In North America it is illegal to use any commercial music (radio stations, compact disc, satellite radio, etc.) as your on-hold music source without an appropriate license.
All of our iProMOH come pre-loaded with a four (4) minute clip of royalty free music to ensure compliance with broadcast laws. Ensure that any additional content is licensed for
your intended use.
The four major music licensing organizations in North America are: Socan, ASCAP, BMI & SESAC.
For more information visit the following web sites:
For the purposes of this Policy, "Personal Information" means any
information, recorded in any form, about an identified individual, or
an individual whose identity may be inferred or determined from the
information. Information, recorded in any form, about more than one
individual where the identity of the individuals is not known and
cannot be inferred from the information ("Aggregated Information") is
not subject to this policy. Interalia Inc. Corporation ("Interalia
Inc.") retains the right to use Aggregated Information in any way that
it determines appropriate. Personal Information of employees is
In the event you have questions about (a) access to Personal
Information; (b) the collection, use, management or disclosure of
may contact our Privacy Officer by sending an e-mail to
privacy@Interalia.com; Telephoning Interalia Inc. by calling (403)
288-2706 in Can, (952) 942-6088 in the USA or +44 (01476) 594 207 in
the United Kingdom.
You may also write us at: Interalia Inc. 6815 8th Street NE, Suite 275
Calgary, AB T2E 7H7, Canada.
COLLECTION, USE & DISCLOSURE OF PERSONAL INFORMATION
Interalia Inc. uses the Personal Information provided verbally or in
writing (including via electronic media) by its affiliates, and also
by, among others, its customers, consultants, users, channel partners,
strategic partners, resellers, suppliers, contractors, and
distributors (including their employees) in order to:
Manage our relationship, including the provision of information about
products and services, with, among others, Interalia Inc. affiliates,
customers, consultants, users, channel partners, strategic partners,
resellers, suppliers, contractors and distributors.
Manage Interalia Inc. relationship with channel partners, including
sales incentive programs for partner employees;
Meet any legal or regulatory requirement; and
Such other purposes consistent with these purposes.
Interalia Inc. collects only such information from individuals or
organizations as is required for the purposes of providing products,
services or information to them. Because Interalia Inc. is a global
organization, Personal Information may be shared among Interalia Inc.,
and/or its affiliates', offices or channel partners in other
countries, including Canada, the United States and the European
Economic Area. While Interalia Inc. will take all reasonable measures
to ensure the standards of protection found in Canada are applied,
this cannot always be guaranteed. Your information may be stored and
processed in Canada or any other country where Interalia Inc., and/or
its affiliates, or channel partners are located.
Your provision of Personal Information to Interalia Inc. means that you
agree and consent that we may collect, use and disclose your Personal
agree, you are requested not to provide any Personal Information to
Interalia Inc. You may wish to note that, in some instances, products,
information or services can only be offered if you provide Personal
Information to Interalia Inc. If you choose not to provide us with any
required Personal Information, Interalia Inc. may not be able to offer
you those products, services or information.
Personal Information will be collected, to the extent possible,
directly from the individual concerned. Unless permitted by law, no
Personal Information is collected about an individual without first
obtaining the consent of the individual to the collection, use and
disclosure of that information. Interalia Inc. does not sell, trade,
barter or exchange for consideration any Personal Information it has
Except in connection with personnel and benefit administration,
Interalia Inc. does not knowingly collect Personal Information from
anyone under the age of 18, especially children under 13, and does not
use such information if it discovers that it has been provided by a
Interalia Inc. may disclose Personal Information to, among others, its
affiliates, agents, contractors or third party service providers,
which perform services on behalf of the company or assist Interalia
Inc. as part of our delivery of products, services or information.
Using contractual or other arrangements, Interalia Inc. shall ensure
that such Personal Information is used solely as directed by Interalia
Inc. and that such affiliates, agents, contractors or third party
service providers, with respect to that information, act in a manner
consistent with the relevant principles articulated in this Policy.
