1. The Parties

Ontario Trade Printers Inc., d.b.a. “OTP Design-Works” may hereafter be known as "OTP Design-Works," "OTP," or "The Contractor." The Purchaser of goods or services may hereafter be referred to as The “Client,” or “Customer.” Collectively, OTP and The Purchaser may hereafter be referred to as “The Parties.”

2. Separate Agreement for Software Development

Software or Application Development work, or website development, may be subject to a specific agreement between The Purchaser (Client) and OTP. If a separate agreement has been executed by the parties, the Software Development Agreement or contract shall take precedence over this document in case or cases of a conflict with individual paragraphs, terms, conditions, or, stipulations. Otherwise, all terms and conditions noted herein shall remain in force, and, will be enforceable, unless individual terms or conditions or covenants are struck down by a court with jurisdiction. In such an event, the rest of this document shall remain in force and binding.

3. Agreement of Parties

Where the products being purchased by the Client are for physical goods, printing, electronic items, software activations, graphic design work, consulting, software development work, or any other product or service not governed by a separate agreement or contract between the purchaser (Client) and OTP, (“the parties,”) the following terms and conditions will apply, are stipulated to, and agreed upon.

4. Shipping Times for physical goods ordered

Most physical product orders, except printed goods or signage, are processed and shipped within 72 hours of receipt. However, depending on inventory / product availability, PLEASE ALLOW UP TO 30 DAYS FOR SHIPPING TO OCCUR, except where otherwise indicated in advance, or, for "special order" items which may have a longer procurement window. However, if neither of these conditions apply, In the event we are unable to ship within 30 days, for any reason, you will have the choice to receive a full refund, with the exception of CUSTOM PRINT orders, or, where dies or molds have been created for you; in these cases, you may request a full refund after 60 days if the order is not delivered within that time, unless a longer shipping time is expressly noted in your estimate, purchase order, sales order, or invoice, in which case, the longer time period will apply for any request for refund or cancellation.

5. One Year Minimum Software Activations / Cancellation / Network Issues / Notice

a) One year minimum activations: Software activations or installations, or new software licence activations, applications or APIs running on a server, and, service level agreements, whether for an individual device, computer, server, or for a browser-based software product, require a MINIMUM one-year contract and purchase from the Purchaser (CLIENT) or customer. This includes, but is not limited to, the following services and products: GPS tracking, Fleet management services, server access or use, cellular data services, device management, payments processing, credit card processing, EFT / ACH processing, technical support services, development retainers, and, consulting contracts ("the services"). If the Purchaser (CLIENT) or customer should decide to terminate or discontinue the service prior to the one-year anniversary of installation of activation of same, the customer shall indemnify and remit to OTP, at the time of service discontinuation, all unpaid purchase cost, or monthly fees, or service fees, for the balance of the one year commitment. 

b) No discounts offered for non-use or usability issues: There is no discount, rebate or other abatement of the responsibility by the customer to pay OTP all monthly software or licence fees or service fees, or software development fees as provided for by any client-accepted estimate, proposal, quote, on contract, in the event the customer discontinues using the software, services, or, licences, for any reason whatsoever. The client will hold OTP as harmless, and, OTP assumes no liability in respect of any software sold or provided by OTP, becomes non-operational or unusable, especially where the software failure was caused or occasioned by the customer, or the customer's employees or equipment, a cellular or wireless signal failure, an internet connection failure, utility, or public infrastructure failure, an "Act of God, "war," "force majeure," insurrection, civil disobedience, sovereign conduct, weather, natural or man-made disaster, epidemic or pandemic, or terrorism, or the actions of third-parties. 

