The submission of an order to purchase (and/or license, as applicable) the equipment, software and/or firmware (“Equipment”) and if applicable, installation, configuration or training with respect to such Equipment, by written, electronic, oral or any other methods means Customer accepts and agrees and is bound by all the terms and conditions in this Quotation. Except as set out below in Section 14, this Quotation shall prevail over and replace any other verbal or written communications between the Customer and AllCore including any terms in a purchase order or other document issued by Customer. This Quotation forms the entire agreement between Customer and AllCore (located at 200 James Street South, Suite 303, Hamilton, Ontario, L8P3A9). No other terms and conditions apply, except as expressly agreed to in writing by AllCore.

This Quotation shall remain valid for a 15 day time period. If there are changes to the Equipment and/or prices after the said period and prior to delivery date, Customer will be issued a new or revised Quotation, or purchase order reflecting such change.

By installing or using the Equipment, Customer agrees that any software included with the Equipment purchased is licensed strictly in accordance with the terms provided by the original equipment manufacturer (the “OEM”).

Upon delivery of the Equipment to Customer, Customer will pay AllCore the total price as quoted by AllCore (“Total”). The Total Price is expressed in Canadian Dollars unless otherwise specified. Invoicing by AllCore in U.S. Dollars is an option available to Customer, where conversion is done monthly at AllCore defined currency exchange rate. If the Equipment is to be provided to Customer in the USA, invoicing by AllCore is expressed in US Dollars. If there are changes to the Equipment and/or prices prior to the delivery date, AllCore will issue a new or revised Quotation to Customer reflecting such change. All payments, with applicable taxes, are to be made to the AllCore address set out in the invoice or order confirmation. Late payment charges at the rate of three per cent per month (or 42.58% per year) will apply to payments received by AllCore 30 days after the invoice date. AllCore may change the late payment charge upon prior notice to Customer. AllCore may also require Customer to provide a deposit. If Customer does not pay the outstanding amounts or fails to provide AllCore with such deposit, AllCore has the right to immediately possess and remove the Equipment at Customer’s expense, without prejudice to any right or remedy for breach of contract.

If Customer cancels an order (in full or in part) prior to the delivery or performance of the order, a restocking fee of 15% of equipment cost will be charged, and AllCore will apply any deposits collected towards this restocking fee. AllCore will not accept cancellation of any software (and Customer will be charged 100% of the price), or Equipment that is: (a) already delivered to Customer; (b) non-stock, specially ordered or customized; or (c) discounted or sold to the Customer at an incentive price.

All Equipment returns require pre-authorization and a Return Material Authorization number (“RMA #”) to be received and processed by AllCore using the following email address:

rma@AllCore.ca. For RMA# to be issued by AllCore, the Equipment must have been purchased from AllCore and Customer’s account with AllCore must be current. The return must take place within 30 days from the date of delivery of the Equipment and Customer must have the RMA # clearly identified on shipping way bill to AllCore or Vendor or shipment will be refused and returned to Customer at its expense.

The Equipment may be returned only if it is in a fully re-sellable condition (factory sealed) and defective or Dead on Arrival (DOA).

Equipment that are (i) custom-configured, (ii) end-of-life, (iii) software or (iv) key cards are not eligible for returns. Restocking fees may apply depending on Manufacturer/Vendor/Distributor policies. AllCore may also apply restocking and handling fees for non-authorized return (material sent without an RMA request). Credits will only be issued once AllCore has confirmed acceptance and has inspected the returned Equipment. AllCore will issue credit for the return value of the Equipment less any applicable adjustment for restocking or handling of materials (if applicable).

ALLCORE’S LIABILITY FOR ANY EQUIPMENT FAILURE DIRECTLY CAUSED BY ALLCORE’S NEGLIGENCE IS LIMITED TO THE COST OF REPAIR OR REPLACEMENT OF THE APPLICABLE EQUIPMENT PARTS. ALLCORE’S TOTAL LIABILITY FOR ALL CLAIMS AND DAMAGES INCURRED BY CUSTOMER IS LIMITED TO 50% OF THE TOTAL PRICE PAID BY CUSTOMER. ALLCORE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S NON-COMPLIANCE WITH THE MANUFACTURER’S OR ALLCORE’S DIRECTIVES FOR THE EQUIPMENT. ALLCORE WILL NOT BE RESPONSIBLE FOR ANY DELAYS DUE TO CIRCUMSTANCES BEYOND ITS CONTROL.

