Acceptance of Orders/Terms
Spatium reserves the right to reject any order. Possession of a price list does not constitute an offer to sell. Orders shall be initiated by the Buyer issuing a Purchase Order or otherwise placing an order by electronic means acceptable to Spatium. Orders shall identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Acceptance of any order by Spatium is expressly conditioned on the Customer’s assent to the terms and conditions set forth herein (“Terms”) and the waiver by the Customer of any terms and conditions contained in any order form, confirmation, or any other communication of the Customer, whether previously or hereafter delivered to Spatium, which either add to, differ from, modify, conflict with, or are otherwise inconsistent with any term or condition herein. Spatium hereby gives notice of its objection to any additional or different terms or conditions in any such order form, confirmation, or communication, and such notice is hereby incorporated in and made part of these Terms. No order shall be binding on Spatium until accepted in writing or by electronic means by Spatium. These terms supersede any previous terms or conditions heretofore applicable to any sales between the parties.
Hold for Release Order
An order may be placed on a hold-for-release status. Prices are firm for three (3) months from date of order acceptance. The price of all hold-for-release orders not released by the Customer for immediate shipment within this three-month period will be subject to price adjustment. All hold-for-release orders must be released for shipment within six months from date of order acceptance. Hold-for-release orders not released within this six-month period shall be cancelled. If Spatium has manufactured or purchased material for production in anticipation of a release for shipment, the Customer shall be responsible for such material.
Product Changes
Spatium reserves the right to discontinue the manufacture or sale of any product (“Spatium Product”) at any time or to alter, modify, change part number designation or redesign the Spatium products without incurring any obligation to provide or install such changes in products previously purchased.
Prices
Prices are subject to change without notice until an order is accepted by Spatium. Unless otherwise agreed to in writing, Spatium’s pricing does not include taxes, freight charges, insurance costs, import duties, or any other similar charges.
Payment Terms
Payment terms are net thirty (30) days from date of invoice. All sums not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or, if lower, the maximum rate permitted by applicable law) from the due date to the date of actual payment. In the event that any amount due under this agreement is not paid when due, then Spatium may, in addition to any other remedies which may be available to it, withhold deliveries of any products, both on order and in transit. Time is of the essence with respect to payment obligations. Orders shall be placed only by authorized buyers.
Customer shall pay all undisputed invoices regardless of any dispute that may exist as to other delivered or undelivered goods. With respect to any disputed invoice, the Customer shall pay all amounts not in dispute. The Customer expressly waives the right to assert any offset or counterclaim with respect to amounts due under any invoice issued by Spatium hereunder.
Cancellation / Change Orders
Orders may only be revised or cancelled by the Customer, prior to the date of shipment and only with Spatium’s prior consent. All cancelled orders shall be subject to a cancellation charge of 25% of the order price. If not cancelled as provided herein, the Customer shall be liable for the full order price. If any amount due Spatium is collected by, or attempted to be collected by, a third party collection agent, Spatium shall be entitled to recover all collection expenses, including attorney’s fees.
Packaging / Shipping / Risk of Loss
Unless otherwise agreed by Spatium, all products will be packaged in accordance with Spatium’s standard packaging. All products will be shipped per Spatium’s standard shipping policy from the shipping point shown on the invoice, with all transportation charges payable by Customer, unless otherwise agreed to in writing between the parties. Risk of loss shall transfer to Customer upon Spatium’s tender of the products to the carrier. Spatium shall not be liable for freight damage or any damage during transit.
Delivery / Delays
Delivery dates provided by Spatium are estimates only. Spatium shall not be responsible for delays in delivery due to circumstances beyond its reasonable control, including without limitation, acts of nature, terrorism, acts of government, labor disputes, failure of suppliers to deliver, delays in customs clearance, transportation delays, computer or communication system failures, power failures, or other similar causes. In the event of delays due to circumstances within Spatium’s reasonable control, Spatium shall use its commercially reasonable efforts to minimize any delay and shall notify Customer promptly. In no event shall Spatium be liable for incidental, special, indirect, or consequential damages, including loss of profits, resulting from any delay in delivery.
Title
Title to all products shall pass from Spatium to Customer upon payment of the full purchase price. If Customer becomes insolvent, files a petition for protection under applicable bankruptcy laws, has an involuntary petition in bankruptcy filed against it, makes an assignment for the benefit of creditors, or a receiver is appointed for the Customer or any substantial part of its assets (collectively, an “Insolvency Event”), Spatium shall be entitled to repossess all products in which title has not passed to Customer, wherever located. The Customer hereby grants Spatium a continuing security interest in such products. Customer authorizes Spatium to file a UCC financing statement (or any similar document under applicable law) to perfect such security interest without Customer’s signature.
