PURCHASE AGREEMENT

This Purchase Agreement (hereinafter referred to as the 'Agreement') is entered into by GPS Ontario (the ‘Seller’).

Hereinafter, the purchaser shall be identified by the Legal Name and the corresponding Address, City, Province/State, and Postal/Zip Code as detailed in the 'Invoiced To' section of the Sales Quote, Sales Order, or Invoice (the “Order”) pertaining to this transaction (the “Buyer”).

1. DESCRIPTION OF GOODS: The Seller agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Seller, the specific goods (the "Goods") as detailed in the Order. The Goods are limited to those items expressly listed and described in the Order.

Any changes or additions to the Goods must be agreed upon in writing in an updated Order.

2. TERMS OF PAYMENT: The Buyer agrees to the following payment terms:

A minimum fifty percent (50%) deposit of the total purchase price is due within ten (10) days from the signing of this Agreement.

The remaining balance of the total purchase price shall be due at the time of delivery of the items listed in this order.

Payment Details: The Buyer shall make payments in the currency specified in the Order. Payments can be made by:

Cheque: Cheques should be made payable to GPS Ontario and mailed to the address provided in the Order.

Email Transfer: Email transfers should be directed to [email protected] with a clear indication of the invoice or order number.

Online Payment: Online payments can be made through the specified online payment platform, the details of which are provided in the Order.

Financing: The Buyer may explore financing options for the total purchase price. Inquiries regarding financing can be directed to the Seller. Financing approvals and contract completion are required before shipping and/or delivery can be scheduled. A deposit directly to GPS Ontario is not required on approved financing. However, proof of completion of all documentation will be required, and payment in full will be required within ten (10) days of the delivery of goods. The terms and conditions of any financing arrangement will be determined separately. The Buyer acknowledges that financing terms are subject to approval by the financing institution.

Failure to Pay at Delivery: In the event of failure to make payments as specified, the following consequences may apply:

· Postponement of installation or setup of the system to a later date;

· An invoice for an additional Delivery charge and Travel charge will be applied; and

· If the payment is not received when due, the Seller reserves the right to demand the return of the goods delivered. In such an event, the Buyer must return the goods in their original condition, at the Buyer's expense.

The Seller retains the discretion to enforce all rights and remedies at law is response to a breach of this Agreement.

Interest on Past Due Accounts: All accounts past due by thirty (30) days from the date of delivery will result in a thirteen percent (13%) interest charge. This interest will be calculated on the outstanding balance and will accrue from the thirty-first (31s)t day after the date of delivery until the date of payment.

These charges and interest will be communicated to the Buyer in writing, and the Seller reserves the right to take legal action or withhold further services until the outstanding amount, including interest, is settled.

3. DELIVERY: The Seller agrees to schedule the delivery of the Goods to the Shipping Address specified in the Order after the deposit and/or payment in full is made. The Buyer is responsible fo the shipping costs.

Failure to make the required payment(s) will result in a further delay in the delivery schedule. The Seller will communicate the revised delivery timeline to the Buyer upon receipt of the necessary payment.

Upon receipt of the equipment at the Shipping Address, the Buyer is obligated to make the final payment in full. The payment is due on the date of receipt of the equipment, not at the date of installation or setup.

4. INSPECTION AND ACCEPTANCE: The Buyer shall have the right to inspect the Goods upon delivery. If the Goods do not conform to the specifications or are otherwise unsatisfactory, the Buyer may reject the Goods.

5. TITLE AND RISK OF LOSS: Title to the Goods shall transfer to the Buyer upon delivery to the Shipping Address specified in the Order. Risk of loss or damage to the Goods shall transfer to the Buyer upon delivery.

6. WARRANTIES:

Warranty for Hardware: The Seller warrants that the hardware components of the Goods will be free from defects in material and workmanship for a period of one (1) year from the date of receiving the items. If any hardware is found to be defective within the warranty period, the Seller, at its discretion, will repair or replace the defective hardware.

Optional Extended Warranty: Upon request, the Buyer may inquire about the availability of an optional extended warranty for the Goods. The terms, conditions, and duration of the optional extended warranty will be provided separately and may involve additional costs. The decision to purchase the optional extended warranty is entirely at the discretion of the Buyer.

