All sales made by ALM Technology Solutions Ltd. an Ontario corporation ("ALM") to its customers ("Purchaser") are subject to these terms and conditions. Purchaser's acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order number to ALM or (ii) Purchaser's acceptance of any Product from ALM, whichever occurs first. These terms and conditions shall apply to sales of all products and services by ALM ("Product"). The term "Special Order Product" as used herein shall mean products that have been configured to Purchaser's specifications.
Prior to placing an order, Purchaser must be an active ALM client and Purchaser's account must be current and in good standing. Purchaser must provide ALM with complete Product order information as required by ALM. The Product order information will include, without limitation, the (i) Product description, (ii) unit quantity, (iii) vendor part number or SKU, (iv) current unit price as provided by ALM, and (v) correct shipping address.
ALM reserves the right to charge Purchaser for any and all costs directly attributable to Purchaser providing erroneous or incomplete order information and Purchaser agrees to pay all such costs as invoiced by ALM.
Orders for direct shipment to customers require a 75% deposit before order is placed. Additional fees may apply.
All prices are subject to change without notice and will be established at time of order acceptance by ALM. Order acceptance and sale by ALM occurs at time of shipment. Prices for backordered Products are not guaranteed. Additional fees may apply in accordance with ALM's policies in effect on the date of shipment.
Shipment will be made FCA origin (Incoterms 2010) to a location within Canada only, unless otherwise agreed to by both ALM and Purchaser. For Products owned by ALM, title and risk of loss will transfer to Purchaser upon ALM tendering the Product for delivery to the carrier. ALM will ship Products using ALM's carrier of choice.
Purchaser agrees that ALM shall have the right to require that the applicable purchase price be paid prior to shipment. ALM will invoice Purchaser upon Product shipment and all invoices will be due and payable according to Purchaser's current payment terms at the time of invoice.
A service charge of the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum amount allowed by law will be charged on all past due invoice amounts commencing on the date payment is due.
Purchaser shall bear all applicable federal, provincial, municipal, and other government taxes (such as sales, use, etc.). Unless otherwise specified, prices do not include such taxes.
Purchaser shall bear all applicable recycling fees including all electronic waste recycling fees to be remitted by ALM under any provincial electronic waste recycling program.
Product warranties, if any, are provided by the manufacturer or publisher of the Products. ALM MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, WHATSOEVER. ALL INFORMATION IS PROVIDED TO PURCHASER "AS IS".
Purchaser must obtain a valid Return Material Authorization ("RMA") number from ALM for all returns. RMAs will be issued, at ALM's sole discretion, in accordance with these terms and conditions. Unless otherwise informed by ALM, RMAs are valid for fourteen (14) calendar days from the date of issuance.
Purchaser may request an RMA or credit memo, as applicable, for verified billing and shipping discrepancies within five (5) calendar days of invoice date.
EXCEPT TO THE EXTENT THAT THE MANUFACTURER PROVIDES FOR PASSTHROUGH BY ALM TO PURCHASER OF MANUFACTURERS' PATENT, COPYRIGHT AND TRADEMARK INDEMNITY PROVISIONS, ALM 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.
PURCHASER AGREES THAT THE LIABILITY OF ALM FOR DIRECT DAMAGES ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TO ALM BY PURCHASER FOR THAT PRODUCT WHICH IS THE SUBJECT OF THE CLAIM. IN NO EVENT WILL ALM BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOST PROFIT WHETHER DIRECT OR INDIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
Products sold to Purchaser are intended for use in Canada only. 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's relationship with ALM will be that of an independent contractor. Nothing stated in these terms and conditions will be construed as constituting Purchaser and ALM as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties.
ALM and Purchaser agree to abide by all laws and regulations applicable to the performance of their respective obligations under these terms and conditions.
All Products delivered to Purchaser hereunder may have additional restrictions on their use required, including those specified by the manufacturer or publisher and agrees to hold ALM harmless from all costs, fees, expenses, and liability arising from Purchaser's direct or indirect violation of same.
These terms and conditions shall be construed, interpreted and enforced under and in accordance with the laws of the Province of Ontario, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction.
Notices to ALM shall be sent to: ALM Technology Solutions Ltd., 3-304 Stone Road West, Suite 701, Guelph ON N1G 4W4, Attn: Legal Department.
With respect to managed services and cloud services purchased from ALM only, additional terms apply including use of subcontractors, security obligations, and specific limitation of liability provisions.
These terms and conditions as published on ALM's Web site located at www.almtech.ca at the time of sale are the official terms and conditions of sale between ALM and Purchaser and may be amended from time to time without notice at ALM's sole discretion.
Last updated: 2019-10-31