Acceptance of Products
Customer shall inspect all products upon receipt. Claims for shortage or damages apparent upon delivery must be made to the carrier on the delivery receipt at the time of delivery. Customer shall notify Spatium in writing of any shortage, defect, or non-conformance with specifications within five (5) business days of receipt of the product. Products not rejected within such period shall be deemed accepted by Customer. Customer shall not make any deduction from any invoice for any products that have been accepted. Any other claim must be submitted within thirty (30) days after the date on which the defect, shortage or damage is discovered.
Returns
Products may not be returned without Spatium’s prior written authorization. Products authorized for return must be shipped prepaid, in original packaging, and in re-salable condition, and must be accompanied by the original packing slip or invoice. Returned goods are subject to a restocking fee.
Warranty
Spatium warrants that products will be free from defects in materials and workmanship and will conform to applicable specifications and instructions published by Spatium, for a period defined below from the delivery date from the end user.
- Smart Wireless Lighting Nodes – 5 years (possibility of extended warranty)
- G3+ Gateways – 3 years (possibility of extended warranty)
- MPS parking lot status and monitoring detection sensors – 3 years
- M1 Gateways – 2 years
In the event of a product failure due to materials or workmanship:
For warranty service, once your request is accepted, an RMA number will be issued and the following policy will apply:
- The Customer is responsible for covering the shipping costs to return the goods to our offices. Spatium will cover customs clearance fees, taxes and duties.
- Spatium will repair or replace the defective units and will cover the return shipping to the address provided by the Customer. However, the Customer is responsible for importing the items into the destination country, including customs clearance fees, taxes, duties, etc.
- Products not manufactured by Spatium are subject to the original manufacturer’s warranty terms.
THE ABOVE WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY OF SPATIUM AND IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This warranty does not cover damage by misuse, improper installation or maintenance, alteration, accident, or negligence in use, storage, transportation or handling. Notwithstanding the foregoing, Spatium’s liability under this warranty shall not exceed the purchase price paid for the defective product.
Software and Firmware Warranty
SPATIUM warrants that media on which software is furnished will be free from defects in materials and workmanship for a period of 90 days from date of shipment.
Correction of software: SPATIUM will either replace or repair, without additional charge, any software that does not perform in substantial compliance with its documented specifications. In the foregoing circumstances, SPATIUM will deliver either corrective code or a corrected copy of the software.
Final Remedy: If SPATIUM is unable to replace defective media or provide a corrected copy of the software within a reasonable amount of time, SPATIUM will either replace the software with a functionally similar program or refund the license fees paid for use of the software.
Exclusion of Other Warranties
SPATIUM does not warrant that the functions contained in the software and firmware will meet your requirements or that the operation of the software will be uninterrupted or error free. The Warranty does not cover any copy of the software that has been altered or changed in any way by you or others. SPATIUM is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems that are made after the release of the software, nor for problems in the interaction of the software with non-SPATIUM software. No action, regardless of form, arising out of the transactions under these terms may be brought by Customer more than one (1) year after the cause of action has occurred.
Limitation of Liability
IN NO EVENT SHALL SPATIUM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OR THE PURCHASE, USE, OR PERFORMANCE OF ANY PRODUCTS OR SOFTWARE, EVEN IF SPATIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPATIUM’S TOTAL LIABILITY TO CUSTOMER FOR DIRECT DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
Intellectual Property
All intellectual property rights in and to the products, including all patents, trademarks, copyrights, trade secrets and other proprietary rights, are and shall remain the exclusive property of Spatium. Customer shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any software provided by Spatium. Customer shall not remove or alter any proprietary notices, labels, or marks on the products.
Confidentiality
Customer agrees to maintain the confidentiality of all proprietary or confidential information disclosed by Spatium in connection with these Terms, and shall not disclose such information to any third party without Spatium’s prior written consent. This obligation shall survive the termination or expiration of these Terms for a period of five (5) years.
Governing Law / Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without regard to its conflict of laws provisions. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec for the resolution of any dispute arising out of or relating to these Terms or the purchase or use of any products.
Miscellaneous
These Terms, together with any applicable purchase order accepted by Spatium, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. These Terms may not be assigned by Customer without Spatium’s prior written consent. Spatium may assign these Terms at any time without notice to Customer.