Mediaduplicationsystems Terms and Conditions of Sale

PLEASE READ THIS DOCUMENT VERY CAREFULLY.

THESE TERMS AND CONDITIONS OF SALE APPLY TO ANY AND ALL PURCHASES OF PRODUCTS OR SERVICES BY YOU ("CUSTOMER") FROM MEDIADUPLICATIONSYSTEMS.

BY PLACING AN ORDER ON MEDIADUPLICATIONSYSTEMS' WEBSITE (THE "SITE") OR, IF CUSTOMER PLACED AN ORDER BY OTHER MEANS, BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN MEDIADUPLICATIONSYSTEMS' INVOICE OR OTHER MEDIADUPLICATIONSYSTEMS' DOCUMENTATION, CUSTOMER ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN, UNLESS CUSTOMER AND MEDIADUPLICATIONSYSTEMS HAVE SIGNED A SEPARATE WRITTEN AGREEMENT OF PURCHASE AND SALE, IN WHICH CASE SUCH AGREEMENT WILL GOVERN.

Documents

These terms and conditions of sale, together with your order information, constitute the entire agreement between Customer and Mediaduplicationsystems with respect to the purchase of products or services by Customer from Mediaduplicationsystems on the Site and constitute a binding contract between Customer and Mediaduplicationsystems. Any additional or different terms in any forms delivered by Customer are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given and any such attempt to alter, modify or replace these terms and conditions will be null and void and of no effect, unless explicitly agreed to by Mediaduplicationsystems in writing.

Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Mediaduplicationsystems at the address provided below.

Customer may issue a purchase order for administrative purposes only. Any terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto.

Governing Law

THESE TERMS AND CONDITIONS OF SALE AND ANY TRANSACTION CONTEMPLATED HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, AND THE APPLICABLE LAWS OF CANADA, WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES OR PRINCIPLES WHICH MIGHT REFER SUCH CONSTRUCTION TO THE LAWS OF ANOTHER JURISDICTION. ANY LITIGATION OR ARBITRATION WILL BE BROUGHT IN TORONTO, ONTARIO AND, SUBJECT TO SECTION 10, CUSTOMER CONSENTS AND SUBMITS TO THE JURISDICTION OF THE FEDERAL AND PROVINCIAL COURTS LOCATED IN TORONTO, ONTARIO AND WAIVE ANY OBJECTION RELATING TO IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.

Title; Risk of Loss

If Customer provides Mediaduplicationsystems with Customer's carrier account number or selects a carrier other than a carrier that regularly ships for Mediaduplicationsystems, title to products and risk of loss or damage shall pass from Mediaduplicationsystems to Customer upon shipment from Mediaduplicationsystems' facility. For all other shipments, title to products and risk of loss or damage shall pass from Mediaduplicationsystems to Customer upon receipt by Customer. Notwithstanding the foregoing, title to any and all software products will remain with the applicable licensor(s) and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer. Mediaduplicationsystems retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges.

Export Sales

Products obtained from Mediaduplicationsystems by Customer may be subject to Canadian and/or U.S. government export control laws and regulations. Customer will comply with such regulations whenever it exports or re-exports controlled products or technical data obtained from Mediaduplicationsystems. In addition, Customer acknowledges that, manufacturers' warranties for products may vary or may be null and void for products exported or used by Customer outside of Canada.

Warranties on products not manufactured by Mediaduplicationsystems
Customer understands that Mediaduplicationsystems is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Mediaduplicationsystems and not any affiliate of Mediaduplicationsystems. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by Mediaduplicationsystems or any of its affiliates. In connection with services, neither affiliates of Mediaduplicationsystems nor third party service providers are agents of Mediaduplicationsystems and Mediaduplicationsystems has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. Mediaduplicationsystems AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, OR CONDITIONS RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR THAT THE PRODUCTS OR SERVICES WILL MEET CUSTOMER'S NEEDS OR WILL BE ERROR FREE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.

Pricing Information; Availability Disclaimer All pricing is subject to change. Mediaduplicationsystems reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Mediaduplicationsystems cannot guarantee that it will be able to fulfill Customer's orders.

