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Terms & Conditions

Set out below are the terms and conditions applicable to the sale by Datcom Inc. (referred to hereafter as Datcom) of all products including those listed on the Datcom Web site and/or Quote Sheets.   Datcom will not accept any other terms and conditions of sale. Unless Purchaser and Datcom have executed a master contract which specifically supersedes and replaces these terms and conditions, acceptance of all purchase orders is expressly made conditional upon Purchaser's assent expressed or implied to the terms and conditions set forth herein without modification or addition.

 
Acceptance

Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs:  (a) Buyer's making of an offer to purchase Product from Datcom; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. Datcom's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by Datcom.  Datcom's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be Datcom's acceptance or approval thereof.

 
Conditions of Sale

i. Prices. The Purchaser agrees to pay Datcom the amount shown on the invoice.
ii. Taxes. Prices charged or quoted do not include GST, provincial sales tax, customs duties or any other charges or levy charged or imposed on merchandise by any federal, provincial or municipal authority (collectively "taxes").  Federal, Provincial or Municipal taxes where applicable, will be added to the prices quoted where exemption documentation is not provided by the Purchaser.

 
Delivery Terms

i. Shipping Policy-F.O.B. Shipping Point. Shipping terms are F.O.B. Datcom's warehouse. Datcom reserves the right to select the method of transportation and the routing of shipment unless otherwise specified in writing by Purchaser.

Free Shipping Policies.  Free ground delivery on all orders placed on line.  Some restrictions apply based on weight, size, and or geographic location.

-      $12 handling fee applies to orders under $500.00

-      Orders released by 2pm will be shipped on the same day

The following items shipped by Datcom are not eligible for free shipment and are subject to additional charges:

-      Items of excess weigh over     55 lbs

-      Oversized items: Volume greater than 5 cubic ft (50 cubic lbs)

-      UPS Products

-      Cabinets, relay racks, cable trough

-      Raceway, and ladder racks

-      Ship to address is outside the province of Ontario

ii. Delivery. Delivery is subject to Datcom's receipt of all necessary information and documentation from Purchaser including, all import certificates, exemption and and/or resale certificates, licenses and other documents as may be required from Purchaser for export of the products. Unless otherwise expressly agreed in writing, delivery of the product will be made F.O.B. Datcom's warehouse and Datcom reserves the right to make delivery in installment unless otherwise specified at the time of order.  iii Pickup Orders.  All orders for pickup by purchaser will be shipped at purchasers expense after 5 (five) business days; if not picked up by purchaser.  iv. Loss or Damage on Shipments. All risk of loss or damage with respect to products shall pass to Purchaser upon delivery by Datcom to the carrier or Purchaser's representative at Datcom's  office. Datcom shall not be responsible for any loss, damage or pilferage sustained in transit. Claims of such character or claims in respect to shortages or rejection should be made promptly by the Purchaser to the carrier and Datcom in writing with sufficient detail of a claimed occurrence within  24 hours after delivery. Valuation of shipment will be at carrier's standard rates unless otherwise specified by the Purchaser at additional cost.

v. Delays. Datcom shall not be liable for any shipment delays beyond the reasonable control of Datcom which affect Datcom or any of Datcom's suppliers including, but not limited to, delays caused by unavailability of or shortage of products from Datcom's suppliers, natural disasters, acts of war, acts of omission of Purchaser, fire, strike, riot or government interference, unavailability or shortage of materials, labour, fuel, or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures. vi. 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 Datcom to the Purchaser when Datcom has been paid in full and purchaser hereby grants to Datcom a security interest in the goods until payment in full. All goods shall continue to be personally notwithstanding their mode of attachment to realty to other property. If default is made in any of the payments herein Datcom may retain any partial payments which have been made, as liquidated damages and Datcom 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 Datcom's property, without prejudice to Datcom's right to recover any further expenses or damages Datcom may suffer by reason of such non-payment.
Terms of Payment

