GENERAL CONDITIONS OF SALE

 

This is a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Bartesian Inc. (“Bartesian”).  By placing an order or making a purchase of a product ("Product") from Bartesian, you agree to these terms of sale ("Terms") set out below, along with Bartesian’s Privacy Policy at www.bartesian.com/privacy.  These Terms may be updated by Bartesian from time to time, and it is your responsibility to review these Terms each time you make a purchase from Bartesian.

1               ORDERING

1.1           These Terms shall apply to all orders for Product placed by you to Bartesian.  You acknowledge that the information contained on Bartesian’s website may contain technical inaccuracies or typographical errors. Bartesian’s website, all content available on its website, and all related communications are provided on an "AS IS" basis. We make no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information on Bartesian’s website.

1.2           To place an order, you must:

(a) provide up-to-date, complete and accurate information as requested by us, which may include your first and last name, institution name, mailing address, phone number and email address;

(b) provide up-to-date, complete and accurate payment information reasonably acceptable to Bartesian and/or Bartesian’s payment processor; and

(c) be at all times in compliance with these Terms and applicable law, including the requirement to be 18 years of age or older.

1.3           You specifically agree that Bartesian may use the foregoing information for the purposes of providing Products to you, that Bartesian may rely on the accuracy of the information provided by you to Bartesian, and that Bartesian will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Bartesian.

1.4           All Products are intended for end-user customers only. You may not purchase Products for resale, and we reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are doing so.

2               DELIVERY AND SHIPPING

2.1           All orders are subject to acceptance by Bartesian, and any rejection of an order shall be made in Bartesian’s sole discretion.  If you have been charged for an order that is subsequently rejected by Bartesian, Bartesian will refund the amount of that order to you, by a method chosen by Bartesian in its sole and reasonable discretion.

2.2           Bartesian will make reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement.  Bartesian shall therefore not be liable in any way for any delay or damage arising from Bartesian’s failure to meet your delivery requirements or any delivery dates.

2.3           All shipments shall be made on an FCA basis (Incoterms 2000) from the facilities of Bartesian or its distribution centre.  Risk of loss for products shall pass to you upon delivery to the carrier, and you are responsible for pursuing the carrier for any loss occurring in transit.

2.4           You are responsible for examining all shipments promptly upon receipt.  If you discover any shortages or incorrect products in the shipment, you must notify Bartesian immediately. Please check the order carefully, as no claim for shortages or deficiencies will be accepted by Bartesian after five (5) days from delivery of the products.

3               PRICING AND PAYMENT

3.1           All prices are in USD unless otherwise expressly stated in writing.  Where you are making payment in a currency other than USD, the currency exchange rate that applies is the one in effect at the time your payment is processed, not the one that was in effect on the date that you placed your order.  Bartesian reserves the right to change its standard prices without notice.

3.2           Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Bartesian with an appropriate tax exemption certificate or number, and (b) all fees and charges related to shipping, customs, duties and brokerage.  Bartesian may charge sales tax for sales of Products.  These taxes and fees will be charged at time of shipment of the Product where the Product is a pre-order, and at time of ordering for commercially available Product.

3.3           If your order is a pre-order for Product that is not yet available, you will be charged the Product price at the time of the pre-order, and will be charged applicable taxes and shipping and handling fees at the time that the Product is shipped to you.  You may not cancel and receive a refund on any such pre-order unless Bartesian fails to ship the Product to you within 36 months of your placement of the pre-order.  Bartesian may utilize a payment processor to manage orders and payments.  Your credit card statement may therefore reflect a third party name in relation to your order.

3.4           Where your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing.  Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your credit card was rejected.  Bartesian may, in its sole discretion, delay shipment of, or cancel, your Product order where your credit card or other payment information is rejected.

