or services described in this proposal shall consist of the terms contained herein together with any additions or revisions of such terms mutually agreed to in writing by IRSystems and the Buyer. IRSystems objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in any purchase order or other communication from the Buyer to IRSystems unless specifically agreed to by IRSystems in writing. Prior courses of dealing, and verbal agreements not reduced to a writing signed by IRSystems, to the extent they modify, add to or detract from the contract, shall not be binding on IRSystems. Failure by IRSystems to exercise any right or remedy under the contract will not be deemed a waiver of such right or remedy unless in a writing signed by IRSystems, nor shall any waiver be implied from the acceptance of any payment. No waiver by IRSystems of any right shall extend to or affect any other right, nor shall a waiver by IRSystems of any breach extend to any subsequent similar or dissimilar breach. The contract shall be for the benefit of IRSystems and the Buyer and not for the benefit of any other person. The Buyer may not assign this contract without the express written approval of IRSystems. Any provision of this contract that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of the contract will remain in full force and effect.
2. This contract may not be modified or rescinded except by a writing signed by IRSystems and the Buyer. If all or part of the contract is terminated by such modification or rescission, the Buyer, in the absence of a contrary written agreement between IRSystems and the Buyer, shall pay termination charges based upon cost determined by accepted accounting principles, plus a reasonable profit on the entire order. Costs shall include any amount IRSystems must pay to its suppliers due to any termination by IRSystems of a purchase order for products or services intended for the Buyer.
3. The Buyer shall pay the purchase price for the products within thirty (30) days from the date of the invoice, and for services within thirty (30) days from the date the services are rendered. The purchase price for the products includes shipping to the Buyer's location unless otherwise stipulated in writing. Absent an agreement in writing between IRSystems and the Buyer all products will be either pre paid by cheque or bank to bank wire transfer. Purchase orders are acceptable if agreed to in advance and in writing. In the event that the Buyer fails to pay the total purchase price within said thirty (30) day period, the maximum allowable service charge allowed by applicable laws shall be applied to all past due amounts owing commencing from the due date of the invoice until paid. IRSystems shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable attorney's fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect to this contract.
4. Any tax or other governmental charge upon the provision of services, or the production, sale, shipment, transfer, consumption, or use of the products which IRSystems is required to pay or collect from the Buyer shall be paid by the Buyer to IRSystems, unless the Buyer furnishes IRSystems with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice.
5. Shipping date or other applicable performance date is estimated on the basis of immediate receipt by IRSystems of the Buyer's order and all applicable information, and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond IRSystems reasonable control. IRSystems will in good faith endeavor to ship products or perform services by the estimated date. IRSystems shall have the right to make partial shipments. If no packaging, loading or bracing requirements are stated, IRSystems will comply with minimum specifications for the method or transportation specified. If no method of transportation is specified, shipment will be by a reasonable method. IRSystems must rely on the manufacturers to adequately package their product for shipment. IRSystems shall not accept responsibility for damage due to inadequately packaged products.
6. IRSystems passes on and assigns to the Buyer the warranties made to IRSystems by its suppliers, which at a minimum, include a warranty that the products at the time of shipment to the Buyer will be free from defects in materials and workmanship, and will be materially in accordance with specifications provided by the manufacturer. IRSystems warranty in its entirety shall be deemed limited to and shall not extend beyond such manufacturers' warranties. The length of the warranty period will be the length established by the manufacturer of the product and if no length is specified by the manufacturer, shall in no event extend beyond one (1) year from the date of shipment. The Buyer shall proceed exclusively and directly against such supplier at IRSystems request. This warranty does not cover wear and tear and shall be ineffective and shall not apply to products that have been subjected to misuse or abuse, neglect, accident, damage, improper installation, or maintenance. The Buyer will inspect the products upon delivery and will promptly notify IRSystems in writing of any defect in the products. IRSystems sole obligation under these warranties will be limited to either, at IRSystems option and expense, repairing or furnishing a replacement for the products or parts thereof which IRSystems reasonably determines do not conform with these warranties, and the Buyer's exclusive remedy for breach of any such warranties will be enforcement of such obligation of IRSystems. All transportation costs and in-transit risk of loss and damage to products or parts thereof returned for warranty repair, and to such repaired or replacement products or parts thereof returned to the Buyer, will be borne by the Buyer. No agent, employee or representative of IRSystems has the authority to bind IRSystems to any representation, affirmation or warranty concerning the products and any such representation, affirmation or warranty shall not be deemed to have become part of the basis of this contract and shall be unenforceable. IRSystems will perform the services in accordance with IRSystems customary procedures. IRSystems makes no warranty that software will operate uninterrupted or error free. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND THE BUYER WAIVES ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW (STATUATORY OR OTHERWISE) AND WHETHER OR NOT OCCASIONED BY IRSYSTEMS NEGLIGENCE.
7. IN NO EVENT SHALL IRSYSTEMS OR ITS SUPPLIERS BE LIABLE FOR SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCLUDING SUCH DAMAGES OCCASIONED BY IRSYSTEMS NEGLIGENCE, nor shall IRSystems liability on any claims for damages arising out of or connected with the contract or the manufacture, sale, delivery or use of the products exceed the purchase price of the products and/or services giving rise to the claim. IRSystems shall not be liable for any failure to perform its obligations under the contract resulting directly or indirectly from or contributed to acts of God, acts of the Buyer, civil or military authority, fires, strikes or other labour disputes, accidents, floods, war, riot, inability to secure material or transportation facilities, acts or omissions of carriers, or any other circumstances beyond IRSystems reasonable control. IRSystems shall have no liability under this contract than otherwise expressly provided in this contract.
8. IRSystems will hold the Buyer harmless against any rightful claim of any third person by way of infringement of any Canadian/United States Letters Patent by products which are of IRSystems own manufacture, but if the Buyer furnishes specifications to IRSystems, the Buyer will hold IRSystems harmless against any such claim which arises out of compliance with the specifications; provided that the party seeking to be held harmless notifies the other party and gives it the right to defend. IRSystems makes no warranty that the products will be delivered free of the rightful claim of any third party by way of infringement of any intellectual property rights or the like. IRSystems obligation under this paragraph shall not apply to any infringement consisting of the use of products as part of goods manufactured by the Buyer or others.
9. The Buyer understands that products supplied by IRSystems may be subject to the jurisdiction of U.S./Canadian export controls and trade sanctions, and the Buyer represents and warrants that it will not violate U.S./Canadian export-related laws with respect to products supplied by IRSystems.
10. The Buyer will not disclose or make available to any third party IRSystems data or other proprietary information without IRSystems prior written authorization.
11. Any action for breach of the contract or any covenant or warranty must be commenced within one (1) year after the cause of action accrues.
