Terms and Conditions of Sale
In plain English – Our conditions of sale overrule your conditions of purchase even if we do not specifically advise you that we do not accept the conditions on your Purchas Order.
Attention - All these terms and conditions are important, and all apply to the sale to all orders. Review the whole document. If you are not going to do a review, then Chipkin alerts your attention to the following sections. Please note that the format and shading of this page is for readability purposes only and does not seperate sections from the overall document.
- Shipping and Shipping Insurance
- Legal Jurisdiction
- Disputes
- Conditions of Purchase
These terms and conditions are applicable to all orders, except for cases where they are extended for a specific product or service. Any additional, different, or conflicting terms and conditions on any document issued by the buyer at any time are objected to by the seller, and such documents shall not be binding on the seller in any way. By placing an order for products or services, the buyer indicates their acceptance of these (and any other applicable) terms and conditions of sale from Chipkin.
ABBREVIATIONS
Chipkin Automation Systems Inc. (Chipkin)
Disclaimers
Chipkin advises our customers to seek clarification on any of these terms before using our products or services. It is recommended to read our notes on the following topics carefully and thoroughly. Chipkin does not have any other hidden or undisclosed terms, as all relevant terms and conditions are provided upfront.
Language
Our agents speak/read/write English and do not speak/read/write any other language. If a translator is required to perform the consulting required, then the translator must be provided by you and/or your customer.
Fit for Purpose
If you purchase the quoted items, we will reasonably assume you have reviewed the data sheets and obtained the information you require to determine that the quoted items are fit for your purpose. If you don’t want us to draw this conclusion, then please provide an accurate description of your purpose and request we will make the determination for you.
Terms of Sale of Services
What are you buying from us when you contract us to provide service to you?
You are contracting Chipkin to provide a consultant(s) for a variable amount of time.
If Chipkin provides the consultant(s), payment is required regardless of the outcome achieved by the consultant. Your payment cannot be based on the result achieved under any circumstances. Chipkin outlines this policy due to the fact that some problems may be unsolvable, and it is not always possible to achieve the desired result. For instance, if you hire Chipkin to integrate a gas sensor into a control network, and after conducting tests, Chipkin determines that the gas sensor cannot produce the data you require, Chipkin will not be able to resolve the issue despite having provided valuable services. It is important to note that there are numerous situations where Chipkin may not be able to attain the desired outcome, and the aforementioned example does not seek to limit these scenarios.
You may use the consultant’s time to solve your system integration problems, assist with testing, travel to your customer’s site for installation and testing, provide you with training and assistance on FieldServer and ProtoCessor configuration and troubleshooting. Provided that your requests can be met by the consultant's expertise, you may request the consultant to provide assistance, or any matter related to the system integration in which the FieldServer or ProtoCessor is being used or other system integration issues.
Taxes and Duties
You are responsible for the payment of all taxes and duties that arise from the sale of the product/service to you and the importation of the goods to your country. These include but are not limited to sales taxes, customs duties, Storage fees, Brokerage charges and handling fees. It is your responsibility to inform Chipkin of any taxes or duties or associated handling fees that may be due in your jurisdiction. Thus, even if Chipkin has not charged you a tax or duty due in your jurisdiction this does not mean that you are not liable for its payment even if you have already been invoiced and have paid the invoice.
Payment
We accept Visa/MasterCard/Amex (credit card fee may apply) (request a payment authorization form), PayPal (Paypal Fee may apply) (we will send you a money request – please provide the email of your PayPal account), cheque for customers with approved credit and by direct bank transfer (Bankwire fee may apply)(ask for our bank details).
Payment for equipment is due in full within 30 days of the transfer of ownership. If you have purchased configuration or other services then payment for these is due in full within 30 days of their delivery to you. Payments may be made by cheque, cash in Canadian currency or Paypal. In full, means the full amount of the invoice submitted to you and shall include the cost of the products and services and well as any duties and taxes that Chipkin are aware of.
Shipping and Shipping Insurance
Goods are shipped EXW Vancouver/Burnaby/Maple Ridge Offices. Roughly speaking that means that Chipkin is no longer responsible once the shipment has been handed over to the shipper.
Ex-works terms dictate that the seller is responsible to place the goods at the disposal of the buyer at the seller’s facilities or any other named place. The named place can be other than the seller's premises. Delivery occurs when goods are placed for the buyer’s disposal without necessarily being loaded.
The image below highlights the transfer of responsibility without default shipping terms.
By default, Chipkin will choose the shipper that suits us, and we will arrange transport without any specific insurance for the items being shipped. The shipper that Chipkin chooses will be a well-known shipping company such as FedEx, UPS, Purolator and other similar companies.
Chipkin is willing to negotiate shipping terms, but these must be agreed in advance of shipping. For example – If you wish to arrange the shipment of goods yourself that is fine. Another example is – if you wish to have specific insurance on a shipment.
