DAZZL Inc. Terms & Conditions
SALES TERMS AND CONDITIONS
Set out below are the terms and conditions applicable to the sale of products and services by Dazzl Inc. to the Customer (Purchaser) unless the Customer (Purchaser) and Dazzl Inc. have executed a master agreement or contract. Master agreements or contracts will supersede and replace these terms and conditions.
Customer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs:
(a) Customer's request or submission of an order to purchase Product or Service from Dazzl Inc.; (b) Customer’s oral or written acknowledgment hereof with or without the use of an assigned PO #; (c) Customer’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 Customer.
2. CONDITIONS OF SALE
Prices: (a) The Customer agrees to pay Dazzl Inc. the amount shown on the invoice including any shipping or handling charges. (b) Prices for backordered Products are not guaranteed.
Taxes: Prices charged or quoted are subject to applicable taxes. GST/HST, 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.
Recycling Fees: All applicable recycling fees including electronic waste recycling fees to be remitted under any provincial electronic waste recycling program shall be included on invoices and must be included in the payment to be made by the Customer. Charges for such fees, if applicable will either be listed on the Customer invoice or in a separate invoice from Dazzl Inc.
3. SHIPMENT & DELIVERY
Shipping Policy: Dazzl Inc. reserves the right to select the method of transportation and the routing of all shipments. A Purchase requiring shipment by a method or routing other than that selected by Dazzl Inc. will be billed the increase in transportation costs. Additional charges may apply for unusually heavy or large items and may be invoiced separately. Shipments for non-physical goods such as software licenses (without media kits), and warranties will not be subject to the freight charge.
Delivery: Dazzl Inc. reserves the right to delivery hardware as it becomes available unless otherwise specified at the time of order to “ship complete”
Loss or Damage on Shipments: All risk of loss or damage with respect to products shall transfer to Customer upon the tendering of the Product for delivery to the carrier. Dazzl Inc. and their suppliers 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 Customer to the carrier and Dazzl Inc. by email or in writing. Customer shall examine all Products upon receipt and shall notify Dazzl Inc., as specified herein, of all discrepancies or if rejection is intended. Such notice shall be reasonably detailed and shall specify the discrepancy or reason for rejection. Failure to give such notice in accordance with these terms and conditions shall be deemed an acceptance of the Products as of the date of shipment.
Delays: Dazzl Inc. shall not be liable for any shipment delays beyond the reasonable control of Dazzl Inc. including, but not limited to, delays caused by unavailability of or shortage of products, natural disasters, acts of war, acts of omission of Customer, 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.
Title: Delivery of goods to a carrier shall constitute delivery to the Customer and, regardless of freight payment and method, all risk of loss or damage in transit shall pass to the Customer at that time. Title to goods shall pass from Dazzl Inc. to the Customer when Dazzl Inc. has been paid in full. If default is made in any of the payments herein Dazzl Inc. may retain any partial payments which have been made, as liquidated damages and Dazzl Inc. 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 Dazzl Inc.'s property, without prejudice to Dazzl Inc.'s right to recover any further expenses or damages Dazzl Inc. may suffer by reason of such non-payment.
4. CREDIT & PAYMENT TERMS
Credit: Customer shall furnish to Dazzl Inc. all financial information reasonably requested by Dazzl Inc. from time to time for the purpose of establishing or continuing Customer’s credit limit. Dazzl Inc. reserves the right to reject any orders placed by the Customer and refuse to ship any accepted orders on hand or request payment any time the Customer's credit standing becomes impaired of unsatisfactory to Dazzl Inc. Customer agrees that Dazzl Inc. shall have the right to decline or extend credit to Customer and to require that the applicable purchase price be paid prior to shipment. Dazzl Inc. shall have the right from time to time, without notice, to change or revoke Customer’s credit limit on the basis of changes in Dazzl Inc.’s credit policies or Customers financial condition and/or payment record.
Terms of Payment: All prices quoted or invoiced and all payments shall be in Canadian dollars unless otherwise specified. All payments are due in accordance with the terms indicated on Dazzl Inc.’s invoice. The Customer agrees that should any payments not be made when due, then interest on such overdue payments shall be paid by the Customer 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 Dazzl Inc. 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 $50.00 will be applied to the account. Suspension of services may result if domain & hosting fees are not paid by due date. All Hosting, Email, AVG & Mail-Scan Fees are non-refundable.
Order Cancellation: An order may be terminated by the Customer only upon reimbursement to Dazzl Inc. of expenses already incurred and commitments made by Dazzl Inc. with respect to the order.