i. Terms. All prices quoted and all payments shall be in Canadian dollars unless otherwise specified.  All payments are due in accordance with the terms indicated on the Datcom's invoice. In case partial shipments are made at different times, pro-rated payments shall be made.  The Purchaser agrees that should any payments not be made when due, then interest on such overdue payments shall be paid by the Purchaser at the rate of one and one half (1.5%) percent per month, eighteen (18%) percent per annum until the price, including service charges, has been fully paid but this shall not be construed as obligating Datcom to grant any extension of time in the terms of payment.  In the event that any cheque is returned NSF or payment stopped, a service charge of $45.00 will be applied to Purchasers account.  If legal action or any proceeding or demand is brought or made by Datcom for recovery or possession of Datcom Products or for the collection of any purchase price or other sums payable to Datcom all expenses, incurred therein, including all solicitor's fees in respect thereof on a solicitor and client basis.  ii. Credit.  Datcom reserves the right to reject any orders placed by the Purchaser and refuse to ship any accepted orders on hand or request payment any time the Purchaser's credit standing becomes impaired of unsatisfactory to Datcom.
Special Conditions

i.                   Order Cancellation. An order may be terminated by the Purchaser only upon reimbursement to Datcom of expenses already incurred and commitments made by Datcom with respect to the order. ii.  Shortages. Datcom reserves the right to reject orders placed by the Purchaser or to refuse to ship orders accepted in circumstances of actual or anticipated shortages of any product.  iii. Custom manufactured products. Sale of custom manufactured products are final  and once ordered by Purchaser there will be no returns granted or credit issued by Datcom for such products.iiii. Tools and Testers: Sale of Tools and Test Equipments products are final  and once received by purchaser there will be no returns granted or credit issued by Datcom for such products.

ii.                   Copper Cable. Stock products: 1000'ers, +10/-1% tolerance on shipped lengths.Made-to-Order: 1000'ers (or lengths specified             by the           customer at time of order), +10/-1% tolerance on shipped lengths.  

iii.        Fiber Optic Cable. Stock products: -0/+3% tolerance on shipped lengths. Made-to-Order: < 3,280' -0/+10% tolerance; > 3,280' -0/+5% tolerance (unless otherwise specified).
 

 
General Provisions

i. Limitation of Liability. Notwithstanding any other provision herein or any applicable statutory provisions, Datcom shall not be liable to the purchaser or to any end user for special or consequential damages or damages for loss of use arising directly or indirectly from any breach of contract, fundamental of otherwise including, without limitation, loss of computer time, loss of profit, loss of revenues. Failure to realize expected savings or other commercial or economic losses of any kind and in no event shall the liability of Datcom exceed the unit price of the defective product or of the product subject to late delivery.  ii. Warranty. The products sold by Datcom that are not manufactured by Datcom.Datcom will extend to the Purchaser the same warranty protection it receives from the manufacturer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS EXPRESS IMPLIED OR STATUTORY AND DATCOM EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILTIY OR FITNESS FOR A PARTICULAR PURPOSE, THIS WARRANTY EXCLUDES CERTIFICATION OR THE LIKE FOR EQUIPMENT PERFORMANCE, USE OF DESIGN WITH RESPECT TO ANY EQUIPMENT PERFORMANCE, USE OF DESIGN WITH RESPECT TO ANY STANDARD, OR  REGULATION.DATCOM SPECIFICALLY DOES NOT WARRANT THAT THE PRODUCTS SOLD BY DATCOM  WILL MEET ALL OF THE PURCHASER'S AND/OR END USER'S REQUIREMENTS OR WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY THE PURCHASER AND/OR THE END USER OF THAT THE USE OF THE PRODUCTS SOLD BY DATCOM WILL BE ERROR FREE OR FREE FROM DEFECTS.   iii. Force Majeure. Datcom shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to acts of God, acts of the Purchaser, fire, strikes, lockouts or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay the delivery shall be extended for a period of time equal to the time lost by reason of the delay.   iv. Severability. Invalidity of any provision of this agreement shall not affect the validity of any other provision hereof and any such invalid provision shall be severed here from.   v. Non-waiver. No failure by Datcom to exercise any right accruing to it under any contract of sales entered into with the Purchaser shall operate as a waiver thereof nor preclude the exercise of any other right or privilege by Datcom.  vi. Entire Agreement. There are no other terms of conditions applicable to the purchase and sale of Datcom products other than those contained in the Terms and Conditions Policy.  vii. Governing Law. All contracts for the sale of Datcom products shall be governed and construed according to the laws of the Province of Ontario and the parties irrevocably attorney to the jurisdiction of the courts of Ontario.  viii. Notice. Any notice required or contemplated hereunder shall be in writing and shall be delivered personally or sent by facsimile or by prepaid mail. Any notice sent by facsimile shall be deemed to have been received; when transmitted and any notice sent by mail shall be deemed to have been received on the third business day following mailing.
Returns

