Clients Terms and Conditions
Infodev Electronic Designers International Inc. here after named Infodev
Acceptance of Orders/Terms
Infodev reserves the right to reject any order. Possession of a price list does not constitute an offer to sell. Orders shall be initiated by Infodev through an Order Form or Quotation to the Buyer, which must return it signed with or without a Purchase Order with always a copy by email to POCLIENT@INFODEV.CA at the same time. Acceptance of any order by Infodev is expressly conditioned on the Buyer’s assent to the terms and conditions set forth herein (“Terms”) and the waiver by the Buyer of any terms and conditions contained in any order form, confirmation, or any other communication of the Buyer, whether previously or hereafter delivered to Infodev, which either add to, differ from, modify, conflict with, or are otherwise inconsistent with any term or condition herein. Infodev hereby gives notice of its objection to any additional or different terms or conditions in any such order form, confirmation, or communication. The Buyer’s failure to object in writing to these terms prior to the Buyer’s acceptance of the Order will constitute agreement by the Buyer to these Terms.
Acceptance of any order of more than $20,000 CAD need to be confirmed in writing by an Infodev officer or a duly authorized person by a resolution of the board of Infodev.
Hold for Release Order
An order may be placed on a hold-for-release status. Prices are firm for three (3) months from date of order acceptance. The price of all hold-for-release orders not released by the Buyer for immediate shipment within three (3) months from the date of order acceptance will be increased up to 10% over initial order price to cover increased cost of labour and material. All hold-for release orders not released for immediate shipment within six (6) months from the date of order acceptance may be cancelled by Infodev and subject to a 25% cancellation charge based on the price of the order.
Product Changes
Infodev reserves the right to discontinue the manufacture or sale of any product (“Product”) or services (“Services”) at any time or to alter, modify, change part number designation or redesign the Infodev products.
Prices
Prices are subject to change without notice. All prices are in Canadian Dollars, United States Dollars, Great British Pound or Euros as specified on the Ordering Form. International payment terms are cash in advance or irrevocable, confirmed letter of credit, due at site. In the event of a price increase, all accepted orders on hand will be filled at lower prices provided such orders are released for shipping prior to the effective date of the price increase. If the orders are not released for shipment prior to the price increase, the orders will be billed at prices in effect at the time of shipment (special quoted orders that cannot be released for shipping prior to the price increase may be subject to an increase in price). In the event any governmental action or request should prevent Infodev from implementing any price or continuing any price already in effect, Infodev may at its option cancel the Buyer’s order or any part thereof.
Taxes / Duties
All prices are exclusive of federal, state, provincial or local sales, use or other taxes, as well as all duties, import fees, tariffs or other assessments all of which are the responsibility of the Buyer.
Payment Terms / Credit Approval
Payment terms are Payment in Advance unless alternative payment terms have been defined in the Order Form.Credit approval may be required prior to any shipment. To qualify, the Buyer must complete an application and be approved by Infodev’s finance department. Please allow two (2) or three (3) weeks for processing. All invoices, whether partial or in full, shall be due and payable in full by the Buyer pursuant to the terms set forth thereon. Invoices not timely paid are subject to a late payment charge of 1.5% per month – 18% per year, or the maximum rate allowed by law, which interest charges shall accrue beginning on the invoice due date. If the Buyer becomes insolvent, files or has filed against it a petition in bankruptcy, makes any assignment for the benefit of creditors, or has a receiver or trustee appointed for it or its property; or takes action to liquidate or otherwise cease doing business as a going concern; or undergoes a change in ownership; or fails to provide adequate assurance or security for credit extended; or takes any other action that Infodev determines in its sole discretion adversely impacts the conditions under which credit was extended, then all amounts outstanding from the Buyer hereunder shall at Infodev’s option become immediately due and payable.
All payments, whether under the standard payment terms or otherwise, shall be considered received by Infodev as follows: (1) for payments by check, when the check is received at Infodev’s designated payment location, and (2) for payments by electronic funds transfer, two business day on after the fully funds are available to Infodev.
