Terms & Conditions
Revised: January 25th, 2017
All sales made by ICT NETWORK SYSTEMS (ICT NETWORK SYSTEMS INC.) to it’s customer(s) and/or reseller(s) with ICT NETWORK SYSTEMS customer accounts (“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 ICT NETWORK SYSTEMS or (ii) Purchaser’s acceptance of any product or services from ICT NETWORK SYSTEMS (iii) Purchaser’s signed quote, whichever occurs first. These terms and conditions shall apply to sales of all products described in ICT NETWORK SYSTEMS current comprehensive product listing including special order product except otherwise noted below (“Product”). These terms “Special Order Product” as used here in shall mean products that are not listed in ICT NETWORK SYSTEMS’s current comprehensive product listing or products that have been configured to Purchaser’s specifications.
Shipping charges apply to all shipments. Orders over 2,000.00 CDN will receive free ground shipping using ICT NETWORK SYSTEMS’s carrier of choice (Excluding heavy/oversized freight deliveries).
All upgraded deliveries (including air, weekends, and express) are billed straight to the customer.
Items over weight and oversized will be billed to the customer at cost.
Ancillary Deliveries of additional transportation fees for accessorial charges (including second delivery attempts, tailgate service, waiting time, inside deliveries, etc.)
are billed. Shipments to outlying regions such as (Yukon, Nunavut, NWT, etc.) are billed to the purchaser at actual cost.
All shipments that are to be shipped with same day service are based on the carrier’s cut off time.
Any and all duty and custom charges are the responsibility of the customer (‘Purchaser’).
All RMA’s (Return Merchandise Authorizations) must be placed within 30 days of purchase date. An RMA request form must be filled out, and an RMA# number must be issued to the recipient returning the merchandise. For stock balances returned there is a 35% restocking charge. This is product dependent.
Excluded are vendors with return guidelines that differ from ICT NETWORK SYSTEMS’s standard return policies.
There is a flat fee of $65.00 that will apply to all orders with refused shipments and unauthorized returns.
ICT NETWORK SYSTEMS reserves the right to change the prices without prior notice. And all products are subject to availability. ICT NETWORK SYSTEMS is not responsible for any errors and omissions. Please verify prices and specifications with your sales representative. Prices for backordered products are not guaranteed.
Product warranties, if any, are provided by the manufacturer or publisher of the Products. ICT NETWORK SYSTEMS makes no warranties, either express, implied or statutory, including but not limited to, the implied warranty of merchantability and the implied warranty of fitness for a particular purpose, whatsoever. All information is provided to Purchaser “AS IS”. Purchaser understands and acknowledges that products sold by ICT NETWORK SYSTEMS are not be used for medical, lifesaving, life-sustaining or nuclear applications.
A. Requirements – Purchaser must obtain a valid Return Merchandise Authorization (“RMA”) number from ICT NETWORK SYSTEMS for all returns. RMAs will be issued, at ICT NETWORK SYSTEMS’s sole discretion, in accordance with these terms and conditions. Purchaser must provide their account number and all other information as required by ICT NETWORK SYSTEMS for all returns. Unless otherwise informed by ICT NETWORK SYSTEMS, RMAs are valid for fifteen (15) calendar days from date of issuance. Purchaser must allow for in-transit time for Products to be returned to ICT NETWORK SYSTEMS, as ICT NETWORK SYSTEMS must physically receive products within the fifteen (15) calendar days. RMAs will be issued for authorized returns under one of the following categories: (i) defect Products, (ii) stock balancing, (iii) billing or shipping discrepancies, or (iv) damaged Product. Purchaser is responsible for ensuring that the RMA number is clearly visible on the address LABEL of the Product packaging when it is returned to ICT NETWORK SYSTEMS. NO WRITING SHALL BE DIRECTLY ON MANUFACTURER’S BOX. ICT NETWORK SYSTEMS reserve’s the right to refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Overgoods are unauthorized returns. Any products received by ICT NETWORK SYSTEMS (i) without a valid RMA number, (ii) refused by Purchaser or Purchaser’s customer, including those damaged in transit from ICT NETWORK SYSTEMS to Purchaser or from ICT NETWORK SYSTEMS to Purchaser’s customer, (iii) later than fifteen calendar (15) days from RMA date, or (iv) in a condition unsuitable for resale (excluding defective products), may be considered Overgoods. ICT NETWORK SYSTEMS reserves the right to return Overgoods to Purchaser or Purchaser’s customer, and will charge Purchaser a $50.00 per shipment plus related freight charges. If Purchaser refuses the shipment of Overgoods from ICT NETWORK SYSTEMS or returns the Overgoods to ICT NETWORK SYSTEMS a second time without ICT NETWORK SYSTEMS’s prior authorization, Purchaser agrees to relinquish all right and title to and waives all claims against ICT NETWORK SYSTEMS for credit related to such Products. Notwithstanding anything to the contrary, ICT NETWORK SYSTEMS reserves the right no to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, (iii) is no longer an active ICT NETWORK SYSTEMS vendor, or (iv) will not accept returns from ICT NETWORK SYSTEMS.
