Policies, Terms and Conditions

SALES AND SERVICE TERMS & CONDITIONS

 
1. SCOPE
  • 1.1 The terms and conditions of sale set forth herein apply to all contracts of sale or license entered into by Keltech Communications Inc. or Keltech for its represented goods or services (“Products”), including associated proprietary information. The Products covered by these Terms and Conditions are based upon Keltech’s standard specifications, final acceptance test procedures, manufacturers schedules, known Licensing and Governing authorizations, and the standard schedules upon mutual agreement between Keltech and the BUYER, as necessary.
     
  • 1.2 All quotations, proposals, bids, or similar communications from Keltech shall be considered solicitations of offers. All orders placed by BUYER shall be considered offers, which shall be deemed accepted upon written notice thereof from Keltech. Notwithstanding terms and conditions that may be included on BUYER’s purchase order form or otherwise, Keltech’s acceptance is conditional upon BUYER’s assent to the terms and conditions set forth herein. Any term or condition in BUYER’s purchase order or acceptance in addition to or not identical with any of these terms and conditions shall not become part of the contract unless such term or condition is stated in writing and approved and signed by an officer of Keltech. Keltech’s failure to object to any term or condition contained in any communication from BUYER shall not be deemed assent to such term or condition or a waiver of these Terms and Conditions.
     
2. PRICING TERMS
  • 2.1 Pricing shall be valid for a period of thirty (30) days from date of quotation. Verbal quotations expire the day they are made. Shipping quotations shall be valid for a period of seven (7) days from date of quotation. Keltech may make any changes to the List Prices at any time for all Products, services, and in any included List Prices.
     
  • 2.2 List prices will remain firm through delivery to BUYER unless BUYER requires shipment of Hardware beyond a three (3) month period from order receipt by Keltech. Prices for new Hardware or services, not defined in the original Order bill of material, that are added by Change Order, shall be priced based upon the then current List Price.
     
3. CURRENCY AND TAXES
Orders placed directly with Keltech will be quoted, invoiced and paid in Canadian dollars unless otherwise agreed by both parties. Unless otherwise stated in the offering, prices not quoted in Canadian currency are based on the rates of exchange between the Canadian dollar and the quoted currency ruling at the date of offering. Any variation between such rates ruling at the date of offering and date of payment to Keltech shall be for BUYER’s account. All quoted prices are subject to additions which may be necessary to cover any duty, tax or charge, now existing or hereafter imposed by Government authorities upon equipment or services quoted by Keltech, or upon the production, sale, distribution, delivery, import or export thereof, or upon other features related thereto. All exceptions to the above will be mutually agreed upon by both parties.
 
4. BILLING AND PAYMENT
  • 4.1 Unless otherwise specified, BUYER’s payment is due NET thirty (30) days from the date of each invoice, subject to credit approval by Keltech. Partial payments shall be provided when specified or as a result of changes in accordance with the Changes clause, in which event Keltech and BUYER will mutually agree upon modified payment terms. BUYER agrees to pay Keltech in Canadian dollars unless as mutually agreed to by both parties. Payment shall be made by electronic funds transfer, check, or by any other form of payment specified by Keltech in its acknowledgment of BUYER’s order, including if required an irrevocable, confirmed letter of credit from a reputable bank, payable on demand. Keltech reserves the right to establish and/or change the credit and payment terms, when in the sole opinion of Keltech, BUYER’s financial condition or previous payment record warrants such action.
     
  • 4.2 Keltech does not provide firm pricing on labor services unless in written agreement identifying specifically the labor services and costs. All quoted pricing on labor is otherwise considered an estimate only.
     
  • 4.3 On orders under SGP $100,000, hardware as well as design and / or other services, will be billable upon delivery of Product or service from supplier to Keltech and paid within 30 days and the remaining billable upon installation, delivery or shipment by Keltech to Buyer and paid NET 30 days.
     
  • 4.4 For project orders with hardware, as well as design and / or engineering, other services which exceed Canadian $100,000 in value, the following milestone-billing schedule will apply:
-Billing Percentage Milestone
-20% Upon receipt of order
-50% Upon submittal of final arrangement for approval
-20% Upon completion of Keltech Acceptance Test (KAT)
-10% Upon shipment from Keltech*
* If project does not require Keltech acceptance test, then 20% KAT billing does not apply and 30% will be billed upon shipment from Keltech.
  • 4.5 The labor hours for field services on a Time and Materials order will be billed at published rates on a monthly basis. In addition to these labor hour billings, any associated travel, living, and other expenses incurred will be billed at actual costs plus 15%.
     
