Terms of sale

These terms apply to every quote, order and delivery between NorthernITShop, operated by Northern IT ("NorthernITShop", "we", "us"), of 343 Spruce Grove Crescent, Newmarket, Ontario L3X 2X2, Canada, and the customer named in the quote ("you"). By accepting a quote or placing an order you agree to them.

We sell to businesses and organizations. If you buy as a consumer, the laws of your place of residence may give you rights that these terms cannot remove; nothing here limits those rights.

1. Order of precedence

If documents conflict, this order applies: (1) a written agreement signed by both of us, (2) your quote, (3) these terms, (4) our warranty, returns and shipping pages. Terms printed on your purchase order or other documents do not apply unless we accept them in writing.

2. Quotes and prices

• Price ranges and "price on request" on the website are guides, not offers to sell.
• Your quote states the exact price, currency, condition, warranty, lead time and shipping cost. It is valid for 7 days unless it says otherwise.
• Prices for used and refurbished parts can change quickly. If a part in your quote is no longer available when you accept, we tell you before you pay and offer an alternative or cancel that line.
• We may correct obvious errors in a quote or invoice. If a correction raises the price, you may cancel the affected lines without charge.

3. Orders and cancellation

• An order is formed when you accept a quote and we confirm it in writing (email is enough).
• We may decline or cancel an order if export or sanctions checks fail, if we cannot verify payment, or if the part becomes unavailable. We refund anything you paid for cancelled lines.
• You may cancel lines that have not shipped by emailing us. Parts sourced specially for you, or marked "non-returnable" in your quote, cannot be cancelled once ordered from our supplier.

4. Taxes, duties and fees

Prices exclude taxes unless your quote says otherwise. We add GST/HST or other sales taxes where the law requires. For shipments outside Canada, import duties, local taxes and brokerage fees are paid by you unless your quote states a delivery term that includes them. Bank, card and currency-conversion fees on your side are your responsibility.

5. Payment

• We accept Visa, Mastercard, American Express, PayPal, Stripe and international wire transfer. Your quote and invoice state the accepted methods and the currency.
• Approved business accounts can order on credit with a purchase order. Credit accounts are subject to a credit check.
• Unless agreed otherwise, payment is due before shipping. Approved credit accounts pay net 30 days from the invoice date.
• Overdue amounts on credit accounts may carry interest at 1.5% per month (18% per year), and we may pause shipments until they are paid.

6. Delivery, risk and inspection

• The delivery term (for example DAP, an Incoterms® 2020 rule) is stated in your quote; the default is described on our shipping page. Delivery dates are estimates.
• Risk of loss passes to you on delivery under that term.
• Check each delivery on arrival. Report visible damage, missing items or the wrong part within 5 business days of delivery. Faults found later are handled under the warranty.

7. Ownership

Ownership of the goods passes to you when we receive full payment. Until then you hold the goods on our behalf, and you grant us a security interest in them for the unpaid price, which we may register under the Ontario Personal Property Security Act or similar laws.

8. Condition, specifications and compatibility

• Each part is sold in the condition stated in your quote: new, refurbished or used. Refurbished and used parts may show cosmetic wear.
• Specifications and part numbers are given in good faith from manufacturer and supplier data. Photos may show a typical unit.
• You are responsible for confirming that a part suits your system, firmware level and configuration. We are happy to check before you order if you tell us your system model.

9. Software, licenses and firmware

Hardware is sold without software licenses, support contracts or manufacturer entitlements unless your quote lists them. Feature licenses tied to a previous owner may not transfer. Firmware is supplied as installed on the part.

10. Data on used parts

Used and refurbished storage parts are supplied without your data or any previous owner's data that we know of. Drives you return to us must be wiped by you first; we are not responsible for data on returned parts.

11. Warranty and returns

Our warranty and returns pages form part of these terms. The warranty stated there and in your quote is the only warranty we give. To the extent the law allows, all other warranties and conditions, express or implied, including those under the Ontario Sale of Goods Act and of merchantability or fitness for a particular purpose, are excluded.

12. Export control

Products may be subject to Canadian, U.S. and other export controls and sanctions. You agree to follow those laws, not to export, re-export or transfer products in breach of them, and to give us accurate end-user and end-use information when asked. See export compliance.

13. Limitation of liability

To the extent the law allows:

• our total liability for any claim relating to an order is limited to the price you paid for the products in that order;
• we are not liable for indirect, incidental or consequential loss, including lost profit, revenue, business, data or downtime, even if we were told such loss was possible.

Nothing in these terms limits liability for fraud, or any liability that cannot be limited by law.

14. Your responsibilities

You will indemnify us against claims, fines and costs caused by your breach of the export-control section or by your misuse of the products.

15. Events outside our control

We are not responsible for delays or failures caused by events beyond our reasonable control, such as supplier shortages, carrier or customs delays, strikes, natural disasters, pandemics, war or government action. If such an event lasts more than 30 days, either of us may cancel the affected lines, and we refund any amount paid for them.

16. Governing law

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts of Ontario have jurisdiction over any dispute.

17. General

• These terms and your quote are the entire agreement for an order.
• If any part of these terms is unenforceable, the rest stays in force.
• You may not assign an order without our written consent.
• Notices by email to the addresses used for the order are valid.
• The parties have requested that these terms be drawn up in English. Les parties ont exigé que ces conditions soient rédigées en anglais.
• We may update these terms. The version in force on the date of your quote applies to that order.