B. Defective Product Returns – Defective returns are only for Products purchased from ICT NETWORK SYSTEMS that are inoperable or do not function in accordance with the specifications published by the Manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. All defective returns are subject to more restrictive manufacturer’s or publisher’s policies. Purchaser may request an RMA for the return of defective Products, excluding Special Order Products, within fifteen (15) days of invoice date. Purchaser’s defective returns during that period. Upon receipt of the defective Product for which the RMA was issued, ICT NETWORK SYSTEMS may test the products and may return to Purchaser, at purchaser’s expense, and Products found not be defective. Upon verification that the returned Product is defective, ICT NETWORK SYSTEMS may, at ICT NETWORK SYSTEMS’s sole discretion, either (i) ship Purchaser a replacement Product, or (ii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. ICT NETWORK SYSTEMS reserves the right to require Purchaser to return defective Products directly to the manufacturer or publisher for replacement according to the its defective Products return policy. ICT NETWORK SYSTEMS shall not be obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, over voltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Purchaser shall bear all risks of loss when returning defective Products.
C. Stock Balance Returns – Stock balance returns are only for Products purchased from ICT NETWORK SYSTEMS that are unopened and unused and can be re-sold as new. All stock balance products returned must be in the manufacturer’s original packaging and in condition suitable for resale including, but not limited to, without price tags or stickers or additional shrink wrapping, clean, undamaged and complete (“Stock Balance Condition”). All stock balance returns are subject to more restrictive manufacturer or publisher policies, which will supercede the ICT NETWORK SYSTEMS return policies stated here. Purchaser may request an RMA for the return of Products in Stock Balance Condition, except for Special Order Products, within thirty (30) days of invoice date. Purchaser’s stock balance returns will be limited to a maximum of 5% of the value of Purchaser’s Product purchases within the same vendor code as the Product to be returned during the thirty (30) calendar days prior to the RMA date, less any prior stock balance returns during that period. Stock Balance returns that exceed the allowable limit will be charged a 20% restocking fee. Upon receipt of the Product for which the RMA was issued, ICT NETWORK SYSTEMS will verify the condition of the Product. Any products that are not in Stock Balance Condition will be considered Overgoods. ICT NETWORK SYSTEMS will return Overgoods to Purchaser and will charge Purchaser a $50.00 processing fee per shipment returned to Purchaser plus related freight charges. Additional fees may apply to returned Products; e.g., re-box, label removal, re-shrink, etc., that are not Stock Balance Condition. Additional charges may apply should ICT NETWORK SYSTEMS accept return of Overgoods. Upon verification that the returned Product is in Stock Balance Condition, ICT NETWORK SYSTEMS will issue a credit to Purchaser equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. If Ingram Micro elects to restore returned Product to Stock Balance Condition instead of returning it to Purchaser, the credit to Purchaser will be net of ICT NETWORK SYSTEMS costs to return the Product to Stock Balance Condition. Purchaser shall pay all costs and bear all risks of loss when returning Products to ICT NETWORK SYSTEMS.