Product warranties, if any, are provided by the manufacturer or publisher of the Products. Customer acknowledges that Dazzl Inc. will have no responsibility for product warranties. Dazzl Inc.’s sole obligation (and Customer’s sole remedy) in the event of breach of any warranty shall be to assist the Customer in its efforts to have the manufacturer repair or replace defective Product(s). All systems and parts are covered by manufacturer's warranty. Defective items in warranty life that need to be serviced will be repaired or replaced at manufacturer's discretion.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT AND FOR ALL OTHER OBLIGATIONS OR LIABILITIES ON DAZZL INC.’S PART.
DAZZL INC. NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR DAZZL INC. ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF PRODUCTS TO BUYER. THIS WARRANTY SHALL NOT APPLY TO ANY UNITS OF PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED OTHER THAN BY DAZZL INC. OR WHICH SHALL HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE, OR ACCIDENT. DAZZL INC. SHALL NOT BE LIABLE FOR PERSONAL INJURY RESULTING DIRECTLY OR INDIRECTLY FROM THE DESIGN, MATERIAL, OPERATION OR INSTALLATION OF ANY UNITS OF PRODUCTS.
6. PRODUCT RETURNS
A. Requirements - Dazzl Inc. (or Dazzl Inc.’s Supplier) may accept returned merchandise within 30 days of purchase date, only when approved in advance and when bearing a Returned Merchandise Authorization (RMA) number. The RMA number is obtained from Dazzl Inc. (or Dazzl Inc.’s Supplier) at the time of approval of the return. RMAs are valid for twenty (20) calendar days from the date of issuance unless there are more restrictive manufacturer or publisher policies. Customer must allow for in-transit time for Products to be returned as returned Product must be received within the twenty (20) calendars days. 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 Dazzl Inc. (or Dazzl Inc.’s Supplier). Credit will be issued at current replacement price or purchased price at Dazzl Inc.'s option. Return of non-defective product will be subject to a 25% restocking fee.
RMAs will be issued for authorized returns under one of the following categories: (i) defective Products, (ii) stock balancing, (iii) billing or shipping discrepancies, or (iv) damaged Product. Customer is responsible for ensuring that (i) the RMA number is clearly visible on the address label of the Product packaging when it is returned to Dazzl Inc. (or Dazzl Inc.’s Supplier); and (ii) NO WRITING SHALL BE DIRECTLY ON A MANUFACTURER’S BOX. Dazzl Inc. (or Dazzl Inc.’s Supplier) will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. The term “Overgoods” as used herein shall mean unauthorized returns. Any Products received by Dazzl Inc. (or Dazzl Inc.’s Supplier) (i) without a valid RMA number, (ii) after being refused by Customer, excluding those damaged in transit from Dazzl Inc. (or Dazzl Inc.’s Supplier) to Customer, (iii) after three (3) or more delivery attempts to the Customer, (iv) later than twenty (20) calendar days from the RMA date, (v) in a condition unsuitable for resale (excluding defective Products), or (vi) Products found not defective subsequent to Dazzl Inc. (or Dazzl Inc.’s Supplier) testing will be considered Overgoods. Dazzl Inc. (or Dazzl Inc.’s Supplier) reserves the right to return Overgoods to Customer, and/or to charge Customer a $50.00 processing fee per shipment plus related freight charges. If Customer refuses the shipment of Overgoods from Dazzl Inc. (or Dazzl Inc.’s Supplier) or sends back the Overgoods to Dazzl Inc. (or Dazzl Inc.’s Supplier) a second time without Dazzl Inc. (or Dazzl Inc.’s Supplier) prior authorization, Customer agrees to relinquish all rights and title to and waives all claims against Dazzl Inc. (or Dazzl Inc.’s Supplier) for credit related to such Products. Notwithstanding anything to the contrary, Dazzl Inc. (or Dazzl Inc.’s Supplier) reserves the right not to authorize the return of Special Order Products or Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, (iii) is no longer an active Dazzl Inc. (or Dazzl Inc.’s Supplier) vendor, or (iv) will not accept returns from Dazzl Inc. (or Dazzl Inc.’s Supplier).