Personal Information may also be subject to transfer to another
organization in the event of a merger, sale of assets or business
units or change of ownership of all or part of Interalia Inc. This
will occur only if the parties have entered into an agreement under
which the collection, use and disclosure of the information is
restricted to those purposes that relate to the business transaction,
including a determination whether or not to proceed with the business
transaction, and is to be used by the parties to carry out and
complete the business transaction.
Please note that there are circumstances where the use and/or
disclosure of Personal Information, without consent, may, subject to
the laws of the applicable jurisdiction, be justified or permitted.
There are also circumstances where Interalia Inc. is obliged to
disclose information without consent. Such circumstances include:
Where required by the laws of the applicable jurisdiction or by order
or requirement of a court, administrative agency or other governmental
Where Interalia Inc. believes, upon reasonable grounds, that it is
necessary to protect the rights, privacy, safety or property of an
identifiable person or group;
Where it is necessary to establish or collect monies owing to
Where it is necessary to permit Interalia Inc. to pursue available
remedies or limit any damages that the company may sustain; or
Where the information is public.
Where obliged or permitted to disclose information without consent,
Interalia Inc. will not disclose more information than is required.
ACCURACY & RETENTION
Interalia Inc. endeavors to ensure that any Personal Information
provided and in its possession is as accurate, current and complete as
necessary for the purposes for which Interalia Inc. uses that
Interalia Inc. retains Personal Information as long as the company
believes it is necessary to fulfill the purpose for which it was
collected. Interalia Inc. has in place a Records Retention Policy which
outlines the procedures for the retention and subsequent disposition
of Interalia Inc. records including those that contain Personal
Information. Currently, Interalia Inc. holds Personal Information in
Canada as well as in other countries where Interalia Inc. does
Interalia Inc. endeavors to maintain appropriate physical, procedural
and technical security with respect to its offices and information
storage facilities so as to prevent any loss, misuse, unauthorized
access, disclosure, or modification of Personal Information.
Interalia Inc. further protects Personal Information by restricting
access to it to those employees that need to know the information in
order that Interalia Inc. may provide its products, services or
If any Interalia Inc. manager or employee misuses Personal Information,
this will be considered as a serious offence for which disciplinary
action may be taken, up to and including termination of employment. If
any individual or organization misuses Personal Information (provided
for the purpose of providing services to Interalia Inc.) this will be
considered a serious issue for which action may be taken, up to and
including termination of the agreement between Interalia Inc. and that
individual or organization.
WEB SITES AND NETWORKS
Interalia Inc. provides clients and others with general access to
public web sites and restricted access to extranets. Our web servers
track general information about visitors such as their domain name and
time of visit. Interalia Inc. web servers also collect and aggregate
information regarding which pages are being accessed. This information
is used internally, only in aggregate form, to better serve visitors
by helping us to manage our sites; diagnose any technical problems;
and improve the content of our Web sites<
During the course of using the Internet, an individual may encounter
"cookies", which are files or pieces of information that may be stored
on a computer's hard drive when an individual visits a web site.
registered users from having to re-enter their password repeatedly,
and to occasionally tailor our information offerings to how users use
the site. For the most part, Interalia Inc. uses session-based cookies
but may use persistent cookies in some instances (e.g. to maintain
preferences like "Country" selection).
Please note that for security purposes and to ensure that our Website
and networks remain available for use, Interalia Inc. employs software
programs to monitor network traffic, to identify unauthorized attempts
to upload or change information, and to prevent denial of service or
other attacks intended to cause damage. Evidence of such acts may also
be disclosed to law enforcement authorities and result in criminal
prosecution under the laws of the applicable jurisdiction.
ACCESSING AND UPDATING PERSONAL INFORMATION
Interalia Inc. permits the reasonable right of access and review of
Personal Information held by the company about an individual and will
endeavor to provide the information in question within a reasonable
time and no later than 30 days following the request. Interalia Inc.
reserves the right not to change any Personal Information but will
append any alternative text the individual concerned believes to be
To guard against fraudulent requests for access, Interalia Inc. will
require sufficient information to allow it to confirm that the person
making the request is authorized to do so before granting access or
Interalia Inc. reserves the right, subject to the laws of the
applicable jurisdiction, to decline to provide access to Personal
Information where the information requested:
Would disclose (i) Personal Information, including opinions, about
another individual or about a deceased individual; or (ii) trade
secrets or other business confidential information that may harm
Interalia Inc. or the competitive position of a third party or
interfere with contractual or other negotiations of Interalia Inc. or a
Is subject to solicitor-client or litigation privilege;
Is not readily retrievable and the burden or cost of providing it
would be disproportionate to the nature or value of the information;
Does not exist, is not held, or cannot be found by Interalia Inc.;
Could reasonably result in (i) serious harm to the treatment or
recovery of the individual concerned, (ii) serious emotional harm to
the individual or another individual, or (iii) serious bodily harm to
another individual; or
May harm or interfere with law enforcement activities and other
investigative or regulatory functions of a body authorized by statute
to perform such functions.
Where information will not or cannot be disclosed, the individual
making the request will be provided with the reasons for
Interalia Inc. will not respond to repetitious or vexatious requests
for access. In determining whether a request is repetitious or
vexatious, Interalia Inc. will consider such factors as the frequency
with which information is updated, the purpose for which the
information is used, and the nature of the information.
AMENDMENT OF Interalia Inc. PRACTICES AND THIS POLICY
This statement is in effect as of Dec 28, 2011. Interalia Inc. will
from time to time review and revise its privacy practices and this
will be posted on Interalia Inc. web site. Other means may also be
used to provide notice of any change in policy and practices. Policy
changes will apply to the information collected from the date of
posting of the revised Policy Statement to Interalia Inc. web site as
well as to existing information held by Interalia Inc.
Software End User License Agreement
These Firmware and Software License Terms are applicable to anyone who downloads and/or installs Interalia Firmware and Software, purchased from Interalia, or an authorized
Interalia reseller (as applicable) under a commercial agreement with Interalia or an authorized Interalia reseller ("Agreement"). Unless otherwise agreed to by Interalia in writing,
Interalia does not extend this license if the Firmware and Software was obtained from anyone other than Interalia, or an Interalia authorized reseller, and Interalia reserves the
right to take legal action against anyone else using or selling the Firmware or Software without a license.
Interalia grants a single, non-sub licensable, non-exclusive, non-transferable license to use Firmware and Software obtained from Interalia or an Interalia authorized reseller and for which applicable fees have been paid for and within the scope of the applicable license.
All Rights Reserved.
Except for the limited license rights expressly granted in these Software License Terms, Interalia reserves all rights in and to the Firmware or Software and any modifications or
General License Restrictions.
To the extent permissible under applicable law, you agree not to:
decompile, disassemble, or reverse engineer the Firmware or Software;
alter, modify or create any derivative works based on the Firmware or Software.
use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Firmware or Software except as expressly authorized by the Agreement with Interalia;
distribute, disclose or allow use of the Firmware, Software or Documentation, in any format, through any timesharing service, service bureau, network or by any other means;
allow any service provider or other third party, with the exception of Interalia authorized resellers and their designated employees ("Authorized Providers") who are acting
solely on behalf of and for the benefit of End User, to use or execute any software commands that cause the Software to perform functions that facilitate the maintenance or repair of
any product except that a service provider or other third party may execute those software commands that, as designed by Interalia, would operate if a user is logged into a product
using a customer level login and Maintenance Software Permissions ("MSPs") were not enabled or activated;
gain access to or the use of any Software or part thereof without authorization from Interalia;
enable or activate, or cause, permit or allow others to enable or activate any logins reserved for use by Interalia or Authorized Providers; or permit or encourage any third
party to do so.