Buyer shall pay all undisputed invoices regardless of any dispute that may exist as to other delivered or undelivered goods. With respect to any disputed invoice, the Buyer shall pay all amounts not in dispute. The Buyer expressly waives the right to assert any offset or counterclaim with respect to amounts due under any invoice issued by Infodev hereunder. The Buyer shall lodge any dispute of any invoice or part of invoices to Infodev, with all supporting evidences, with 10 days of receipt of the invoice. Failure to do so shall be deemed as final acceptance by the Buyer invoice without dispute.
Infodev reserve the right to hold or cancel order and/or deliveries if payment terms are not respected without any penalties or damages.
Cancellation / Change Orders
Orders may be revised or cancelled by the Buyerprior to the date of shipment and only with Infodev’s prior consent. All cancelled ordersshall be subject to a cancellation charge of 25% of the order price. If not cancelled as provided herein, the Buyer shall be liable for the full order price. If any amount due Infodev is collected by, or attempted to be collected by, a third party collection agent, Infodev shall be entitled to recover all collection expenses, including attorney’s fees.
All cancellation or change orders of more than $20,000 CAD need to be confirmed in writing by an Infodev officer or a duly authorized person by a resolution of the board of Infodev.
Infodev shall have the right to terminate any Order in whole or in part at any time without cause by giving prior written or oral notice to Buyer effective upon receipt. All of the obligations, terms, and conditions contained herein, including but limited to, indemnities shall survive termination of this Order.
Packaging / Shipping / Risk of Loss
Unless otherwise agreed by Infodev in writing, Infodev shall select the method of shipment and carrier, and costs for shipping shall be billed to the Buyer in accordance with the carrier’s then current price list. Costs for special packaging and/or handling requested by the Buyer shall be the responsibility of the Buyer. The risk of loss or damage shall pass to the Buyer upon delivery to the carrier. Infodev assumes no responsibility for insuring shipment unless specifically agreed to in writing by Infodev, in which case the cost of insurance shall be added to the Customer’s account.
All Shipments
All items shipped may be invoiced, including items shipped as part of warranty exchange. Unless otherwise agreed, all shipments are EXW (Ex Works) Incoterms® 2020 Infodev located in Québec, Qc, Canada. Title and “Risk of Loss” passes to Buyer upon delivery by Infodev to the carrier. The Buyer has legal responsibility to file transportation claims for damage/shortage with the carrier. See the section on “Transportation Claims” below. A processing fee of $125 CAD may apply to each shipment and extra fee may be charged for packaging.
Transportation Claims
Any claims for damage, loss, or shortage should be filed by the Buyer with the respective transportation carrier in writing immediately upon receipt of the Infodev Products. In no event shall Infodev be liable for damage or loss to a shipment caused by a carrier. If shortage exists with respect to any shipment and it is not concealed, the Buyer shall secure a notation of such shortage from the carrier on the freight bill or delivery receipt. If shortage is concealed, the Buyer must notify the carrier and Infodev within 5 days. No claims for damage, loss, or shortage will be allowed unless they are accompanied by an inspection report or signed delivery receipt noting such damage, loss, or shortage signed by a representative of the carrier and forwarded to Infodev within 10 days of the invoice date.
Return of Infodev Product
The Buyer may return new and unopened Infodev Products only with prior written authorization by Infodev on a Returned Merchandise Authorization (RMA), with the exception of custom products which are not returnable. Non-stocking Buyer will be charged a minimum restocking charge of 25% of the cost of the returned goods and shall be responsible for freight and duties to return the Infodev Product.
All RMA of cumulative value of more than $5,000 CAD need to be confirmed in prior in writing by an Infodev officer or a duly authorized person by a resolution of the board of Infodev.
Force Majeure
Infodev shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in the law, changes in the tariffs, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labour or materials through its regular sources. Infodev’s time for performance of any such obligation shall be extended for the time period of such delay or Infodev may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to the Buyer.
Limited Warranty
Products manufactured by Infodev are warranted against defects in materials and manufacturing under normal use for a period of one (1) years from the date of delivery. In the event of a product failure due to materials or workmanship, Infodev will repair or replace the defective product. For warranty service, after receiving an RMA number from Infodev, return the defective product to Infodev, shipping prepaid, for prompt repair or replacement. The foregoing sets forth the full extent of Infodev’s warranties regarding the products. Repair or replacement at Infodev’s option is the exclusive remedy.