5. LIABILITY AND INDEMNIFICATION
  • 5.1 Keltech Indemnification – Keltech shall defend, indemnify and hold BUYER harmless from and against any and all claims, losses, expenses, or damages, including attorney’s fees, resulting from damage to all property, private or public, and injuries, including death, to all persons, arising from any negligent acts or omissions or willful misconduct of Keltech.
     
  • 5.2 BUYER Indemnification – BUYER shall defend, indemnify, and hold Keltech harmless from and against any and all claims, losses, expenses, or damages, including attorney’s fees, resulting from damage to all property, private or public, and injuries, including death, to all persons, arising from any negligent acts or omissions or willful misconduct of BUYER.
     
  • 5.3 LIMITATION OF LIABILITY – Neither party shall be liable to the other party for any special, indirect, incidental, or consequential damages nor for any loss of profit or loss of expected sales revenue whether arising out of performance of this agreement, any order issued pursuant to this agreement, including damages based on warranty, contract, negligence or any other cause or combination of causes whatsoever, real or alleged.
     
6. DELIVERY, TITLE, AND RISK OF LOSS OR DAMAGE
  • 6.1 Keltech will use its best efforts to deliver Products in accordance with mutually agreed delivery dates. All deliveries shall be F.O.B. Keltech facility. Title to all Products, EXCLUDING SOFTWARE, and risk of loss of damage shall pass to buyer upon delivery to the carrier. Keltech will pack and ship all Products in accordance with good commercial practice. Keltech shall have the right to make partial shipments for any order placed by BUYER, and BUYER shall be required to pay for such partial shipments. Products held or stored for BUYER by Keltech shall be at the risk and expense of BUYER. Prices may be adjusted upward 0.5% of the contract price for each month or minimum charge of Canadian $100 dollars per day the scheduled shipment date is delayed at BUYER’s request.
     
  • 6.2 In the absence of specific written instructions, Keltech shall select the carrier and obtain insurance for the full value of the shipment and bill the BUYER for the full cost of such shipping and insurance, but such carrier or insurer shall not be deemed to be the agent of Keltech, and in no event shall Keltech be liable for any delay in delivery or assume any liability regarding shipment, including the risk of loss or damage.
     
7. ACCEPTANCE OF PRODUCTS
The place of final inspection and acceptance for Products shall be at Keltech’s facility, during normal working hours. The successful completion of Keltech’s test procedures and diagnostic test programs performed at Keltech’s facility on the Products shall constitute BUYER’s acceptance of the Products. If the buyer does not perform an acceptance at Keltech’s facility, Keltech shall deliver the Products and the Products are considered as accepted by the Buyer. Buyer must provide Keltech with written notice if Buyer requests to be present for testing and acceptance (KAT) of products.
 
8. MINIMUM LEAD TIME
Keltech will make best efforts to provide and keep Buyer updated on current Product Lead Time as provided by the manufacturers of products resold by Keltech. Keltech claims no responsibility in Lead Time’s or unavailability of products provided by manufacturers.
 
9. CHANGES
  • 9.1 In general, the Buyer may, from time to time during the period of performance of an order, by written notice issued by the Buyer, request changes to the order, including changes to the Specifications, method of shipping and packing, and time or place of delivery. If any such change request causes an increase or decrease in the cost of, or in the time required for the performance of the work under the order, the Parties shall negotiate an equitable adjustment in the price, delivery date, or both and in other such provisions as may be affected. The order will be modified accordingly prior to Keltech being obligated to implement the change request. Failure to reach agreement on an equitable adjustment shall be resolved under the provisions of Arbitration. Changes in any other provision of this contract, including time of delivery, or addition or deletion of work etc., may be made only by mutual agreement of the parties.
     
  • 9.2 However, changes to an accepted purchase order containing hardware for products, configured systems or the like may be subject to the following charges:
-Date receipt of Notice Applicable Charge
-Between 30 and 90 days before the scheduled shipment date 1) Changes to delete items will incur a restocking fee of 10% of the amount deleted.
-2) Changes to add items will incur an expedite fee of 10% of the net amount added.
-Less than 30 days before the scheduled shipment date
-1) Changes to delete items will incur a restocking fee of 20% of the amount deleted.
-2) Changes to add items will incur an expedite fee of 20% of the net amount added.
-After shipment of hardware before 30 days from date of invoice or shipment date whichever is first
-Return of any items may be return depending on manufacturer and are subject to a restocking fee of materials only. Restocking Fee determined by manufacturer. “Consumable” products may not be eligible refund.
 