c) Third-party services / OTP liability: The parties understand and agree that performance by OTP or OTP’s data carrier, or managed server provider(s), or any third-party application, or solution platform (such as, but not limited to Zoho Corp., or, credit card processor, or, GPS services or telephony services provider) or any other service facilitated by, or provided by OTP, whether as a direct provider, reseller, agent or referrer, may be temporarily or permanently interrupted or delayed by an occurrence outside of our control, or its control, including but not limited to the following: the customer, or the customer's employees or equipment, a cellular or wireless signal failure, an internet connection failure, utility, or public infrastructure failure, an "Act of God, "war," "force majeure," insurrection, sovereign conduct, civil disobedience, weather, natural or man-made disaster, epidemic or pandemic, or terrorism. With respect to the foregoing, The client will hold OTP as harmless and entirely without liability in any or all such circumstances, and OTP assumes no liability therein, and, OTP shall not be liable to The Purchaser (The Client) for loss of use, or any other damages resulting therefrom. The client holds The Contractor as harmless for any and all such network, or platform, data, or software interruptions, failures or slowdowns, whether temporary or permanent, howsoever such interruptions, failures, or, slowdowns are occasioned.   

d) Client to evaluate suitability of all services or vendors independently: It is entirely incumbent upon The Client to investigate evaluate, vet, and be satisfied as to the abilities, suitability, performance, reputations and reliability, and/or operation of any and all data network(s), servers or server farms, telephony carriers, cable service, cellular data provider(s), messaging provider(s), satellite systems, or platform solution providers (including Zoho Corp.) or third-party applications or solutions or environments, proposed by OTP, or, on which or in which software sold, referred, resold, installed by, integrated to, or, configured by OTP, for use by the client, or in connection with any other software or product proposed to the client by OTP. The client holds OTP as harmless in this regard, and, OTP assumes no liability therein, whatsoever. 

e) Client to pay on time: Where the client fails to pay or prepay for any products or services by the prescribed payment deadline, as provided for herein, or, in any quote, estimate, proposal, or contract which has been accepted by The Client, OTP is empowered to suspend any or all services to the client pending payment. In order to restore services, The Client must pay for all services currently in arrears, and, for all current charges, without discount or offset for lack of availability or usage during any service suspension. A service charge to restore services may apply, which must also be paid prior to service restoration. At OTP's sole and absolute discretion, OTP may elect to cancel the service contract for non-payment. In such a case, the customer shall indemnify and remit to OTP, at the time of service discontinuation, all unpaid purchase costs, or monthly fees, for the balance of the one year commitment, plus any development fees owing to OTP. There is no discount, rebate or other abatement of the responsibility by the customer to pay OTP all monthly software, service, or licence fees owing, in the event the customer discontinues using the software or service or licence, for any reason.

f) Sixty days' notice after first year: Following the first year of service as described above, 60 days' (sixty days') minimum notice is required in writing, the sixty days being calculated from the first day of the following month, to effect the termination of any subscription or ongoing service for software use or licences, GPS tracking, fleet management, MDM services, or, server access, etc... as detailed above. The customer will continue to pay for the services for the duration of the 60 days' notice period, and OTP will continue to offer all such services to the customer, to the end of the notice period. Where the customer has prepaid for services, no refunds will be offered - all sales are final. Where the end of the notice period falls within a normal billing period, the customer will pay for the full billing period, as invoiced; no deductions will be made. 

g) Commencement of monthly charges / ongoing billings:billings for applicable monthly service charges will commence in the half-monthly period FOLLOWING the introduction of the service, module, or, functionality which requires the monthly service charges to be used / started. For example; if GPS tracking services are commenced July 7^th, then the first billed period for said GPS services would commence on July 15^th, in advance of that half-month period. Each half-month period runs from the 1^st day of the month to the 15^th day of the month, and, from the 16^th day of the month, to the last day of the month. Each period shall account for 50% of the normal / nominal billing rate for the entire month (pro-rated for half). Server fees for “payroll parsing service,” or "server access fee," or any "back-up service," (or for any other service), would then commence on the 1^st day of the next month, assuming the use of said services commences in the last half (from the 16th day onward) of the current month. All billings are rendered in advance. All payments fro services MUST BE PAID in advance, BY the 1^st of the month (or 15^th of the month, where pro-rated for a half month). All such billings commence upon the commencement of the services, NOT upon substantial completion of the entire project. The Contractor may, at its sole discretion, dispense with the half-monthly billing, and, render first bills for service on the first of the next month only, foregoing the half-monthly billing for the last half of the month. If / when The Contractor elects to forego billing, or, void or cancel a billing for services rendered, or, otherwise elects to "stop" a billing for a contracted service, this should not be taken as a precedent, or, be considered to be enforceable as a "past practice." In such case or cases, each case will be evaluated and acted upon by the Contractor as The Contractor sees fit.  