Datcom will accept returned merchandise only when approved in advance and when bearing a Returned Merchandise Authorization (RMA) number. The RMA number is obtained from Datcom via facsimile of approval of the return. Such returns must be shipped transportation prepaid. Returned merchandise must be currently listed in original, sealed, factory cartons unless otherwise agreed to prior to return by Datcom. Credit will be issued at the purchased price at Datcom's option and may be subject to a restocking and/or service charge. Return of Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, must receive written approval before return is made. Datcom reserves the right to modify or eliminate such policies at any time. Although Datcom's policies may permit Purchaser to return Products claimed to be defective under certain circumstances, Datcom makes no representations or warranties of any kind with respect to the Products. DATCOM HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  DATCOM WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. THE RIGHT TO RETURN DEFECTIVE PRODUCTS, AS PREVIOUSLY DESCRIBED, SHALL CONSTITUTE DATCOM'S SOLE LIABILITY AND  PURCHASER'S EXCLUSIVE REMEDY IN CONNECTION WITH ANY CLAIM OF ANY KIND RELATING TO THE QUALITY, CONDITION OR PERFORMANCE OF ANY PRODUCT, WHETHER SUCH CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. In the event DATCOM issues a return authorization to Purchaser allowing Purchaser to return Product to DATCOM, Purchaser will deliver the Product to DATCOM'S address in Canada, if so required by DATCOM, and Purchaser shall bear all applicable federal, provincial, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied on any replacement Product to be shipped by DATCOM to Buyer.
LIMITATION OF LIABILITY

DATCOM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR FOR ANY REASON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO PURCHASER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY PURCHASER TO THIRD PARTIES, EVEN IF DATCOM HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
General

These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by  DATCOM to  Purchaser and shall supersede all prior offers, negotiations, understanding and agreements. Unless  Purchaser and  DATCOM have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of DATCOM in Canada. Any waiver by DATCOM of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the Province of Ontario shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the Province of Ontario. The venue for any disputes arising out of any sales agreement shall be, at DATCOM's sole and exclusive option, Toronto, Ontario, or the courts with proper jurisdiction at Purchaser's location. For Buyers situated in Alberta, to the extent permitted by law, Buyer hereby waives its rights, benefits or protection given to Buyer in the Judicature Act and the Seizures Act (Alberta). For Buyers situated in Saskatchewan, Buyer agrees that the Limitation of Civil Rights Act shall have no application to these terms and conditions of sale. These terms and conditions of sale shall ensure to the benefit of and shall be binding upon Datcom, the Purchaser and their respective successors and assigns.  DATCOM shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to acts of God, acts of the Buyer, fire, strikes, lock outs or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay, the delivery shall be extended for a period equal to the time lost by reason of the delay. Any notice required or contemplated hereunder shall be in writing and shall be delivered personally or sent by facsimile or other form of telecommunication or by prepaid registered mail. Any notice by personal delivery or facsimile or other form of telecommunication shall be deemed to have been received when delivered or transmitted receipt is confirmed, and any notice sent by registered mail shall be deemed to have been received on the third business day following mailing. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

I HEREBY AGREE TO THE ABOVE MENTIONED TERMS AND CONDITIONS: