Terms and Conditions

EXCEPT AS EXPRESSLY STATED HEREIN: (i) MATERIALS ARE PROVIDED “AS IS”/“WHERE IS" WITHOUT ANY WARRANTY OR REPRESENTATION WHATSOEVER, INCLUDING CONCERNING THE SUFFICIENCY OF SAME FOR PURCHASER’S PURPOSES, THE RESULTS OR CONSEQUENCES OF USE OR RELIANCE ON SAME, OR THE PERFORMANCE, FUNCTIONALITY, COMPATIBILITY, SAFETY, OR CONFORMANCE TO SPECIFICATIONS OR STANDARDS OF SAME; (ii) SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, NONFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE; AND (iii) NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A GRANT (BY IMPLICATION, ESTOPPEL, OR OTHERWISE) OF ANY LICENSES OR RIGHTS UNDER XEROX PATENTS OR OTHER INTELLECTUAL PROPERTY OF XEROX TO PURCHASER. SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO THE COMMERCIAL SUCCESS, USE, SALE, OR OTHER DISPOSITION OF PURCHASER’S APPLICATIONS BY OR FOR PURCHASER OR ITS DIRECT/INDIRECT DISTRIBUTORS, USERS, CUSTOMERS, OR SUPPLIERS.

SELLER SHALL NOT BE LIABLE TO THE PURCHASER FOR (I) ANY SPECIAL, DIRECT, INDIRECT, INCIDENTIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS QUOTATION, WHETHER THE CLAIM SOUNDS IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL THEORY, AND REGARDLESS WHETHER ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE, EVEN IF THE RISK OF SUCH DAMAGES IS KNOWN, OR (II) ANY COSTS, LOSS CLAIMS, SUITS, DAMAGES OR OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, COMMERCIAL SUCCESS, USE, SALE OR OTHER DISCPOSITION BY OR FOR THE PURCHASER OR ITS DISTRIBUTORS, SUPPLIERS, CUSTOMERS, OR OTHER USERS OF MATERIALS IN ANY FIELD OF USE. 

PURCHASER SHALL INDEMNIFY AND HOLD SELLER/ITS AFFILIATES HARMLESS FROM AND AGAINST ANY LOSSES, COSTS, EXPENSES, DAMAGES, AWARDS, OR PENALTIES, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, INCURRED IN CONNECTION WITH ANY THIRD PARTY CLAIMS IN CONNECTION WITH THIS QUOTATION. PURCHASER SHALL, AT SELLER’S SOLE OPTION AND PURCHASER’S EXPENSE, INTERVENE IN OR DEFEND ANY SUCH PROCEEDINGS UPON NOTICE FROM SELLER. PURCHASER’S OBLIGATIONS SHALL SURVIVE COMPLETION OF THE TRANSACTION AND SHALL NOT BE DEEMED DISCLAIMED IN SCOPE OR LIMITED IN AMOUNT BY ANY OTHER AMOUNT OR PROVISION OF THIS QUOTATION.

Purchaser shall not export, directly or indirectly, any technical data acquired from Seller in relation to this transaction or any products utilizing any such data, to any country for which a Government or any agency thereof, having jurisdiction over such technical data and/or products, at the time of export requires an export license or other Government approval without first obtaining such license or approval.

Delivery Terms:

Seller shall deliver Product(s) EXWORKS (Incoterms 2010) Seller’s facility dock. Title and risk shall pass to Purchaser upon delivery.

Payment Terms:

Subject to approval of the Seller’s credit department, the Purchaser shall pay the Seller the price of the Product(s) and/or Services provided within thirty (30) days from the date of the Seller’s invoice. All overdue payments bear interest commencing on the day on which the amount become payable, calculated at the rate of 1.5% per month compounded monthly (19.5618%) per annum. 
The terms herein will not be superseded by anything to the contrary in the Purchaser’s Purchase Order or on the Purchaser’s Purchase Order standard form.

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