D. Damaged Product Returns - Damaged Product returns are only for Products purchases from ICT NETWORK SYSTEMS and shipped via ICT NETWORK SYSTEMS carrier of choice and that are damaged in transit from ICT NETWORK SYSTEMS to the Purchaser or from ICT NETWORK SYSTEMS to Purchaser’s customer. If damaged Product is not refused by Purchaser, Purchaser shall notify ICT NETWORK SYSTEMS and request a RMA within two (2) business days of receipt of such Product. Failure to notify ICT NETWORK SYSTEMS and request an RMA within such a time shall be deemed an acceptance of the Product as of the date of shipment.
Payments & Credit
All sales are to be prepaid, C.O.D. by cash, or certified funds. Preprinted company cheques will be accepted upon credit approval by ICT NETWORK SYSTEMS INC. ICT NETWORK SYSTEMS INC. will not accept any personal or bank counter cheques from our dealers. All sales will be prepaid, C.O.D. by cash, or certified cheque unless stated otherwise. Overdue Accounts will be charged 2.0% per month (24% Per Annum) interest amount on overdue amounts past due. First order is C.O.D or prepaid. ICT NETWORK SYSTEMS reserve’s the right to refuse extended credit to Purchaser. Purchaser shall promptly notify ICT NETWORK SYSTEMS of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. If Purchaser does not promptly notify ICT NETWORK SYSTEMS of any such change, ICT NETWORK SYSTEMS may, without notice, refuse to extend credit, sell Product, or provide services to Purchaser. ICT NETWORK SYSTEMS shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in ICT NETWORK SYSTEMS credit policies or Purchaser’s financial condition and/or payment record. ICT NETWORK SYSTEMS will invoice Purchaser upon Product shipment and all invoices will be due and payable according to Purchaser’s currently payment terms at the time of invoice. Purchaser shall not deduct any amounts owing from any ICT NETWORK SYSTEMS’s invoice without ICT NETWORK SYSTEMS’s express written approval, which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by ICT NETWORK SYSTEMS. Any credit issued by ICT NETWORK SYSTEMS to Purchaser shall be valid for on (1) year from the date of issuance. If Purchaser fails to make timely payment of any amount invoiced hereunder, ICT NETWORK SYSTEMS shall have the right, in addition to any and all other rights and remedies available to ICT NETWORK SYSTEMS at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries, to accelerate the payment of all outstanding invoice amounts and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of ICT NETWORK SYSTEMS under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, or if any involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustee is appointed to take possession of the assets of Purchaser.
Credit cards are only accepted at the time of order or purchase. Payment for all other orders must be made in accordance with the terms in effect at the time the order was placed. Unless otherwise specified, payment terms are C.O.D.
On certain product, the manufacturer has stated a list price, and a minimum selling price to end consumer. Please review your price list to see which manufacturer has stated these conditions.
If Purchaser does not comply with the manufacturers conditions, ICT NETWORK SYSTEMS assumes no responsibility of the purchasers.
If authorization for resale if required by the manufacturer or publisher of any Product, then ICT NETWORK SYSTEMS will not be obligated to sell Supplier, such Product to Purchaser unless ICT NETWORK SYSTEMS has received Restrictions notification of such authorization from the manufacturer or publisher. All products delivered to Purchaser hereunder may have additional restrictions on their use required by the manufacturer or publisher. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits ICT NETWORK SYSTEMS INC. from selling specific Products to Purchaser, then ICT NETWORK SYSTEMS reserves the right not to sell Products to Purchaser.
Patent & Trademark Indemnity
Except to the extent that the manufacturer provides for pass through by ICT NETWORK SYSTEMS to purchaser of manufacturers patent, copyright and trademark indemnity provisions, ICT NETWORK SYSTEMS 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 the violation of copyrights by products. Solely to the extent that purchaser requires ICT NETWORK SYSTEMS to configure products and in association with such configuration services provides ICT NETWORK SYSTEMS or directs ICT NETWORK SYSTEMS to user purchasers proprietary products or the products of third parties, purchaser shall indemnify and hold ICT NETWORK SYSTEMS harmless from any and all claims of patent copyright and trademark infringement arising from the use of such products associated with such configuration services.