Any warranty provided with the Equipment will be provided by the OEM and will be between Customer and the OEM. Customer agrees that AllCore will have no liability to Customer in connection with such warranty obligations. Upon request, AllCore will be pleased to provide Customer with a copy of the applicable OEM warranty. If there is a conflict between the OEM warranty terms provided by AllCore and the OEM warranty terms provided with the Equipment, the OEM terms provided with the Equipment will prevail. AllCore does not guarantee uninterrupted or error-free operation of the Equipment.

There are no express or implied warranties, except as expressly provided by the OEM.

Customer assumes the risks of loss and damage to any Equipment that has been delivered to its premises. Upon delivery, AllCore shall be considered to have carried out its obligations relating to the Equipment under the terms of this agreement. The Equipment is then billable to the Customer. Title to the Equipment shall transfer to Customer upon payment in full of the Total Price.

If Customer: (a) provides AllCore, at the time Customer places an order, with written confirmation that Customer has entered into an equipment lease agreement with a third party leasing company (“Lessor”), who will receive title to the Equipment after paying AllCore in full, and all signed lease documentation within 30 days of this Agreement date, and (b) pays AllCore the applicable administrative fee, AllCore will reissue to the Lessor an invoice for payment of the total price. This does not make AllCore a party to any agreement between Customer and Lessor, nor does it relieve Customer of payment obligations to AllCore if Lessor does not pay the entire amount due, including late payment charges and taxes. All other terms in this Agreement will apply between AllCore and the Customer. Customer agrees to inform AllCore and Lessor of the installation of the Equipment and/or performance of the services immediately upon the receipt of same and of any outstanding payments or obligations. For greater certainty, third party leasing is not available outside of Canada.

If the Customer purchases installation, configuration or training with respect to the Equipment (“Labour”) AllCore shall provide such required Labour as set out in the Quotation in accordance with prevailing industry standards and practices applicable to the provision of similar services. AllCore does not provide any warranty with respect to the Labour.

The Customer shall also pay applicable commodity taxes, including all sales, retail, use, goods and services, value-added, excise and similar taxes levied or assessed by any Government authority, as well as Foreign Tax Surcharges, withholding tax, and environmental charges or levies if any (collectively, “Taxes”). (“Foreign Tax Surcharges” are amounts that AllCore is required to pay to its Third Party Providers or non-Canadian governments in order to provision the Equipment to the Customer, where such amounts are, in respect of taxes and duties, levied in any jurisdiction on the Equipment or any component thereof, including but not limited to, value added tax, and sales tax).

Customer shall not disclose any of AllCore’s information that is of a confidential or proprietary nature, such as pricing or other sensitive business information. AllCore may disclose Customer’s confidential information to third party contractors, provided that such contractors agree to protect such information. Where AllCore is required by a third party supplier to provide information regarding a Customer as a precondition of purchasing Equipment or otherwise for purposes related to the sale or maintenance of the Equipment, Customer appoints AllCore as its agent to provide such information, and consents to such disclosure and use.

This Agreement shall be governed by and interpreted according to the laws of Ontario and any federal laws applicable therein unless the Customer’s head office is situated in Quebec or in the USA. If the Customer’s head office is situated in Quebec, this Agreement shall be governed by and interpreted according to the laws of Quebec and any federal laws applicable therein. If the Customer’s head office is situated in the USA, this Agreement shall be governed by and interpreted according to the laws of the State of New York and any federal laws applicable therein. The applicable governing law shall be determined as noted above without regard to any conflicts of law rules that might apply the laws of any other jurisdiction.

AllCore reserves the right to subcontract or assign this Agreement to third parties who may provide services, including billing services, on behalf of AllCore, but subcontracting will not relieve AllCore of its obligations. Customer agrees that AllCore may assign to a third party any receivable that arises under this Agreement and any right or interest to receive payment related to that receivable.

Master Communications Agreement (MCA) includes an Equipment Schedule for the purchase and sale of equipment or a Master Equipment Sale Agreement (MESA) exists between Customer and AllCore that MCA or MESA, as applicable, shall prevail.

AllCore has in place environmental programs for the collection/recycling of end of life consumer electronics in compliance with provincial Extended Producer Responsibility legislation. For more information on AllCore’s collection/recycling programs or on recycling depot locations, please visit the AllCore.ca/ecofee webpage.

Customer agrees (on its own behalf, and on behalf of its end users) to receive commercial electronic messages from AllCore, its Affiliates and third party marketing partners unless Customer otherwise declines or withdraws such consent at a later date. Customer and end users can unsubscribe at any time. For additional information, see AllCore’s Privacy Policy available at https://allcore.ca/policies-procedures/ or contact AllCore at the mailing address above. Customer and its end users will continue to receive service related messages even if Customer and end users have unsubscribed from receiving commercial electronic messages.

The Parties hereto have requested that this Agreement and all correspondence and all documentation relating to this Agreement, be written in the English language.