This warranty is given in lieu of all other warranties, express or implied, and Infodev specifically disclaims all warranties of merchantability or fitness for a particular purpose. In no event shall Infodev, its representative or licensors be liable for damages in excess of the purchase price of the product, for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings, or other incidental, special or consequential damages arising out of the use or inability to use any product, to the full extent such may be disclaimed by law. Some states and provinces do not allow the exclusion or limitation of incidental or consequential damages. Therefore, the foregoing exclusions may not apply in all cases.
This warranty provides specific legal rights. Other rights, which vary from state to state or province to province, may also apply.
The limited warranty does not cover damage caused by external issues, inappropriate usage or installation in a manner incompatible with Infodev’s recommendations or product requirements.
Limitation of Liabilities
Infodev limits its liability, regardless of the nature thereof, to a maximum of the agreed price for the Product in question.
For avoidance of doubt, Infodev shall not be liable for any incidental or punitive loss or consequential loss, including but not limited to: indirect or direct loss of profits, anticipated profit, loss of business or business interruption, loss of revenue or turnover, loss of production or other economic advantage, goodwill, contracts, opportunity or loss of or corruption of data, data usage, tort (including negligence, strict liability, or any other theory) or for any consequential loss or damage; whatsoever and howsoever arising and irrespective of the cause of such loss or damage, including amongst other things where such loss or damage is caused by or contributed to by the negligence on the part of the Buyer.
The limitations of liability as mentioned in the previous paragraph is also applicable to defaults in the performance of repairing shortcomings in the Products.
Infodev will bear no liability at all, and any claim in respect of an alleged shortcoming on the part of Infodev will not be valid, if;
Infodev is not liable for damage arising as a result of normal wear and tear of the Product it has supplied. If and insofar as the provisions of this article conflicts with the provisions of the previous article on warranty the provisions of this article will prevail.
For the purposes of this article unlawful action is also considered as an attributable shortcoming.
The foregoing limited warranty provides the Buyers’s sole and exclusive remedy relating to Infodev Products and Services. The total liability of Infodev on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with, or resulting from, Infodev product’s performance or breach of the foregoing limited warranty or from Infodev sale, delivery, repair, or replacement of any products, or the furnishing of any services, shall in no event exceed the purchase price allocable to the specific product which gives rise to the claim and any and all such liability shall terminate upon the expiration of the limited warranty set forth above.
In no event shall Infodev be liable for any indirect, special, incidental, consequential, or punitive damages, even if informed of the possibility of such damages whether as the result of breach of contract, warranty, tort (including negligence, strict liability, or any other theory).
Intellectual property
The intellectual property rights with regard to Products or Service and other documents including (but not limited to) offers supplied by Infodev to the Buyer rests solely with Infodev. The Buyer shall return such documents to Infodev immediately upon demand. The Buyer agrees that Infodev owns all rights, titles, and interest in the Product, software, documentation and in all of Infodev’s patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, sale, operation or service of the Product. The use by the Buyer of any of these property rights shall only be done for the purposes herein set forth. Nothing contained in this agreement shall grant to Buyer any right, title or interest in Infodev’s intellectual property right, whether background or foreground. At no time during or after the term of this agreement shall the Buyer challenge or assist others to challenge Infodev’s intellectual property rights or the registration thereof or attempt to register any intellectual property rights similar to those of Infodev.
If Infodev sells software or Products containing software – or makes software available under a different title – it is acknowledged and agreed between the Parties that despite the use of words such as “buy” or “sell”, a license is merely being granted for this software, and that the intellectual property of the software is not being sold. This license is non-exclusive, non-transferable and the Software shall be used in unchanged form only for the purpose stated in this agreement. The licensed software is for internal use only by the Buyer and, unless otherwise agreed, only for use on one computer. If Infodev, for its part, has obtained a sub-license for the software from a third party, it is acknowledged and agreed between the Parties that only the third party is the owner of the software and can realize rights of ownership regarding it.