Chipkin does not provide or purchase specific insurance relating to the shipment of your order. That means only the Shipper’s default basic insurance will apply. Be advised that it is usually inadequate to make you whole when there is a loss.
As long as it is done in advance of shipping and as long as you pay us the additional fee for insurance, we will procure the shipment insurance that is required by you.
Risk, Indemnity, Liability and Limitation Of Loss
Chipkin makes no claim about the value, effectiveness or safety of our products or services. Chipkin shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing. The Purchaser takes risks when they purchase products or services from Chipkin. The Purchaser is solely responsible for determining the applicability and suitability of the product or service to their needs even if they inform Chipkin of what their needs are and ask Chipkin to provide advice.
Where Chipkin sells you a product the maximum claim that you can make against Chipkin shall in no case exceed Chipkin’s net unit price Ex Works of the product or part thereof involved in a claim Such claims will only be considered where the claim is for the non-performance of the product itself.
Where Chipkin sells services, the liability of Chipkin, its agents, directors, officers, employees, subcontractors, suppliers for all claims, actions, judgment, expenses related to or resulting from any loss or damage arising out of performance or non-performance of Services, shall in no case exceed in the aggregate the amount paid by the you, the purchaser, to Chipkin for the services performed under the sales. In no event shall Chipkin be liable for loss of profit and for any indirect, special, incidental or consequential damages of any nature or kind including but not limited to delays, loss of revenue, loss of use, loss of data, loss of production, costs of capital or costs of replacement power, even if Chipkin has been advised of the possibility of such damages.
The following examples illustrate some the risks you take when you purchase products or services from Chipkin. You actual risks might not be described below. Take care to assess the risks of your particular situation.
You purchase a FieldServer to connect two foreign systems together. When you install the equipment you learn that the product cannot transfer the data you are interested in because of a limitation of the FieldServer product. Even if this limitation was not drawn to your attention in advance, you are responsible for the equipment, its use and for payment.
You purchase a FieldServer product and configuration service. As a consequence of an error in the configuration, an alarm is not transferred from one device to another and a consequence of this is that people are hurt and damage is done to a facility and production is lost. You are fully responsible for a number of reasons, two of which are 1) you agreed to our limitation of liability and 2) you had a chance to review the selection of equipment and the configuration as well as a chance to fully test the installed equipment and configuration before allowing it to operate.
You purchase design or development services from Chipkin and they are delivered to you with errors and there are consequences to the errors that cause loss, damage and injury. You are fully responsible. If you have any reasons to suspect that the products or services we delivered may expose you to risk, then you must mitigate that risk and review the product/service to ensure that you identify and prevent risks before loss, damage and injury occur.
You purchase services from Chipkin to assist you in starting up, installing or commissioning a system or sub-system. You are responsible for any loss, damage or injury that results from the execution of those services even if they involved negligence or errors by Chipkin. Examples of this could include but are not limited to; an agent of Chipkin causes a power failure, an agent of Chipkin connects equipment incorrectly causing damage, and agent of Chipkin fails to complete as assigned instruction from the customer, an agent of Chipkin suggests the use of a particular component and the use of that component causes damage.
One of many ways of reading this is as follows:
If you buy a product (like a protocol gateway for example) from us and it doesn’t power up and we can’t make
it power up then you could claim the cost of the device from us but you cannot claim delays or damage
created by the power up failure.
Another of many ways of reading our disclaimer is as follows:
If an agent of Chipkin causes an electrical short at your site that causes damage to equipment and project
delays, then you could claim against us for the value of the service provided by the agent, but you cannot
claim from us for the cost of the repairs to the damaged device or for the delays.
It is important that you do not think these examples limit the scope of the disclaimer to the particular circumstances described - They do not. If you want clarification, seek it out prior to the purchase of a service or product.
If the use of a product you purchased from us is a cause of any loss or delay you may suffer then we are not responsible for that loss or delay.
Chipkin makes no claim about how secure the Ethernet connections used by its products and the products it sells are. In many cases, it is not possible to secure the connections because of the nature of the protocol. If you require specific confirmation about a specific communication connection vulnerability then you should ask Chipkin to provide you one, in writing, for a specific purchase or project. Only assertions about communication connection vulnerability made in writing, by Chipkin, for a specific purchase or project are valid. All other assertions about communication connection vulnerability, even in product documentation or the website, may not be valid and Chipkin does not stand by them. They might not be valid because of changes in technology and vulnerability after the product was designed and made.
CANCELLATION AND RETURNS
MSA FieldServer products: We accept 30-day returns of unopened products. You can return unopened items in the original packaging within 30 days of your purchase. If 30 days or more have passed since your purchase, we cannot offer you a refund or an exchange. Opened products will incur a 35% restocking fee for the first 30 days and can only be returned for in-store credit, afterward, they are non-refundable.
For other third-party products, returns and exchanges are based on the third
party's policy. In most cases, they are final sale.