4               RETURNS

4.1           Products may be returned to Bartesian within thirty (30) days of delivery for credit, if the Products are unused, in a new and intact condition, and in their original containers, subject to Bartesian’s return procedures.  Shipping of all returns is your responsibility and at your sole expense.  Please consult Bartesian for details about its return procedures.  You acknowledge that this 30 day return policy is considered in satisfaction of applicable statutory "withdrawal rights" or "cooling off periods", and you waive all such statutory rights.

5               TITLE, INTELLECTUAL PROPERTY AND USE RESTRICTIONS

5.1           Title to any Products bought by you shall pass to you upon your full payment for such Products in accordance with Section 3. 

5.2           You do not acquire any intellectual property or other proprietary rights under these Terrms, including without limitation any right, title or interest in and to patents, copyrights, trade-marks or industrial designs, whether registered or unregistered, relating to the Products or any part thereof.  Any rights not expressly granted under these Terms are reserved. 

5.3           You shall not, and shall not permit any third party to, copy, reproduce, distribute, modify, decompile, disassemble or reverse engineer any Products provided to you by Bartesian.

6               CHANGES

6.1           Except as expressly set forth in these Terms, you shall not be entitled to change or cancel any order that has previously been accepted by Bartesian, or obtain any refund for your Product order, without the prior written agreement of Bartesian.

6.2           Bartesian reserves the right to make changes in the design of its Products without the obligation to make equivalent changes to Products that have previously been supplied to you.

7               COMPLIANCE WITH LAWS

7.1           Each party shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies (including import and export laws and regulations), including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over its obligations hereunder.  You agree to indemnify Bartesian from any loss, claims, liability or damages arising out of your failure to comply with such laws, ordinances, codes and regulations.

8               WARRANTY

8.1           Bartesian’s Product warranty is included with the Product when shipped to you, and is also available from Bartesian upon requestSuch warranty is the exclusive warranty made by Bartesian to you.  Bartesian disclaims all other representations, warranties and conditions, whether express or implied, including but not limited to any express or implied representations, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, or any other warranty or condition arising by statute, custom or usage of trade related to the products provided hereunder.  Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions.  To the extent permitted by law, any implied warranties or conditions relating to the Product to the extent that they cannot be excluded as set out above are limited to one (1) year from the date that the Product is delivered to you.

8.2           Bartesian shall not be obligated to provide any support or maintenance services for the Products unless otherwise expressly agreed upon in writing by you and Bartesian.  However, this provision does not relieve Bartesian of its warranty obligations.

9               LIMITATIONS OF LIABILITY

9.1           In no event will Bartesian be liable under these Terms for any damages other than your direct damages to the extent arising from Bartesian’s gross negligence or willful misconduct, and in no event shall Bartesian’s aggregate liability exceed the amounts paid by you to Bartesian for the Product that gave rise to the claim.  No claim may be brought against Bartesian, whether in contract, tort or otherwise, more than two (2) years after the Product was delivered.

9.2           EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BARTESIAN BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT BARTESIAN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10            CANCELLATION AND TERMINATION

10.1        Bartesian may reject any orders upon written notice to you, and may also stop any Products in transit to you and suspend the delivery of Products to you without penalty, if: (a) you commit a material breach of these Terms and fail to remedy such breach within thirty (30) days of receiving notice of such breach, or (b) you become involved in any legal proceeding concerning your solvency, or have a receiver or administrator appointed of any of your assets.

11            MISCELLANEOUS

11.1        These Terms constitute the entire agreement between the parties with respect to your ordering and purchase of the Product, and Bartesian’s sale of the Product to you, and supersedes all previous agreements relating to the subject matter hereof.  These Terms may not be altered, amended, or modified except in a written instrument executed by a duly authorized officer of Bartesian. If any one or more of the provisions of these Terms is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms.  No waiver by either party of a breach or omission by the other party under these Terms shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to these Terms or to the sale of the Product to you.  These Terms, and all Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that these Terms and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

12            CONTACT. 

12.1        If you have any questions or inquiries regarding these Terms, please contact Bartesian at hello@bartesian.com. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us.  For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  This condition does not affect your statutory rights related to electronic communications.