Purchase Terms

THESE PURCHASE TERMS APPLY TO ANYONE WHO PURCHASES PRODUCT(S) OFFERED THROUGH THIS WEBSITE OR WHO SUBMITS AN ORDER FOR PRODUCT(S) OFFERED THROUGH THIS WEBSITE (HEREINAFTER REFERRED TO AS “CUSTOMER” OR “YOU” AND WITH THE CORRESPONDING MEANINGS FOR TERMS SUCH AS “YOUR”, “YOURSELF” AND SIMILAR TERMS). THEREFORE, PLEASE READ THESE PURCHASE TERMS CAREFULLY. BY SUBMITTING A PURCHASE ORDER FOR PRODUCT(S) YOU INDICATE YOUR ACCEPTANCE OF THESE PURCHASE TERMS. IF YOU DO NOT ACCEPT THESE PURCHASE TERMS, THEN DO NOT USE THIS WEBSITE AND DO NOT ORDER OR PURCHASE ANY PRODUCT(S) OFFERED THROUGH THIS WEBSITE. THESE PURCHASE TERMS MAY BE AMENDED OR UPDATED BY 4WIRE TELECOM SERVICES INC. (“4Wire”) FROM TIME TO TIME WITHOUT NOTICE. THE PURCHASE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE WEBSITE, AND IT IS YOUR RESPONSIBILITY TO REVIEW THESE PURCHASE TERMS FOR ANY CHANGES. YOUR USE OF THE WEBSITE OR SUBMISSION OF A PURCHASE ORDER AFTER ANY AMENDMENTS OR UPDATES TO THESE PURCHASE TERMS SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH AMENDMENTS OR UPDATES.
 

Ordering and Quotes

Specific quantities of Product(s) may be ordered by You by submitting purchase orders to 4Wire. Each purchase order shall include: (i) unit quantity; (ii) shipping destination; (iii) delivery date, and (iv) any other instructions or requirements pertinent to the order. To the extent of any inconsistency between the terms of a purchase order and the terms of these Purchase Terms, the terms specified in these Purchase Terms shall control and take precedence. No additional terms in any purchase order shall have any effect unless approved in a quote issued by 4Wire prior to the submission of such purchase order. The issuance of a quote by 4Wire does not guarantee the availability of any Product(s) listed in such quote irrespective of any expiration date that may be indicated in such quote. You acknowledge and agree that all of the Product(s) listed on this website may not be in stock or available at the time you submit a purchase order. 4Wire shall only be obliged to deliver Product(s) specified in any quote after having accepted a purchase order submitted by You for such Product(s). All Product(s) sold by 4Wire to You are sold pursuant to the terms and conditions specified in these Purchase Terms.
 

Acceptance of Orders

A purchase order shall be deemed to have been placed by You as of the date of receipt of such purchase order by 4Wire. If You submit a purchase order, such purchase order shall not be binding on 4Wire and no obligation to supply Product(s) shall be imposed on 4Wire until it is accepted by 4Wire in writing. 4Wire will use commercially reasonable efforts to respond to each purchase order submitted by You within five (5) business days following receipt thereof; if 4Wire does not respond in writing within such time, then such purchase order shall be deemed to have been rejected in writing by 4Wire. 4Wire shall only be obliged to fulfill accepted purchase orders for Product(s) if You are not in default of any of its obligations under these Purchase Terms, including, without limitation, payment obligations and 4Wire shall have the right, without limitation, to withhold shipment or to stop shipments that are in the possession of a carrier or any other person.
 

Cancellation

You may not cancel any order on which You have requested any special artwork or branding or which are for goods that are not stocked by 4Wire and for which the applicable reseller or manufacturer does not permit cancellation. Subject to the foregoing restrictions, You may cancel the Product(s) specified in purchase order, provided that such cancellation notice is provided at least fifteen (15) days prior to the scheduled delivery date for the first of the Product(s) specified in that purchase order and subject to payment of the following fees: (i) fifteen percent (15%) of the invoice price of the canceled Product(s), or (ii) in the case of goods that are not stocked by 4Wire, the cancellation charge imposed by the applicable reseller or manufacturer of the applicable Product(s) plus a re-stocking fee of ten percent (10%) imposed by 4Wire. You may not cancel any Product(s) specified in a purchase order less than fifteen (15) days prior to the scheduled delivery date for the first of the Product(s) specified in that purchase order.
 

