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Terms & Conditions

TERMS AND CONDITIONS OF SALE (SUBJECT TO CHANGE)

This constitutes acceptance by EPROM INC. ("EPROM") of Buyer's purchase order customer reference on the front side hereof (or Buyer's telephoned order, if applicable), unless Buyer and EPROM have executed a master contract which specifically supersedes and replaces the terms and conditions herein, this acceptance is expressly made condition upon Buyer's assent expressed or implied to the terms and conditions set forth herein without modification or addition.

1. ACCEPTANCE

Buyer's acceptance of these terms and conditions shall be indicated by any of the following whichever first occurs: (a) Buyer's written acknowledgment hereof (b) Buyer's acceptance of any shipment of any part of the items specified for delivery on the front side hereof (the "Products"), (c) Buyer's failure to acknowledge or reject these terms and conditions in writing within twenty-four (24) hours after delivery or (d) any other act or expression of acceptance by Buyer. Buyer's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition, or proposal 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 EPROM. EPROM's silence or failure to respond to any such subsequent term, condition or proposal shall not be deemed to be EPROM's acceptance or approval thereof.

2. DELIVERY

Unless otherwise agreed in writing, delivery shall be made in accordance with EPROM's shipping policy in effect on the date of shipment. Title to, and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by EPROM to the carrier or Buyer's representative at EPROM's warehouse or plant. Delivery is subject to the payment provisions set forth herein and to EPROM's receipt from Buyer of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify EPROM, in no event later than twenty-four (24) hours after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. EPROM shall not be liable for any shipment delays beyond the reasonable control of EPROM which affect EPROM or any of EPROM's suppliers, including but not limited to delays caused by unavailability or shortages of Products from EPROM's suppliers; natural disasters, acts of wars, acts or omissions of Buyer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction or plant or equipment arising from any cause whatsoever; or transport failures.

3. PRICE AND PAYMENT

The Products are being invoiced at the prices specified on the front of the form. Buyer 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 levied on this sale or the Products (or the delivery thereof) or measured by the purchase price hereunder. (EPROM's prices set forth on the front side hereof do not include such taxes, fees and charges). All OEM products shall be sold with systems. Exemption certificates must be presented prior to shipment if they are to be honored. Unless otherwise specified, payment terms are C.O.D. EPROM at its discretion may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 2% per month (or the maximum rate of interest allowed by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as revocation of credit, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of this agreement or any one or more of these. Notwithstanding any "net" payment provisions specified on the front of this form. EPROM shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by EPROM at any time and without prior notice. EPROM hereby retains (and Buyer grants to EPROM) a security interest in the Products to secure payment in full and compliance herewith, and Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event this sales invoice shall be placed by EPROM in the hands of a collection agency or an attorney for the purpose of collection, with or without litigation, or for the purpose of enforcing EPROM's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. A $15.00 administration fee will be charged to customers for all returned cheques.

4. PRODUCT RETURNS

Returns of Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by EPROM's Product Return policies, or as otherwise provided by EPROM to Buyer in writing. EPROM reserves the right to modify or eliminate such policies at any time. Although EPROM's policies may permit Buyer to return Products claimed to be defective under certain circumstances, EPROM makes no representations or warranties of any kind with respect to the Products. EPROM 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. EPROM 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 EPROM's sole liability and Buyer'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 kind statutory duty, principles of indemnity or contribution, or otherwise. Products which are special orders and not normally stocked by EPROM are not returnable. NO REFUNDS ON ANY PRODUCTS AFTER 30 DAYS OF DELIVERY. Products will be accepted for credit only if returned in new re-saleable condition, including original packaging, manuals and cables, etc. A 25% restocking fee may be applied. All products returned for credit are subject to the same RMA procedures outlined in this document. EPROM Inc. Reserves the right to refuse any request to issue credit for returned products. All returns for credit are to be applied to future purchase. No refund cheques will issued.

5. PRODUCT RETURN PROCEDURE

An RMA Authorization number MUST be obtained PRIOR to returning any product. Customer and product information is required to process an RMA. Please email or fax for your RMA request to obtain an RMA number which will be valid for 15 days. The RMA number does not guarantee that you will receive warranty service, replacements or that credit will be approved from the respective manufacturer. Returns not conforming to the appropriate procedures will be returned to you, freight collect. We will not accept product that is returned improperly packaged, marked, or physically damaged. Products must be in their original packaging material and box, all undamaged and unmarked, including anti-static bags, manuals and cables, if originally included. Improperly packaged product is frequently damaged in transit, requiring EPROM Inc. to refuse your shipment within 48 hours. Enclosed the completed RMA form including RMA number(s) and appropriate invoice(s) with your shipment. Shipments to EPROM Inc. MUST BE PREPAID TO DOOR WITH THE RMA NUMBER ON THE LABEL. A $20.00 Administration fee will be charged to locate a copy of your original invoice. Product that has been deliberately marked by the customer(s) for ID purposes will not be accepted for replacement. Returns within 7 days of purchase must be pre-authorized by contacting your EPROM Account Manager and are only acceptable when in "NEW", resalable condition with original boxes unmarked. A 25% restocking fee will apply based on the item's purchase price. Certain manufacturers products (to be specified) must be returned to manufacturers depot for repair or servicing, in such cases, EPROM will not accept such RMA's. DOA product will be immediately repaired or replaced by EPROM Inc. during the first 15 days from our invoice date. If EPROM Inc. can not repair or replace the item promptly, you will have the option to take a similar product at equal value or a credit. All DOA returns are subject to the same RMA return procedures as outlined in this document. "No Fault Found" returns will be subject to a $20.00 inspection and handling charge on parts and components. Systems will be subject to a $50.00 inspection and handling charge.

6. PRODUCT WARRANTY

EPROM Inc. warrants that for a period of one (1) year from the date of original purchase (If you have reduced or extended warranty, your original invoice will indicate that and is required for the warranty. Software products carries a limited warranty time period of 90 days, no refund or credit, exchange only. All floppy diskettes, CD-R/CD-RW media are under manufacturer warranty directly. All Canon, Epson, HP and other specified products must be returned directly to their respective manufacturer for warranty service, and will not be the responsibility of EPROM Inc. Processors carries a limited warranty of 30 days), the product purchased will be free from defects in both materials and workmanship. Should the product or any part thereof be proven defective in material or workmanship during the warranty period, EPROM will, at its option, repair or replace the product without charge or credit the customer for the returned product, subject to the conditions and limitations stated herein. Such repair service will include all labor as well as any necessary adjustments and/or replacement parts. (The extended warranty after the second year for systems will cover only the cost of labor.)

7. LIMITATION OF LIABILITY

EPROM INC. SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT 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 BUYER TO THIRD PARTIES, EVEN IF EPROM INC. 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.

8. GENERAL

These terms and conditions shall, upon acceptance by Buyer, constitute the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and EPROM 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 this agreement unless expressly accepted in writing by an authorized officer of EPROM. Any waiver by EPROM 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. It is the intention of the parties that this agreement shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operated as an waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of this sales invoice 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 this sales invoice. The agreement may not be assigned by either party without the prior written consent of the other (which shall not be unreasonably withheld) except that EPROM may assign the agreement to any affiliate or subsidiary of EPROM. This agreement shall be deemed made in, and shall be governed by, the laws of the Province of Ontario. The exclusive venue for any disputes arising out of this sales invoice shall be Markham, Ontario.