These Terms of Product Sales ("Terms") govern every purchase of third-party hardware, software, subscriptions, cloud services, warranties and support ("Products") from Amiri Digital Inc. ("Amiri Digital", "we", "us"). By placing an order, accepting a quote or paying an invoice, you ("Customer", "you") agree to these Terms.
If you and Amiri Digital have signed a separate written agreement covering Products, including a contract awarded through a public procurement process, that agreement governs where it conflicts with these Terms. Services we perform ourselves are covered by our Terms of Services.
1. We are a reseller
Amiri Digital resells Products made, published or provided by third parties ("Manufacturers"), sourced through authorized distribution channels. We are not the manufacturer, publisher or licensor of any Product. You are relying on the Manufacturer's published specifications, not on any description we provide.
2. Quotes and orders
- Quotes are valid for the period stated on the quote, or 15 days if none is stated.
- An order is binding only once we accept it in writing (including by email) or ship the Products.
- Terms on your purchase order, other than those identifying the Products, quantities, delivery address and pricing we quoted, do not apply and are rejected, even if we fulfil the order.
- We may decline any order.
3. Pricing and availability
- Prices are in Canadian dollars and exclude taxes, duties, shipping and environmental handling fees unless stated otherwise.
- Pricing and availability depend on our Manufacturers and distributors and can change before we accept your order.
- If a Manufacturer or distributor raises its price, imposes a surcharge, restricts supply or discontinues a Product after we quote but before we ship, we will notify you. You may accept the new price or date, accept a comparable substitute we propose, or cancel the affected Product for a refund of any amount prepaid for it. If you don't respond within the time stated in our notice, we may cancel the affected Product and refund any prepaid amount.
- We may correct pricing, description or typographical errors at any time, including after accepting an order. If a correction increases the price, you may cancel the affected Product.
4. Payment
- Unless we have agreed credit terms with you in writing, payment is due before we place the order with our supplier.
- Where credit terms apply, invoices are due within 30 days of the invoice date.
- Credit is extended at our discretion and may be changed or withdrawn based on your payment history or financial condition.
- Overdue amounts bear interest at 1.5% per month (18% per year), calculated and compounded monthly, or the maximum rate allowed by law if lower.
- We may suspend shipments, services or subscriptions while any amount is overdue. You are responsible for reasonable costs of collecting overdue amounts, including legal fees.
- Until we are paid in full, we retain a security interest in the Products sold.
5. Taxes
You are responsible for all applicable GST/HST, PST and other taxes, duties and fees. If you claim an exemption, you must provide valid documentation at the time of order.
6. Delivery, title and risk
- Delivery dates are estimates. We are not liable for delays caused by Manufacturers, distributors or carriers.
- We may ship in partial deliveries.
- Unless agreed otherwise, Products are delivered to the address on your order, freight prepaid and added to your invoice. Title and risk of loss pass to you on delivery. If you use your own carrier or carrier account, risk passes to you when the Products are handed to that carrier.
- You must report any shortage, visible damage or non-delivery within 5 business days of delivery (or of the expected delivery date). Our responsibility is limited to replacing the missing or damaged Products or adjusting the invoice.
7. Software, subscriptions and cloud services
- Software and cloud services are licensed, not sold. Title and all intellectual property rights remain with the licensor. Your rights are set out in the licensor's end user licence or subscription terms ("EULA"), which you agree to follow.
- Delivery of software occurs when the licence key, download or access is first made available to you.
- Where a Product can only be bought through a Manufacturer's online portal, you authorize us to accept the Manufacturer's end user terms on your behalf.
- Subscriptions may renew automatically under the licensor's terms. Unless you tell us in writing before the renewal deadline set by the licensor, you are responsible for the renewal cost.
- Software, licences, subscriptions and activated cloud services are non-cancellable and non-refundable once ordered, except where the licensor allows it.
8. Warranty
- Products carry only the Manufacturer's warranty. Where the Manufacturer allows, we pass that warranty through to you, and that pass-through is your only remedy for defective Products.
- Products marked refurbished, open-box or used are sold "as is" unless a Manufacturer or refurbisher warranty is stated.
- To the extent permitted by law, Amiri Digital makes no other warranties or conditions, express or implied, including merchantable quality, fitness for a particular purpose and non-infringement.
- Products are not designed for life-support, nuclear or other uses where failure could cause injury, death or serious property damage.
9. Returns
Returns are covered by our Return Policy.
10. Limitation of liability
- Amiri Digital is not liable for any indirect, incidental, special, consequential or punitive damages, including lost profits, revenue, data, business interruption, downtime, security incidents or the cost of substitute goods, however caused.
- Our total liability for any claim relating to a Product is limited to the amount you paid us for that Product.
- These limits apply to claims in contract, tort (including negligence) or otherwise, to the fullest extent permitted by law.
11. Use and export
You are buying Products for your own use and not for resale, unless we agree otherwise in writing. You will comply with all Canadian and U.S. export and sanctions laws that apply to the Products.
12. Confidentiality
Each party will keep the other's non-public business information confidential and use it only to carry out the order, except where disclosure is required by law, including freedom of information legislation that applies to public bodies.
13. Force majeure
We are not liable for delays or failures caused by events beyond our reasonable control, including Manufacturer or distributor shortages, allocation, carrier disruptions, labour disputes, natural disasters, government action or utility failures.
14. General
- These Terms are governed by the laws of British Columbia and the federal laws of Canada that apply there. The courts of British Columbia have exclusive jurisdiction, except that we may bring collection claims in any court with jurisdiction.
- The UN Convention on Contracts for the International Sale of Goods does not apply.
- You may not assign an order without our written consent. We may subcontract fulfilment to our distributors and Manufacturers.
- If any part of these Terms is unenforceable, the rest remains in effect. A failure to enforce a term is not a waiver.
- We may update these Terms. The version in effect when you place an order applies to that order.
- Nothing in these Terms limits rights you have under consumer protection law that cannot be waived.