Re-Scheduling

You may reschedule the delivery date for the Product(s) in a purchase order or portion thereof that has previously been submitted to 4Wire, by sending written notice to 4Wire, subject to the following limitations: each purchase order may be rescheduled only once; and, any rescheduling may not delay delivery for more than thirty (30) days. If a purchase order has been re-scheduled, then cancellation rights set forth above shall not apply to the Product(s) in that purchase order.
 

Delivery

Subject to payment of all applicable charges (or the confirmation of applicable credit arrangements) and receipt of all other required documentation (such as any required export or import permits), 4Wire will use commercially reasonable efforts to deliver the Product(s) by the date specified in the applicable accepted purchase order. 4Wire will ship the Product(s) Ex Works the premises indicated the applicable quote or other written communication from 4Wire. Unless specified in advance by You, 4Wire will select a carrier in its own discretion. You shall be responsible for all freight, packing, insurance and other shipping-related expenses. You shall also be responsible for procuring any required export or import permits for the Product(s) and 4Wire shall have no responsibility or liability in connection with any exporting or importing of the Product(s) as may be necessary to deliver them to You. Risk of loss will pass to You upon delivery of the Product(s) by 4Wire or one of its agents, as the case may be, to the carrier. Title to the units of the Product(s) purchased by You shall pass to You upon payment by You to 4Wire of all amounts owing in respect to such Product(s) or delivery to the applicable carrier, whichever occurs later. Partial shipments of Product(s) by 4Wire are permitted. You acknowledge and agree that the prices specified for the Product(s) do not include any configuration or installation services and that You shall be solely responsible for such activities. Upon delivery all sales are final.
 

Prices and Payment

For Product(s) procured by You from 4Wire, You shall pay 4Wire the list price for the Product specified on the website, provided, however, if 4Wire provided You with an authorized quotation and Your purchase order for such quotation was accepted by 4Wire prior to the expiration date set forth in the quotation, then You shall pay 4Wire the amount specified in the quote. All payments must be made prior to shipment of the applicable Products unless alternative credit arrangements have been approved in writing by 4Wire. 4Wire is under no obligation to extend credit arrangements to You. All prices exclude taxes (including any applicable federal, state, provincial, use, value-added, goods and services, harmonized and local taxes, excluding taxes based on 4Wire’s net income) and the costs relating to the delivery of the Product(s). You shall pay to 4Wire the amount of all such taxes and additional costs. If You are required to withhold tax from any payments due to 4Wire, You shall gross up any payments made to 4Wire so that 4Wire receives the full amount due after such withholding. If 4Wire has extended credit to You and if any payment, or any other sum due to 4Wire under these Purchase Terms becomes past due for more than thirty (30) days, 4Wire may charge You a late payment charge of one percent (1%) per month (12.67% annually) or the maximum rate legally permitted, whichever is less, commencing from the date the payment first became overdue. Unless otherwise indicated on the website all amounts on the website are set forth in Canadian dollars and all amounts payable under these Purchase Terms shall be paid in Canadian dollars.
 

Price Changes

4Wire may change, in its sole discretion, any pricing listed on the website at any time. If 4Wire increases the price of a Product, all purchase orders for such Product accepted prior to the effective date of the price increase shall be invoiced at the previous price. If 4Wire reduces the price of a Product, 4Wire will offer such reduced pricing on any purchase orders You have placed with 4Wire for such Product but which have not yet been shipped at the time of publication of such reduced price. 4Wire may discontinue offering any Product at any time.
 

Warranty

To the extent that 4wire can pass through any Product manufacturer’s warranty to You, 4wire will do so. You shall use 4wire as Your point of contact for Product warranty inquiries. You shall not contact the Product manufacturer directly. You shall be responsible for all shipping costs to or from 4wire or the location to which You are directed by 4wire to ship any Product. Replacement Product(s) may consist of both new and used components or may have been previously installed. All Product(s) that are replaced becomes the property of 4wire. No Product(s) may be returned to 4wire without a Return Merchandize Authorization (an “RMA”) number. Prior to return of any Product(s) to 4wire for any reason, You shall first request an RMA number from 4wire (which may be requested through any telephone numbers or email addresses provided by 4wire to You for this purpose) and advise 4wire of the quantity, serial number(s), original purchase order number(s), and shall provide a detailed reason for such Product(s) return. 4wire will accept warranty returns only after an RMA number is issued by authorized 4wire personnel for the return of such Product(s). Unauthorized Product returns, or Product returns that fail to display the appropriate RMA number, shall be subject to reshipment to You, freight collect. Within thirty (30) days of receiving Product(s) returned under warranty, 4wire shall assess the returned Product(s) and provide a response. Where the warranty claim is valid, 4wire shall, within sixty (60) days of the return of the applicable Product, repair or replace the Product or issue a credit to You for the purchase price of such Product. Any products which have been damaged in transit  due to improper shipping , packaging or other factors beyond the control of 4wire will not be accepted. The customer shall be responsible for all shipping and handling costs for any replacement Product(s) if applicable.
 

