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PLEASE READ ALL THESE PROVISIONS ("TERMS") CAREFULLY
BEFORE USING THIS SITE. USING THIS WEBSITE INDICATES YOUR AGREEMENT
AND ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS,
DO NOT USE THIS WEBSITE OR DOWNLOAD MATERIALS FROM THIS SITE.
The Site and
its Use
The Controlled Environments Limited (hereafter
"Conviron") website is owned and provided by Conviron
from its offices in Winnipeg, Manitoba, Canada. The Site is provided
for your personal information. Please feel free to browse the Site,
however your access to and use of the Site is subject to these Terms
and Conditions of Use and all applicable laws.
All of the information on this web site is presented in good faith
and believed to be correct. However, Conviron assumes no responsibility
regarding the accuracy of the information that is provided, and
use of such information is at the recipient's own risk. This Site
(including all content and functions made available on or access
through this Site) is provided "as is". To the fullest
extent permissible by law, with regard to the content on this Site,
Conviron makes no representations or warranties of any kind whatsoever
(1) for the accuracy, merchantability, fitness for a particular
purpose, or non-infringement of any content (including technical
specifications) published on or available through the Site; (2)
that the server that makes this Site available is free of viruses
or other components that may infect, harm, or cause damage to your
computer equipment or any other property when you access, browse,
download from, or otherwise use the Site.
Further, information Conviron publishes on the Site may contain
references or cross-references to Conviron products, programs and
services that are not announced or available in your country. Such
references do not imply that Conviron intends to announce such products,
programs or services in your country. Consult your local Conviron
representative or distributor for information regarding the products,
programs and services which may be available to you.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CONVIRON'S
NEGLIGENCE, SHALL CONVIRON BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT,
INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO (A)
THE USE OF; (B) THE INABILITY TO USE; OR (C) ERRORS OR OMISSION
IN THE CONTENTS AND FUNCTIONS OF THIS SITE, EVEN IF CONVIRON OR
AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL
CONVIRON'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES
OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE OR OTHERWISE) EXCEED $100.
Your Right
to Use the Site and its Contents
This Site is only for your personal use.
You may not distribute, exchange, modify, sell, or transmit anything
you copy from this Site, including but not limited to any text,
images, audio, and video, for any business, commercial, or public
purpose. As long as you comply with the Terms of these Terms and
Conditions of Use, Conviron grants you a non-exclusive, non-transferable,
limited right to enter, display and use this Site. You agree not
to interrupt or attempt to interrupt the operation of this Site
in any way.
Ownership/Trademarks
All materials on this Site, including but
not limited to audio, images, software, text and video clips (the
"Content"), are protected by copyright laws. You cannot
use the Content, except as specified herein. You agree to follow
all instructions on this Site limiting the way you may use the Content.
There are a number of proprietary logos, service marks and trademarks
found on this Site. By making them available on this Site, Conviron
is not granting you any license to utilize those proprietary logos,
service marks, or trademarks. Any unauthorized use of the Content
may violate copyright laws, trademark laws, the laws of privacy
and publicity, and civil and criminal statutes.
Conviron and Aurora are trademarks of Controlled Environments Limited. Throughout
this Site, references may be made to other trademarks. In such cases,
those trademarks and service marks are the property of their respective
owners.
Transmitted
Material
Internet transmissions are never completely
private or secure. You understand that any message or information
you send to this Site may be read or intercepted by others, unless
there is a special notice that a particular message (for example,
credit card information) is encrypted (sent in code). Sending a
message to Conviron does not cause Conviron to have any special
responsibility to you.
Links
This Site may contain links to other Internet
sites on the World Wide Web. Conviron provides such links for your
convenience only, and is not responsible for the content of any
site linked to or from this Site. Links from this Site to any other
site do not mean that Conviron approves of, endorses, or recommends
that site. Conviron disclaims all warranties, express or implied,
as to the accuracy, legality, reliability, or validity of any content
on any other website.
Terms and Conditions
of Sale
The Contract
(i) In these Terms and Conditions of Sales (hereafter "Conditions"),
"Conviron" means Controlled Environments Limited, Controlled
Environments Inc., Conviron Europe Ltd., or any of them. "Purchaser"
means the company, firm, individual or other party with whom Conviron
contracts.
(ii) The acceptance of any order or specification, and terms of
payment relating to same, are subject to approval by Conviron's
head office. All sales contracts shall be effective only when approved
and acknowledged, in writing, by Conviron's head office. Changes
to orders that have already been accepted by Conviron must also
be confirmed in writing and accepted by Conviron, and where the
changes result in an increase in the original cost, the additional
costs shall be paid to Conviron by the Purchaser.
(iii) All contracts entered into between Conviron and the Purchaser
shall always be subject to these Conditions unless a contrary term
is agreed to in writing by an authorized signatory of Conviron.
In the event that the Purchaser has not received a copy of these
Conditions in relation to a specific order, these Conditions shall
nevertheless apply to the contract provided the Purchaser had prior
notice of them.
(iv) Any description contained in Conviron's catalogues, eBinders,
price lists or other promotional material is intended to present
a general description of Conviron's products only, and shall not
form a representation of the contract. Specifications are subject
to change without notice.
(v) All prices quoted are exclusive of taxes, freight and duties,
unless specifically stated otherwise. Taxes, freight and duties
are payable by the Purchaser.
Delivery and Completion
(i) Shipping dates are approximate and based on prompt receipt of
all necessary information by Conviron. Shipping dates are provided
in good faith, and Conviron shall make its best efforts to see that
delivery is made within the time estimated, subject, however, to
delays caused directly or indirectly by matters beyond its control,
including but not limited to failure or delay in source of supply,
acts of governmental authorities, transportation delays, acts of
God, and accidents and disruptions such as fires, explosions, breakdowns
of equipment and power shortages. In no event shall the failure
to effect shipment in the time estimated give rise to damages. The
failure to effect shipment in the time estimated will not be considered
cause for cancellation of the order where the delay is the result
of circumstances beyond Conviron's control, or unless the delay
is excessive.