6. Included / Not included in Prices, Estimates & Quotes

a) Hardware not included: For Software orders or work for mobile use: prices quoted do not include any Smartphones or tablet computers, desktop or other computing devices, servers, data SIM cards, analog, digital or cellular telephony services, data services of any kind, unless specifically noted and included in the estimate, or quote. All such items must be purchased, subscribed to, and installed separately, unless we have specifically included them in your proposal. Included software for mobile devices includes: device firmware and libraries, device drivers, and downloadable basic "demonstration" applications for the capture of data. No other software is included without additional cost, unless noted. API's / SDK's / Drivers for many of our hardware products are provided at no additional charge via download from the manufacturers, however, OTP cannot control the availability of such software, and, is to be held as harmless as regards its availability, quality, or, efficacy, except where such software is provided by OTP for hardware devices built by OTP. Please note: all such API's and SDK's and Drivers would be current as at the time of installation only, and may fail to operate in the case or cases of device upgrades, or, operating system upgrades, or, network or platform upgrades or version changes. OTP cannot warranty against such circumstances, and, this service is specifically excluded from any warranty. 

b) Domains and Hosting: For prices quoted in relation to website development, prices DO NOT include the following, unless otherwise indicated: Domain registration, email domain set-up, ongoing website / email domain or account management, ongoing hosting, domain, or software platform account fees, post-publication edits or changes to websites, or website maintenance, unless otherwise indicated in a client-accepted estimate, quote, contract, proposal, or invoice.  

c) Website Creation: For website creation: creation of website content (text, photos, images, artwork) is not included in prices quoted, unless otherwise specified. Creation of logos is not included, unless otherwise specified in the estimate, invoice, or, in a package we have advertised or listed on this website. Up to two iterations / versions of any given page or view are permitted without extra charge, providing The Client provides direction, and, a mock-up from from which to work. One iteration of workflows or functions, following client instruction, is included.  

d) Printed Goods: For printed goods and signs: creation of artwork / files for the project(s) are not included, unless otherwise indicated in a client-accepted estimate, quote, contract, proposal, or invoice.  

7. Software not Included with Devices 

Unless otherwise indicated, or, if described in a separate estimate, scope of work, email, or proposal in writing, no software applications or drivers or firmware are included in the sale price for any devices, except, in some cases, "trial," or "demonstration" versions  of software. We recommend for your consideration that you select / subscribe to one (or more) of the high-quality software applications offered by OTP or Zoho. Please check with the item manufacturer to determine what "native" software or firmware or drivers may come with the item "out of the box." 

8. Rights Reserved 

If the customer purchases software from or through OTP, whether such software is produced directly by OTP, or, where OTP markets and sells such software as an authorized reseller, agent, or distributor, OTP and/or the software rights owners, assert all legal rights with respect to ownership of intellectual property, software code, software functionality, associated documentation, screen layouts, trademarks, trade names, training materials, etc...

9. Reproduction not Permitted

Software and associated documentation may not be reproduced, copied, emulated, transmitted, disseminated by any means, or, allowed to be viewed by any persons other than principals or employees of the purchaser (client) without the express written permission from the owner, publisher, or developer of the software or associated documentation. Prices do not include Smartphone or tablet computer voice or data plans; these must be purchased separately from your wireless provider, or from OTP. Generally, the devices offered for sale by OTP do not require a separate plan; it/they operate off your Smartphone, or tablet computer's existing voice or data plan, operating system, and installed software, or via wireless data (wi-fi). If you have any questions, please ask us. PST / GST / HST / VAT (any and all applicable taxes) / Duties / shipping insurance / customs tariffs/brokerage charges are NOT INCLUDED in the quoted prices, and are extra, as may be applicable, and are payable by the customer.

10. Sales Final

All sales are final. Deposits or partial payments are non-refundable, except at the sole and absolute discretion of OTP. 

