For the Purchase of SafeTracks GPS Canada Inc. Products
(Including TRiLOC™ branded products)
These ARE General Terms & Conditions OF SALE for the Purchase of TRiLOC™ PRODUCTS (“AGREEMENT”). THEY provide you with important information about the TRiLOC™ HARDWARE you have purchased or intend to purchase. You as the buyer (“Buyer” OR “YOU”) hereby agree to these Terms and Conditions when submitting an order, ONLINE OR OTHERWISE, for any TRiLOC™ PRODUCT.
By finalizing your purchase, you, the Buyer, and, if applicable, any end user (“End User”) on whose behalf you are making this purchase for (you and the End User are hereafter collectively referred to as “Buyer”) agree to be bound by and accept the terms and conditions provided below. If you and/or the End User, as the case may be, disagree with any of these terms and conditions, do not finalize Your order, or if the order has been placed, return the product immediately upon receipt without using it.
YOU ALSO AGREE THAT YOUR Use of the Product WILL also be governed by:
License and service agreement (for TRiLOC™ Location Based Service)
LIMITED WARRANTY http://www.safetracksgps.com/limited-warranty/
and other documents provided ON SAFETRACKS GPS CANADA INC’S website http://www.safetracksgps.com UNDER “LEGAL AGREEMENTS” from time to time.
All of the above agreements are incorporated herein by reference and You should review, from time to time, the then-current versions of the above agreements provided on our website.
For the purposes of this Agreement, the following words shall have the meanings assigned to them below:
“Confidential Information” means all know-how, designs, drawings, pricing information, specifications and other information, whether or not reduced to writing, relating to: (a) the design, manufacture, use, marketing and service of any Products of TRiLOC™ ; (b) information comprising TRiLOC™ ’s trade secrets or relating to the business of TRiLOC™ that may be divulged to you that is not generally known to the public; (c) data and source code; (d) marketing; and (e) other sensitive information relating to TRiLOC™ , the Products or services provided by TRiLOC™ that is not generally known to the public.
“Product(s)” shall refer to any and all: (i) hardware devices, including without limitation personal location device(s); (ii) accompanying items and accessories; and (iii) hardware devices, items or accessories containing pre-installed software.
“Specifications” means only to the detailed specifications or descriptions of the Products as provided by TRiLOC™.
“TRiLOC™”, “we” or “our” shall refer to SafeTracks GPS Canada Inc. No distributor or dealer is authorized to or may bind TRiLOC™ in any manner whatsoever, and may not modify this Agreement in any way without the express written consent by an authorized representative of TRiLOC™.
“Website” shall refer to TRiLOC’s™ website located at http://www.safetracksgps.com.
By entering into this Agreement, you:
- accept all provisions of the Agreement and understand that the Product does not provide guaranteed results;
- agree to inform all person(s) whose location you wish to track in accordance with these terms and you warrant to TRiLOC™ that you can lawfully and do provide consent for such use on behalf of such person(s). Any other uses of the Product are not authorized by TRiLOC™ and are undertaken at your own risk;
- acknowledge that the Product is not a medical device, not a life saving device and is to be considered a back-up device to any recommended practice. It does not replace common sense;
- understand that the Product must only be used with a valid TRiLOC™ service package, as detailed on the Website;
- acknowledge that you have received and had the opportunity to review a copy of the Agreement; and
- agree that you will: (a) follow all instructions for the Product, (b) inspect the Product for damage daily, (c) not expose the Product to extreme temperatures or conditions, (d) test and charge the Product each day before use, and (e) not reverse engineer, decompile or disassemble the Product or any software of TRiLOC™.
1.1 Acceptance. Any order placed by Buyer and accepted by TRiLOC™ (“Order”) shall be governed solely by this Agreement, the other agreements referred to above and any other written provisions mutually agreed upon. TRiLOC™ does not accept, and hereby expressly objects to and rejects, any terms contained in any purchase order or other document or communication issued by Buyer that are different from, conflict with, modify and/or add to this Agreement. No modification or addition to this Agreement shall be effective unless agreed to in writing and signed by an authorized representative of TRiLOC™. Any oral understandings are expressly excluded and terms and conditions found on any Buyer document shall not be valid. TRiLOC™ shall not be deemed to have waived any term or condition in this Agreement if it fails to object to any additional or conflicting provisions appearing on, incorporated by reference in, or attached to Buyer’s purchase order form or other document received. TRiLOC’s™ catalogs and price lists do not constitute an offer. TRiLOC™ reserves the right to reject or refuse any Order submitted for its acceptance.