You shall provide Authorized Providers the terms and provisions of this Agreement and shall obligate Authorized Providers to comply with such terms and provisions. End User shall be
responsible for any third party's failure to comply and shall indemnify Interalia for any damages, loss, expenses or costs, including attorneys' fees and costs of suit, incurred by
Interalia as a result of non-compliance with this section. Notwithstanding the foregoing, if the Software is rightfully located in a member state of the European Union and End User
needs information about the Software in order to achieve interoperability of an independently created software program with the Software, End User will first request such information
from Interalia. Interalia may charge End User a reasonable fee for the provision of such information.
End User may create a reasonable number of archival and backup copies of the Firmware, Software and the Documentation, provided all proprietary rights
notices, names and logos of Interalia and its suppliers are duplicated on each copy.
Interalia provides a limited warranty on its Firmware and Software. Interalia's standard 1 year warranty.
Please note that if you are acquiring the Software from an authorized Interalia reseller outside of the United States and Canada,
the warranty is provided to you by said Interalia reseller and not directly by Interalia. EXCEPT AS REFERENCED HEREIN, THE FIRMWARE
OR SOFTWARE IS PROVIDED "AS IS" AND NEITHER Interalia NOR ITS SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD
TO ANY PRODUCTS OR SERVICES OR OTHERWISE RELATED TO THE AGREEMENT OR FIRMWARE / SOFTWARE LICENSE TERMS. Interalia DOES NOT WARRANT
UNINTERRUPTED OR ERROR FREE OPERATION OF PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Interalia DISCLAIMS ALL
WARRANTIES IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Interalia will have the right to inspect End User's compliance with these Firmware and Software License Terms.
Termination of License.
If you breach the license limitations or restrictions in these Firmware or Software License Terms
Interalia may, with immediate effect, terminate the Firmware or Software licenses granted in these License Terms without prejudice to
any available rights and remedies. Upon termination or expiration of the license for any reason, you shall immediately return the Firmware
or Software and any copies to Interalia, or, at Interalia's discretion, you shall permanently destroy all copies of the Firmware or Software
and any related materials in your possession or control. Inadvertent copies of the Firmware or Software and any related materials remaining
in the possession of the End User subsequent to termination or expiration shall not be implied or construed as Interalia consenting to transfer
ownership of the Firmware or Software and any related materials to the End User. The provisions concerning confidentiality, indemnity, license
restrictions, export control, and all limitations of liability and disclaimers and restrictions of warranty (as well as any other terms which,
by their nature, are intended to survive termination) will survive any termination or expiration of the License Terms.
Certain software programs or portions thereof included in the Software may contain software (including open source software)
distributed under third party agreements ("Third Party Components"), which may contain terms that expand or limit rights to use certain portions of the Software
("Third Party Terms"). Information identifying the copyright holders of the Third Party Components and the Third Party Terms that apply is available upon request.
Limitation of Liability.
EXCEPT FOR PERSONAL INJURY CLAIMS, WILLFUL MISCONDUCT AND END USER'S VIOLATION OF Interalia'S OR ITS SUPPLIERS INTELLECTUAL
PROPERTY RIGHTS, INCLUDING THROUGH A BREACH OF THE FIRMWARE / SOFTWARE LICENSE TERMS AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER Interalia OR ITS
SUPPLIERS NOR END USER SHALL BE LIABLE FOR (i) ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR (ii) FOR ANY LOSS OF PROFITS, REVENUE,
OR DATA, TOLL FRAUD, OR COST OF COVER AND (iii) DIRECT DAMAGES ARISING UNDER THESE FIRMWARE , SOFTWARE LICENSE TERMS IN EXCESS OF THE PURCHASE PRICE AND FEES
PAID FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.
Protection of Confidential Software and Documentation.
End User acknowledges that the Firmware, software and Documentation are regarded as confidential
information by Interalia and its suppliers, ("Confidential Information") and End User agrees at all times to protect and preserve in strict confidence the Firmware,
Software and Documentation.