B. Defective Product Returns - Defective returns are only for Products purchased from Dazzl Inc. (or Dazzl Inc.’s Supplier) that are inoperable or do not function in accordance with the specifications published by the manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. All defective returns are subject to more restrictive manufacturer or publisher policies which will supersede the Dazzl Inc. (or Dazzl Inc.’s Supplier) return policies stated here. Customer may request an RMA for the return of defective Products, excluding Special Order Products, within thirty (30) calendar days of invoice date. Customer’s defective returns will be limited to a maximum of fifteen percent (15%) of the value of Customer’s Product purchases during the ninety (90) calendar days prior to the RMA date, less any prior defective returns during that same period. Upon receipt of the defective Product for which the RMA was issued, Dazzl Inc. (or Dazzl Inc.’s Supplier) may test the Products and may return to Customer, at Customer’s expense, any Products found not to be defective. Up on verification that the returned Product is defective, Dazzl Inc. (or Dazzl Inc.’s Supplier) may, at Dazzl Inc. (or Dazzl Inc.’s Supplier)’s sole discretion, either (i) ship Customer a replacement Product, or (ii) provide Customer a credit equal to the lesser of the Product’s invoice price or current replacement value, less any applicable charges or fees. Dazzl Inc. (or Dazzl Inc.’s Supplier) reserves the right to require Customer to return defective Products directly to the manufacturer or publisher for replacement according to its defective Products return policy. Dazzl Inc. (or Dazzl Inc.’s Supplier)shall not be obligated to repair, replace, or issue credit to Customer for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, over voltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Customer shall bear all risks of loss when returning defective Products.
C. Damaged Product Returns - Damaged Product returns are only for Products purchased from Dazzl Inc. (or Dazzl Inc.’s Supplier) and shipped via Dazzl Inc. (or Dazzl Inc.’s Supplier) carrier of choice and that are damaged in transit from Dazzl Inc. (or Dazzl Inc.’s Supplier) to the Customer. If damaged Product is not refused by Customer, Customer shall document damage in writing on the carrier waybill or bill of lading and notify Dazzl Inc. (or Dazzl Inc.’s Supplier) and request an RMA within two (2) business days of receipt of such Product. Failure to notify Dazzl Inc. (or Dazzl Inc.’s Supplier) and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.
7. PATENT AND TRADEMARK INDEMNITY
EXCEPT TO THE EXTENT THAT THE MANUFACTURER PROVIDES FOR PASSTHROUGH BY DAZZL INC. TO PURCHASER OF MANUFACTURERS’ PATENT, COPYRIGHT AND TRADEMARK INDEMNITY PROVISIONS, DAZZL INC. SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS SOLELY TO THE EXTENT THAT PURCHASER REQUIRES DAZZL INC. TO CONFIGURE PRODUCTS AND IN ASSOCIATION WITH SUCH CONFIGURATION SERVICES PROVIDES DAZZL INC. OR DIRECTS DAZZL INC. TO USE PURCHASER’S PROPRIETARY PRODUCTS OR THE PRODUCTS OF THIRD PARTIES, PURCHASER SHALL INDEMNIFY AND HOLD DAZZL INC. HARMLESS FROM ANY AND ALL CLAIMS OF PATENT, COPYRIGHT AND TRADEMARK, OR OTHER IP INFRINGEMENT ARISING FROM THE USE OF SUCH PRODUCTS ASSOCIATED WITH SUCH CONFIGURATION SERVICES. DAZZL INC. WILL BEAR NO LIABILITY TO PURCHASER OR ANY THIRD PARTY RELATED TO ANY CLAIM BASED UPON THE COMPLIANCE BY DAZZL INC. OR DAZZL INC.’S SUPPLIER WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY PURCHASER AND PURCHASER WILL INDEMNIFY AND DEFEND DAZZL INC.AND ITS SUPPLIERS AGAINST ANY SUCH CLAIM.
8. LIMITATION OF LIABILITY
PURCHASER AGREES THAT THE LIABILITY OF DAZZL INC. FOR DIRECT DAMAGES ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TO DAZZL INC. BY PURCHASER FOR THAT PRODUCT WHICH IS THE SUBJECT OF THE CLAIM. IN NO EVENT WILL DAZZL INC. BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOST PROFIT WHETHER DIRECT OR INDIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES , INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH DAZZL INC.’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR INFORMATION DAZZL INC. MAY PROVIDE, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF THOSE DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR THOSE DAMAGES
9. COMPLIANCE WITH U.S. EXPORT LAWS
Products sold to Purchaser are intended for use and resale in Canada only. Purchaser acknowledges and shall advise its customer that the Products are controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from Canada or re-export. Purchaser agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of Canada or the United States. Purchaser warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval from the United States Department of Commerce. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the United States Department of Commerce, the Canadian Restricted Entities List published by the Department of Foreign Affairs and International Trade or any other International agency that maintains such a list.
10. FORCE MAJEURE
Dazzl Inc. shall not be liable to Customer for any failure or delay caused by events beyond Dazzl Inc.'s control, including, without limitation, Customer's failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.
All notices required or permitted hereunder shall be in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registered or certified mail, postage prepaid.