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Terms & Conditions

The following terms and conditions govern the sale of goods to the Customer by dTel Network Solutions Inc. (“dTel”). Please contact dTel (613-591-1800) if you have questions regarding the terms and conditions contained herein.

Quotations

All quotations issued by dTel are the exclusive property of dTel All goods quoted may be sold to another party or otherwise unavailable at any time. There is no guarantee, expressed or implied, of the availability, at any time, of quoted products regardless of quote expiration date.

Acceptance of Orders

All orders issued by the Customer to dTel shall not operate to create a binding contract with dTel until accepted by dTel as evidenced in writing. dTel acceptance of Customer's orders is based on the terms and conditions contained herein. Neither an acceptance of Customer's order nor shipment of goods ordered shall constitute dTel’s acceptance or confirmation of terms set forth in Customer's purchase order which conflict with, differ from or purport to amend these Terms and Conditions unless specifically stated in dTel’s written acceptance of such purchase order. All quotations, orders, acknowledgments, and invoices shall be subject to the Terms and Conditions contained herein.

Installation of Product

Customer assumes total responsibility for the proper selection, configuration, installation, operation, and maintenance of goods purchased.

Deliveries

dTel plans to ship in a timely manner to meet Customer's requested delivery date. If Customer is not prepared to accept shipment on that date, Customer must notify dTel at least ten (10) days before the scheduled shipping date to reschedule the shipment. Otherwise, special handling charges will be assessed. All shipments are subject to and contingent upon timely receipt of order and established credit lines. dTel will not be liable for any failure or delay in performance of its obligations under these Terms and Conditions caused by acts of nature, fire, explosion, power failure, riot, labor unrest (including, without limitation, strikes, slowdowns, picketing, or boycotts), acts of government, unavailability of goods from suppliers, delay or default of common carrier, or any other circumstance beyond the reasonable control of dTel.

Shipping and Risk of Loss

All deliveries of goods shall be EX Works the premises where goods are located as indicated on the applicable purchase order, or at such other location as specified by dTel. Customer is responsible to load and ship the goods and bears all risks of loading and shipping the goods. dTel shall be deemed to have completed good delivery to Customer when the goods are made available for shipping.

Export Shipments

Unless otherwise specified in writing, all goods shipped abroad will be shipped on an Ex Works point-of-origin basis. The export of goods to foreign countries may be subject to restrictions and approvals of the Canadian Government and/or dTel suppliers. The import of goods into foreign countries may also be subject to restrictions and approvals by those countries. Customer will, in its own name, apply for any required export license and hereby assumes full responsibility for the exportation or importation of the goods and for compliance with all Canadian and foreign laws applicable to the exportation or importation of the goods. dTel assumes no liability whatsoever in connection with the exportation or importation of the goods.

Seller's Right to Stop Delivery

For Customer's insolvency or default, dTel shall have the right to withhold shipments or stop delivery of goods in the possession of a carrier or other bailee

Order Cancellation

Customer may cancel or reschedule an order on written notice to dTel prior to shipment, unless (i) the order is for goods containing Customer's trademark, trade name, insignia, symbols, decorative designs, or other evidence of Customer's ownership (hereinafter referred to as "Insignia Product"), or (ii) the order is for goods not stocked by dTel and the manufacturer or vendor of such goods does not allow dTel to cancel the order. If the order is for goods that are not normally stocked by dTel Customer shall pay all charges, costs, fees, and other amounts charged by the manufacturer or vendor as a result of the cancellation or rescheduling. In the absence of such charges, dTel may invoice Customer for an amount equal to ten percent (10%) of the order price for the cancellation or rescheduling. This charge is not imposed as a penalty, but in recognition of the difficulty computing actual damages, costs, or other charges caused by such cancellation or rescheduling.

If the order is for goods normally stocked by dTel and if written notice of the cancellation or rescheduling is received by dTel fifteen (15) days or more prior to the scheduled shipping date (SSD), there is no cancellation charge. If written notice is received by dTel within fifteen (15) days of the SSD, Customer may be charged ten percent (10%) of the order price for the cancellation or rescheduling. This charge is not imposed as a penalty but as a result of the difficulty computing actual damages, costs, or other charges caused by such cancellation or rescheduling. In no event may an order be rescheduled more than once or for more than thirty (30) days beyond the SSD unless mutually agreed on by the parties in writing.

Terms of Payment

Payment shall be due in advance of delivery of goods ordered unless prior credit arrangements have been made with dTel. dTel makes no offer of credit hereby and will only consider credit arrangements where appropriate.

Prices

Prices published by dTel are subject to change without notice and do not constitute quotations or offers to sell. Quotations expire thirty (30) days after the date of the quote unless otherwise specified in writing by dTel.

Taxes

Customer shall be responsible for all taxes, including tariffs or duties, with respect to transactions hereunder, except taxes levied on dTel net income.

WARRANTY AND DISCLAIMER OF WARRANTY

dTel MAKES NO WARRANTIES WITH RESPECT TO ANY GOODS SOLD TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

All products sold by dTel are sold "where-is, as-is" basis. dTel will use its best efforts (but be under no obligation) to provide to Customer the benefit of such warranties as may be made available from dTel suppliers. If goods are defective, on request, dTel will assist Customer in notifying the supplier.

Limitation of Liability

Under no circumstance shall dTel be responsible or liable for incidental, indirect, special, economic loss or consequential damages, including any damages arising from delay, loss of data, lost profits, or loss of goodwill, notwithstanding their foresee-ability or disclosure thereof by Customer. In addition, Customer provides complete indemnification to dTel for all liability, which may or may not occur as a result of, but not be limited by; financing, procurement, storage, shipping, delivery of products and services, and cancellation of orders by Customer. dTel’s maximum liability to Customer arising out of or relating to dTel performance or nonperformance of its obligations, regardless of the form of action, shall be limited to the recovery of direct and actual damages and shall not exceed the amount invoiced for the goods that are the subject matter of, or directly related to, the cause of action.

Intellectual Property Rights

Customer's intellectual property rights in any goods, including any hardware, software, or firmware, are derived from and shall be subject to the intellectual property rights of dTel its suppliers, or other third parties, including the terms of any licenses restricting use, duplication, or resale. Goods may be subject to special licensing requirements, which will be provided to Customer.

Choice of Law

This Agreement shall be interpreted in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein and shall be treated in all respects as a commercial contract subject to the exclusive jurisdiction of the British Columbia courts.

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