HALO METRICS INC. (“Halo”) shall provide customer named above (“Customer”) with the goods and services described above, on the following terms:
1. TERM Rates agreed in writing by Halo shall be good for 30 days from the date quoted, and shall include only specified labour hours; Customer shall pay for excess hours at Halo’s rates in effect when service is provided.
2. PAYMENT Halo may issue invoices for goods and services in accordance with its usual billing policies from time to time. If any installation or other service is delayed by Customer, Halo may issue invoices on the estimated supply dates set out on the face of this Agreement. Customer shall pay all invoices within thirty (30) days of issue, together with interest at 24% per annum on all overdue amounts unless otherwise agreed. Halo may terminate this Agreement without notice in the event of any breach of this Agreement by Customer. Halo may increase its service rates and product prices at any time. For ongoing service agreements, if Customer cancels this Agreement before expiration of the initial term, Customer shall pay Halo a cancellation fee of 60% of the aggregate remaining annual service charges for the unexpired portion of the term. Customer shall pay in addition to the price(s) stated above, any taxes, import duties or other governmental charges imposed on purchase or use of goods. This obligation shall survive delivery, acceptance and payment of the sale price.
3. TITLE Title to goods purchased by Customer remains with Halo until the price is paid in full. If price is not paid when due Halo may without any liability or obligation to repair premises, repossess the goods whether or not attached to any premises. Halo at its option may leave all or any part of goods sold in the premises. All goods are FOB Halo’s place of business; Customer shall have all risk of loss upon delivery of goods to the carrier.
4. INSTALLATION Customer shall pay overtime charges and rates for any work required outside Halo’s regular business hours. Halo shall not be liable for delays in provision of goods or services, or for any interruption of services, due to strikes, floods, riots, fires, explosions, acts of God, or causes beyond Halo’s control. Customer authorizes Halo and its authorized employees and agents to enter Customer’s premises for the purposes of installing, inspecting, and servicing goods as requested by Customer. Customer shall maintain its premises so as to avoid impairing the provision of services hereunder. Halo shall use reasonable care in providing all services, but Customer accepts all damage to premises that may be caused by Halo in installing, repairing, servicing and removing products. Customer shall timely notify Halo of any alteration, repair, or other condition of the premises that might affect Halo’s work.
5. LIMITED WARRANTY This section 5 is the sole and exclusive warranty applicable to any goods and services provided by Halo. Customer waives all other warranties whether express or implied, including without limitation warranties of merchantability and fitness for a particular purpose.
Installation Services: Halo warrants that any installation services supplied by Halo shall be performed in a good and workmanlike manner and in accordance with any written standards provided to Halo by the manufacturer of the equipment installed.
Goods Sold: All goods sold by Halo are provided subject to the manufacturer’s warranty, if any. Halo shall assign to Customer any such warranty provided to Halo by a manufacturer, to the extent it is assignable. The applicable manufacturer’s warranty, if any, is the sole warranty provided with respect to the goods supplied by Halo. Halo makes NO INDEPENDENT OR ADDITIONAL WARRANTY that any goods are free from any defect, conform to any specification or sample, or are fit for their intended purpose.
Customer acknowledges that Customer’s sole and exclusive remedy under any applicable manufacturer’s warranty shall be the repair or replacement at manufacturer’s option of defective equipment, and that any applicable manufacturer’s warranty will not cover negligent use, abuse, misuse, acts of God, expendable materials or supplies (such as, but not limited to, lamps or batteries), any product that has been modified, any product that has been tampered with or repaired by Customer or another party not authorized by manufacturer, any product to which any equipment or material not supplied by manufacturer is connected without manufacturer’s approval, and will not apply to software.
EXCEPT AS EXPRESSLY STATED ABOVE, ALL RISK OF LOSS OR DAMAGE TO GOODS SOLD, HOWEVER CAUSED, INCLUDING NORMAL WEAR AND TEAR AND CAUSES OUTSIDE CUSTOMER’S CONTROL, SHALL BE CUSTOMER’S SOLE RESPONSIBILITY AND CUSTOMER SHALL PAY ALL COSTS OF REPAIR OR REPLACEMENT.
6. LIABILITY Halo does not guarantee that goods or services will not fail, or that Customer will incur no loss from any failure. Customer’s payments to Halo are solely for the goods and services described herein. Halo recommends that Customer obtain insurance to cover damages arising from any failure.
HALO SHALL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE, INCLUDING WITHOUT LIMITATION ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE, BUSINESS LOSS, PERSONAL INJURY OR DEATH, INCURRED OR SUFFERED BY CUSTOMER OR ANY EMPLOYEE, AGENT, CONTRACTOR OR INVITEE OF CUSTOMER, ON WHOSE BEHALF THE CUSTOMER HEREBY CONTRACTS AS AGENT, ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY GOOD OR SERVICE SUPPLIED BY HALO, EVEN IF DUE TO NEGLIGENCE (INCLUDING GROSS NEGLIGENCE) OF HALO OR ITS EMPLOYEES OR CONTRACTORS, OR HALO’S FUNDAMENTAL BREACH OF THIS AGREEMENT.
Any action against Halo in connection with this Agreement must be commenced within one year after the date of supply of the particular good or service that gives rise to the cause of the action. If Halo is found liable to Customer or any third party as a result of this Agreement or the goods and services supplied by Halo to Customer, Halo’s aggregate liability shall in no event exceed the lesser of: 50% of the amount paid by Customer for the specific good or service that gave rise to the liability; or $CDN25,000.00.
Customer shall indemnify Halo against any claim, loss, damage or expense in relation to Customer’s business, premises, or use of goods supplied by Halo. Customer's liability to Halo under this indemnity shall not exceed the amount paid by Customer for goods and services provided by Halo.
7. GENERAL Customer may not assign this Agreement without Halo’s prior written consent. Halo may assign all or any of its rights or obligations hereunder. Any notice given hereunder may be mailed by prepaid registered post to the intended recipient at its address set forth above, and shall be deemed given and received on the third business day after it is so mailed. This Agreement is the entire contract between Halo and Customer and no agreement, understanding, representation or warranty, either express or implied, that is not expressly stated herein shall in any way vary, alter, add to or modify the terms hereof. No waiver by Halo of any right shall be binding on Halo unless in writing and signed by Halo’s president. No waiver by Halo of any default shall constitute a waiver of any subsequent default. Customer is solely responsible for selecting goods and services supplied by Halo. Any purchase order issued by Customer accepting this Agreement or ordering any goods or services offered by Halo shall be deemed acceptance by Customer of the terms and conditions herein notwithstanding any terms and conditions on the purchase order, which are rejected. This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada and Customer irrevocably submits to the jurisdiction of the Supreme Court of British Columbia at Vancouver. If any provision hereof is found illegal, invalid, or void under any applicable law, such provision shall be read down only to the extent necessary to accommodate such finding, and the remaining provisions shall not be impaired and the agreement shall be interpreted as far as possible so as to give effect to the words hereof.
Western Canada: 1.800.667.9199
Eastern Canada: 1.800.667.3390