Disclaimer of Implied Warranties

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION ENTITLED “WARRANTY”, 4WIRE MAKES NO OTHER REPRESENTATIONS AND PROVIDES NO OTHER WARRANTIES OR CONDITIONS. 4WIRE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, DURABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
 

Limitation of Liability

IN NO EVENT SHALL 4WIRE (INCLUDING ITS AFFILIATES, SUBCONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, DIRECTORS OR EMPLOYEES) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, PROPERTY DAMAGE, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. IN NO EVENT SHALL 4WIRE’S (INCLUDING ITS AFFILIATES, SUBCONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, DIRECTORS OR EMPLOYEES) LIABILITY UNDER THESE PURCHASE TERMS TO YOU, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION (INCLUDING FUNDAMENTAL BREACH, TORT, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACTUAL OR TORT CLAIM), EXCEED TOTAL PAYMENTS MADE BY YOU TO 4WIRE FOR THE PRODUCT(S) DIRECTLY RELATED TO ANY ACTION BROUGHT BY YOU.
 

Indemnification

YOU SHALL DEFEND, INDEMNIFY AND HOLD 4WIRE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM AND AGAINST ALL CLAIMS, THREATS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, OBLIGATIONS, COSTS, AND EXPENSES INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANYONE DUE TO OR ARISING OUT OF YOUR USE OR OTHER EXPLOITATION OF ANY PRODUCT(S) PURHASE BY YOU FROM 4WIRE.
 

Licenses/Intellectual Property

If and to the extent that any of the Product(s) contain any software and/or firmware, You are authorized to use such software and/or firmware in accordance with the terms and subject to the conditions specified by the applicable manufacturer in its end-user license for such software and/or firmware. You may not use any software and/or firmware provided with any Product separately from such Product. You shall not reproduce, modify, reverse engineer, decompile, disassemble, or create derivative works based upon any software and/or firmware furnished by a manufacturer with any of the Product(s) without such manufacturer’s prior written consent. You acknowledge and agree that You do not acquire any ownership or other proprietary rights in any Product manufacturer’s software and/or firmware by virtue of any rights granted to You in respect to such software and/or firmware pursuant to any manufacturer’s end-user license. The rights and licenses granted under these Purchase Terms are only as expressly set forth in these Purchase Terms. No other license or right is or shall be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of these Purchase Terms or any conduct of either party under these Purchase Terms.
 

Force Majeure

4Wire shall not be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, weather, fires, floods, accidents, power failures, strikes, picketing, default by common carriers or failure to perform by manufacturers or suppliers.
 

General

These Purchase Terms are the entire agreement between You and 4Wire in respect to the purchase by you of any Product(s) from 4Wire, superseding any other agreements or discussions, oral or written, and may not be changed except by a written agreement with 4Wire. The provisions of these Purchase Terms shall prevail over any pre-printed terms on any orders or purchase orders and shall prevail over any other communications between the parties in relation to the Product(s). You may not assign your rights or obligations under these Purchase Terms whether voluntarily, by operation of law, or otherwise without 4Wire’s prior written consent. 4Wire may assign these Purchase Terms at any time without notice. The failure of 4Wire to claim a breach of any provision of these Purchase Terms shall not constitute a waiver of such breach or the right of 4Wire to enforce any subsequent breach of such provision. If any provision of these Purchase Terms is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of these Purchase Terms and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. Nothing contained in these Purchase Terms shall be deemed to constitute either party or any of its representatives the partner, agent, franchisee, or legal representative of the other party or to create any fiduciary relationship for any purpose whatsoever. These Purchase Terms shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. No choice or conflict of laws rules of any jurisdiction shall apply to these Purchase Terms. You shall only be entitled to bring any action or proceeding arising out of or relating to these Purchase Terms or the Product(s) in a court in Ottawa, Ontario, Canada, and You consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that You may have or that may hereafter arise to contest such jurisdiction of such courts for any action or proceeding brought by You. You hereby waive any right You may have to request a jury trial with respect to any action brought by You in connection with these Purchase Terms or the Product(s). The application of the United Nations Convention on Contracts for the International Sale of Goods to these Purchase Terms is expressly excluded. The parties agree that these Purchase Terms shall be fairly interpreted in accordance with their terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the party that drafted the relevant language.