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THESE TERMS OF SALE ("TERMS OF SALE") SHALL GOVERN THE SALE TO YOU OF PRODUCTS AND/OR
SERVICES ("PRODUCT") BY D-LINK CANADA INC. ("D-LINK"),
BY ORDERING PRODUCTS FROM D-LINK, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS
OF SALE, UNLESS YOU HAVE SIGNED A SEPARATE AGREEMENT WITH D-LINK REGARDING THE
SUBJECT MATTER CONTAINED IN THESE TERMS OF SALE, IN WHICH CASE THE SEPARATE AGREEMENT
SHALL GOVERN. THESE TERMS OF SALE, TOGETHER WITH YOUR ORDER INFORMATION,
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND D-LINK WITH RESPECT TO YOUR
PURCHASE OF PRODUCTS FROM D-LINK.
1. Terms of Use
Any purchases made on any of www.dlink.ca, www.d-link.ca,
www.dlinkshop.ca and www.d-linkshop.ca (collectively the "Web Site")
are also subject to the provisions of the Terms of Use. For the Terms of Use, please
see click here.
2. Ordering
An order that you submit to D-Link for Products (an "Order") constitutes your
offer to purchase Products referenced in your Order and is subject to acceptance
by D-Link in D-Link's sole discretion. Your Order shall be deemed to be accepted
if and when D-Link sends an order acceptance to you or ships the Products to you.
3. Product Availability
At any given time, availability of any Product may be limited or may not be available
for immediate delivery. D-Link reserves the right to limit the quantity of Products
sold or licensed. If you order Products that are not available, D-Link will notify
you by phone or by email.
4. Product Changes
D-Link reserves the right, in its sole discretion and without incurring any liability and
without prior notice to you, to do any of the following:
- cease to make any Product available;
- substitute or modify the specifications for any Product prior to the shipping thereof;
- discontinue the manufacture or availability of any Product; or
- commence the manufacture and sale of new products having features that make any existing Products wholly or partially obsolete.
5. Prices
All prices are in Canadian dollars. D-Link reserves the right to change the prices,
fees and charges for its Products at any time and from time to time without any liability
or notice to you or any other person. Prices do not include charges for shipping,
handling, insurance and taxes. You shall pay any duties and taxes associated with
the purchase of the Products, including, without limitation, all Canadian federal goods
and services taxes and all applicable provincial taxes. Unless otherwise agreed to
in writing and signed by an authorized representative of D-Link, all costs associated
with the shipping of Products (including, without limitation, insurance, customs,
duties, excise taxes and other applicable taxes) from D-Link's facilities in Oakville,
Ontario or other shipping points in North America as designated by D-Link, shall be
paid by you.
6. Payment Terms
All payments are payable in Canadian dollars. For purchases made through the Web Site,
D-Link accepts only credit card payments. D-Link reserves the right to change payment terms at
any time in its sole discretion.
For payments by credit card, payment authorization by your credit card company or financial
institution must be received by D-Link prior to D-Link's acceptance and shipping of your
Order. D-Link only accepts Visa®, MasterCard® and American Express®. By submitting a
credit card number with an Order, you are authorizing D-Link and its third party credit
card processor to charge the amount of any payments owing to D-Link in respect of the
particular Order to the credit card. D-Link shall not be liable in any way if your
credit card company or financial institution refuses to accept or honour the credit
card number you provide to D-Link for any reason.
7. Shipping
D-Link will only ship to Canadian locations specified in the Order. Shipping dates are
estimates only and D-Link shall not be responsible for any delays in the shipping of any
Product. D-Link may, at its reasonable discretion, reschedule shipping dates or ship
Products under any Order in any order and to make partial shipments. D-Link shall have
the right, at its sole discretion, to determine or change the method of shipping.
8. Title and Risk of Loss
Risk of loss or damage to Products shall pass from D-Link to you upon the earliest
of: (i) shipment of such Products from D-Link's facility; or (ii) receipt by you of such Products.
Title to Products shall pass to you only upon receipt by D-Link of payment in full
for the Products, except for title to software furnished as a Product or as a part
or component of a Product ("Software"). D-Link and/or D-Link's licensors retain all
proprietary rights, title and interest in and to any and all Software. All Software
is provided for use by D-Link under an end-user license agreement shipped with the
Software. Unless otherwise stated in the applicable end-user license, all Software
is provided on a non-exclusive and limited use basis for internal business or
personal use only and no person shall modify, enhance, reverse-engineer, decompile,
disassemble, or otherwise change or supplement the Software.
D-Link retains a security interest in the Products it ships until payment is received in full.