Purchaser shall bear applicable federal, provincial, municipal, and other government taxes (such as sales, use, etc). All shipments into the Province of Quebec will be subject to applicable Quebec Sales Tax. Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in place of delivery, must be presented to ICT NETWORK SYSTEMS prior to shipment if they are to be honored.
Product Damaged Through Shipping
All products shipped must be inspected by the receiver upon arrival. Inspection should take place by the receiver and driver (shipper) upon receiving product to see if product is damaged or tampered with. ICT NETWORK SYSTEMS does not take responsibility of product after shipment from ICT NETWORK SYSTEMS’s location of business.
Prior to placing an order, Purchaser must have an active ICT NETWORK SYSTEMS sales account number and Purchaser’s account must be current and in good standing. Purchaser must provide ICT NETWORK SYSTEMS with complete Product order information as required by ICT NETWORK SYSTEMS. The product order information will include, without limitation, the (i) Product description, (ii) unit quantity, (iii) ICT NETWORK SYSTEMS SKU number and/or vendor part number, (iv) current unit price as provided by ICT NETWORK SYSTEMS, and (v) correct shipping address. ICT NETWORK SYSTEMS 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 ICT NETWORK SYSTEMS. Purchaser understands and agrees that in certain situations (e.g., direct shipments from ICT NETWORK SYSTEMS to Purchaser’s customers) Purchaser must provide ICT NETWORK SYSTEMS with names, mailing addresses, telephone numbers and other information regarding it’s customer’s (collectively, “Customer Information”) and ICT NETWORK SYSTEMS must record, use, disclose and store in certain Customer Information regarding such sales to enable the processing, delivery and post-sales support of those orders. Purchaser understands and agrees that ICT NETWORK SYSTEMS is required to provide Customer Information or portions thereof to many of its suppliers. ICT NETWORK SYSTEMS may place orders over the telephone, via facsimile, and via ICT NETWORK SYSTEMS approved electronic ordering methods only through persons who identify themselves as Purchaser personnel and provide their ICT NETWORK SYSTEMS customer number prior to placing the order. ICT NETWORK SYSTEMS will have no obligation to confirm the validity of any order placed or the authority of the person placing an order in this manner. Purchaser will disclose its ICT NETWORK SYSTEMS customer number only to its personnel with a need to know. ICT NETWORK SYSTEMS acceptance of any order from Purchaser is limited to these terms and conditions in their entirety without addition, modification, or exception. Any additional or different terms in Purchaser’s purchase order or submitted by Purchaser in any form are hereby deemed to be material alterations hereto and notice of objection to them is hereby given. All orders under $1,000.00 will be assessed a $10.00 handling fee. Orders for direct shipment to Purchaser’s customers or Special order products may require prepayment and may be subject to additional fees. ICT NETWORK SYSTEMS will have no obligation to hold Product for future sale to Purchaser if Purchaser’s order is incomplete, on hold, or if Purchasers does not confirm the order within 24 hours of notification from ICT NETWORK SYSTEMS that backordered Product is available for shipment. All Products sold to Purchaser hereunder are for resale only.
All Product pricing, description availability information (“Information”) provided by ICT NETWORK SYSTEMS, in any form, is the property of ICT NETWORK SYSTEMS. ICT NETWORK SYSTEMS hereby grants Purchaser a limited, non-exclusive, non-transferable license to use the information for Purchaser’s internal use only for purposes of Purchaser’s sales and purchases of Products sold by ICT NETWORK SYSTEMS. If ICT NETWORK SYSTEMS provides information to purchaser electronically, purchaser agrees to update such information regularly to ensure its accuracy. Purchaser agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the information or utilize the information for any purpose as permitted herein.