Protection of Personal Data.
The use of the Firmware or Software may require the processing of Personal data pertaining to you or to your personnel.
You or your personnel have a right to access and correct erroneous personal data pertaining to you or your personnel and to object for legitimate reasons to the
processing and transfer of these data. You can exercise this right by contacting in writing the Data Privacy Officer of the applicable Interalia Affiliate.
High Risk Activities.
The Firmware or Software is not fault-tolerant and is not designed, manufactured or intended for any use in any environment that
requires failsafe performance in which the failure of the Firmware or Software could lead to death, personal injury or significant property damage ("High Risk Activities").
Such environments include, among others, control systems in a nuclear, chemical, biological or other hazardous facility, aircraft navigation and communications, air traffic
control, and life support systems in a healthcare facility. End User assumes the risks for its use of the Firmware and Software in any such High Risk Activities.
Government End Users.
The Firmware and Software are classified as "commercial computer software" and the Documentation is classified as "commercial
software documentation" or "commercial items". Any use, modification, reproduction, release, performance, display or disclosure of the Software or Documentation shall
be governed solely by the terms of these Software License Terms and shall be prohibited except to the extent expressly permitted by the terms of these Firmware,
Software License Terms.
End User acknowledges that certain Software may contain programming that:
restricts, limits and/or disables access to certain features, functionality or capacity of such Software subject to the End User making payment for licenses to such features,
functionality or capacity; or
Periodically deletes or archives data generated by use of the Software and stored on the applicable storage device if not backed up on an alternative storage medium after a
certain period of time.
These Firmware, Software License Terms will be governed by the Laws of the Province of Alberta and/or the Laws of the Dominion of Canada,
excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods. If a dispute cannot be settled by good faith
negotiation between the parties within a reasonable period of time, and to the extent authorized by applicable law, it must be finally settled upon request of either
party by arbitration to be held in accordance with the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed by the parties
or (failing agreement) by an arbitrator appointed by the President of the International Chamber of Commerce (from time to time). The arbitration will be conducted in
the English language, at a location agreed by the parties or (failing agreement) ordered by the arbitrator. The arbitrator will have authority only to award compensatory
damages and will not award punitive or exemplary damages. The arbitrator will not have the authority to limit, expand or otherwise modify the Firmware Software License Terms.
The ruling by the arbitrator will be final and binding on the parties and may be entered in any court having jurisdiction. Interalia and you will each bear its own attorneys'
fees associated with the arbitration. Notwithstanding the foregoing, Interalia shall be entitled to take immediate legal action where required to protect its confidential
or proprietary information, or to obtain any interim injunction. If any provision of these Software License Terms is determined to be unenforceable or invalid, these Software
License Terms will not be rendered unenforceable or invalid as a whole, and the provision will be changed and interpreted so as to best accomplish the objectives of the
original provision within the limits of applicable law. The failure to assert any rights under the Software License Terms, including, but not limited to, the right to
terminate in the event of breach or default, will not be deemed to constitute a waiver of the right to enforce each and every provision of the Software License Terms
in accordance with their terms. If you move any Software, and as a result of such move, a jurisdiction imposes a duty, tax, levy or fee (including withholding taxes,
fees, customs or other duties for the import and export of any such Software), then you are solely liable for, and agree to pay, any such duty, taxes, levy or other fees
Agreement in English.
The parties confirm that it is their wish that these Firmware, Software License Terms, as well as all other documents relating hereto,
including all notices, have been and shall be drawn up in the English language only. Les parties aux presentes confirment leur volonte que cette convention, de meme que
tous les documents, y compris tout avis, qui s'y rattachent, soient rediges en langue anglaise. Las partes ratifican que es su voluntad que este Contrato, asi como cualquier
otro documento relacionado con el mismo, incluyendo todo tipo de Motificaciones, han sido redactados y deberan continuar siendo redactados unicamente en el idioma ingles.