11. Proof of Warranty Claim Documentation

Your invoice may contain language similar to the following: 

"THIS DOCUMENT IS BOTH YOUR OFFICIAL INVOICE AND PROOF OF PURCHASE FOR WARRANTY CLAIMS. Please note that no additional invoice will be sent to you. The invoice will serve as your invoice or proof of purchase, and warranty; you will require this document as your proof of purchase for all warranty claims: PLEASE DO NOT LOSE THE INVOICE DOCUMENT."

No document, other than the invoice provided to the client at the time of purchase, will serve as a proof of purchase. Ontario Trade Printers Inc., d.b.a. “OTP Design-Works”  reserves the right to confirm customer identification before processing any warranty claims. Please note that some items are shipped un-assembled, or partially assembled, or may require a smartphone, tablet computer, or other component(s) to be inserted, or to function; these items are not included, and must be purchased separately. It is the customer's responsibility to ascertain if assembly is required for any given item. If you have any questions, please ask us before completing your purchase. The Customer may request OTP to assemble any items we sell for a fee, which is negotiated on a case-by-case basis. The customer assumes all costs for final assembly.

12. WARRANTY

All items sold as "refurbished," "used," "reconditioned," or "demo units," or "re-manufactured," carry a 30-day ONLY warranty, unless otherwise indicated by written agreement of the parties, against defects in manufacturing, workmanship, parts, and repair labour, when used as intended. Ontario Trade Printers Inc., d.b.a. “OTP Design-Works” , and/or the product manufacturers, assume no liability with regard to labour costs, integration or development costs, research costs, lost productivity, or lost income or profit should a device or software sold by OTP fail or become inoperable for any reason. Physical products sold as new MAY carry a manufacturer’s warranty for which OTP carries no liability or responsibility to honour. Please ask us concerning your particular item, or, check with the product manufacturer for warranty details. Any hardware products MANUFACTURED BY OTP include a one-year warranty, unless otherwise indicated, against defects in manufacturing, workmanship, parts, and repair labour, when used as intended. Software development work, printed goods, website development work, business consulting work or graphics art work is/are specifically NOT COVERED by any warranty. 

13. Warranty not Transferable

The warranty (if applicable) is not convertible to currency. Please note that the warranty (if applicable) is not transferable, except as may be required by local law, and has no cash surrender value. The warranty-holder is the person or company named on the invoice (the Purchaser / Client).

14. Warranty Terms

The maximum warranty period (if applicable) for any goods purchased herein is for one year from the invoice date, except where manufacturers' warranties specifically provide for a longer warranty period (please refer to any manufacturer's warranty). The warranty protects against product manufacturing or part defect or failure only. The Customer will hold as harmless OTP from any other claim or liability. The warranty (if applicable), except where otherwise indicated by any specific manufacturers' warranty, covers parts and repair labour cost only; No other claims will be honoured or considered valid. OTP (if the product manufacturer), will for any approved warranty claim, repair or replace, at our sole and absolute discretion, with new, used, or reconditioned equipment, to make operational or satisfy the warranty, for any defective device, item, or part. If an item is not repairable, and/or if the product is no longer available, OTP reserves the right to substitute a comparable product, or, at the discretion of OTP, offer a full or partial refund, pro-rated based on use and time elapsed. The Purchaser (Client) will be responsible for any associated shipping charges, customs duties or tariffs, or taxes payable relating to warranty claims. OTP's warranty (if applicable), specifically excludes reimbursement, repair, or replacement of any damage caused by the customer, howsoever occasioned.