1.2 Orders. Any order submitted online or otherwise is subject to acceptance by TRiLOC™. Only upon acceptance by TRiLOC™ by way of an order confirmation is the agreement deemed to be concluded. TRiLOC™ reserves the right to reject any orders, at its discretion, in full or in part, or to apply a maximum order amount. All orders for hardware are subject to stock availability.
1.3 Use by Buyer. Buyer agrees that it is not purchasing the Product for use in connection with any high-risk or strict liability activity whereby such usage could cause or contribute to damage to property or injury to persons. The Buyer understands that it may not resell the Product unless it is a legal and authorized reseller of TRiLOC™
1.4 Entire Understanding. Except for (i) any payment terms agreed to in writing by an authorized TRiLOC™ representative per Section 5, and/or (ii) any addendum or separate agreement signed by an authorized representative of Buyer and TRiLOC™ that specifically amends or overrides this Agreement, this Agreement shall constitute the entire understanding and agreement between Buyer and TRiLOC™ .
2.1 Date . Any delivery date stated in any document (including an Order) is approximate only and shall not constitute any guarantee of delivery on any particular date.
2.2 Terms. Delivery shall be F.O.B. TRiLOC’s™ factory (or FCA for export per INCOTERMS 2000) for all Products purchased from SafeTracks GPS Canada Inc. TRiLOC™ reserves the right to add additional charges for the reasonable cost of storing the Products in the event of failure or refusal by Buyer to take delivery of Products Ordered.
2.3 Freight. Transportation charges shall be pre-paid and Buyer shall reimburse TRiLOC™ upon receipt of an invoice for such charges.
2.4 Title; Risk of Loss. Title and risk of loss shall pass to Buyer upon delivery of the Products by TRiLOC™ to the carrier at the FOB/FCA point, unless as otherwise agreed upon in writing by TRiLOC™.
3.Inspection and Acceptance.
The Buyer shall carefully inspect the Products upon delivery and maintain all original packaging upon receiving the Products until it has been installed and is found to be in proper working order. If the Products arrive to Buyer damaged or defective at initial delivery or if the Products appear not to comply with applicable TRiLOC™ Specifications, the Buyer shall promptly notify TRiLOC™ of such noncompliance, along with the reason for such noncompliance, and give TRiLOC™ a reasonable opportunity to correct any such noncompliance. The Buyer shall be deemed to have accepted any Products delivered hereunder and to have waived any such noncompliance in the event TRiLOC™ does not receive written notification of noncompliance within fifteen (15) days after the Buyer takes custody of the Products delivered hereunder.
4.Product Changes and Wireless Devices.
TRiLOC™ at all times reserves the right in its sole discretion, without consent of Buyer, to make changes, additions or improvements to the Products ordered or to discontinue any Products.
While the Product does provide limited voice capability, the Buyer hereby understands and accepts that the Product is not the same as a cell phone and does not operate as effectively as or replace a cell or mobile phone. The Buyer also understands that use of the voice capability will consume extra battery power and additional service charges may apply as provided in your service plan, including without limitation, data and roaming charges.
Wireless GPS devices use radio transmissions to convey the GPS data to a computer or wireless device. This means that if the Product (once a TRiLOC™ service plan is set up) isn’t in range of a cell tower, the device won’t be able to properly transmit the GPS data. However, the device may still be collecting and storing GPS information from network satellites, so once the TRiLOC™ product comes back into cell range the stored data may automatically upload onto the Buyer’s account. Please be aware that even within the Buyer’s Coverage Area, many things can affect the availability and quality of the device’s ability to communicate with the Buyer, including without limitation, network capacity, environmental conditions (such as structures, buildings, terrain, weather, foliage, geography, landscape and topography), available data, atmospheric conditions and other factors associated with the use of wireless networks, satellites and satellite data. By entering into this agreement, the Buyer acknowledges the results it may obtain, including but not limited to the maps, and requested locations or messaging, may not be accurate, timely or reliable. In fact, virtually all data sources contain inaccurate or incomplete data to some degree.
