Terms and Conditions

I- TERMS AND CONDITIONS OF USE
Use of this Website is subject to the following terms and conditions (“Terms”). MOTION MICRO SOLUTIONS may revise these Terms from time to time by updating this posting, with the revised Terms taking effect for all Users as of the date stated on the posting. Consequently, Users should consult the Terms regularly.

PRIVACY
Please review our Privacy Policy, which also governs your visit to the Site, so that you may understand our privacy practices.
We strongly encourage you to read these Terms and Conditions carefully before using the Website. Users expressly acknowledge that they are aware of these Terms and have had access to the same upon entering the Website. Consequently, by using the Website, Users signify their assent and agreement to these Terms.

PURCHASE RELATED POLICIES
The products and services available on the Site are for personal use only. You may not sell or resell any of the products or services you purchased or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any orders that we believe, in our sole discretion, may result in the violation of our Terms and Conditions. View additional policies related to orders placed through this Site (e.g. order processing, shipping and handling, returns and exchanges).

ACCURACY OF INFORMATION

We attempt to be as accurate as possible when describing our products on the Site however, to the extent permitted by applicable law, we do not warrant that the product descriptions, colors or other content available on the Site are accurate, complete, reliable, current, or error-free.

INTELLECTUAL PROPERTY
All content available on the Site, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations and software, and the compilation thereof (collectively, the “Content”) is the property of MOTION MICRO SOLUTIONS, our affiliates, partners or licensors, and is protected by Canada and international copyright laws.

The trademarks, logos, and service marks displayed on the Site (collectively, the “Trademarks”) are the registered and unregistered marks of MOTION MICRO SOLUTIONS, our affiliates, partners or licensors, in the United States and other countries, and are protected by United States and international trademark laws. Except as set forth in the limited licenses in Section 5 below, or as required under applicable law, neither the Content or Trademarks nor any portion of the Site may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our prior written consent

USE OF MATERIAL ON THE WEBSITE

MOTION MICRO SOLUTIONS has created this Website to provide information about its company and products for Users’ personal use. Users may download computer copy or print copy of the material on this Website for their own non-commercial, educational, private or domestic use only, provided that proprietary notices, in particular intellectual property notices such as copyright, trademark are preserved intact and are neither modified, deleted nor changed. Unless otherwise stated, Users should assume that everything they see or read on the Website (such as images, photographs, including any person represented in the photographs, illustrations, icons, texts, video clips, written and other materials) (“MOTION MICRO SOLUTIONS‘s Material”) is protected by legislation such as copyright, designs and trademark legislation in accordance with international treaty provisions and national laws worldwide.

Users are not authorized to sell, reproduce, distribute, modify, display, publicly perform, or report any part of MOTION MICRO SOLUTIONS’s Materials or prepare derivative or second hand works based on MOTION MICRO SOLUTIONS Materials in any way for any public or commercial purpose. Furthermore, MOTION MICRO SOLUTIONS‘s Material either in whole or in part may not be displayed or communicated on any other Website, in blogs, on mobile phones or more generally in a networked computer environment or other digital support for any purpose whatsoever. In the event of breach of any of these Terms, Users’ permission to use MOTION MICRO SOLUTION‘s Material will automatically terminate and any copies made of MOTION MICRO SOLUTION‘s Material must be immediately destroyed.

Any unauthorized use of MOTION MICRO SOLUTION‘s Material may infringe copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

USERS’S SUBMISSIONS

Any unsolicited communication or material Users transmit to MOTION MICRO SOLUTIONS via the Website or by electronic mail or otherwise, excluding personally identifiable data about themselves, including, but not limited to, any data, questions or answers, comments, suggestions, or the like will be treated as non-confidential and non-proprietary by MOTION MICRO SOLUTIONS. By sending communications to MOTION MICRO SOLUTIONS, Users automatically grant MOTION MICRO SOLUTIONS a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such communication(s) alone, or as a part of other works in any form, media, or technology whether now known of hereafter developed and to sublicense such rights to anyone.

MOTION MICRO SOLUTIONS and its affiliated companies may use anything Users transmit for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast and posting, or developing, manufacturing and marketing products using such information.

