1. Terms of Sale
Without limiting the foregoing, the purchase and sale of Products hereunder is expressly conditioned upon the Customer’s agreement to the terms and conditions contained herein.
2. Payment
Standard terms of payment are Net 30 days from the invoice date. Purchaser may not set off any amounts owing to Wirex. Amounts due to Wirex are payable by a cheque, wired transfer, cash or in advance with the use of a credit card.
Credit approval and credit limits shall be established by Wirex accounting department. Wirex reserves the right to establish and/or change credit and payment terms extended to Customer when Wirex deems that such action is warranted.
3. Approval of order
The order will only be binding from the moment that the order acknowledgment has been approved by Wirex.
4. Prices
Price quotations, unless otherwise stated, shall automatically expire thirty (30) calendar days from the date issued and may be cancelled or amended within that period upon notice to Customer. Unless otherwise agreed to in writing by Wirex, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, but not limited to, federal, state, provincial and local sales, excise, value added, goods and services taxes and any other taxes. When applicable, transportation and taxes shall appear as separate items on Wirex’s invoice.
5. Shipment and Delivery
Deliveries of Products and risk of loss pass to Customer EXW Wirex’s facility per INCOTERMS 2010. All shipping dates are best efforts and not guaranteed.
6. Inspection and Acceptance
Unless otherwise agreed in writing by Wirex, Customer shall inspect Products upon receipt at the first delivery destination. Customer’s failure to inspect Products and give written notice to Wirex of any alleged defects or non-conformity within twenty (20) days after receipt at first delivery destination shall constitute Customer’s irrevocable acceptance of Products delivered. No returns may be made without a Return Material Authorization (RMA) form issued by Wirex.
7. Intellectual Property
Wirex shall retain all right, title and interest in and to the intellectual property (including without limitation all specifications) developed and/or owned by Wirex prior to the purchase of Product(s).
8. Cancellation
If Customer cancels the Order after acceptance by Wirex, Customer agrees that it will reimburse Wirex for all direct and indirect costs incurred in the performance of the Order.
9. Limited Warranty
Wirex warrants that new and unused Products provided by Wirex are free from defect in workmanship and material as of the time and place Wirex makes delivery. Such Products are subject to a 1 year warranty, from the date of original shipment. For Products that provided by Wirex as Repairs, they are subject to a 90 day warranty from date of shipment. Remedies for warrantable items shall be (i) repair; (ii) replacement; or (iii) return of the purchase price (less reasonable depreciation); selection among these remedies shall in each case be at Wirex’s sole discretion. Any such claim for warranty to Wirex must be made promptly in writing within the respective warranty period.
In no event shall this warranty apply to any Products which have been subject to misuse, misapplication, negligence, accident, modification, or tampering.
10. Force Majeure
Wirex shall be excused from any performance pursuant to the terms hereof or any Customer’s order for reasons beyond Wirex’s control which render Wirex’s performance impossible or impracticable.
11. Language
The parties acknowledge having expressly required that this document and all present or future notices, requests, agreements and any other writings in relation thereto be drawn in English.
12. Governing Law
This contract shall be governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable therein.