TERMS AND CONDITIONS
APPLICATION OF TERMS AND CONDITIONS OF SALE
The following terms and conditions shall govern the sale by any company in the Mircom Group of Companies (MGC) of orders for Fire Alarm, Communication and Access Products and/or related products and/or standard services (hereinafter “Product”) sold to MGC Customers, unless Customer has signed a separate formal purchase agreement with MGC. Additional terms may accompany the Product and shall apply.
By using MIRCOM.com to make purchase requests the Products, as defined herein, Customer agrees to be bound by and accepts these Terms and Conditions of Sale (referred to throughout as “Terms and Conditions”).
MGC reserves the right to add, delete or amend these Terms and Conditions without prior written notice at any time, at MGC’s sole discretion. Any changes will be reflected in these Terms and Conditions.
“Customer” means any person ordering products from MGC for their own use and not for resale, unless Customer is an Authorized Mircom Dealer with a valid purchase agreement with MGC.
“MGC Products” means any hardware, software or services supplied by MGC that is branded Mircom, Secutron, Summit, UEC and/or Mircom Engineered Systems.
“Third Party Products” refers to hardware, products or software supplied by MGC under the brand name of a third party.
“Products” means collectively both MGC and Third Party Products.
QUOTES; ORDERS; PAYMENT TERMS
Subject to the terms contained in this section, any quotation provided by MGC will be valid for the duration stated in the quotation. If no duration is stated, such quotation will be valid for 48 hours.
Although MGC strives to provide accurate product and pricing information, errors or misprints may occur. MGC cannot confirm the price of a Product until after you order the Product. Notwithstanding anything contained in this section, in the event that a Product is listed at an incorrect price or with incorrect information due to an error in pricing or product information, MGC shall have the right, at our sole discretion, to refuse or cancel any orders, or part of an order placed or subsequently processed by MGC for that Product and terminate the purchase agreement without further liability. In the event that a Product is priced in error or a Product information error occurs, MGC may, at our sole discretion, contact you for instructions, cancel your order and notify you of such cancellation, terminate the purchase agreement and/or correct the error.
For customers on account, and with an account in good standing Payment can be made on account as per the Terms and Conditions in the original agreement. For Customers not on account Payment shall be made by credit card or some other pre-arranged method of payment acceptable to MGC. Where payment is made by credit card, such payment is subject to the approval of the financial institution issuing the credit card and MGC shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason.
Product availability may be limited. Products ordered may not be available for immediate delivery. MGC reserves the right, without liability or prior notice, to revise or cease to make available any or all Products. If there are any revisions to or cessation of Products, MGC may, with Customer’s consent, ship Products which have similar functionality and specifications to the Products originally ordered. Customer will be given the opportunity to either reject or accept the substitute Product and price for the substitute Product which may differ from the price of the original Product.
PRICES, SHIPPING AND HANDLING CHARGES, RECYCLING FEES AND APPLICABLE TAXES
Customer is responsible for all sales, use, goods and services, harmonized sales, and other taxes, customs and duties associated with the order.
MGC’s policy is one of on-going product update and revision. MGC may revise and discontinue Products shown in our catalogue, on our website at any time. MGV will ship Products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. In some cases product maybe shipped at an older firmware revision, updating to the latest version is recommended.
TITLE AND RISK OF LOSS OR DAMAGE; DELIVERY
Title in the Product and risk of loss shall pass to Customer and acceptance will occur upon shipment to the “ship to” address or, if special shipping arrangements are agreed to, upon delivery to Customer’s carrier or designee.
MGC may deliver the Products ordered in installments, this will be communicated prior to delivery. Any delivery or shipment dates given by MGC are estimates only and MGC is not liable for any loss, damage, cost or expense for any failure to deliver in accordance with the given delivery or shipment date.
You may be able to return your MGC Product for a replacement or refund if you strictly adhere to all of the terms and conditions below:
Any and all product returns to the Mircom Group of Companies (“Mircom”) must be accompanied by a Return Material Authorization and its associated paperwork (including a completed Issue Report. Failure to complete the Issue Report may prevent the Technical Staff from determining the cause of the issue and may result in the delay or denial of credit or warranty coverage).
