Reseller Agreement

  1. Terms and Conditions of sale.
    Set out below are the terms and conditions applicable to the sale by Interwork Technologies Inc. (“Interwork”) to the Reseller of any hardware, software and other products sold by Interwork to the Reseller
  2. Acceptance.
    Reseller orders must be approved by an authorized agent of the Reseller in writing and are accepted subject to satisfactory credit approval. Delivery may be delayed, without liability on the part of Interwork, pending credit approval. No terms and conditions of sale on the Reseller’s order at variance with these Terms and Conditions of Sale shall be binding on Interwork unless specifically accepted in writing by an authorized agent of Interwork. An order can only be revoked by the Reseller prior to shipment of the Product(s) or within fifteen (15) days after it is made, whichever comes first. Interwork reserves the right to reject orders placed by the Reseller or to refuse to ship orders accepted in circumstances of actual or anticipated shortages of any Product.
  3. Duty and Taxes.
    Reseller is responsible for all applicable federal, provincial/state and municipal taxes. Exemption certificates valid in the place of delivery, MUST be presented prior to shipment in order to be honored.
  4. Prices.
    All published prices are subject to change without notice. All Products will be invoiced based on the pricing provided on purchase orders confirmed by Interwork. Products ordered by the Reseller are subject to shipment in whole or in part at the sole discretion of Interwork, and each shipment is subject to immediate invoicing. All quotes expire 14 days from date of issuance unless otherwise stated. Interwork reserves the right to re-quote at any time based on material changes to foreign exchange rates (where applicable) or to vendor price list
  5. Payment Terms.
    Without approved credit, all payments are due immediately by cash, cheque, VISA, Mastercard or AMEX. On approved credit, prices quoted are net 30 days. All payments are due in accordance with invoice terms from the date of Interwork’s invoice to the Reseller. If partial shipments are made at different times, prorated payments shall be made. The Reseller agrees that should any payments not be made when due, interest on such overdue payments shall be paid by the Reseller at the rate of one point five percent (1.5%) per month or eighteen percent (18%) per annum until the price, including service charges, has been fully paid, but this shall not be construed as obligating Interwork to grant any extension of time for payment.
  6. Credit.
    Interwork reserves the right to reject any orders placed by the Reseller, or to refuse to ship any accepted orders on hand, or to request payment in advance if at any time the Reseller’s credit standing becomes impaired or unsatisfactory to Interwork in its sole discretion.
  7. Shipping Policy/Risk of Loss.
    All shipments are F.O.B. the shipping point, except where otherwise noted in writing. On shipments made via common carrier, delivery of Products in good order to the initial common carrier shall constitute delivery to the Reseller, and all liability of Interwork in connection with the Products, including any liability for loss or damage, shall cease and pass to the Reseller at that time. Interwork reserves the right to make delivery in installments unless otherwise agreed at the time the Resellers order is confirmed by Interwork.
  8. Passage of Title.
    Title to Products shall pass from Interwork to the Reseller only when Interwork has been paid in full for such Products. If default is made in any of the Reseller’s payments herein, Interwork may retain any partial payments which have been made as liquidated damages, and Interwork shall be entitled to immediate possession of the Products, and shall be free to enter the premises where the Products may be located, and remove them as Interwork’s property, without prejudice to Interwork’s right to recover any further expenses or damages that Interwork may suffer by reason of such non-payment.
  9. Product Returns.
    The Reseller must obtain permission from Interwork prior to returning any Products. All returned Products must be returned freight prepaid and be accompanied by a valid Returned Merchandise Authorization Number (“the RMA”) and a copy of the relevant invoice. Interwork has the right to refuse the return of any Product. Products which are made to order, of obsolete
    design, or used, will not be accepted for return. All credits, if and when issued, except in the case of a shipping error by Interwork, are subject to a minimum return charges Final acceptance of returned Products is subject to examination to determine condition. Products returned remain the Reseller’s property and responsibility until such time as a credit has been issued.
  10. Security Interest.
    Customer grants Interwork, and Interwork retains a purchase money security interest in the Products. Customer agrees to cooperate with Interwork as may be required to record or perfect Interwork’s security.