(ii) Conviron shall deliver the goods to the address provided by
the Purchaser or his agent (hereafter the "Address").
(iii) Unless otherwise agreed to in writing, the risk in the goods
that Conviron agrees to supply shall pass to the Purchaser as soon
as delivery to the Address has been effected. Risk for the goods
rests with the Purchaser during the installation and commissioning
phase.
Payment Unless otherwise agreed
to in writing by Conviron:
(i) The Purchaser shall make payment to Conviron in accordance with
the payment terms as defined in the quote document or order acknowledgment.
(ii) If neither the quote nor the order acknowledgment speak to
payment terms, and the matter of payment terms has not been agreed
to otherwise in writing by Conviron, payment shall be made by the
Purchaser to Conviron within thirty (30) days of delivery of the
goods.
(iii) Conviron shall have the right of action against the Purchaser
for the price of the goods whenever the price becomes payable, whether
or not the goods have been received by the Purchaser. Title in the
goods shall not pass to the Purchaser until such time as total payment
has been received by Conviron.
(iv) In addition to any other rights of Conviron, interest is payable
on all overdue accounts at the rate of 1.5% per month, or 18% per
year.
(v) Where the Purchaser defaults under the contract or any contract
with Conviron in respect of payment on the due date of any sum due
to Conviron, Conviron, without liability, may postpone any further
shipments or may cancel the contract or any other contract between
Conviron and the Purchaser, including any warranty obligations,
but without prejudice to any right which Conviron may have against
the Purchaser in respect of the Purchaser's default.
Cancellation
Unless otherwise agreed to by Conviron, once accepted by Conviron
orders shall not be subject to cancellation by the Purchaser, unless
the Purchaser fully compensates Conviron for all costs incurred,
either directly or indirectly, to the extent that they are recoverable
at law, or unless cancellation of the order is the result of a circumstance
enumerated above under the heading "Delivery and Completion".
Postponement
If, after goods have been ordered by the Purchaser, the Purchaser
seeks a postponement of delivery of those goods, Conviron shall
invoice, and the Purchaser shall pay to Conviron the price of the
goods according to the original schedule and terms of payment, as
if delivery had been effected at the time originally agreed to.
Further, the Purchaser shall be responsible for any extra costs
resulting from the handling and storage of the goods, including
insurance premiums. Prices quoted do not include extra costs of
handling, warehousing and insuring goods.
Installation and Testing
If requested by the Purchaser, and subject to the availability of
personnel and equipment, accessibility to the site and the state
of the site conditions, Conviron shall perform the installation
and testing of the goods. The installation, commissioning and testing
costs shall be quoted separately.
When Conviron is contracted to perform product installation, the
Purchaser shall advise Conviron, in writing, of the date on which
the site will be ready for the installation of the goods. In the
event that the site is not in a condition such that the installation
can be completed on the specified date, the Purchaser shall compensate
Conviron for any direct or indirect costs incurred as a result of
the delay, to the extent that they are recoverable at law.
Similarly, when Conviron is contracted to test equipment, the Purchaser
shall advise Conviron, in writing, of the date on which the site
and goods will be ready for testing. In the event that the site
is not in a condition such that the testing can be completed on
the specified date, the Purchaser shall compensate Conviron for
any direct or indirect costs incurred as a result of the delay,
to the extent that they are recoverable at law.
Proprietary Information
Any technical information furnished by Conviron to the Purchaser
relating to or as a result of an order shall be considered confidential
unless otherwise indicated by Conviron, in writing, or unless required
to be disclosed by governmental authority. Where the Purchaser is
a general contractor, such information may be disclosed to the ultimate
owner and/or user(s). In any event, such information shall not be
reproduced, used or disclosed to others without Conviron's prior
written consent, and shall be returned to Conviron upon request.
All controller software is the property of Conviron, and is licensed
for use by the Purchaser. The Purchaser is prohibited from transferring
software to a third party, or from using the software in other equipment
for which the software has not been purchased, without the express
written consent of Conviron.
Warranty and Liability
All warranties, guarantees and conditions in respect of the goods,
other than those expressly stated in Conviron's standard warranty,
are expressly excluded, including the implied warranties of merchantability
and fitness for a particular purpose. Conviron (including its directors,
officers, employees and agents) shall not be liability for indirect,
incidental or consequential damages of any kind, regardless of the cause of such loss or damage.
This includes but is not limited to lost profits, lost data, business interruption, or loss or damage
arising out of the existence of any fungi or any spores, mycotoxins,
odors, or any other substances, products or bi-products produced
by, released by, or arising out of past presence
of fungi, mold or mildew. Some jurisdictions do not allow the limitation
or exclusion of liability for incidental or consequential damages,
so the foregoing limitation or exclusion may not apply. In no event
shall the liability of Conviron exceed the purchase price of the
specific good giving rise to the alleged loss.
Construction and Severability
All Conditions in this document shall prevail over and supercede
any contrary or inconsistent terms or conditions or other documents
issued by the Purchaser, whether they have been communicated in
the past or are communicated in the future. In the event that any
provision of these Conditions is determined to be invalid or unenforceable,
the remainder of the Conditions shall remain valid and enforceable
to the maximum extent so as to achieve, as closely as possible,
the original intentions.
Applicable Laws
The laws of the Province of Manitoba, in Canada, shall govern if
any dispute arises hereunder, with the courts of the Province of
Manitoba having exclusive jurisdiction.
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