15. Warranty Voided

The warranty (if applicable) does not cover lost time, lost revenue, or loaner equipment. Damage caused by crushing, immersion in any fluid, dropping, or electrical surge or overcharging, or charging any electrical items with non-approved charging sources, or use of the item for unintended purposes, is SPECIFICALLY excluded from any warranty coverage. The Pulling out, disconnecting, or, disengaging of any electrical connection / plug / charging head by the attached electrical cord or cable, from any electrical receptacle, WILL VOID THE WARRANTY, and may cause electrical failure of the device: DO NOT PULL BY THE CORD. To disconnect any device from a power source, disengage the connection by gently pulling from the power supply unit, charging head, or, the housing around the male charging prongs. At the sole and absolute discretion of OTP, the warranty may be declared VOID if the product shows signs of physical damage or accident, outside the scope of normal usage, or if any person has attempted to "flash," modify, or upgrade any on-board device firmware without express written permission. Ontario Trade Printers Inc., d.b.a. “OTP Design-Works”  asserts, and the Customer agrees, that no promises, claims or warranties, implied or otherwise, exist except as noted herein.  

16. Clearance Items

PLEASE NOTE: Items sold as "CLEARANCE ITEMS," or, "DISCONTINUED ITEMS," or, "LEGACY ITEMS," may be sold as new, however, as these are "legacy items" which are no longer manufactured, these items DO NOT CARRY a Ontario Trade Printers Inc., d.b.a. “OTP Design-Works”  standard warranty. The individual item MAY carry a manufacturer's warranty: please check with the manufacturer directly. OTP only warranties that the item is sold in "new old stock" condition, and, that it will be in working condition at the time of receipt by the customer. If the device is not in good working order at the time of receipt, the customer MUST notify OTP within 48 hours of receipt for exchange, replacement, or refund (at OTP's sole and absolute discretion).

17. Batteries

PLEASE NOTE: Batteries included/sold with devices are excluded from OTP's standard warranty coverage; the warranty on batteries is for a 30-day period only. All other warranty provisions remain the same. Manufacturers' warranties may exceed this. This exclusion of batteries from standard warranty coverage is owing to the fact that batteries can be damaged easily by the customer if not charged in accordance with manufacturer's instructions, and, owing to varying conditions of product usage, different battery types in devices, varying electrical charging amperages and voltages, and, other factors which cannot be controlled by OTP. Upon receipt of your device, please check to ensure that your battery is charging and powering your device properly, and, that the device is retaining its charge as specified. Please report any shipping-related damage, or obvious manufacturing defects with the battery to OTP within 48 hours of receipt of the device for possible repair or replacement.

18. Customer Damage and Acceptance of Products

PLEASE NOTE: ALL customer-caused damage is exempt from exchange, replacement, or refund provisions. Customer is responsible for all shipping, customs charges, and/or taxes for all warranty claims. OTHER THAN AS SET FORTH ABOVE,THERE ARE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS, FOR A PARTICULAR PURPOSE. 

By installing or using the product, Purchaser (CLIENT) has constituted acceptance of the materials, goods, work product, or software. 

19. Limitations on Liability

IN NO EVENT SHALL OTP, ITS PARENTS, SUBSIDIARIES,AFFILIATES OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF THE FOREGOING BE LIABLE TO PURCHASER (CLIENT), ANY OF ITS AFFILIATES OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE GOODS, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT WILL OTP’S LIABILITY FOR ANY DAMAGES TO PURCHASER (CLIENT), ITS AFFILIATES OR ANY THIRD PARTY EVER EXCEED THE PURCHASE PRICE PAID BY PURCHASER (CLIENT) TO OTP FOR THE GOODS.

20. Termination on Contingency 

This contract will be terminated automatically with respect to the delivery of, or payment for, any Goods not yet delivered when any of following contingencies occur: Shutdown of Purchaser (CLIENT)’s or OTP’s business; and any formal, informal, voluntary, or involuntary action, whether conducted privately or in court, by either party resulting in the surrender of any substantial degree of business management for the benefit of creditors.

21. Jurisdiction

This transaction will be governed by the laws of the province of Ontario, Canada, and will be subject to the authority of the Ontario courts. Any actions arising from this agreement will be filed or commenced in The Ontario Superior Court located in The City of Hamilton, in the Province of Ontario. The Parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such court or any suit, action or procedure arising out of this Agreement.

