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Terms and Conditions of Sale
As of Dec. 22, 2000.


Set out below are the terms and conditions applicable to the sale by Technology Solutions of all products including those listed in the Product Catalogue and/or Price Sheets.


I. Prices. The Purchaser agrees to pay Technology Solutions the prices published in the Technology Solutions Price Schedule in effect at time of shipment, less applicable discounts. Such prices are subject to change by Technology Solutions at any time without notice.

II. Returns. Technology Solutions may accept returned merchandise only when approved in advance and when bearing an R.M.A. (Returned Merchandise Authorization) number. The R.M.A. number is obtained from Technology Solutions at the time of approval. Such returns must be shipped transportation-prepaid. Returned merchandise must be currently listed, in original, sealed, factory cartons and purchased within the previous 30 days. Credit will be issued at current or purchased price at Technology Solutions's option and may be subject to a restocking charge.

III. Purchase Orders. Purchaser's purchase orders for Technology Solutions products are subject to the terms and conditions of this policy and the ordering instructions contained in Technology Solutions's Price Schedules published from time to time. Technology Solutions shall not be bound by any terms, conditions or prices stated in the Purchaser's purchase orders, acceptance forms, or elsewhere which vary, limit or add to the terms, conditions or prices of this policy. Standing, general or blanket instructions will not be accepted. No order for Technology Solutions products shall be binding upon Technology Solutions until accepted by Technology Solutions or by shipment. Any such order shall be subject to these standard conditions of sale and acceptance shall be conditioned on assent to these conditions.

Failure of Technology Solutions to object to provisions contained in any purchase order or other communication from a Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these conditions nor an acceptance of any such provisions.

No order accepted by Technology Solutions may be altered or modified by Purchaser unless agreed to in writing signed by an authorized official of Technology Solutions.

1V. Duties and Taxes. Prices listed or quoted include duty at the rate in effect at the date of the proposal or quotation. Such prices are subject to increase or decrease to reflect any change in duty made prior to delivery of the product.

The Goods and Services Tax (GST) will be added to the invoice price at the rate in effect at time of shipment.

Provincial and municipal taxes, where applicable, will be added to the invoice price at the rate in effect at time of shipment when exemption documentation is not provided by the Purchaser.


I. Shipping Policy - F.O.B. Point. Shipping terms are F.O.B. Technology Solutions's warehouse. Freight may be prepaid by Technology Solutions and billed to the Purchaser. Technology Solutions reserves the right to select the method of transportation and the routing of shipment. A Purchaser requiring shipment by a method or routing other than that selected by Technology Solutions will be billed the increase in transportation charges.

II. Delivery. Unless otherwise expressly agreed in writing, delivery of the product will be made F.O.B. Technology Solutions's warehouse, and Technology Solutions reserves the right to make delivery in instalments unless otherwise specified at the time of order.

III. Loss or Damage on Shipments F.O.B. Warehouse (Standard Conditions). Technology Solutions shall not be responsible for any loss, damage or pilferage sustained in transit. Claims of such character should be made promptly by the Purchaser against the carrier. If Technology Solutions is notified in writing of such claims, it will lend assistance to secure adjustment. Valuation of shipment will be at carrier's standard rates unless otherwise specified by the Purchaser at additional cost.

IV. Loss or Damage on Shipments F.O.B. Destination (Exception to Standard Conditions). If delivery is made otherwise than F.O.B. Technology Solutions's warehouse, the Purchaser shall examine the product as soon as it is received and shall give immediate notice to Technology Solutions and the carrier of any loss or damage sustained during transit, and further in the case of any damage, the Purchaser shall request an inspection of the loss or damage by a representative of the carrier and a copy of the carrier's Inspection Report shall be sent to Technology Solutions. If such notice to Technology Solutions or to the carrier is not given, the product shall be deemed to have been delivered in satisfactory condition and the price shall become due and payable in full as agreed between Technology Solutions and the Purchaser.

V. Title. Delivery of goods to a carrier shall constitute delivery to the Purchaser and, regardless of freight payment, and method, all risk of loss or damage in transit shall pass to the Purchaser at that time. Title to goods shall pass from Technology Solutions to the Purchaser when Technology Solutions has been paid in full. All goods shall continue to be personalty notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Technology Solutions may retain any partial payments which have been made, as liquidated damages, and Technology Solutions shall be entitled to the immediate possession of the goods and shall be free to enter the premises where the goods may be located, and remove them as Technology Solutions's property, without prejudice to Technology Solutions's right to recover any further expenses or damages Technology Solutions may suffer by reason of such non-payment.