Purchaser acknowledges and agrees that ICT NETWORK SYSTEMS may send Purchaser marketing and business communications from time to time via various means, including e-mail. Purchaser represents and warrants that all third party personal information colleted by Purchaser and disclose to ICT NETWORK SYSTEMS has been collected and disclosed tin accordance with all applicable laws. Purchaser shall indemnify ICT Network Systems against any third party claims against ICT NETWORK SYSTEMS due to Purchaser’s failure to comply with such laws.
Billing and Shipping Discrepancies
Billing and shipping discrepancies are for Products purchased from ICT NETWORK SYSTEMS that were invoiced or shipped incorrectly. These include lost shipments, short shipments, wrong sales, wrong shipments and pricing/invoice errors. Purchaser may request an RMA or credit memo, as applicable, for verified billing and shipping discrepancies within ten (10) calendar days of invoice date. In addition, Purchaser must notify ICT NETWORK SYSTEMS of any billing discrepancies related to Purchaser’s authorized returns within (30) calendar days of RMA date. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Purchaser’s right to claim such discrepancy.
Limitation of Liability
Except to the extent of gross negligence or willful misconduct of ICT NETWORK SYSTEMS, including personal injury or death, directly attributable to ICT NETWORK SYSTEMS, Purchaser agrees that the liability of ICT NETWORK SYSTEMS for direct damages arising hereunder, whether in contract, tort or otherwise, shall not exceed, in the aggregate, the lesser of the net purchase price of Products and services from ICT NETWORK SYSTEMS or $10,000. In no event shall ICT NETWORK SYSTEMS be liable to Purchaser or any other Party of indirect, special or consequential damages, including, but not limited to loss of good will, loss of anticipated profits, or other economic loss arising out of or in connection with ICT NETWORK SYSTEMS ‘s breach of, or failure to perform in accordance with any of these terms and conditions, or the furnishing, installation, servicing, use or performance of any products, services, or information ICT NETWORK SYSTEMS shall provide hereunder, even if notification has been given as to the possibility of such damages. Purchaser hereby expressly waives any and all claims for such damages. In no event shall ICT NETWORK SYSTEMS have any liability for any products used for medical, lifesaving, life-sustaining or nuclear applications.
Compliance With U.S. Export Laws
Products sold to Purchaser are intended for the use and resale in Canada only. Purchaser acknowledges and shall advise its customer that the Products are controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from Canada or re-export. 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 warrants that it will not export or re-export any products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval form the United States Department of Commerce. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individual listed in the Denied Persons list published by the United States Department of Commerce.
Choice of Law/Choice of Forum
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the internal 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. Purchaser agrees to exercise any right or remedy in connection with these same terms and conditions exclusively in, and here by submits to the jurisdiction of the courts located in the Province of Ontario, Canada. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these and Conditions
Relationship of the Parties
Purchaser’s relationship with ICT NETWORK SYSTEMS will be that of an independent contractor. Purchaser will not have, and will not represent that it has, any power, right or authority to bind ICT NETWORK SYSTEMS, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of ICT NETWORK SYSTEMS or in ICT NETWORK SYSTEMS’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and ICT NETWORK SYSTEMS as partners or as creating the relationship of employer/employee, franchisor/franchisee, or principal/agent between the parties. Purchaser will make no warranty, guarantee or representation, whether written or oral, on ICT NETWORK SYSTEMS’s behalf.
All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and my be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party a the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to ICT NETWORK SYSTEMS shall be sent to: ICT NETWORK SYSTEMS INC., 10-110 Pony Drive, Newmarket, Ontario, L3Y 7B6, Canada, Attn: Legal Department.
These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign it’s rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void. Notwithstanding the forgoing, ICT NETWORK SYSTEMS may assign any purchase order received from Purchaser to a subsidiary or affiliate upon notice to Purchaser.
If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Failure or delay of ICT NETWORK SYSTEMS to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provision herein.
These terms and conditions, as published on ICT NETWORK SYSTEMS’s web site located at www.ictnetworksystems.ca at the time of sale, are the official terms and conditions of sale between ICT NETWORK SYSTEMS and Purchaser and may be amended from time to time without notice at ICT NETWORK SYSTEMS’s discretion.