7. SOLE REMEDY: The sole and exclusive remedy under this warranty, and the Seller's sole obligation, shall be limited to the repair or replacement of defective hardware components of the Goods. The decision to repair or replace shall be at the Seller's discretion.

In no event shall the Seller be liable for any other remedies, including but not limited to consequential, incidental, indirect, special, or punitive damages, or any other costs or expenses incurred by the Buyer.

8. LIMITATION OF LIABILITY: To the fullest extent permitted by law, the Seller's liability for any claim arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount paid by the Buyer for the Goods under this Agreement.

In no event shall the Seller be liable for any consequential, incidental, indirect, special, or punitive damages, or any other costs or expenses incurred by the Buyer, including, but not limited to, loss of profits, loss of business, or loss of data.

9. RETURN POLICY:

Hardware Returns: For returns involving hardware items, the following conditions apply:

Restocking Fee: A twenty-five percent (25%) restocking fee will be applied to all returned hardware items. This fee is designed to cover handling, inspection, and other associated costs incurred by the Seller.

Software Returns and Activation/Installation Conditions: The Buyer acknowledges and agrees that software products, including any form of subscriptions and/or licenses, are subject to specific return conditions. Once the software has been activated or installed by the Buyer, it is considered non-returnable and non-refundable. The Buyer is responsible for ensuring that the software meets their requirements before activation or installation. By proceeding with the activation or installation of the software, the Buyer accepts that the product is final sale and waives any right to return the software for a refund or exchange.

Return Duration: All returns must be initiated within thirty (30) days from the date of receipt of the Goods. The Buyer must notify the Seller within this specified duration to be eligible for a return.

Return Procedure: To initiate a return, the Buyer must notify the Seller within thirty (30) days of the receipt of the Goods. The Seller will provide further instructions regarding the return process, including the issuance of a return authorization.

Condition of Returned Items: All returned items, whether hardware or software, must be in their original condition and packaging. The Seller reserves the right to refuse returns that do not meet these criteria.

Refund Process: Upon receipt and inspection of the returned items, the Seller will process the refund. The refund will be issued within ninety (90) days of the receipt of the equipment, using the original payment method, and the Buyer will be notified accordingly.

10. FAILURE TO PAY:

Restocking Charges for Failure to Pay: In the event of failure to pay as specified in Section 2 (Terms of Payment), restocking charges may apply. If the Buyer fails to make the required payments, the Seller reserves the right to charge a restocking fee, as outlined in Section 9 (Return Policy).

Minimum Deposit Requirement: To avoid restocking charges, the Buyer acknowledges and agrees to make a minimum deposit of fifty percent (50%) of the total purchase price, as detailed in Section 2 (Terms of Payment), within the specified timeframe.

11. ACCEPTANCE OF TERMS:

Acknowledgment and Agreement: By signing this Agreement, the Buyer acknowledges having read, understood, and agreed to all the terms and conditions outlined herein.

Legal and Binding Agreement: This Agreement constitutes a legal and binding agreement between the Seller and the Buyer. The Buyer further acknowledges that they have sought or had the opportunity to seek independent legal advice before entering into this Agreement.

Changes or Modifications: No changes, modifications, or amendments to this Agreement shall be valid unless made in writing and signed by both parties.

Local Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Ontario. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in the Province of Ontario.

By accepting and signing, the Buyer affirms their understanding and acceptance of the terms and conditions set forth in this Agreement.

STANDARD TERMS AND CONDITIONS OF SALE

You should update this document to reflect your T&C.

Below text serves as a suggestion and doesn’t engage Odoo S.A. responsibility.

The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
Our invoices are payable within 21 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, GPS Ontario reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. GPS Ontario will be authorized to suspend any provision of services without prior warning in the event of late payment.
If a payment is still outstanding more than sixty (60) days after the due payment date, GPS Ontario reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.
Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can GPS Ontario become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to GPS Ontario in its entirety and does not include any costs relating to the legislation of the country in which the client is located.
GPS Ontario undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. GPS Ontario cannot under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
In order for it to be admissible, GPS Ontario must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 8 days of the delivery of the goods or the provision of the services.
All our contractual relations will be governed exclusively by Canada law.