VI. Governing Law. All contracts for the sale of Technology Solutions products shall be governed and construed according to the laws of the Province of Ontario.


I. Terms: All prices quoted and all payments shall be in Canadian dollars unless otherwise specified. All payments are due in accordance with invoice terms from the date of Technology Solutions's invoice to the Purchaser. In case partial shipments are made at different times, pro-rated payments shall be made.

The Purchaser agrees that should any payments not be made when due, then interest on such overdue payments shall be paid by the Purchaser at the rate of two percent (2%) per month (twenty-six point eighty two percent (26.82%) per annum) until the price, including service charges, has been fully paid but this shall not be construed as obligating Technology Solutions to grant any extension of time in the terms of payment.

If legal action or any proceeding or demand is brought or made by Technology Solutions for recovery of possession of Technology Solutions Products or for the collection of any purchase price or other sums payable to Technology Solutions by the Purchaser or because of the breach of any other terms or conditions herein contained on the part of the Purchaser to be kept or performed, the Purchaser shall pay to Technology Solutions all expenses incurred therefore, including all reasonable solicitors' fees in respect thereof on a solicitor and client basis.

II. Credit. Technology Solutions reserves the right to reject any orders placed by the Purchaser and refuse to ship any accepted orders on hand or request payment in advance if at any time the Purchaser's credit standing becomes impaired or unsatisfactory to Technology Solutions.


I. Limitation of Liability. Notwithstanding any other provision herein or any applicable statutory provisions, neither Technology Solutions nor the Purchaser shall be liable to the other for special or consequential damages or damages for loss of use arising directly or indirectly from any breach of contract, fundamental or otherwise or from any tortious acts or omissions of their respective employees or agents and in no event shall the liability of Technology Solutions exceed the unit price of the defective product or of the product subject to late delivery.

II. Warranty. The products sold by Technology Solutions are not manufactured by Technology Solutions. All products are covered by the manufacturer's warranty direct from the manufacturer. Technology Solutions may (at our option) assist in offering warranty repair. Where Technology Solutions has not been paid in full for products, the warranty will not be honoured. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AND Technology Solutions EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY EXCLUDES CERTIFICATIONS OR THE LIKE FOR EQUIPMENT PERFORMANCE, USE OR DESIGN WITH RESPECT TO ANY EQUIPMENT PERFORMANCE, USE OR DESIGN WITH RESPECT TO ANY STANDARD, REGULATION OR THE LIKE (UNLESS AND TO THE EXTENT INDEPENDENTLY APPROVED IN WRITING BY AN OFFICER OF Technology Solutions) AND EXTENDS ONLY TO THE PURCHASER OR TO A CUSTOMER PURCHASING FROM THE PURCHASER.

III. Force Majeure. Technology Solutions shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to, acts of God, acts of the Purchaser, fire, strikes, lockouts or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay the delivery shall be extended for a period equal to the time lost by reason of the delay.

IV. Severability. Invalidity of any provision of this Sales Policy shall not affect the validity of any other provision hereof and any such invalid provision shall be severed herefrom.

V. Non-Waiver. No failure by Technology Solutions to exercise any right accruing to it under any contract of sale entered into with the Purchaser shall operate as a waiver thereof nor preclude the exercise of any other right or privilege by Technology Solutions.

VI. Notice. Any notice required or contemplated hereunder shall be in writing and shall be delivered personally or sent by fax or other form of telecommunication or by prepaid registered mail. Any notice sent by fax or other form of telecommunication shall be deemed to have been received when transmitted and any notice sent by registered mail shall be deemed to have been received when signed for.


I. Order Cancellation. An order may be terminated by the Purchaser only upon reimbursement to Technology Solutions of expenses already incurred and commitments made by Technology Solutions with respect to the order.

II. Packing. Prices quoted include Technology Solutions's standard domestic packing only. Where special packing is required, refer to Technology Solutions.

III. Shortages. Technology Solutions reserves the right to reject orders placed by the Purchaser or to refuse to ship orders accepted in circumstances of actual or anticipated shortages of any product. Technology Solutions reserves the right to allocate available products among its customers in such circumstances and in such manner as Technology Solutions may determine.

IV. Year 2000 (a.k.a. Y2K) Compliance. Technology Solutions makes no representation to Year 2000 compliance of product.