Terms and Conditions

Set out below are the terms and conditions applicable to the sale by Reagency Systems Corp. (referred to hereafter as Reagency) of all products including those listed on Reagency's Web site and/or Order Forms and any other services Reagency may perform. Reagency will not accept any other terms and conditions of sale. Unless Buyer and Reagency have executed a master contract which specifically supersedes and replaces these terms and conditions, acceptance of all purchase orders is expressly made conditional upon Buyer's assent expressed or implied to the terms and conditions set forth herein without modification or addition.

Acceptance
Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs:
(a) Buyer's making of an offer to purchase Product from Reagency; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. Reagency's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals 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 Reagency. Reagency's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be Reagency's acceptance or approval thereof.

Conditions of Sale
i. Prices. The Purchaser agrees to pay Reagency the amount shown on the invoice.
ii. Taxes. Prices charged or quoted do not include GST/HST, provincial sales tax, customs duties or any other charges or levy charged or imposed on merchandise by any federal, provincial or municipal authority (collectively "taxes").
Federal, Provincial or Municipal taxes where applicable, will be added to the prices quoted where exemption documentation is not provided by the Purchaser.

Delivery Terms
i. Multiple Orders. Orders for multiple items will be shipped together, and the shipping charges will be reduced accordingly.
ii. Delivery. F.O.B. Shipping Point. Shipping terms are F.O.B. Reagency's warehouse.
iii. Loss or Damage on Shipments. All risk of loss or damage with respect to products shall pass to Purchaser upon delivery by Reagency to the carrier. Reagency shall not be responsible for any loss, damage or pilferage sustained in transit. Claims of such character or claims in respect to shortages or rejection should be made promptly by the Purchaser to the carrier and Reagency in writing with sufficient detail of a claimed occurrence within 48 hours after delivery. Valuation of shipment will be at carrier's standard rates.
iv. Delays. Reagency shall not be liable for any shipment delays beyond the reasonable control of Reagency which affect Reagency or any of Reagency's suppliers including, but not limited to, delays caused by unavailability of or shortage of products from Reagency's suppliers, natural disasters, acts of war, acts of omission of Purchaser, fire, strike, riot or government interference, unavailability or shortage of materials, labour, fuel, or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
v. Title. Delivery of goods to a carrier shall constitute delivery to the Purchaser and, regardless of freight payment and method, all risk of loss or damage in transit shall pass to the Purchaser at that time. Title to goods shall pass from Reagency to the Purchaser when Reagency has been paid in full and purchaser hereby grants to Reagency a security interest in the goods until payment in full. All goods shall continue to be personally notwithstanding their mode of attachment to realty to other property. If default is made in any of the payments herein Reagency may retain any partial payments which have been made, as liquidated damages and Reagency shall be entitled to the immediate possession of the goods and shall be free to enter the premises where the goods may be located, and remove them as Reagency's property, without prejudice to Reagency's right to recover any further expenses or damages Reagency suffer by reason of such non-payment.
vi. Customer Pick Up. Products are not available for customer pick-up.

Terms of Payment
i. Terms. All prices quoted and all payments shall be in Canadian dollars unless otherwise specified. All order must be pre-paid by either negotiable cheque, VISA or MasterCard.
The Purchaser agrees that should any payments not be made when due, then a late fee of seventy-five dollars ($75) plus interest on such overdue payments shall be paid by the Purchaser at the rate of three (3%) percent per month, forty-two point six (42.6%) percent per annum until the price, including service charges, has been fully paid but this shall not be construed as obligating Reagency to grant any extension of time in the terms of payment.
In the event that any cheque or other payment instrument is dishonored, a service charge of seventy-five dollars ($75)  plus interest as described above will be applied to the account.
If legal action or any proceeding or demand is brought or made by Reagency for recovery or possession of Reagency Products or for the collection of any purchase price or other sums payable to Reagency all expenses, incurred therein, including all solicitor's fees in respect thereof on a solicitor and client basis.

Special Conditions
i. Order Changes & Cancellation. An order may be changed or terminated by the Purchaser prior to processing. Once an order has been processed, it may not be changed or cancelled.
ii. Returns. Reagency's products, due in part to their nature are not returnable. Reagency shall not be responsible for unauthorized materials sent to them.