Interalia Inc. (hereinafter referred to as "SELLER") and the "BUYER" identified on the reverse
side of this Contract of Sale hereby agree to be bound by these terms and conditions in
connection with the sale of goods described on the reverse side hereof.
Amount and Type of Goods.
SELLER agrees to sell and BUYER agrees to buy the quantity
and type of goods which are described herein or which comply with written specifications
submitted by BUYER and accepted by SELLER (the "Goods").
Price and Payment.
The price of the Goods shall be as specified herein. Any deviation
from quoted specifications requested by BUYER may result in price adjustments. It is agreed
that under no circumstances shall SELLER be required to accept payment other than by the
means and manner herein set forth. If, for any reason, payment cannot be made in accord
with the terms hereof or terms agrees to in writing, BUYER shall immediately notify SELLER
in writing of such fact and the reasons set forth. In such event and in addition to any other
rights SELLER may have as provided by law or hereunder, SELLER shall have the option
of canceling this Contract without penalty. Buyer will promptly pay all sums when due. In
the event of non-payment, Buyer agrees to pay in addition to the principal amounts due, all
collection charges, incurred by Seller, including charges made by a collection agent up to,
but not exceeding 30% of the principal balance due and, in the event of suit, reasonable
attorney's fees and court costs.
Prices are exclusive of all federal, state /
Provincial and local excise, sales, use and
similar taxes, if any. Customers must furnish a resale certificate card. The certificate shall be
signed by and bear the name and address of the BUYER, its resale permit number and shall
indicate the general character of the tangible personal property sold by the BUYER in the
regular course of business.
The delivery of the Goods shall be made, in a single or in multiple lots, as
specified herein and shall be made on or before the date specified herein, or within a
reasonable time thereafter. The delivery schedule hereof shall be considered extended by
a period of time equal to the time lost because of any delay which is due to causes beyond
the SELLER'S control as enumerated in paragraph 18 hereof. All claims for delay shall be
deemed waived unless presented to SELLER in writing within ten (10) days after delivery of
each shipment. The goods shall be delivered to the place described herein.
Goods are sold F.O.B. factory. Shipping, unless otherwise specified herein,
will be the least expensive surface transportation as determined by SELLER. SELLER will
forward documents of title to the BUYER or through customary banking channels. The price
shall be paid by BUYER upon tender of delivery. It is expressly agreed that BUYER shall not
be entitled to the documents of title until such time as the draft drawn against the same has
been paid in full.
Shipment Under Reservation.
It is agreed that SELLER will maintain title and the right of
possession in the Goods sold until such time as payment thereof is made by BUYER.
SELLER will determine the type of container and arrange for suitable packaging
for domestic transport and delivery of the Goods, and charges related thereto are included in
the price for the Goods set forth herein and will be paid by SELLER. Special packaging may
result in additional charges to BUYER.
Risk of Loss.
The risk of loss of the Goods shall pass to BUYER as soon as the Goods are
tendered to BUYER. It is agreed that SELLER will secure, at BUYER'S expense, adequate
insurance coverage equal to the selling price of the Goods sold herein and both BUYER and
SELLER agree that coverage equal to the selling price of the Goods sold herein and both
BUYER and SELLER agree that in the event of loss or damage to the Goods,cont. their sole remedy shall rest with such insurance coverage without regard to a breach
or default and without regard to the adequacy of the recovery of insurance proceeds.
Casualty to Identified Goods.
In the event that the Goods covered by this contract are
destroyed or damaged, in whole or in part, prior to time the
risk of loss passes to BUYER, this
contract shall be avoided and SELLER excused from all
obligations hereunder. If the loss is
partial, BUYER shall have the right to accept that portion of
the Goods which conform to the
BUYER, in furnishing specifications to the SELLER, agrees to hold
SELLER harmless against any claims by way of infringement or
the like of which arise out
of compliance with the specifications. The Goods sold
hereunder, when operated within
specifications, are warranted to be free from defects in
workmanship and materials for
a period of one (1) year after date of manufacturing and this
warranty shall be limited to
repair or replacement of the Goods. SELLER assumes no
responsibility for this design
characteristics of any unit or its operation in a circuit or
assembly. Except as provided
herein, no other express warranty is given and no affirmation
by SELLER in words or action,
shall constitute a warranty. THIS WARRANTY IS IN LIEU OF ALL
WHETHER EXPRESS, IMPLIED STATUTORY INCLUDING IMPLIED
MERCHANTABILITY OR FITNESS.