The Buyer is not permitted to remove or modify any notice in relation to copyright, brand names, trade names or other intellectual or industrial property rights from the software or from movable goods supplied.
Infodev is entitled to adopt technical measures to protect the equipment and software it is going to provide.
The Buyer is not allowed, without the prior written consent of Infodev, to dismantle or decompile, reverse engineer, copy, translate, adapt, introduce variations to, or modify all or part of the Products or software supplied by Infodev, except where permission is granted as a result of the applicable license terms and conditions and in is not allowed to remove or go around safety measures or technical limitations of the Product or Software. The Buyer is however allowed to make an encrypted back-up of the Software which is identical to the original as long as it has the same identifications of the rightful owner of the Intellectual property rights and warnings of confidentiality.
If the Buyer modifies the software and/or Product supplied by Infodev under any Contract to which these conditions apply to such an extent that the result is new original work, the Buyer undertakes to assign all intellectual and industrial property rights, including copyright, in relation to this new original work to Infodev without compensation.
If the Buyer manufactures applications itself with the help of a software package to be supplied by Infodev, the Buyer becomes the owner of these applications. If the applications manufactured by the Buyer do not work properly, and it is the Buyer’s opinion that this is the result of a fault in the software supplied by Infodev, the onus is on the Buyer to prove that this is the case.
If Infodev is commissioned by the Buyer to manufacture new software components based on specific software technical specifications described in the Order, such as, for example, an ActiveX component, the Buyer becomes the owner thereof upon payment, unless otherwise agreed. Any other software development performed by Infodev in general or in relation to the Order that is not performed based specific software technical specifications described in the Order at the time of the acceptance will remain the property of Infodev. If the Buyer alleges that the software manufactured by Infodev is faulty, the onus is on the Buyer to prove this.
Export Control
The sale, resale or other disposition or Products and any related technology or documentation are subject to the export control laws, regulations and orders of Canada and the United States and may be subject to the export and/or import control laws and regulations or other countries. The Buyer agrees to comply with such laws, regulations and orders and agrees that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. The Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
INTERMEDIARY ENGAGEMENTS
For the purpose of this section, “End-Customer” means any intermediary or ultimate end‑customer, user, beneficiary or intended party for which the Buyer is purchasing the Product/Services, whether described or implied in the Order or not. “Backcharge” means any debit note, setoff or other charge asserted by Buyer or any third party against Infodev relating to the Goods/Services or as a direct or indirect result of the Order.
The Buyer is an independent contractor and has no authority to bind Infodev or to make any commitment on Infodev’s behalf to any End-Customer or any third party.
The Buyer represents and warrants that it has and will maintain current, written authorization, including those needed for Infodev to fulfill any obligation in relation to the Order and any obligation associated with any contract with the End-Customer, from any End-Customer for any role it claims to perform in relation to the Goods/Services and shall provide verifiable copies to Infodev on request.
The Buyer shall immediately notify Infodev if any End-Customer authorization is limited, disputed, or revoked. Infodev may suspend or terminate performance (without liability) until satisfactory evidence is provided.
Infodev is not bound by any statements, commitments or assurances made by Buyer to the End-Customer or any third party unless expressly confirmed in writing by Infodev.
To the maximum extent permitted by applicable law, Buyer shall indemnify, defend and hold harmless Infodev, its affiliates and their directors, officers, employees, and agents from and against all claims, demands, suits, proceedings, liabilities, losses, damages, fines, penalties, settlements, interest, costs and expenses (including reasonable legal/experts’ fees) arising out of or related to:
a) any allegation by the End-Customer or any third party that Infodev breached any existing contract or agreement or other End-Customer obligations to the extent caused by Buyer’s acts and/or omissions;
b) Buyer’s performance, non‑performance, representations, warranties, statements or communications to the End-Customer or any third party;
c) any Backcharge, debit note or similar asserted by any End-Customer, a financial institution, card network or other third party or intermediary in connection with the Goods/Services provided through Buyer;
d) personal injury, death, property damage, product liability or professional errors/omissions to the extent caused by Buyer;
e) infringement or misuse of IP, confidentiality or data protection violations by Buyer; and
f) the Buyer’s breach of this Agreement or applicable law.
