Terms and Conditions

Before completing the purchase process, you must read and agree to the following Terms and Conditions of Sale. YOUR PURCHASE IS SUBJECT TO THE TERMS OF USE AND PRIVACY POLICY.:

“You” and “Your” refers to you the individual or other legal entity that is making the purchase to which these terms and conditions are attached..

BY COMPLETING YOUR PURCHASE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

BINDING AGREEMENT

The limit of the responsibility of Onit (the “Seller”) for all purchases that you make through the Seller is expressed in these Terms and Conditions of Sale and if your purchase is via our online quoting tool or our Website, they are also governed by the Terms of Use, which are incorporated herein by reference, as they may be amended from time to time. When purchasing from the Seller, you (the “Buyer”) agree to all of these terms and conditions by signing the sales agreement or by completing the transaction online.

ENTIRE AGREEMENT

The provisions of these Terms and Conditions of Sale and any purchase order to which they are attached constitute the entire contract between the Seller and the Buyer and supersede all prior proposals, purchase orders, correspondence and other communications, whether written or oral, between the Seller and the Buyer. No provision of these Terms and Conditions of Sale shall be subject to change except by the written authorization of a properly authorized representative of the Seller. The Seller hereby objects to any additional, different or conflicting terms or conditions set forth in any Buyer purchase order. No terms, provisions, or conditions of any Buyer purchase order shall be effective unless expressly accepted by the Seller in writing. If any provision of these Terms and Conditions is held to be illegal, invalid or unenforceable, in whole or in part, the legality validity and enforceability of the remainder shall not be affected or impaired.

BUYER INFORMATION

All information the Buyer provides to the Seller, including payment information and transaction-related information, must be true, accurate, current and complete. The Buyer will be solely responsible and liable for any and all loss, damage, and additional costs that the Buyer, the Seller or any other person may incur as a result of the Buyer’s submission of false, incorrect or incomplete information or as a result of the Buyer’s failure to update information within 30 days of any change.

PRICES/PAYMENT
Unless otherwise specified on the physical sales agreement or in the online checkout process, payment for all purchases must be made by credit card at the time of purchase. All payments shall be in the Canadian Funds (CAD$) unless otherwise designated in the checkout process. All prices are subject to change by the Seller without notice. Pricing does not include shipping unless noted on the sales agreement or in the online checkout process. Pricing errors may be corrected at any time. While the Seller uses reasonable efforts to include complete and up-to-date information, the Seller cannot guarantee the accuracy of all the information contained on this website. Accordingly, the Seller assumes no responsibility for any errors or omissions in the content of its website. The Seller may, at any time and without obligation, suspend performance or require payment in cash, security, or other adequate assurances satisfactory to the Seller when, in the opinion of the Seller, in its sole discretion, the financial circumstances of the Buyer warrant such action.

ACCEPTANCE OF ORDERS

Receipt of order confirmation sent from the Seller to the Buyer does not signify the Seller’s acceptance of the order, nor does it constitute confirmation of an offer to sell. The Seller reserves the right to accept or decline an order for any reason at any time after receiving it. Acceptance of an order by the Seller will only be confirmed by a shipping confirmation. The Seller may require additional information from the Buyer for verification purposes before accepting an order.

TAXES AND DUTIES

The Buyer will be charged the amount of all applicable taxes (Federal, Provincial or local). If the purchase is tax exempt, the Buyer must advise the Seller directly and provide an exemption certificate. Any personal property taxes or Duties assessable on the equipment or goods required for delivery shall be borne by the Buyer.

DELIVERY

The Seller will use its best efforts to meet the reasonable delivery dates, but does not guarantee to do so. Failure to make shipments as scheduled does not constitute a cause for cancellation and/or damages of any character. In the event of any delay requested by the Buyer or any delay caused by erroneous or inadequate shipping instructions, the Seller will store all items ordered at the Buyer’s expense and risk for a reasonable period of time.

TITLE AND RISK OF LOSS

All goods and services remain the property of the Seller until full payment is received. Risk of loss or damage to the equipment or goods shall pass to the Buyer upon transfer of the product to the Seller’s external delivery carrier of choice or, if product delivery is by the means of the Seller’s internal delivery carrier upon the product delivery to the Buyer. The Buyer will keep all items not paid in full insured to the full purchase price with the Seller as the named loss payee and the Seller retains a security interest in the equipment or goods until the full purchase price is paid.