  11. Enforcement of Security.
    Each of the following events shall constitute an event of default: (a) if the Reseller fails to pay or perform any Obligation; (b) the institution by or against the Reseller, or a guarantor of the Obligations, of any proceeding for the dissolution or liquidation of, settlement of claims against, or winding-up of the affairs of the Reseller, or a guarantor of the Obligations; (c) the Reseller becomes bankrupt or insolvent or any proceedings under any bankruptcy or insolvency laws by or against the Reseller or any guarantor of the Obligations, are commenced; (d) any information furnished by the Reseller to Interwork proves to be incorrect or incomplete in any material respect; and (e) Interwork believes in good faith that the prospect of payment or performance of any of the Obligations is impaired or that the Collateral is in danger of being lost, damaged or confiscated.
  12. Warranty.
    Product warranties, if any, are provided by the manufacturer or publisher of the products. Interwork makes no representations, warranties or conditions, express or implied, statutory or othewise, including but not limited to, the implied warranty or condition or merchantability and the implied warranty or condition of fitness for a particular purpose, whatsoever.
    Purchaser agrees that the liability of Interwork for direct damages arising under these terms and conditions, whether in contract, tort, or otherwise, will not exceed the net amount paid to Interwork by purchaser for that product which is the subject of the claim. In no event will Interwork be liable to purchaser or any other party for lost profit whether direct or indirect,
    indirect, special or consequential damages, including, but not limited to loss of good will, loss of anticipated profits, or other economic loss arising out of or in connection with Interwork breach of, or failure to perform in accordance with any of these terms and conditions, or the furnishing, installation, services, use or performance of any products, services, or information Interwork may provide, even if notification has been given as to the possibility of those damages, Purchaser hereby expressly waives any and all claims for those damages.
  14. Indemnity.
    Reseller shall indemnify and hold Interwork and its affiliates harmless from and against all damages, liabilities, costs and expenses (including reasonable attorney’s fees) which may incur because of any claim based on any breach of any representation or warranty, or agreement by Reseller or any breach of this Agreement by Reseller.
  15. Confidential Information.
    All information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against
    a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
  16. Severability.
    Invalidity of any provision of these Terms and Conditions of Sale shall not affect the validity of any other provision hereof and any such invalid provision shall be severed herefrom.
  17. No-Waiver.
    No failure by Interwork to exercise any right accruing to it under any contract of sale entered into with the Purchaser shall operate as a waiver thereof nor preclude the exercise of any other right or privilege by Interwork. No waiver of one or more of these Terms and Conditions of Sale shall operate or be construed to operate as a continuing waiver of such terms and conditions.
  18. Assignment.
    The Purchaser shall not assign its rights or obligations under this Agreement without the prior written consent of Interwork.
  19. Binding on Successors.
    This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their respective successors and permitted assigns.
  20. Force Majeure.
    Not withstanding the foregoing terms and conditions and in addition thereto, Interwork shall not be liable for loss or damages or delay due to causes beyond its control, including but not limited to, acts of God, acts of the Purchaser, fire, storms, floods, epidemics, civil or military restrictions, strikes, lockouts, power outages or other labour disruptions, embargoes, transportation shortages, wrecks or delays or inability to obtain necessary labour. In the event of any such event, delivery shall be extended for a period equal to the time lost by reason of the event.
  21. Priority.
    In the event of any conflict or inconsistency between these Terms and Conditions of Sale and a Reseller’s order approved by Interwork in accordance with Section 2 herein, these Terms and Conditions of Sale shall govern to the extent of the conflict or inconsistency, unless the conflicting or inconsistent provisions of the Reseller’s order have been specifically accepted in writing by an authorized agent of Interwork.
  22. Notices.
    All notices, requests, damages, and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested , or via nationally recognised courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to Interwork shall be sent to Interwork technologies Inc., 340 Rimrock Road, Toronto, ON M3J 3A6, Attn Credit Department. Notices to Purchaser shall be sent to the address that Interwork has in its records for Purchaser for billing purposes.
  23. Governing Law.
    All contracts for the sale of the Products shall be governed and construed according to the laws of the Province of Ontario and the laws of Canada, or New York for the United States where applicable therein.
  24. Entire Agreement.
    This Agreement, along with any order of the Reseller accepted by Interwork in accordance with these Terms and Conditions of Sale, is the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior proposals, agreements and understandings, oral or written, between the parties. This Agreement may not be modified except by a written instrument signed by both parties.