TERMS AND CONDITIONS OF SALE (CANADA)
Northern Passage Trading Ltd. (“Northern Passage”), with its principal place of business in Canada, is the exclusive authorized distributor of COMMAND Center™ products supplied by The Transtec Group Products, LLC (“Transtec”) for the Canadian market.
The person or entity purchasing hardware or licensing software through Northern Passage is referred to as the “Customer.”
These Terms and Conditions of Sale (“Terms and Conditions”) together with any quotation, price list, invoice, or written acknowledgment issued by Northern Passage, and any applicable end-user license agreements from Transtec (EULA), constitute the complete and exclusive agreement (“Order”) governing the sale of COMMAND Center™ hardware (“Hardware”) and the licensing of associated software (“Software”) to the Customer.
Customer’s acceptance of Hardware and/or Software signifies full acceptance of these Terms and Conditions.
1. DEFINITIONS
1.1 “Distributor” means an authorized seller of Hardware. Northern Passage is the exclusive distributor of COMMAND Center™ products in Canada.
1.2 “Documentation” means user documentation provided by Northern Passage or Transtec relating to the Software.
1.3 “EULA” means the end user license agreement governing the use of Software.
1.4 “Hardware” means COMMAND Center™ sensors and related equipment designed by Transtec and supplied in Canada by Northern Passage.
1.5 “Services” means any services provided by Northern Passage relating to Hardware or Software under an Order.
1.6 “Software” means Transtec’s proprietary software associated with the COMMAND Center™ system, including firmware, updates, enhancements, and revisions.
1.7 “COMMAND Center Solution” means the complete system, including Hardware, Software, and Services.
2. ORDERS, PRICES & PAYMENT TERMS
2.1 Supply of Hardware
Northern Passage agrees to supply Hardware requested in an accepted Order in accordance with these Terms and Conditions.
2.2 Customer Obligations
Customer must comply with any requirements applicable to the Canadian market, including geographic restrictions and minimum purchase conditions set by Northern Passage or Transtec.
2.3 Orders
Orders must be accepted in writing by Northern Passage to be binding.
Northern Passage reserves the right to refuse, modify, or cancel Orders at its sole discretion.
2.4 Prices
All prices are in Canadian dollars (CAD) unless otherwise stated.
Prices may change prior to acceptance of an Order.
Clerical or typographical errors are subject to correction.
2.5 Payment Terms
Payment is due within 30 days of the invoice date.
Northern Passage may require prepayment or security if credit conditions are not met.
Customer is responsible for all collection costs for overdue accounts.
2.6 Taxes
Prices do not include GST, PST, HST, duties, or other applicable Canadian taxes.
Customer is responsible for all applicable taxes.
2.7 Payment Default
Late payments may incur finance charges of 1.5% per month or the maximum allowed by law.
Northern Passage may suspend or cancel Orders if payments are overdue.
2.8 Termination
Either party may terminate an Order if the other materially breaches the Terms and fails to cure within 30 days.
2.9 Resale & Export Restrictions
Customer may not resell the Hardware or export it outside Canada without prior written approval from Northern Passage and/or Transtec.
Posting Hardware for public resale online without authorization is prohibited.
2.10 Trial Hardware
Any trial Hardware provided remains the property of Northern Passage/Transtec and must be returned in good condition upon request.
3. DELIVERY & SHIPMENT
3.1 Shipping
Shipping arrangements will be stated in each Order.
Shipping fees are the responsibility of the Customer unless otherwise agreed.
3.2 Title & Risk of Loss
Unless stated otherwise, Hardware is sold Delivered At Place (DAP) within Canada.
Title and risk pass to Customer upon delivery.
3.3 Partial Shipments
Northern Passage may ship Orders in installments. Delays in one shipment do not cancel the remainder.
3.4 Force Majeure
Northern Passage is not liable for delays caused by conditions outside its reasonable control (weather, transportation delays, labour issues, natural events, etc.).
4. WARRANTIES & RETURNS
4.1 Pre-Production Hardware/Software
Pre-production items are provided as-is without warranty.
4.2 Hardware Warranty
Hardware is warranted to be free from defects in materials and workmanship for 12 months from the invoice date, subject to Transtec’s warranty terms.
Defective units will be repaired or replaced as the sole remedy.
4.3 Warranty Limitations
Warranty does not apply to damage caused by:
- improper installation or use
- unauthorized modifications
- normal wear and tear
- environmental conditions or force majeure
- use outside intended applications
4.4 Returns
A Return Authorization (RA) must be issued before any return.
Returns without an active RA may be rejected.
4.5 Return Conditions
Returned items must be unused, undamaged, in original packaging, and purchased from Northern Passage.
Returns may be subject to restocking or processing fees unless due to Northern Passage error.
4.6 Software Warranty
Software is governed solely by the applicable EULA and subject only to warranties contained therein.
4.7 Disclaimer
Except as stated in this section, the COMMAND Center Solution is provided “as-is” without additional warranties.
4.8 Safety-Critical Use
Customer is responsible for compliance with safety, engineering, and regulatory standards for its project applications.
5. INDEMNIFICATION
5.1 By Transtec
Intellectual property claims are governed by Transtec’s standard IP indemnification obligations (as per EULA and Transtec terms).
5.2 By Customer
Customer indemnifies Northern Passage and Transtec for claims arising from modifications, misuse, or improper integration of Hardware or Software.
6. LIMITATION OF LIABILITY
To the maximum extent permitted by Canadian law:
Total liability is limited to the amount paid by Customer for the products in the previous 12 months or $1,000, whichever is greater.
Northern Passage and Transtec are not liable for indirect, incidental, special, or consequential damages.