Terms and conditions
of sale

1. Application of terms and conditions of sale
2. Quotes, orders and payment terms
3. Product availability
4. Prices, shipping and handling charges, recycling fees and applicable taxes
5. Products
6. Title and risk of loss or damage; delivery
7. Return policies
8. Exchanges
9. Limited warranty on BT products
10. Software license and warranty
11. Third-party products
12. Limitation of liability
13. Governing law and jurisdiction
14. Export control
15. Not for resale

APPLICATION OF TERMS
AND CONDITONS OF SALE

The following terms and conditions shall govern the sale by Bluewake Technologies Inc. (“BT” or “Seller”) of orders for its systems and/or related products and/or standard services (hereinafter “Product”) sold to Customers located in Canada, unless Customer has signed a separate formal purchase agreement with BT. Certain additional terms may accompany the Product and shall apply.

By using bluewake.com to make on-line purchases 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”).

BT reserves the right to add, delete or amend these Terms and Conditions without prior written notice at any time, at BT’s sole discretion.

“Customer” means any person ordering products from BT’s online store for their own personal use and not for resale, either on-line or over the telephone, and who has not entered into a separate formal purchase agreement with BT.

“BT Products” means any hardware, software or services supplied by BT that is branded with the BT trademark sold through the BT online site.
“Third Party Products” refers to hardware, products or software supplied by BT under the brand name of a third party sold through the BT online site.

“Products” means collectively both BT and Third Party Products sold through the BT online store.

QUOTES; ORDERS;
PAYMENT TERMS

Subject to the terms contained in this section, any quotation provided by BT will be valid for the duration stated in the quotation. If no duration is stated, such quotation will be valid for 48 hours.

Although BT strives to provide accurate product and pricing information, errors or misprints may occur. BT cannot confirm the price of a Product until after you order the Product. Notwithstanding anything contained in this section 2, 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, BT shall have the right, at our sole discretion, to refuse or cancel any orders, or part of an order placed or subsequently processed by BT 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, BT 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 on our web site.

Payment shall be made by credit card or some other pre-arranged method of payment acceptable to BT. Where payment is made by credit card, such payment is subject to the approval of the financial institution issuing the credit card and BT shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason.

If Customer has requested and been approved for consumer financing, such financing will be provided through a third party financing service provider and Customer will be subject to the terms and conditions of such financing service provider.

PRODUCT AVAILABILITY

Product availability may be limited. Products ordered may not be available for immediate delivery. BT 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, BT 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. Product substitutions will not be available for Factory Outlet or refurbished product purchases.

PRICES, SHIPPING
AND HANDLING CHARGES,
RECYCLING FEES
AND APPLICABLE TAXES

BT will only ship to Canadian locations: Products shipped may not be re-routed by customer. Prices quoted do not include charges for shipping and handling, electronic waste recycling fees to be remitted by BT under any provincial electronic waste recycling program and applicable federal and provincial taxes. Separate charges for shipping and handling, and electronic waste recycling fees, if applicable will be shown separately on the invoice.

Customer is responsible for all sales, use, goods and services, harmonized sales, and other taxes associated with the order. Unless Customer provides BT with a valid and correct tax exemption certificate applicable to the product ship-to location prior to BT’s acceptance of the order, the customer is responsible for sales and other taxes associated with the order, however designated, except taxes on BT’s net income. If applicable, a separate charge for taxes will be shown on BT’s invoice.

PRODUCTS

BT’s policy is one of on-going product update and revision. BT may revise and discontinue Products shown on our website at any time. BT 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.

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 delivery to the “ship to” address or, if special shipping arrangements are agreed to, upon delivery to Customer’s carrier or designee.

BT may deliver the Products ordered in installments. Any delivery or shipment dates given by BT are estimates only and BT is not liable for any loss, damage, cost or expense for any failure to deliver in accordance with the given delivery or shipment date.

RETURN POLICIES

You may be able to return your BT Product for a replacement or refund if you strictly adhere to all of the terms and conditions below:

• Subject to the terms and conditions herein. Products may be returned within thirty (30) calendar days of your invoice date.
• All eligible returns require prior authorization by BT. Customer must contact BT through [email protected] to first get authorization to return RA and Customer must then return the Product within 10 calendar days of being issued the RA.
• All items must be in “as new” condition, in original packaging, and with all warranty cards, manuals, and accessories. BT reserves the right to inspect returns.
• In order to receive a full refund of your purchase price, all components sold together as part of a BT promotional offer (“bundle”) must be returned at the same time. If you choose to return only part of the bundle, BT will subtract the list price of the component(s) being returned from the total list price of the bundle and, if you paid more than such resulting amount, BT will refund the over-payment to you.
• Product must be returned with all shipping charges pre-paid. Customer will not be reimbursed for such charges, except where Product is being returned because it is deemed defective by BT.
• Refunds on purchases made with a credit card will only be credited to the same card.
• After receipt and inspection of the Product returned in compliance with all of the above terms, a credit will be issued.
• If you financed your purchase through BT’s third party financing service provider, refunds will not include any interest due on the loan or any of the non-refundable amounts described above and you will remain responsible for the performance of the obligations contained in your financing agreement.

EXCHANGES

From time to time, BT may, in its sole discretion, exchange Products or portions of a Product. Any exchanges will be made in accordance with BT’s exchange policies in effect on the date of the exchange.

LIMITED WARRANTY ON BT PRODUCTS

BT’s Limited Warranty statement is available for you to read prior to purchase at bluewake.com. It will also be included with each BT Product shipped to Customer. BT reserves the right to modify its warranty statement at any time, in its sole discretion. Warranty is only valid upon BT’s receipt of payment in full for the BT Product to be warranted.

EXCEPT AS PROVIDED IN THE LIMITED WARRANTY STATEMENT, BT 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. BT 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, BT’S LIABILITY FOR BT HARDWARE WARRANTY CLAIMS IS LIMITED TO REPAIR OR REPLACEMENT AS SET FORTH IN THE APPLICABLE LIMITED WARRANTY STATEMENT. BT’S LIABILITY FOR BT SERVICE WARRANTY CLAIMS IS LIMITED TO REMEDYING THE NON-CONFORMING SERVICE AS SET FORTH IN THE APPLICABLE LIMITED WARRANTY STATEMENT.

THIRD PARTY PRODUCTS

Third Party Products carry different warranty policies than BT Products. Any warranty and technical support provided on a Third Party Product is provided by the original manufacturer, not by BT. The warranties and technical support may vary from product to product.

EXCLUSION AND LIMITATION OF LIABILITY

FOR ANY BREACH OF THESE TERMS AND CONDITIONS, BT’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 BT BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTIAL, SPECIAL DAMAGES OR ECONOMIC LOSS (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, EXPENDITURES, INVESTMENTS, COMMITMENTS OR LOST 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.

BT 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 BT 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.

For the purposes of this Section 12, “BT” includes its employees, subcontractors, and suppliers.

GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein without regard to principles of conflict of law. Without limiting the foregoing, Customer and BT 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 Québec Superior Court of Justice, in the city of Montréal, (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 defence of forum non-conveniens in any such suit, action or proceeding.

EXPORT CONTROL

By accepting this agreement you confirm that you are not located in (or a national resident of) any country under Canadian or U.S. Economic embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern or Canadian equivalent, on the US State Department Debarred Parties List or Treasury Department Designated Nationals exclusion list or any Canadian equivalent, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CRF 744) and hardware, software, technology, or services may not be exported, re-exported, transferred or downloaded to any such entity.

NOT FOR RESALE

Customer agrees and represents that it is buying for its own internal use within Canada and not for resale.