Terms and Conditions

Please review these Terms & Conditions. It is important you read and understand these terms; please email us with any questions you may have prior to completing your purchase. In purchasing products or services from Per Vices, you acknowledge reading, and agree to be bound by, these terms and conditions.

Contact Information

We check our email frequently; please direct all questions or concerns to:

solutions@pervices.com

Intended Use

Unless otherwise noted in writing, Per Vices Hardware is intended for development, engineering, research, or science use only. See Warranties and Representations for more information.

Not for Life Support or Critical Applications

Products sold by Per Vices are not designed, intended or approved for use in life support, implantable medical devices, transportation, nuclear, safety or other equipment where malfunction of the Product can reasonably be expected to result in personal injury, death, severe property damage or severe environmental harm. Your use or sale of Products for use in such critical applications are at your own risk and you agree to defend, indemnify and hold harmless Per Vices from any and all damages, claims, suits or expenses resulting from such use.

You understand and agree that you remain responsible for using your independent analysis, evaluation and judgment in designing your applications and that you have full and exclusive responsibility to assure the safety of your applications and compliance of your applications (and of all Per Vices Corporation products used in or for your applications) with all applicable regulations, laws and other applicable requirements. You represent that, with respect to your applications, you have all the necessary expertise to create and implement safeguards that (1) anticipate dangerous consequences of failures, (2) monitor failures and their consequences, and (3) lessen the likelihood of failures that might cause harm and take appropriate actions. You agree that prior to using or distributing any applications that include Per Vices products, you will thoroughly test such applications and the functionality of such Per Vices products as used in such applications.

Please read our Warranties and Representations for more information.

Payment Methods

Per Vices accepts major credit cards, including Visa and MasterCard. Please email us for special arrangements, including cheque, money order, or wiring instructions.

Shipment Information

We ship most orders within 36 hours of your checkout. The actual transit time will vary depending on shipping method selected; delivery estimates are provided to you when selecting your shipping method. We shall notify you by email when your time has shipped, and include a tracking number when possible. All shipments are fully insured.

International Shipments

We are pleased to offer international shipping to most countries. We do not ship to Belarus or Democratic People’s Republic of Korea. In some cases, additional information may be required prior to shipping.

Title and Risk of Loss

Unless otherwise agreed to in writing, all Products will be shipped FCA (Incoterms 2010) (Per Vices’ premises) or as otherwise designated by Per Vices in a notice to you. Ownership of, and risk of loss with respect to, the Products shall pass to you upon delivery thereof by Per Vices to you or to a carrier for shipment to you, whichever is earlier, regardless of whether Per Vices will install or supervise the installment of the Products. Products held or stored by Per Vices for you shall be at your sole risk, and you shall be liable for the expense to Per Vices of holding or storing Products at your request.

Damaged Shipments

We take care in testing and package all of our outgoing shipments. If a shipped order arrives with obvious damage, please refuse to accept it and the shipping company will return the merchandise to Per Vices. Please contact us and we shall arrange to ship a replacement product. Note carefully: Risk of damage or loss is transferred immediately upon delivery of product to first carrier. (In case of obvious damage please do not accept the shipment, or note such damage on manifest prior to accepting. In either case, please contact us.)

Warranty and Return Policy

Our intention is to provide the highest quality products; all hardware is individually tested and verified to work prior to shipping. Per Vices warrants to you that for thirty days (30) days from the date title to the Product passes, each Product sold hereunder will be free of defects in materials or workmanship, and conform to those specifications published or agreed to at the time title passes. Per Vices’ sole liability and responsibility under this warranty is to repair or replace any Product that is returned to it by you, and that we determine is defective by reason of manufacturing or workmanship. Product returned to Per Vices will be shipped to Per Vices at your expense, and will be returned at Per Vices’ expense. The obligation to honour this warranty is contingent upon receipt of payment in full for shipped products. The warranty of replacement products shall terminate with the warranty of the product, or fifteen (15) days from the date title of the replacement product passes to you, whichever is greater.

Order Changes or Cancellations

We aim to ship orders as quickly as possible. It is critical you immediately email us to cancel or change your order. We do reserve the right to cancel an order prior to shipping. In the unlikely event we cancel your order we shall immediately notify you (generally by email) and refund the order. Order changes or cancellations are not possible after we ship the order. Order cancellations or changes are not possible for custom hardware or software development.

Warranties and Representations

YOUR USE OF THIS DEVICE IS AT YOUR OWN RISK.

Hardware has not been tested or approved by any agency or approvals body for Electrical Safety, Electromagnetic Compatibility, or Regulatory Compliance at the time of distribution.

This device is capable of RF transmission on bands or frequencies subject to regulatory oversight. It is the exclusive responsibility of customers and end users to ensure use of this device meets local regulatory and legal standards, as they may apply to you and the band of interest.

Except as explicitly agreed to in writing by Per Vices, or provided for herein, we are under no obligation to provide updates, upgrades, support, or maintenance of any kind.