22. Ownership of Goods: Physical Goods 

Ontario Trade Printers Inc., d.b.a. “OTP Design-Works”  retains clear ownership and title to all goods shipped, activated, or conveyed for use, until the full invoice amount has been settled. Where orders are not pre-paid or where credit is extended, all accounts must be settled within 14 days of the invoice date, unless otherwise agreed upon by the parties in writing. All overdue accounts will be subject to interest charges, at the rate of 36% per annum, calculated and billed monthly. Ontario Trade Printers Inc., d.b.a. “OTP Design-Works”  reserves the right to recover from The Customer any and all costs, including but not limited to legal fees, filing fees, attorney fees, courier, investigation, registry fees, document reproduction, and any such other costs incurred in satisfying the invoiced amounts owing, or in recovering its property.

22a. Ownership of Software

Unless otherwise indicated herein, or in a related scope of work, estimate, or, proposal, The Consultant is not selling a “software package” or "compiled software code." Rather, the consultant is selling application development work, coding work, (or other) products, services, consulting, or expertise.

However, where The Consultant is actually providing application development work, customization, and/or, the consultant is developing specifically assembled or compiled software applications, or functionality as "work product" as defined herein, or in a related estimate, proposal, or, scope of work, or, if The Consultant is setting up or configuring functionality within a commercially developed application, developed or owned by a third-party, or, is building the aforementioned work product in a commercial development “environment,” or solution, coding language, or software package, owned by a third-party, all such work is performed and offered "non-exclusively," for use by, and benefit of, "The Client," for the client’s own lawful use. The client shall possess a conditional use licence granted by the client, to use and operate such work product, for the allowed or stated use or uses of the work product as defined by the related scope of work, estimate, or, proposal only. Such lawful use is providing that, and contingent upon, The Client having paid, or to be paying on an ongoing basis, all associated development fees, and all required ongoing monthly or service fees, or other fees, as provided for in this agreement, proposal or related estimate, or as subsequently agreed by the parties, on an “on time” basis. Late payment or, non-payment of any or all such fees or charges will empower The Contractor to temporarily or permanently revoke any use licence granted to The Client by The Contractor, at which time The Client will immediately cease to use the work product, or compiled software, and, will delete all such copies of the compiled software code on instruction from The Consultant. Further, non-payment for continuing use of third-party licence seats for underlying technology, or, platforms, such as Zoho Corp. products, may prevent the use of the work product by The Client. Unless otherwise indicated in writing in the associated scope of work, or otherwise herein, or in subsequent written form with The Contractor’s consent, the client does not possess authority to sell or resell the source code or intellectual property, work product, or, solutions built pursuant to this agreement, if such work product is built on platforms owned by Zoho Corp, or, other third parties. Further, it is The Client’s responsibility to ensure that the client possesses an active account(s), licence(s), or, permission to use any necessary third-party software environment, platform, solution, coding language, or application described herein. The Consultant, unless stated otherwise in any related scope of work, estimate, or proposal, will not provide “source code” or “script” to the client as work product, and the client acknowledges that he/she/they/it does not own or possess any ongoing claim or rights to such source code or script, other than the conditional use licence granted by The Contractor, and, private lawful use by the client of the developed application(s) or solution(s) or work product. Use of developed applications or modules therein or thereof is not exclusive to The Client, and The Contractor may re-use or re-sell any developed code, script, modules, or applications at its sole and absolute discretion. The Client acknowledges that The Consultant may use or employ techniques, training, modules, procedures, or methods, in developing applications for the client which are proprietary to the consultant, or are the consultant’s intellectual property. The Client acknowledges The Contractor’s ownership of the source code or script developed by The Contractor, and forever waives any claim to ownership, rights, or future use of the source code or script. Further, if the compiled application(s), solutions or development work are built using a framework, environment, software, or development language(s) owned by a third-party such as Zoho Corp., even where The Consultant may have been granted resale rights to a compiled software solution, the underlying framework, development environment, software, or, development language(s) used by The Consultant to build the compiled software solution remain the sole property of the third-party provider, notwithstanding any language herein, or, understanding by or of the client to the contrary. This agreement DOES NOT extend any "ownership" of the developed code or software applications as provided by The Contractor as work product, or, any development environment, language(s), platform, code, or, software upon which the work product is built upon or mounted. This also applies for any integrated software owned by third-parties; The Client's rights extend only to the use of the work products, or cpompiled software solutions, as specifically defined by the terms and conditions described above and herein, or, by any governing third-party contract. No other ownership or rights accruing to The Client are implied or granted.