RETURNS

No item requiring repair or alleged to be defective is to be returned without written authorization by the Seller. Prior to returning any item for any reason, the Buyer must request a return authorization number (“R.A.#”) from the Sellers, Customer Service Department. The R.A.# must be used with all correspondence and posted on the package in which the item is returned. Any item returned to Seller without proper information or R.A.# will not be accepted. Returns will be subject to a minimum restocking fee of 20%. Buyer is responsible for return shipping charges.

Mailing Address:

CREDIT POLICY

The Seller may from time to time, on a case by case basis, extend credit terms to certain Buyers. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs. For Buyers’ accounts in good standing, any applicable Account Credits expire one year after the date of the issue and can only be applied to the purchase of products offered by the Seller.

PRIVACY; PROTECTION OF PERSONAL INFORMATION

You consent to the Seller collecting personal information from you for use in connection with purchases made on this Web Site. The Seller’s use of your personal information and your responsibilities in connection with protecting your privacy are described in the Seller’s Privacy Policy, which is incorporated by reference into these Terms of Use.

WILL NOT HIRE

In consideration for Onit continuing to provide services to Your Organization, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed that while the contract for services between Onit and Your Organization, as amended or extended from time to time is in effect, and continuing for a period of twelve months immediately following the termination of the said contract, Your Organization shall not directly or indirectly retain the services (whether as an employee, independent contractor, employee of another service provider, or otherwise) of any employee of Onit who has provided services to Your Organization while employed by Onit. If Your Organization breaches this covenant, then it is agreed that Onit will be damaged, but that the amount of this damage will be impractical and extremely difficult to determine. Accordingly,  Your Organization now agrees that for each such Onit employee retained by Your Organization, Your Organization will pay Onit One-Hundred Thousand Dollars ($100,000) as liquidated damages. Onit and  Your Organization agree that this amount is not a penalty but rather a genuine pre-estimate of the actual loss or damage to Onit that will result from Your Organization breaching this covenant and agreement. Notwithstanding the foregoing, “employee of Onit” shall not include accountants, attorneys or other independent contractors of Onit who provide services to Onit itself.

WARRANTY AND LIMITATION OF LIABILITY

All equipment and goods supplied through the Seller shall carry the warranty of the original manufacturer. Onit MANAGED SERVICES ASSUMES NO LIABILITY FOR ANY INDIRECT, INCIDENTAL OR TOTAL CONSEQUENTIAL DAMAGES (INCLUDING, WITH LIMITATION ANY LOSS OF PRODUCTION, DEGRADATION OF DATA, PROFITS, GOODWILL OR PROPERTY DAMAGE OR INJURY) ARISING FROM THE USE OF ANY EQUIPMENT AND SOFTWARE (INCLUDING UPGRADES) PERTAINING IN ANY WAY WITH THE SERVICES PERFORMED UNDER THIS AGREEMENT EVEN IF Onit MANAGED SERVICES HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES. NOTWITHSTANDING THE FOREGOING, IN NO CASE WILL THE SELLER’S LIABILITY TO THE BUYER EXCEED THE AMOUNT OF MONEY THAT THE BUYER PAID TO THE SELLER PURSUANT TO THE PURCHASE ORDER TO WHICH THESE TERMS AND CONDITIONS ARE ATTACHED.

UNLESS SPECIFICALLY REQUIRED BY APPLICABLE LAW, THE SELLER MAKES NO OTHER REPRESENTATION, OFFERS NO OTHER EXPRESS WARRANTY, CONDITION OR GUARANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION WITH REGARD TO QUALITY, DURABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF ANY PRODUCT IS DEFECTIVE AT THE TIME OF DELIVERY TO THE BUYER, THE BUYER’S SOLE REMEDY WILL BE TO RETURN THE PRODUCT TO THE SELLER FOR REPLACEMENT OR REFUND AS DESCRIBED IN THESE TERMS. THE SELLER RESERVES THE RIGHT TO MODIFY ITS WARRANTY AT ANY TIME, IN ITS SOLE DISCRETION.

INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE SELLER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, THIRD PARTY INFORMATION PROVIDERS, LICENSORS AND OTHERS INVOLVED IN THE DELIVERY OF PRODUCTS, TO YOU, FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING ATTORNEY’S FEES, ARISING OUT OF YOUR PURCHASE OF ANY PRODUCTS, SERVICES OR INFORMATION OBTAINED FROM THE SELLER.

GOVERNING LAW

THESE TERMS AND CONDITIONS OF SALE SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). Any legal action to enforce any right granted by this contract must be filed within one (1) year after delivery, or for warranty claims, within one (1) year of the expiration of the applicable warranty period.