10. CANCELLATION
Cancellation of an accepted order will be subject to charges for the burdened costs expended plus applicable profit by Keltech prior to cancellation, including but not limited to hardware purchases, systems design, planning, drawings, program translation, and documentation as well as program closeout costs. Cancellation charges for custom assemblies, subassemblies, or software will incur a 100% cancellation fee after such item is manufactured or produced, or on a percentage of completion basis, as applicable. The minimum cancellation fee will be 25% of the net order value.
 
11. WARRANTY
  • 11.1 Keltech does not express or imply to provide warranty on products directly or on behalf of manufacturers, however, Keltech may act as representative of the Buyer only to the extent of Product Warranty by the manufacturer. In some cases the manufacturer will apply the warranty from the date of resale from Keltech to the Buyer, however, in most cases the warranty date is from the date the manufacturer has sold the product to Keltech. Typically products received DOA or failed within 30-days from date of received will be replaced, however, this is subject to each manufacturer. It is important to notify Keltech immediately upon receipt of a product received DOA or failure in order for Keltech to make a claim with the manufacturer on Buyer’s behalf.
     
  • 11.2 The warranty contained in this Section shall be void and of no effect or validity unless BUYER has complied with the following conditions:

-(a) BUYER has installed the Products in accordance with Keltech’s or manufacturer’s installation specifications, has used the Products in accordance with Keltech’s or manufacturer’s instructions and has performed maintenance and inspections as recommended by Keltech or manufacturer, including prompt replacement or repair of defective parts.

-(b) The Products or parts thereof, have not been subjected to any misuse, alteration, neglect or accident and have not been repaired or serviced by any person other than by an employee or an authorized representative of Keltech.

  • 11.3 All services provided by Keltech, including repairs and installations, are warranted free of defects in workmanship for a period of thirty (30) days from the date of service or installation. In case of failure, Keltech’s liability shall be limited to furnishing the necessary materials and labor to replace or repair only those parts supplied by Keltech. Keltech shall repair or replace the parts and Keltech shall absorb the costs of all labor and travel expenses incurred as a result of this work provided that materials or servicing of the Products have not been subjected to any misuse, alteration, neglect or accident and have not been repaired or serviced by any person other than by an employee or an authorized representative of Keltech.
     
  • 11.4 During the warranty period, BUYER shall pay all labor, travel and living expenses associated with the costs of repairing or replacing any defective Product.
     
  • 11.5 Optional Extended Warranty provides the same coverage as the Standard Warranty unless specified otherwise.
     
12. RETURNED EQUIPMENT
12.1 Returns for Repair
  • a. Any Product to be returned to Keltech for repair, upgrade, or exchange must have a prior authorization or a Returned Material Authorization (“RMA”) number assigned before shipment to Keltech. The authorization letter or RMA number must be referenced on all documents accompanying the returned Product, as well as any subsequent associated documentation, and prominently displayed on the outside of the shipping container.
     
  • b. Products that are no longer under warranty due to expiration of the warranty period or due to misapplication or misuse will be repaired or replaced at the option of Keltech. All costs associated with the shipment of out-of-warranty Products to Keltech and the reshipment of repaired or replacement Products to BUYER shall be borne by BUYER.
     
  • c. Ship Ahead Products
1. In emergency situations, BUYER may request that a replacement Product be shipped to BUYER before return of a defective Product to Keltech. Keltech will make every reasonable effort to comply with such “Ship Ahead” requests. In the event Keltech ships, delivers or installs a replacement Product before receipt or repair of the defective Product, in addition to the standard repair charge noted in the paragraph above; all material (including equipment rental), labor, travel costs, and an expedite fee of Canadian $500.00 may be charged, which will include the cost of overnight shipment to BUYER.
 
2. It is BUYER’s obligation to ship the defective Product to Keltech immediately upon receipt of the Ship-Ahead Product. If BUYER does not ship the defective Product to Keltech within 15 days of receipt of the Ship Ahead Product, BUYER agrees to pay full list price for the Ship Ahead Product and will be invoiced as such by Keltech.
 
3. Upon receipt of the defective Product, Keltech may elect to consider the Ship-Ahead Product as a replacement for the defective Product.
 