EXCEPT AS PROVIDED HEREIN, PRODUCTS PROVIDED BY PER VICES CORPORATION ARE “AS IS”, AND WITH ALL FAULTS. PER VICES SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED, OR OTHERWISE, ARISING WITH RESPECT TO PURCHASE OR USE OF PRODUCTS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

PER VICES SHALL HAVE NO RESPONSIBILITY TO THE EXTENT ANY DEFECT OR FAILURE IS CAUSED BY NONCOMPATIBILITY OF THE PRODUCTS WITH OTHER COMPONENTS USED BY BUYER. PER VICES SHALL HAVE NO RESPONSIBILITY FOR NONSTANDARD PRODUCTS OR PRODUCTS PURCHASED THROUGH UNAUTHORIZED CHANNELS. LABELING ON PRODUCTS AND PACKAGING IS INTENDED SOLELY FOR COMPLIANCE WITH APPLICABLE LAW AND PER VICES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, THAT ARISE FROM SUCH LABELING OTHER THAN AS REQUIRED BY APPLICABLE LAW.

PER VICES SHALL NOT BE LIABLE TO YOU, OR ANYONE ELSE, FOR ANY DAMAGES, DIRECT OR INDIRECT, INCURRED OR ARISING FROM THE USE OF THIS PRODUCT. IN NO EVENT SHALL PER VICES BE LIABLE FOR LOSS OF PROFITS OR SAVINGS, LOSS OF USE, ANY TELECOMMUNICATIONS BREAKDOWN, LOSS OF DATA, BUSINESS INTERRUPTION, DELAY, ANY SUSPENSION OF SERVICE, NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY OUT OF THE USE OF THIS PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PER VICES NEITHER ASSUMES OR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY.

Limitation of Liability

PER VICES CORPORATION’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE UNDER THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE COST OF THE HARDWARE PURCHASED UNDER THIS AGREEMENT FOR THE SIX (6)-MONTHS PRECEDING ANY CLAIM FOR THE PRODUCT AND/OR SERVICES AND/OR DELIVERABLES THAT GAVE RISE TO THE CLAIM. YOU AGREE THAT THE FOREGOING REPRESENTS A FAIR ALLOCATION OF RISK HEREUNDER. 

Intellectual Property Ownership

Per Vices Corporation shall exclusively own all rights, title and interest (including all intellectual property rights) in any products, services, or deliverables, created by Per Vices Corporation pursuant to this contract, or pursuant to the sale of products or services under this contract or Statement of Work, and you shall have no right, title, or interest therein, and expressly and irrevocably waive any moral rights to said intellectual property, even though you may have contributed to the creation of any of the Intellectual Property. You are authorized to use, copy and modify any individual Per Vices Corporation resource or product only in connection with the development of applications that include the Per Vices product(s) identified in, or supporting, such Per Vices Product.

Per Vices Corporation and/or its licensors shall retain all right, title and interest (including all intellectual property rights) in any materials used by Per Vices Corporation in the provision of services or the development of deliverables. NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE TO ANY OTHER PER VICES CORPORATION INTELLECTUAL PROPERTY RIGHT, AND NO LICENSE TO ANY TECHNOLOGY OR INTELLECTUAL PROPERTY RIGHT OF PER VICES CORPORATION OR ANY THIRD PARTY IS GRANTED HEREIN, including but not limited to any patent right, copyright, schematic, PCB layout, mask work right, or other intellectual property right relating to any combination, machine, or process in which Per Vices products or services are used. Information regarding or referencing third-party products or services does not constitute a license to use such products or services, or a warranty or endorsement thereof. Use of Per Vices Corporation products may require a license from a third party under the patents or other intellectual property of the third party, or a license from Per Vices under the patents or other intellectual property of Per Vices Corporation. You agree to cooperate and assist in every way possible in the protection of any such Intellectual Property.

Force Majeure

Per Vices shall not be liable for any loss or damage resulting from any delay in delivery or failure to give notice of delay when such delay is due to any cause or event beyond Per Vices’ control, including, without limitation, acts of nature, pandemics, epidemics, unavailability of supplies or sources of energy, riots, wars, terrorist acts, sabotage, fires, strikes, labor difficulties, delays in transportation, delays in delivery or defaults by Per Vices’ vendors, or your own acts or omissions. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and you shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for a period in excess of one-hundred-twenty (120) days, you or Per Vices shall have the right by written notice to the other to cancel the order for the Products subject to the delayed delivery without further liability of any kind.

Governing Law

Any and all matters in dispute between the parties, whether arising from or relating to these terms and conditions or arising from alleged extra-contractual facts including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of contract, shall be governed by, construed, and enforced in accordance with the laws of Canada, without resort to any conflict of laws provisions and regardless of the legal theory upon which such matter is asserted and the sole jurisdiction and venue for all actions related to the subject matter hereof shall be Toronto, Ontario, Canada. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from these terms and conditions.

Assignment

These terms and conditions are not assignable by you and any attempt to assign any rights, duties or obligations arising hereunder shall be void. Per Vices may, as it deems necessary, subcontract any part of the work or services to be provided pursuant to these terms and conditions.

Arbitration

All disputes arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be arbitrated and finally resolved pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The seat of arbitration, and its location, shall be Toronto, Ontario, Canada. The language of arbitration shall be English.

Victor WollesenTerms