Return Material Authorizations are valid for 45 days from the date of issuance.
All returned product must be shipped to Mircom with proper packaging so as to ensure safe and secure transportation. Mircom shall not be liable for any lost or damaged returns.
Each return shall have the associated RMA number printed on each individual package and each package shall include copies of the associated RMA paperwork.
Returns must be shipped (prepaid by sender) to the address indicated on the RMA paperwork. Mircom will return repaired product (prepaid by Mircom) via regular ground service.
Any products returned that are found to be neglected, abused or otherwise tampered with will not be considered for repair or return. Any product that is returned defective that is not found to be defective will be retested, certified and returned.
As per our General Sales Terms and Conditions, Mircom’s warranty covers manufacturing defects only and does not cover any damages due to installation, environmental or natural causes. Incidental or consequential damages are not covered by Mircom’s warranty.
RETURN FOR CREDIT
In addition to the General Terms above, items being returned for credit are subject to the following terms and conditions.
Mircom manufactured items must be returned within 90 days of the original invoice date – a clear copy of the original invoice is to be included with the RMA paperwork.
Mircom manufactured items returned for credit are subject to a 30% restocking fee.
Credit return privileges may not apply to certain Third Party Distributed items. A 30% restocking fee applies to those Third Party items that are accepted for return. Returns for credit for Third Party Distributed items will be accepted for 90 days after the original invoice date.
Boards returned following receipt of advance replacement boards must be returned in the packaging of the advance replacement board (including anti-static bags, foam packaging standoffs, etc). Failure to return the original board in the replacement packaging will disqualify the returned board from credit processing.
All items returned are subject to inspection and acceptance by Mircom. In the event that a return is refused, the customer will be contacted to arrange for the product return and a $125.00 test and inspection charge may be applied.
Software disks and firmware upgrade chips cannot be returned for credit as their purchase is considered final.
Custom fabrication orders and special orders cannot be returned for credit as their purchase is considered final.
For cabinets and back-boxes which have previously been installed full credit will only be issued if the unit is found to not meet specification, if the unit is to specification the value of the cabinet or back-box will be deducted from the credit of the assembly.
RETURN FOR REPAIR
In addition to the General Terms above items being returned for repair are subject to the following terms and conditions.
Products returned for repair may or may not be covered under warranty.
For warranty consideration, the original invoice number or proof of purchase must be provided to validate warranty coverage. As of May 1, 2010 Mircom offers a 3 year warranty, a 2 year warranty applies to all products that are not marked with the new serial number labels implemented in May 2010. The three (3) year limited warranty is from the original shipment date from the Mircom Factory. Repaired items have a 180 day limited warranty from the date of repair, or to the Warranty Expiry of the associated Panel. Items being returned under warranty are subject to inspection. The item or items may be repaired or replaced at Mircom’s sole discretion. Third Party Distributed product that is out of warranty may not be repairable.
Warranty for Mircom panels is automatically engaged when the unit ships from the Mircom Factory however, for Replacement Boards the warranty must be activated by visiting www.mircom.com/warranty.
Mircom’s warranty is voided where there is indication that items have been damaged, tampered with or applied in a manner that is inconsistent with their intended use as outlined by Mircom. The warranty is also void if warranty, date code or serial number labels have been removed.
For “project orders” only, defective product still under warranty may be exchanged at a local Mircom branch through a direct product exchange.
Products returned to Mircom which are subject to expired warranties or voided warranties will be charged applicable repair costs. Customers will be contacted to authorize any non-warranty repairs. A minimum $125.00 test and inspection fee may apply.
Mircom, at its sole discretion, reserves the right to deem an item unrepairable.
Mircom repair pricing is based on a flat repair fee. Flat rate repair fees are communicated upon issuance of an RMA. By submitting the product described in the issued RMA for repair, the customer acknowledges and agrees that it shall pay the amount charged by Mircom, and outlined on the RMA, for the repair. Should there be any additional charges Mircom will contact the customer for additional approval.
LIMITED WARRANTY ON MGC PRODUCTS
MGC reserves the right to modify its warranty statement at any time, in its sole discretion. Warranty is only valid upon receipt of payment in full for the MGC Product to be warranted.