Upon receipt of the returned item, we will fully examine it and notify you via email, within a reasonable period of time, whether you are entitled to a return. If you are entitled to a return, we will refund your purchase price and a credit will automatically be applied to your original method of payment.
Only regular priced items may be refunded. Sale items or discounted items are non-refundable.
Services and Software Products such as, but not limited to, configuration and development work, BACnet Explorer and Stacks, you will be responsible for the payment of all fees for work purchased. Services are non-refundable. Often considerable effort goes to initiating a task and thus it is possible for example, that a task appears to be 50% complete even though 80% of the effort has been expended. Returning an item is deemed to be a cancellation.
No goods may be returned to Chipkin without Chipkin's prior written permission. Chipkin reserves the right to decline all returns. Even after Chipkin has authorized the return of goods for credit, Chipkin reserves the right to adjust the amount of any credit given to the Purchaser on the return of the goods based on the conditions of the goods on arrival in Chipkin's warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods.
WARRANTY
For FieldServer/MSA Safety products purchased through Chipkin, the title transfers under FCA (INCOTERM 2000) the FieldServer/MSA Safety factory, Milpitas, California. Chipkin warrants its products to be free from defects in workmanship or material under normal use and service for one year after date of shipment. Chipkin will repair or replace any equipment found to be defective during the warranty period. The final determination of the nature and responsibility for defective or damaged equipment will be made by MSA Safety personnel.
All MSA Safety Products distributed by Chipkin will also carry the Manufacturer's warranty as listed in the Product Start-up Guide.
If Chipkin has proof of delivery to the delivery agent selected for shipping then the goods are considered to have been delivered. Chipkin's only additional obligation, with respect to the transfer of ownership, is to provide shipping information and a tracking number. This is the case, even if the FieldServer product is initially delivered to Chipkin's office for the installation of a configuration file. If, after the transfer of ownership of the product, Chipkin has to handle the product in any way for any reason such as the return of the item to the factory for repair, the responsibility of the products stands with the owner and not Chipkin. The owner of the product indemnifies Chipkin from any claim that may arise from the loss or damage to the product.
Goods manufactured by Chipkin and sold hereunder are covered by a warranty against defects in material and workmanship provided the goods and services are subjected to normal use and service. The applicable warranty period is twelve (12) months from the date of invoice or any other warranty period otherwise stipulated in writing by Chipkin under this sale.
Components not manufactured by Chipkin and sold hereunder are not covered by Chipkin against manufacturer defects in material and workmanship. Manufacturer defects and bugs in the source code be held under the original manufacturer's warranty to the extent assignable to Chipkin. The obligation under this warranty is limited to the repair or replacement, at Chipkin's option, of defective parts f.o.b. point of shipment provided that prompt notice of any defect is given by Purchaser to Chipkin in writing within the applicable warranty period and that upon the Purchaser's return of the defective parts to Chipkin or, if designated by Chipkin, to the location where the works are made, properly packed and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to Chipkin's satisfaction that Purchaser's claim is valid under the terms of this warranty.
Support provided by Chipkin shall last for a period of 12 months from the moment support is initiated. After 12 months, further support will be subject to Chipkin considerations whether to continue providing support at no charge. Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by Chipkin hereunder. Chipkin does not assume liability for installation, labour or consequential damages. Chipkin makes no warranty other than the one set forth herein. All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.
The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Chipkin to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers.
JURISDICTION
The laws of the Province of British Columbia, Canada shall apply to the interpretation of this agreement and any supplementary terms and conditions as well as to the use of Chipkin products, services, and websites.
Disputes
In the event of a dispute, both parties agree to binding arbitration by an independent t arbitrator who is a member of the Arbitrators Association of British Columbia. Each party shall pay their share of the fees.
US Customers
Chipkin can provide a W-8BEN when requested. Payments in US dollars are accepted.
Canadian Customers
Payments in CDN$ dollars are accepted. There are no customs duties on these items.
International Customers
All customers outside the USA and Canada are responsible for taxes and duties applicable at their locale. Payments in US$ are typical but CDN$ are also accepted. Payment must be made in full prior to shipment. Your attention is directed to the sections of the document which relate to shipping and insurance.
Safe Work
We are committed to working safely and providing a safe working environment for our agents and principals.
We reserve the right to withdraw from any work activity that requires us to work in such a way that a reasonable person could conclude is unsafe or which produces a risk to the safety of others.
When we travel to the site we will provide our own gloves, safety shoes/boots, reflective vests, safety glasses and hearing protection. If your site requires the use of any other safety equipment you are required to provide it.
If there are site-specific safety procedures and equipment you are expected to provide training and the equipment. We charge for the time used for this training.
Conditions of Purchase
If you have conditions of purchase, you may not impose them on us. We have made it clear to you what the conditions of sale are. When you purchase the goods/services quoted then our conditions of sale apply irrespective of any conditions you provide with your purchase order. In placing your order, you acknowledge the precedence of the conditions of sale over the conditions of purchase on your purchase order.