  • 12.2 Returns for Credit
1. Any Product to be returned to Keltech for credit must have written authorization or a Returned Material Authorization (RMA) number assigned before shipment to Keltech. The authorization or RMA number must be referenced on all documents accompanying the returned Product as well as any subsequent associated documentation, and prominently displayed on the outside of the shipping container.
 
2. Special order items are non-returnable.
 
3. A Product may only be returned for credit if the equipment is unused and is in the original shipping container and has authorization by Keltech management.
 
4. The restocking charge for all returns is a non-discountable 35% of the list price of the equipment returned.
  • 12.3 Consumables
The consumable content of the order may not be returned or refunded after delivery, installation or implementation. These items include but are not limited to: Engineering Services, System Integration and Design Services, Labor costs (i.e. meals, hotels, travel, fuel charges, etc.), non-reusable product (i.e. tie-wraps, wire, cable, connectors, wood, concrete, etc.), custom made and designed products and materials and single use materials.
 
13. UNAUTHORIZED MODIFICATION OF PRODUCTS
In the event BUYER or any of its employees, agents, or any other independent contractors makes or causes any modification or enhancement to any Product that is not approved by Keltech, BUYER agrees to protect, defend, indemnify, and hold Keltech, its principals and employees harmless from all sums, costs, expenses, including attorneys’ fees that Keltech, its principals, and employees may incur as a result of any liability caused by such modification or enhancement.
 
14. ASSIGNMENT
Neither party shall assign, pledge or in any way transfer its rights, obligations or duties related to this agreement or any order entered into under this agreement, either in whole or in part, without the prior written consent of the other party, which will not be unreasonably withheld.
 
15. EXPORTS
Under no condition shall any product, material or any portion thereof be exported or delivered outside of the Country of Canada without authorization by Keltech principal owners. Exporting any product, material or any portion thereof is a violation of this Agreement and may be subject to legal action outside the restraints of this agreement. Buyer herein agrees to purchase the products and services of Keltech for the sole and end use within the Country of Canada.
 
16. SOFTWARE LICENSE
Ownership of and title to the software shall at all times remain with Keltech, the perspective software licensor, or manufacturer or provider of such software.
 
17. CONFIDENTIAL INFORMATION
Keltech and BUYER will maintain in confidence and not disclose, reproduce, or copy materials, documentation, or specifications that are provided to either party or marked as “confidential” or “proprietary” or with some other similar designation. Subject to any existing agreement between Keltech and BUYER, proprietary or confidential information obtained upon either party’s visit to the other’s facility or otherwise obtained from the disclosing party shall be retained as confidential and not disclosed to any third party without the written consent of the disclosing party. Keltech retains all rights in any invention, improvement, discovery, or patent it conceives relating to any or all of the Products.
 
18. INTELLECTUAL PROPERTY RIGHTS
No rights in any intellectual property residing in the Products or any data (“Product Data”) furnished with the Products are granted hereunder. BUYER shall have no right to copy, reproduce in whole, or in part any Product Data without the prior written consent of Keltech, its contractors, consultants, manufacturers, or suppliers.
 
19. FORCE MAJEURE
Keltech shall not be liable for delay in delivery or performance, or for non-delivery or non-performance or failure to manufacturer or supply, in whole or in part, caused by the occurrence of any contingency beyond the control of Keltech or its suppliers, including, without limitation, war (whether an actual declaration thereof is made or not), sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of public enemy, failure or delay in transportation, act of any government or agency or subdivision thereof, judicial action, labor dispute, fire, accident, explosion, epidemic, quarantine, restriction, storm, flood, earthquake or other act of God, shortage of labor, fuel, raw materials, components, services, facilities, vehicles or machinery, delays of suppliers or technical failure against which Keltech has exercised ordinary care. If any such contingency occurs, Keltech may allocate products or alternative products, deliveries and services among Keltech’s customers and the date of delivery or performance of services shall be extended for a period of time equal to the time loss caused by such contingency.
 
20. ARBITRATION
Should a matter arise which cannot be settled by the parties to their mutual satisfaction, then and only then should this matter be subject to resolution under arbitration. The parties agree that any such arbitration shall be conducted in the Province of Alberta, Canada. In any such arbitration, each party shall bear its own costs and attorney’s fees and the parties shall share equally the fees and expenses of the arbitrator.
 
21. APPLICABLE LAW
This agreement is made and shall be governed by, construed, and enforced in accordance with the laws of the Province of Alberta in the country of Canada.