Right of Inspection.
BUYER shall have the right to inspect
the Goods after delivery. Failure
to give notice in writing to SELLER of any obvious defects or
omissions within three (3) days
after delivery shall constitute an irrevocable acceptance of
In the event BUYER rejects any shipment of
the goods, and elects to
accept only a part thereof, it is agreed that the portion of
Goods rejected shall be returned
to SELLER within ten (10) business days and shall be at the
expense and risk of BUYER.
SELLER shall have the right in its discretion either to
replace the rejected Goods or to refund
the purchase price applicable thereto.
If BUYER violates, or is officially charged
with a violation of any law,
regulation or ordinance which may govern the sale, handling
or disposition of any of the
Goods or if BUYER becomes insolvent, or makes any assignment
for the benefit of creditors,
or is adjudged bankrupt, or if a receiver or trustee of
BUYER'S property is appointed, SELLER
may, at sole discretion, terminate this contract and may
refuse to make any further deliveries.
In the event that any additional customs duty or tariff shall
be imposed between the date
hereof and the date of arrival at the appropriate point of
entry into BUYER'S country, SELLER
shall have the right to terminate this contract and any
further deliveries thereunder unless
BUYER, shall pay such additional duties or tariffs.
It is specifically agreed that
identification of the Goods sold shall occur when
the Goods are ready for shipment.
In the event of breach of repudiation of
this contract by SELLER,
BUYER'S right to damages shall be limited to the difference
between the contract and the
market price of the Goods, and BUYER shall not have the right
to "cover" and fix damages
by contracting for substitute Goods. Further, SELLER shall
not be liable, under any
circumstances for the cost of processing, lost profits,
injury to goodwill or any incidental or
consequential damages as those terms are defined in the
Uniform Commercial Code.
This contract constitutes the entire
contract and exclusively
determines the right and obligations of the parties hereto,
any prior course of dealing, custom
or usage of the trade or course of performance
notwithstanding, and may not be modified
except by a writing signed by SELLER'S authorized agent.
This contract shall not be assignable
or delegable by either party hereto
without the written consent of the other.
SELLER shall not be responsible for delays
in delivery or any failure
to deliver due to causes beyond SELLER'S control including,
but not limited to acts God,
war, mobilization, civil commissions, riots, embargoes,
domestic or foreign governmental
regulations or orders, fires, floods, strikes, lockouts and
other labor difficulties, or shortages of
or inability to obtain shipping space or transportation.
All controversies and claims arising out of
or relating to this contract, or breach
thereof, shall be settled solely by arbitration held in
Calgary Alberta Canada, in accordance
with the rules then obtaining of the Arbitration and
Mediation Institute of Canada Inc. and any
judgment upon any award thereon may be entered any court
having jurisdiction thereof. And
demand for arbitration hereunder shall be made not later than
ninety (90) days after delivery
of the Goods.
Choice of Laws.
This contract, and all of the rights and
obligations of the parties hereto,
shall be governed by the Commercial Code as enacted and in
force in the Province of Alberta
on the date of this contract.
Any revision (including delivery dates)
to this order requires a minimum
of twelve (12) weeks prior written notice from BUYER. In the
event of cancellation or other
withdrawal of an order for any reason, and without limiting
any remedy which SELLER
may have as a result of such cancellation or other
withdrawal, reasonable cancellation or
restocking charges, minimum 3% per month, which shall include
all expenses then incurred
and commitments made by SELLER, shall be paid by BUYER to