23. Costs of Action

In the event the Purchaser (CLIENT) in any manner defaults or breaches the terms and conditions of this Agreement, or threatens to do same, or in the event it becomes necessary for OTP to employ an attorney to enforce any provision of this Agreement, obtain injunctive relief, collect damages on account of a breach or threatened breach of this Agreement, or if OTP prevails in a tort action commenced by The Purchaser (CLIENT) against OTP, The Purchaser(CLIENT) shall reimburse OTP for OTP's attorney fees, court costs, collection costs, paralegal fees, process serving, courier and mail, skip tracing, private investigation fees, document reproduction fees, and/or all other out-of-pocket fees or expenses associated with collecting any amounts, debts, goods, or judgments owing or payable to OTP by the Purchaser (CLIENT).  

24. Changes to Pricing, Service Terms, and Warranty

OTP reserves the right to alter our pricing, service and warranty terms from time to time, without notice, and as may be permitted by law. It is the Purchaser's (CLIENT's) responsibility to make themselves familiar with existing pricing, terms of sale, service terms and conditions, and warranty terms in advance of any new purchase.  

25. Refusal of Service or Orders

OTP reserves the right, at our sole and absolute discretion, without limitation, to refuse to accept or fulfill any order or request for service we receive, at our sole and absolute discretion. 

26. Indemnification

The Purchaser (CLIENT) shall indemnify and hold OTP, its parents, subsidiaries, affiliates and all officers, directors, employees and representatives of the foregoing free and harmless from any and all claims, demands, loss, liability or expenses, including reasonable attorney’s and court fees, resulting from:

            (i) the injury to, or death of, any person or persons, and/or, 

            (ii) damage to property of any person relating to the Goods purchased   

hereunder which injury or damage is caused by or arises out of the negligence of Purchaser (CLIENT), the improper installation of the Goods by Purchaser (CLIENT) or its agents, or the condition of Purchaser (CLIENT)’s property.

27. Waiver

The failure of either party to insist in any one or more instances upon performance of any of the provisions of this agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, and the same shall constitute and remain in full force and effect. No single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy. Waiver shall not constitute or be construed as a continuing waiver or a waiver of any other breach of any other provision of this Agreement.

28. Binding Effect 

The provisions of this Agreement shall be binding upon and shall inure to the benefit of both parties and their respective successors and assigns.

29. Assignment

This Agreement cannot and shall not be assigned or transferred, by operation of law or otherwise, without the express prior written consent of the other parties hereto.

30. Parties In Interest

Nothing express or implied herein is intended, or shall be construed to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

31. Headings

Headings in this Agreement are for convenience only and should not be used to interpret or construe the provisions there under.

32.Singular and Plural

Unless the context requires otherwise, wherever used herein, the singular shall include the plural and vice versa and the user of one gender shall denote the others where appropriate.

33. Severability

If any part, term or provision of this Agreement shall be determined by any court to be invalid or unenforceable, all of the remaining provisions nevertheless shall remain valid and effective as it is the intention of the parties that each provision hereof is being agreed upon separately.

34. Entire Agreement

This Agreement constitutes the entire agreement of the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, including, without limitation, any representations and understandings of the parties, both written and oral, other than as expressly referenced herein, and where appropriate, delivered at closing. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and which specifically refers to this Agreement and states that an amendment or modification is being made in the respects as set forth in such instrument and is made by the parties hereto.

35. ACCEPTANCE 

BY SUBMITTING AN ORDER ON OUR WEBSITE, OR BY ANY OTHER MEANS, THE PURCHASER (CLIENT) AGREES TO BE BOUND BY AND TO THIS AGREEMENT, AND THE TERMS AND CONDITIONS CONTAINED HEREIN.

Thank you again for your business. Please feel free to contact us by email using the button below, or by telephone, if you have any questions about our Terms of Sales, Service, or Warranty.  

This document was last revised on: July 01, 2018.