9. Cancellation
D-Link reserves the right at any time to reject, correct, cancel or terminate any
Order (accepted or otherwise) for any reason whatsoever.
If you wish to cancel an Order, you may request a cancellation by sending an email to
.
If D-Link does not receive and process your cancellation request before D-Link ships
your Order, your cancellation request will be rejected.
10. Product Warranties and License
The warranties in respect of Products, if any, are as set out in the pre-printed warranty materials
shipped with the applicable Product.
11. Return Policies
You have 30 days from the date the Product is delivered to return the Products and a
re responsible for all shipping charges with respect to returned items. A restocking
fee shall be applied to all returned items.
12. Limitation of Liability
EXCEPT AS EXPRESSLY SET OUT IN AN ORDER ACCEPTED BY D-LINK OR IN THESE TERMS OF SALE OR IN
ANY PRE-PRINTED D-LINK WARRANTY DOCUMENTATION ACCOMPANYING A PARTICULAR PRODUCT, ALL PRODUCTS
SOLD OR PROVIDED BY D-LINK ARE BEING PROVIDED ON AN "AS-IS" BASIS WITHOUT ANY WARRANTY AND
CONDITION OF ANY KIND. D-LINK HEREBY WAIVES ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL D-LINK BE LIABLE TO YOU FOR ANY LOST REVENUE, LOST PROFITS, OR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES HOWEVER CAUSED AND ON ANY THEORY
OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH
ANY ORDER, THESE TERMS OF SALE OR ANY PRODUCT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF
SUCH DAMAGES.
IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY YOU AGAINST D-LINK OR ANY OF ITS EMPLOYEES, DIRECTORS,
OFFICERS, AGENTS OR THIRD PARTY CONTRACTORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY ORDER,
THESE TERMS OF SALE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, A BREACH OF ANY OF D-LINK S
OBLIGATIONS UNDER ANY ORDER OR THESE TERMS OF SALE (WHETHER OR NOT A FUNDAMENTAL BREACH), YOUR
SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE FROM D-LINK PAYMENT FOR ACTUAL AND DIRECT DAMAGES
TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE SUM PAID BY YOU TO D-LINK FOR THE PARTICULAR
PRODUCT(S) GIVING RISE TO THE CLAIM.
13. Indemnity
You agree to indemnify, defend and hold D-Link, its employees, directors, officers, agents and
third party contractors harmless against all claims, liabilities, judgments, damages and
losses (including legal fees and disbursements) arising out of or in connection with any
breach by you of these Terms of Sale and/or any Order.
14. Privacy Policy
By submitting your personal information to D-Link when placing your Order, you agree
that you have read and agree to be bound by D-Link's Privacy Policy. For the Privacy
Policy, please see click here or call D-Link for a copy.
15. Force Majeure
Failure of D-Link to perform any of its obligations under any Order or these
Terms of Sale by reason of fires, floods, freezes, accidents, wars (whether or
not declared), riots, insurrections, acts of God, acts of government (including,
without limitation, the Government of Canada), acts of public enemy, inability
to obtain materials, labour unrest or material shortages, or other causes which
are beyond the control of D-Link, shall not constitute a default or breach of
any Order or these Terms of Sale so long as such condition exists and prevents
performance.
16. Export Control
Products obtained from D-Link may be subject to applicable export laws and
regulations. You will comply with such laws and regulations whenever you export
any Products obtained from D-Link. In addition, you acknowledge that Product
warranties may be null and void for Products exported or used outside Canada.
17. Governing Law and Jurisdiction
These Terms of Sale and any Order shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein, excluding the conflict or choice of law
provisions. You and D-Link hereby expressly waive the application of the United Nations
Convention on Contracts for International Sale of Goods, and any local implementing
legislation. You agree that the courts in the Province of Ontario located in Oakville,
Ontario have non-exclusive jurisdiction over any dispute between you and D-Link.
18. Invalidity of Provisions
If any provision or provisions of these Terms of Sale or any Order 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.
19. Assignment
The Terms of Sale shall bind and enure to the benefit of both parties and their
respective successors, heirs, executors, administrators, personal representatives
and permitted assigns. You shall not assign your rights or obligations hereunder
without D-Link's prior written consent.
20. English Language
The parties confirm that it is their wish that these Terms of Sale and any other
documents delivered or given pursuant to these Terms of Sale, including notices, have
been and shall be in the English language only. Les parties aux présents confirment
leur volonté que cette convention de même tous les documents, y compris tous avis,
s'y rattachant, soient rédigés en anglais seulement.
Revision Date: February 2006
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