2015/02/04 Council Agenda Packet

it ATTACHMENT B - HARDWARE PURCHASE In connection with the purchase of any Hardware by you and/or your organization (the"Customer")from Miovision Technologies, Inc. ("Miovision"), the Customer hereby agrees to the terms, conditions and notices contained herein (the"Attachment"). This Attachment, together with the General Terms and Conditions and other applicable attachments, forms the complete Agreement between the Parties and supersedes all prior or other agreements between the Parties on the subject matter contained herein. In the event of an inconsistency between this Attachment, the General Terms and Conditions, and any other attachment, document or agreement between the. Parties with respect to the subject matter hereof, this Attachment shall prevail and govern to the extent necessary to remedy such inconsistency. THE HARDWARE IS PROVIDED TO YOU UNDER THE FOLLOWING TERMS AND CONDITIONS, WHICH OUTLINE WHAT YOU MAY AND MAY NOT DO WITH THE HARDWARE, AND WHAT LIMITATIONS EXIST ON WARRANTIES AND REMEDIES RELATED TO THE HARDWARE. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE OR INSTALL THE HARDWARE. BY INSTALLING, ACTIVATING OR USING THE HARDWARE IN ANY WAY, YOU BECOME PARTY TO THIS AGREEMENT,AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL PROVISIONS HEREIN, AND HAVE THE AUTHORITY TO AGREE TO, AND WILL, BE BOUND BY ALL THE TERMS AND CONDITIONS OF, THIS AGREEMENT. IF, AFTER READING THIS AGREEMENT, YOU DO NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU MAY RETURN THE HARDWARE ON THE CONDITIONS OUTLINED BELOW. I. PURCHASE. The Customer hereby agrees to purchase from Miovision the Hardware outlined on the Sales Order Form on the terms and conditions outlined herein. ?. PURCHASE PRICE.The purchase price of the Hardware(the"Purchase Price") shall be due and owing in full, without offset or deduction, within 30 days from date of invoice, all as outlined on the Sales Order Form.All prices quoted and Hardware shipped are Free Carrier(shipping)to the Customer's facility, and Hardware is totally non- refundable (except as may be provided herein). To secure the Purchase Price, the Customer hereby grants to Miovision and Miovision shall retain a purchase money security interest in all Hardware sold to the Customer until the Purchase Price together with applicable interest and any late payment charges have been paid in full. If requested by Miovision, the Customer shall execute financing statements or other instruments necessary to perfect this security interest. To secure the purchase price of the Hardware, the Customer hereby hypothecates and grants a security interest in the Hardware in favour of Miovision in the amount of the purchase price and any applicable interest and late payment charges (applicable in the Province of Quebec only). 3. RETURNS.All Hardware returned by the Customer shall be subject to a restocking fee equal to ten percent(10%) of the Purchase Price initially paid for the returned Hardware (as calculated and advised by Miovision). f. LIMITED WARRANTY. Miovision warrants that for a period of 365 days from delivery of the Hardware to the Customer(the "Limited Warranty Period"), the Hardware shall be free problems due to workmanship or component defects pursuant to the terms of the Limited Warranty which are attached hereto as Schedule A. 5. EXTENDED WARRANTY. At any time within the first 730 days from delivery of the Hardware to the Customer, the Customer may purchase a 365 day extension to the Limited Warranty Period (collectively the"Extended Warranty Period"). The cost of the Extended Warranty shall be set forth in a Sales Order Form. 3. REPLACED HARDWARE. If Miovision repairs or replaces any piece of Hardware during the Limited Warranty Period or the Extended Warranty Period, the warranty on the repaired or replaced piece of Hardware shall expire at the end of the applicable warranty period for the original piece of Hardware that became defective. Miovision may use refurbished portions of Hardware in repair or replacement, provided such parts are of equal value and functionality, as determined by Miovision in its sole dis� tion.