Additionally, the GPS is operated by the United States Government which is solely responsible for its accuracy and maintenance. The government’s system is subject to changes which could affect the accuracy and performance of all GPS devices, including the TRiLOC™ product.
5.Price and Payment.
Products shall be sold to Buyer at the prices quoted to Buyer upon acceptance of each Order. Applicable sales taxes (based on the bill-to address and the sales tax rate in effect at the time you order your Product) as well as shipping and handling charges (if any) are extra. TRiLOC™ reserves the right to change the prices for Products from time to time. Prices are stated in Canadian/USA dollars and payment shall be made in the country currency, unless TRiLOC™ has indicated otherwise. Unless other payment terms are previously agreed in writing by TRiLOC™, Buyer shall make full payment in advance for all Products ordered. In the event Buyer does not make timely payments, TRiLOC™ may, in addition to all other remedies provided at law, either: (1) refuse to deliver the Product(s); (2) declare Buyer’s performance in breach and terminate an Order for default; (3) repossess the goods for which payment has not been made; (4) withhold future shipments of an Order until delinquent payments are made; (5) deliver future shipments under an Order on a cash with order or cash in advance basis even after the delinquency is cured; (6) charge interest on the delinquency at the lower of two percent (2%) per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges, or inventory carrying charges and recover all costs of collection including reasonable attorney’s fees; and (7) at TRiLOC™ ’s option, combine any of the above rights and remedies as provided by law.
All sales of Product(s) and/or services are final. Prices for Product(s) offered via the Website may change at any time, and no price protection is provided in the event of a price reduction or promotional offering. If a Product becomes unavailable following a transaction but prior to download, Buyer’s sole remedy is a refund. If technical problems prevent or cause an unreasonably delay in the delivery of the Product, Buyer’s exclusive and sole remedy is either replacement or refund of the price paid, as determined by TRiLOC™.
TRiLOC™ reserves the right to perform a review of Buyer’s creditworthiness either before or after an Order is received. TRiLOC™ shall not be obligated to accept or honor an Order if Buyer’s creditworthiness is deemed unsatisfactory to TRiLOC™, in TRiLOC’s™ sole discretion. TRiLOC™ reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved.
If you contact SafeTracks™ within 10 days of receiving the device, and you’re wanting to return for a refund, you’ll be issued a refund via original Credit Card or by Cheque within 14 days of inspection of the TRiLOC™, less Shipping & Handling, Activation Fee’s, and Monthly Service Fee. Once a thorough inspection is completed on the returned device, we’ll be able to process your refund, providing there is no damage. If there is damage then this will be deducted off your refund.
If you contact SafeTracks™ within 30 days of receiving the device, and you’re wanting to return for a refund, you’ll be issued a refund of 50% on your original purchase price, via original Credit Card or by Cheque within 14 days of inspection of the TRiLOC™, less Shipping & Handling, Activation Fee’s, and Monthly Service Fee. Once a thorough inspection is completed on the returned device, we’ll be able to process your refund, providing there is no damage. If there is damage then this will be deducted off your refund.
30 Day +
SafeTracks™ does not refund on product purchases after 30 days.
***All products must be returned in the original and undamaged condition, including all original packaging and warranty cards. If the product is not returned in As New Condition, a refund may not apply***
PLEASE NOTE: In the event that you elect to return your device, you are required to obtain a Return Merchandise Authorization (RMA) form. Please contact SafeTracks’ customer service department in order to acquire this form. We ask that you complete the RMA form, ship product to address specified on the form and include the RMA form in your return package.
Buyer shall be responsible for, and shall pay, any taxes (sales, excise, use, VAT, etc.) and any export or import duties that may be applicable to the sale and/or delivery of the Products. Accordingly, TRiLOC™ reserves the right to revise its price after the execution of an Order between the parties to include any and all taxes or duties that may become due hereunder and TRiLOC™ may invoice Buyer for said additional amount. This clause shall survive the acceptance and complete performance of an Order by the parties herein.
Any credits, allowances or other amounts payable or creditable by TRiLOC™ to Buyer shall be subject to offset for any claims or other amounts owed by Buyer to TRiLOC™ or any TRiLOC™ affiliate.
Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation (other than an obligation to make payments for goods delivered in accordance with the Order) where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes and other labor disputes, embargoes, export control laws, delays in transportation and inability to obtain labor, supplies or manufacturing facilities, including material shortages or delays in deliveries to TRiLOC™ by its suppliers. In the event that any force majeure event shall prevent TRiLOC™ from being able to supply Products to all of its customers, TRiLOC™ shall be entitled to allocate its available supply of Products among its customers in such proportions as TRiLOC™, in its sole discretion, shall deem appropriate.
11.1 Limited Warranty. All authentic TRiLOC™ Products are warranted to be free from defects in materials or workmanship for one year from the date of purchase, or from the date of purchase until such date as Buyer breaches any of the terms or conditions herein (or any other agreement with TRiLOC™), whichever is the shorter period. This warranty does not cover services. TRiLOC™ does not and cannot warrant that the Products operate in a manner that is completely error-free or that any information provided is always accurate. Calculation errors may occur when using the GPS system, such as those caused by local environmental conditions and/or incomplete or incorrect data. TRiLOC™ does not warrant that the operation of the Product will be uninterrupted.
11.2 Exclusions. The limited warranty set forth in this Section 11 shall be void with respect to Products that have been: (1) altered by Buyer or a third-party; (2) opened by someone not authorized by TRiLOC™ ; (3) repaired by someone not authorized by TRiLOC™ ; (4) subjected to misuse, exposure to heat, abuse, neglect or accident; (5) used outside of the Specifications provided by TRiLOC™ ; (6) damaged on the surface of the hardware; (7) damaged by improper installation or application; or (8) damaged by electrical disturbances or acts of God. In addition, this warranty does not apply to (a) cosmetic damages (such as scratches, dents and broken plastic) or (b) consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship.
11.3 Limitation of Remedies. Within the warranty period, TRiLOC™ will at its sole option, repair or replace any Products that fail in normal use. Such repairs or replacement will be made at no charge to the Buyer for parts or labor, provided that the Buyer shall be responsible for any transportation cost involved. TRiLOC™ retains the exclusive right to repair or replace the Product(s) or offer a full refund of the purchase price at its sole discretion. SUCH REMEDY SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. TRiLOC™ does not provide any warranties in addition to this Limited Warranty stated in this Section 11. In particular and to the maximum extent permitted by applicable law, TRiLOC™ and its suppliers provide the Products “AS IS AND WITH ALL FAULTS”.
To obtain warranty service and instructions, please contact your local TRiLOC™ authorized dealer or TRiLOC™ Customer Service at:
SafeTracks GPS Canada Inc.
#2 – 5128 52nd Street
Red Deer, Alberta, Canada T4N 6Y4
Toll free: 1-877-761-4477
and provide a complete explanation of the defect and full details of your coordinates.
11.4 Technical Support. TRiLOC™ will provide limited technical support in accordance its then-current support policy in effect and in accordance with the warranty provided herein. TRiLOC™ is not liable to provide any support beyond its then-current policy. Buyer agrees that it may be necessary for TRiLOC™ to collect process and use Buyer’s data to perform the support and repair obligations. This may include the need to transfer data to affiliates or third parties that are contracted by TRiLOC™ to assist with these obligations.
11.5 Exclusive Warranty. THE WARRANTIES AND REMEDIES CONTAINED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY LIABILITY ARISING UNDER ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, BOTH OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. FURTHERMORE, TRiLOC™ DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTITES OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF REASONABLE CARE AND SKILL, ALL WITH REGARD TO THE PRODUCTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCTS. ALSO, THERE IS NO WARRANTY OR CONDITION OF QUIET ENJOYMENT.
12.Limitation of Liability.