EXCEPT AS PROVIDED IN THE LIMITED WARRANTY STATEMENT, MGC MAKES NO OTHER WARRANTIES OR CONDITIONS AND THE WARRANTY STATEMENT IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, PROMISES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MGC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THE PRODUCT’S LIMITED WARRANTY STATEMENT. ANY IMPLIED WARRANTIES AND CONDITIONS THAT MAY BE IMPOSED BY LAW ARE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD.
TO THE EXTENT ALLOWED BY LOCAL LAW, MGC’S LIABILITY FOR MGC HARDWARE WARRANTY CLAIMS IS LIMITED TO REPAIR OR REPLACEMENT AS SET FORTH IN THE APPLICABLE LIMITED WARRANTY STATEMENT. MGC’S LIABILITY FOR MGC SERVICE WARRANTY CLAIMS IS LIMITED TO REMEDYING THE NON-CONFORMING SERVICE AS SET FORTH IN THE APPLICABLE LIMITED WARRANTY STATEMENT.
SOFTWARE LICENSE AND WARRANTY
Title to any software installed with the MGC Products shall remain with the applicable licensor(s). All software is subject to the applicable license agreement which is included with the Product(s). Customer shall be bound by the license agreement once the software is opened, the package is opened or its seal is broken. Warranty for any software shall be in accordance with the license agreement. MGC DOES NOT WARRANT ANY SOFTWARE UNDER THIS AGREEMENT.
Any License Keys that are issued remain the Property of MGC and must be return immediately upon request.
THIRD PARTY PRODUCTS
Third Party Products carry different warranty policies than MGC Products. Any warranty and technical support provided on a Third Party Product is provided by the original manufacturer, not by MGC. The warranties and technical support may vary from product to product.
EXCLUSION AND LIMITATION OF LIABILITY
FOR ANY BREACH OF THESE TERMS AND CONDITIONS, MGC’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE OF THE PRODUCTS ORDERED BY CUSTOMER.
IN NO EVENT WILL MGC BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES OR ECONOMIC LOSS (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, DOWNTIME, ACCESS, COVERAGE OR LOST REVENUE AND/OR PROFITS) ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO THE PURCHASE OF THE PRODUCTS HEREUNDER, WHETHER SUCH CLAIM IS BASED IN CONTRACT, STATUTE, TORT, IMPLIED DUTIES OR OBLIGATIONS OR OTHER LEGAL THEORY.
MGC SHALL NOT BE LIABLE IF IT IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THESE TERMS AND CONDITIONS DUE, DIRECTLY OR INDIRECTLY, TO MATTERS BEYOND THE CONTROL OF MGC INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF ANY MACHINE, SYSTEM OF AUTHORIZATION, DATA PROCESSING OR COMMUNICATION SYSTEM OR TRANSMISSION LINK OR ANY LABOUR DISPUTE OR ACT OF GOD.
GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without regard to principles of conflict of law. Without limiting the foregoing, Customer and MGC irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding arising out of or relating to these Terms and Conditions or any transaction hereunder must be brought in the Ontario Superior Court of Justice, in the city of Toronto, (b) consents to the exclusive jurisdiction of such court in any such suit, action or proceeding ; (c) waives any objection to the laying of the venue of any such suit, action or proceeding in any such courts; and (d) waives any right that it may have to assert the defense of forum non-convenient in any such suit, action or proceeding.
NOT FOR RESALE
Customer agrees and represents that it is buying for its own use and not for resale, unless Customer is an authorized MGC reseller.
Customer may not assign its rights or obligations under this Agreement without the express written consent of MGC.
INVALIDITY OF PROVISIONS
If any provision or provisions of this Agreement 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.
MGC Products are manufactured and comply to the Codes, Regulations and Regulatory Bodies as indicated on each individual Product. MGC is not responsible for delay or failure to perform due to causes beyond its reasonable control.
All documents referred to in these Terms and Conditions of Sale are incorporated into these Terms and Conditions of Sale and are available from MGC upon request.
These Terms and Conditions of Sale supersede any preprinted terms on Customer’s orders and any previous written or oral communications or representations by either party related to the Products and may not be amended by Customer without prior written consent of MGC.