Limitation of Liability NEITHER STORAGE HEAVEN NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER MEDIADUPLICATIONSYSTEMS NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED BY MEDIADUPLICATIONSYSTEMS OR ITS AFFILIATES, NEITHER MEDIADUPLICATIONSYSTEMS NOR ITS AFFILIATES WILL BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM; OR (B) $50,000.

Mediaduplicationsystems will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labour problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Any shipping dates provided by Mediaduplicationsystems are estimates only.

Third Party Services

Customer acknowledges and agrees that, in some instances, Mediaduplicationsystems is a reseller of services and is not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases Mediaduplicationsystems and its affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers.

Arbitration

Subject to the following paragraph, any claim, dispute, or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims capable in law of being submitted to binding arbitration) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships and certifications with third parties who are not signatories hereto), or Mediaduplicationsystems' advertising and marketing (collectively a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF Mediaduplicationsystems, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will take place in Toronto, Ontario. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential.

Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Storage Heaven arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.

Orders; Payment Terms; Interest; Taxes

Orders are not binding upon Mediaduplicationsystems until accepted by Mediaduplicationsystems. Terms of payment are within Mediaduplicationsystems' sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Mediaduplicationsystems may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at the lower of: two percent (2%) per month (24% per year); or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold Mediaduplicationsystems harmless from, any applicable sales, use, value-add, goods and services, harmonized sales or other taxes or any fees, assessments, levies or other amounts, including without limitation any environmental fees or waste disposal assessments or levies, whether provincial, federal or other applicable governmental level, associated with the order. Customer must claim any exemption from tax and, if applicable, from any fees, assessments or levies, at the time of purchase and provide the necessary supporting documentation. Any sales, use, value-add, goods and services, harmonized sales or other applicable tax and any fees, assessments or levies are based on the location to which the order is shipped. In that regard, Mediaduplicationsystems may require Customer to provide a declaration declaring and certifying the location of the supply of the product. In the event of a payment default, Customer will be responsible for all of Mediaduplicationsystems' costs of collection, including court costs, filing fees and legal fees.

Return Privileges

• Please contact Mediaduplicationsystems Service at customerservice@mdsfirst.com, Monday - Friday from 10:00am - 5:00 pm (EST) to obtain a Return Merchandise Authorization (RMA) before returning your product. This will expedite and help ensure the proper action or credit upon processing.
• In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer number, invoice number, serial number, reason for return, and whether the box has been opened or is manufacturer sealed.
• Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is partially contingent upon products being 100% complete.
• Customer is responsible for shipping charges for all products being shipped for return.
• Customer is responsible for all risk of loss and damage to products being shipped for return. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery and tracking capabilities. This is for your protection as well as to ensure quick action on your return.
• Return privileges vary by manufacturer and include but not limited to: 1) no returns accepted with no exceptions, 2) returns for repair or exchange, 3) returns with restocking fee applied if product still sealed/not opened, 4) returns with re-stocking fee applied if product opened, and 5) returns with no restocking fee applied. Shipping and Insurance fees are buyers responsibility and are not refundable. Please contact Mediaduplicationsystems Customer Service at customerservice@mdsfirst.com or 800.367-3054 for details.
• Return shipping address will be provided by customer service representative after RMA is granted.

Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.

Damaged Products

If Customer receives damaged products; please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify Mediaduplicationsystems immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify Mediaduplicationsystems Customer Service at customerservice@mdsfirst.com or 800.367-3054 of damaged products WITHIN 48 HOURS of receipt. Timely receipt of this information is necessary to successfully file a damage claim with the carrier.

Use of Personal Information

Customer hereby represents that it has read and understands Mediaduplicationsystems privacy policy and, where Customer is an individual, hereby agrees to the terms contained therein, including the permitted uses by Mediaduplicationsystems as described therein of any personal information provided by Customer. Mediaduplicationsystems privacy policy is accessible at www.mediaduplicationsystems.com

Contacting Mediaduplicationsystems

Click here for Mediaduplicationsystems contact information.

Last Update: August 4, 2007