TRiLOC’s™ total liability on any claim for loss or damage arising out of, connected with, or resulting from an order, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product or services rendered covered by or furnished under an order shall in no case exceed the price paid for the specific Product that gives rise to the claim. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL TRiLOC™ BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS OR SALES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRiLOC™ AND ITS AFFILIATES AND LICENSORS, WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY, NON-PERFORMANCE OF ANY PRODUCT OR OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR ANY COSTS OF RECOVERING, PROGRAMMING, OR RESTORING ANY PROGRAM OR DATA STORED OR USED WITH YOUR PRODUCT AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF ANY DATA STORED ON YOUR PRODUCT. TRiLOC™ SPECIFICALLY DOES NOT WARRANT THAT IT WILL BE ABLE TO (i) REPAIR OR REPLACE YOUR PRODUCT WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, AND (ii) MAINTAIN THE CONFIDENTIALITY OF DATA. IF ANY PRODUCT SHOULD BE DAMAGED OR LOST WHILE IN TRiLOC™ ’S CUSTODY, TRiLOC™ ’S LIABILITY WILL BE LIMITED TO THE COST OF REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT. OTHERWISE, TRiLOC™ ’S LIABILITY FOR ANY AND ALL DAMAGE SHALL IN NO EVENT EXCEED THE PAYMENTS RECEIVED BY TRiLOC™ FOR SERVICES PROVIDED PURSUANT TO THESE TERMS. THE REMEDIES SET FORTH HEREIN SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY TRiLOC™ UNDER THESE TERMS AND CONDITIONS. THE FOREGOING LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS, OR ANY STATUTORY LIABILITY FOR INTENTIONAL AND GROSS NEGLIGENT ACTS AND/OR OMISSIONS. SOME STATES/PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
During the parties’ purchase-sale relationship, Buyer may receive Confidential Information from TRiLOC™. Buyer acknowledges that any such Confidential Information comprises valuable trade secrets and is proprietary to TRiLOC™. Buyer shall hold the Confidential Information in strict confidence and shall not disclose the same to any other person, firm or corporation, nor use the Confidential Information, except as required to perform its obligations under this Agreement. Buyer shall not copy or reverse engineer any Products. The foregoing obligation shall not apply to any information that becomes public through no fault of Buyer.
All Products sold to Buyer shall bear TRiLOC’s™ trademarks. Buyer shall not remove, conceal or alter any such trademarks. Buyer acknowledges and agrees that this Agreement give Buyer no rights in TRiLOC™ ‘s trademarks, except that, in the event that Buyer is authorized to resell or distribute TRiLOC™ products, TRiLOC™ grants Buyer a limited, non-exclusive license during the term of Buyer’s purchasing relationship with TRiLOC™ to reproduce TRiLOC™ ‘s trademarks in advertisements and other promotional materials relating to the Products in accordance with such standards for use of its trademarks as may be established from time to time by TRiLOC™ . Such license shall expire immediately upon the expiration or termination of Buyer’s purchasing relationship with TRiLOC™. All goodwill arising from Buyer’s use of TRiLOC’s™ trademarks shall inure solely to the benefit of TRiLOC™. All advertisements and other promotional materials using TRiLOC’s™ trademarks prepared by Buyer shall include an appropriate notice indicating that such trademarks are the property of TRiLOC™. Buyer shall not use TRiLOC™ ‘s trademarks or name as part of its corporate or business name, provided that Buyer, if authorized by TRiLOC™ , may identify itself as an authorized Buyer of TRiLOC™ .
Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, suits, actions, liabilities, damages, losses, demands, costs and expenses (including reasonable attorneys’ fees) arising out of any actual or alleged injury or death to any person or damage to any property, or any other damage or loss resulting in whole or in part from any alleged or actual defect in any Products supplied by TRiLOC™ to Buyer or by Buyer to its customer (in the case of an authorized reseller); provided, however, that these indemnification obligations shall not apply to the extent any such third-party claim, suit, action, damage, loss, etc. was caused by or attributable to the acts of the other party or its agents, employees, and/or representatives.