Nothing in this Agreement releases Infodev from liability to the extent such release would be prohibited under applicable law (including, in Quebec, for intentional fault or gross negligence).
The Buyer shall not initiate or request any Charge‑Back or similar reversal with respect to payments due to Infodev.
Buyer is responsible for, and shall reimburse Infodev within 10 days of demand for, any Charge‑Backs, debit notes, claw‑backs or similar amounts (including related fees, penalties and costs) initiated by any End-Customer, a bank, card network or other third-party arising from transactions under this Agreement.
Buyer shall not issue Backcharges against Infodev unless expressly agreed in a signed change order describing the basis and amount.
Infodev may require a reserve or deposit (e.g., 20% of projected billings) to cover potential Charge‑Back exposure; Infodev may draw on such reserve to satisfy amounts owed by Buyer.
Infodev may set off any amounts owed to Buyer against amounts Buyer owes to Infodev under this Agreement or any other agreement.
Infodev may suspend any performance (without liability) if (a) Buyer’s End-Customer authorization is disputed or revoked, (b) Infodev reasonably believes performance may conflict with any existing obligation between Infodev and any End-Customer or third party, or (c) Buyer is in breach. Infodev may terminate immediately for Buyer breach, insolvency, failure to maintain insurance, failure to reimburse Charge‑Backs, or legal non‑compliance. On suspension/termination, Buyer shall cease representing or interfacing with the End-Customer with respect to the Goods/Services, return or destroy Infodev confidential information, and provide reasonable transition assistance at no additional charge to avoid disruption to the End-Customer or Infodev.
Entire Agreement
The terms and conditions contained herein constitute the entire agreement between Infodev and the Buyer and supersede any and all prior agreements, whether oral, written, or implied. No modification of these terms and conditions shall be effective unless made in writing and executed by Infodev officer. Any amendment must be signed by both parties.
Administrative‑Only Purchase Orders
Any Buyer purchase order, or any other purchasing document may be used for invoicing or tracking only. No pre‑printed or referenced PO terms shall add to, delete from, or modify this Agreement; any such terms are rejected and void.
General
This agreement shall not be assigned by the Buyer without the prior written consent of Infodev, and any assignment made without such consent shall be null and void. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This agreement shall be governed by and construed in accordance with the laws of Quebec, Canada, without giving effect to its conflicts of law provisions. The Buyer hereby expressly consents to the exclusive jurisdiction of the Quebec courts to settle any disputes arising from these terms or the sale of Infodev Product to the Buyer.
The Buyer shall impose written obligations on its personnel and any permitted subcontractors that are no less protective of Infodev than these Terms, and the Buyer remains fully responsible for their acts/omissions. The Buyer shall not subcontract material obligations without Infodev’s prior written consent. Buyer remains fully liable for subcontractors and shall ensure they comply with these Terms.
The Buyer shall maintain accurate records relating to performance and amounts payable under this Agreement for at least 7 years and, on reasonable notice, permit Infodev (or its auditor) to audit such records to verify compliance, including with respect to Charge‑Backs and flow‑down obligations.All contract, contract changes, non-disclosure or any commercial agreement must be confirmed in prior in writing by an Infodev officer or a duly authorized person by a resolution of the board of Infodev.
The Buyer shall comply with all applicable laws/regulations (including export controls, sanctions, anti‑corruption, competition/antitrust, health & safety, data protection). The Buyer shall use any technical information or documentation provided by Infodev only to perform under this Agreement, shall keep it confidential, and shall return/destroy it on request.
Except as expressly stated, this Agreement creates no third‑party beneficiary rights. Infodev may disclose these Terms to the any third party at its own discretion.
Formal notices to Infodev must be in writing and delivered to the addresses set out in the Order.
If any provision is unenforceable, it shall be narrowed to the minimum extent necessary; the remainder remains in effect.
Failure to enforce a right is not a waiver.
These Terms and Condition are subject to change without notice.
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