Terms and Conditions of Sale

4. 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 with our default shipping terms.

By default, Chipkin will choose our preferred shipper, and 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 basic insurance 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 Chipkin the additional fee for insurance, Chipkin will procure the shipment insurance that is required by you.

8. US Customers

Chipkin can provide a W-8BEN when requested. Payments in US$ dollars are accepted.

9. Canadian Customers

Payments in CDN$ dollars are accepted. There are no customs duties on these items.

10. International Customers

All Customers outside Canada are responsible for taxes and duties applicable at their locale. Payments in US$ are 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.

11. Language

Chipkin’s agents speak/read/write English and do not speak/read/write any other language. If a translator is required to perform support and/or configuration services then the translator must be provided by you and/or your customer.

12. Taxes and Duties

You are responsible for the payment of all taxes, brokerage charges and duties that arise from the sale of the product/service to you. These include but are not limited to sales taxes and customs duties 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.

13. Payment Terms

We accept Visa, Master Card, American Express (2.5% Credit Card processing fee applies), PayPal (PayPal processing fee applies), Cheque, Direct Bank Transfer (Bank wire transfer fee applies).

Approved Credit required for Net payment terms. With Net terms, payment for equipment is due in full within 30 days of the transfer of ownership/Invoice. 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 as listed on the Payment Terms. In full, means the full amount of the invoice submitted to you and shall include the cost of the products and services.

In the event that any payment due is not received by the due date, the outstanding amount shall accrue interest at a rate of 1.5% per month (18% per annum), compounded, from the due date until the date of full payment. The accrual of such interest shall not waive or limit any other rights or remedies available to the creditor under this Agreement or applicable law.

15. Risk, Indemnity 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 purchasing 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 the purchaser informs Chipkin of what their needs are and asks 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 ExWorks 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 of the risks you take when you purchase products or services from Chipkin. Your 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 the services 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 Chipkin 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, an 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 Chipkin and it doesn't power up and Chipkin can't make it power up then you could claim the cost of the device from Chipkin 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 Chipkin for the value of the service provided by the agent, but you cannot claim from Chipkin 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 Chipkin is a cause of any loss or delay you may suffer then Chipkin is 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 with 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.

18. Warranty

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 must 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 are 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 of purchase. After 12 months, further support will be subject to Chipkin considerations whether to continue providing support at no charge. Purchasers 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.

19. Support

Information on some aspects is provided in the section headed ‘Warranty’.

For detailed information, please refer to our Chipkin Support Policy.

20. Assignment

Neither party may assign or delegate its rights and obligations to a third party unless agreed to in writing.