General Provisions
i. Limitation of Liability. Notwithstanding any other provision herein or any applicable statutory provisions, Reagency shall not be liable to the purchaser or to any end user for special or consequential damages or damages for loss of use arising directly or indirectly from any breach of contract, fundamental of otherwise including, without limitation, loss of computer time, loss of profit, loss of revenues. Failure to realize expected savings or other commercial or economic losses of any kind and in no event shall the liability of Reagency exceed the unit price of the defective product or of the product subject to late delivery.
ii. Warranty. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS EXPRESS IMPLIED OR STATUTORY AND REAGENCY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THIS WARRANTY EXCLUDES CERTIFICATION OR THE LIKE FOR EQUIPMENT PERFORMANCE, USE OF DESIGN WITH RESPECT TO ANY EQUIPMENT PERFORMANCE, USE OF DESIGN WITH RESPECT TO ANY STANDARD, REGULATION OR THE LIKE (UNLESS AND TO THE EXTENT THE PURCHASER). REAGENCY SPECIFICALLY DOES NOT WARRANT THAT THE PRODUCTS SOLD BY Reagency WILL MEET ALL OF THE PURCHASER'S AND/OR END USER'S REQUIREMENTS OR WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY THE PURCHASER AND/OR THE END USER OF THAT THE USE OF THE PRODUCTS SOLD BY REAGENCY WILL BE ERROR FREE OR FREE FROM DEFECTS.
iii. Force Majeure. Reagency shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to acts of God, acts of the Purchaser, fire, strikes, lockouts or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay the delivery shall be extended for a period of time equal to the time lost by reason of the delay.
iv. Severability. Invalidity of any provision of this agreement shall not affect the validity of any other provision hereof and any such invalid provision shall be severed herefrom.
v. Non-waiver. No failure by Reagency to exercise any right accruing to it under any contract of sales entered into with the Purchase shall operate as a waiver thereof nor preclude the exercise of any other right or privilege by Reagency.
vi. Entire Agreement. There are no other terms of conditions applicable to the purchase and sale of Reagency products.
vii. Governing Law. All contracts for the sale of Reagency products shall be governed and construed according to the laws of the Province of Ontario and the parties irrevocably attorn to the jurisdiction of the courts of Ontario.
viii. Notice. Any notice required or contemplated hereunder shall be in writing and shall be delivered by prepaid mail.

LIMITATION OF LIABILITY
REAGENCY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR FOR ANY REASON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER 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 REAGENCY 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.  FURTHER, BUYER AGREES TO INDEMNIFY AND HOLD REAGENCY HARMLESS OF AND FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES AND JUDGMENTS ARISING OUT OF ANY ACT OR OMISSION OF REAGENCY AND/OR IT'S PRODUCTS AND/OR SERVICES, INCLUDING REAGENCY’S NEGLIGENCE.
 

General
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by Reagency to Buyer and shall supersede all prior offers, negotiations, understanding and agreements. Unless Buyer and Reagency 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 any sales agreement unless expressly accepted in writing by an authorized officer of Reagency in Canada. Any waiver by Reagency 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. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions 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 these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the Province of Ontario. The venue for any disputes arising out of any sales agreement shall be, at Reagency's sole and exclusive option, Toronto, Ontario, or the courts with proper jurisdiction at Buyer's location. For Buyers situated in Alberta, to the extent permitted by law, Buyer hereby waives its rights, benefits or protection given to Buyer in the Judicature Act and the Seizures Act (Alberta). For Buyers situated in Saskatchewan, Buyer agrees that the Limitation of Civil Rights Act shall have no application to these terms and conditions of sale. These terms and conditions of sale shall ensure to the benefit of and shall be binding upon Reagency, the Buyer and their respective successors and assigns. Reagency shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to acts of God, acts of the Buyer, fire, strikes, lock outs or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay, the delivery shall be extended for a period equal to the time lost by reason of the delay. Any notice required or contemplated hereunder shall be in writing and shall be sent by prepaid registered mail. Any notice sent by registered mail shall be deemed to have been received on the third business day following mailing.