16.1 Indemnity by Buyer. In the event any product to be furnished under an Order is made in accordance with drawings, samples or manufacturing specifications provided or designated by Buyer and is not the design of TRiLOC™, Buyer agrees to defend, indemnify and hold TRiLOC™ harmless from and against any claims of infringement with respect to such product(s) subject to the same requirements as set forth above in TRiLOC’s™ obligation to Buyer. Further, Buyer agrees to pay all costs and expenses incurred by TRiLOC™ in its defense and the amount of any judgment against TRiLOC™ in any suit or proceeding against TRiLOC™ based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by TRiLOC™ or from the sale or use of any such combination by Buyer
16.2 Indemnity by TRiLOC™. In the event of any claim that a Product furnished by TRiLOC™ infringes any of our patents, TRiLOC™ may at its option and expense (a) procure for Buyer the right to continue using the product, (b) replace or modify the product so that it becomes non-infringing, or (c) grant Buyer a credit for such product, less a reasonable depreciation for use, damage, and obsolescence upon its return to TRiLOC™. These remedies shall constitute the sole and exclusive remedies of the Buyer and are in lieu of any other warranty, express or implied, by TRiLOC™ with respect to intellectual property (patents, trade secrets, mask works, trademarks, copyrights, or the like). IN NO EVENT SHALL TRiLOC™ BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES OR COSTS APPLICABLE THERETO.
17.Special Tooling and Data.
Unless otherwise agreed in writing, all material, software, data processes, equipment, facilities and special tooling, including, without limitation, jigs, dies, fixtures, molds, patterns, special taps, special gages, special test equipment, other special equipment and manufacturing aids and replacements thereof, used in the manufacture of Products covered by an Order shall be and remain the property of TRiLOC™ . TRiLOC™ retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished with the Products.
Buyer shall be responsible for compliance with the export control laws and regulations of the destination country’s government and when required by such laws and regulations shall obtain all necessary export and re-export licenses required for goods, services and technical data delivered under an Order. TRiLOC™ shall not be liable to Buyer for any failure to provide goods, services or technical data as a result of any of the following destination country’s actions: (1) refusal to grant export or re-export license; (2) cancellation of export or re-export license; or (3) any subsequent interpretation of export laws and regulations, after the date of an Order, that limits or has a material adverse effect on the cost of TRiLOC’s™ performance of an Order. Buyer confirms that it is not located in, under the control of, nor a resident of any restricted country.
Buyer shall not assign an Order or any portion thereof without the prior written consent of TRiLOC™, which consent shall not be unreasonably withheld. Any Order and this agreement may be performed and/or assigned, and all rights hereunder against Buyer may be enforced, wholly or in part, by TRiLOC™ or by any entity that controls it, or one or more of present or future subsidiaries, affiliates, joint ventures, transferees or assignees of TRiLOC™.
Failure by TRiLOC™ to assert all or any of its rights upon any breach of an Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. Such waiver will arise only from an express written waiver signed by a duly authorized TRiLOC™ representative. No waiver of any right shall extend to or affect any other right TRiLOC™ may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach.
If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed stricken for purpose of the dispute in question, and all other provisions shall remain in full force and effect.
Any controversy or claim arising out of or relating to an Order placed by Buyer which is not resolved by the parties shall be subject to the exclusive jurisdiction of a Court of competent jurisdiction located in the District of Red Deer, Alberta, however, at TRiLOC’s™ sole option, the parties may attempt to resolve any dispute that arises hereunder through mediation. If the parties are unable to resolve such dispute through mediation, then, at TRiLOC’s™ option, the sole and exclusive means for resolution shall be through litigation in the jurisdiction described above.
Under no circumstances shall the United Nations Convention of Contracts for the International Sale of Goods apply to this Contract. Stenographic and clerical errors, whether in mathematical computations or otherwise, made by TRiLOC™ on a proposal, Order, acknowledgment or invoice issued to Buyer shall be subject to correction. The remedies and rights reserved to TRiLOC™ herein shall be cumulative with, and in addition to, all other rights and remedies provided in law or equity.
The purchase-sale relationship between Buyer and TRiLOC™ shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without reference to the principles of conflicts of laws.
24.Notice and Language.
24.1 Notice. In the event that Buyer determines that it needs to give notice to TRiLOC™ of its alleged breach of its obligations hereunder or of any action or demand arising hereunder, Buyer shall give notice to TRiLOC™ by using registered mail or a reputable overnight service to: SafeTracks GPS Canada Inc. Box 7 Site 19 R.R. 1 Red Deer, Alberta, Canada T4N 5E1. Any notice sent to you will be considered received immediately if they are sent to any email or fax number you have provided or after 3 days if TRiLOC™ mails the notice to your billing address.
24.2 Language. It is the express wish of the parties that this agreement and all related documents be drawn up in English