Submission in any form – media, or technology, whether now known or hereafter developed, alone or as part of other works is also acknowledged that they may not be returned and we may use your Submission, and any ideas, concepts or know how contained therein, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products. 
If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Submission.

Furthermore, MOTION MICRO SOLUTIONS enjoys a long lasting reputation for both the design and manufacture of high quality jewellery, watches and other luxury products. To this end, it possesses its own sources of creativity, in particular highly skilled teams of designers who conceive and perfect MOTION MICRO SOLUTIONS’s creations. As a result, MOTION MICRO SOLUTIONS cannot accept being the receiver of unsolicited proposals of collaboration.

LIMITED LICENCES

We grant you a limited, revocable, and non-exclusive license to access and make personal use of the Site. This limited license does not include the right to: (i) frame or utilize framing techniques to enclose the Site or any portion thereof; (ii) modify or download the Site or Content (except caching or as necessary to view the Site); (iii) make any use of the Site or Content other than personal use; (iv) create any derivative work based upon either the Site or Content; (v) collect account information for the benefit of yourself or another party; (vi) use any meta tags or any other “hidden text” utilizing our name or the Trademarks or to otherwise use the Trademarks; or (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure. 
We also grant you a limited, revocable, and nonexclusive license to create a hyperlink to the home page of the Site for personal, non-commercial use only.

A Web site that links to the Site (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing such Web site or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content that is lawful and appropriate for all ages; (v) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; (vi) may not use any Trademark; and (vii) may not link to any page of the Site other than the home page. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link. 
Any unauthorized use by you of the Site terminates the limited licenses set forth in this Section 5 without prejudice to any other remedy provided by applicable law or these Terms and Conditions.

USER’S OBLIGATIONS AND RESPONSIBILITIES
In the access or use of the Site, you shall comply with these Terms and Conditions and the special warnings or instructions for access or use posted on the Site. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Site or any Content or services that may appear on this Site and may not impair in any way the integrity or operation of the Site. Without limiting the generality of any other provision of these Terms and Conditions, if you default negligently or willfully in any of the obligations set forth in these Terms and Conditions (including our Privacy Policy), you shall be liable for all the losses and damages that this may cause to MOTION MICRO SOLUTIONS, our affiliates, partners or licensors.

YOUR ACCOUNT
You may choose to register at our Site. If you do, you will have an Email address/username and password for your account. In the event that You register and/or purchase product through this Site, You agree to provide true, accurate, current and complete information about Yourself as prompted by the registration form. If You provide any information that is untrue, inaccurate, not current or incomplete, or MOTION MICRO SOLUTIONS suspects, for any reason, that such information is untrue, inaccurate, not current or incomplete, MOTION MICRO SOLUTIONS, in its sole discretion, has the right to suspend or terminate Your account and refuse any and all current or future use of the Site by You. You will create a password and account designation upon completing the registration process.

You are responsible for maintaining the confidentiality of your account, username and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account, username and/or password. You agree to provide only accurate, truthful information. 
We reserve the right to refuse service and/or terminate accounts without prior notice if you violate these Terms and Conditions or if we decide, in our sole discretion, that it would be in MOTION MICRO 

Privacy and Security

‘s best interests to do so.

THIRD PARTY LINKS
We are not responsible for the content of any off-Web site pages or any other Web sites linked to or from the Site, including, without limitation, www.MOTION MICRO.com. Links appearing on the Site are for convenience only and are not an endorsement by us, our affiliates or our partners of the referenced content, product, service, or supplier. Your linking to or from any off-Web site pages or other Web sites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Web site pages or any other Web sites linked to or from the Site, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and Web sites, including, without limitation, their privacy policies and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-Web site pages and other Web sites that you visit

LIMITATION OF LIABILITY

Under no circumstances whatsoever shall MOTION MICRO SOLUTIONS be liable for any loss arising out of or in connection with the use of information available from this Website whether direct or indirect including, without limitation, any liability relating to any loss of use, interruption of business, lost profits or lost data, or incidental, special or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if MOTION MICRO SOLUTIONS has been advised of the possibility of such damages. Because some states and countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not be operable.
GENERAL PROVISIONS
Unless otherwise specified, the information and materials in the site are presented solely for the purpose of promoting the products and services of MOTION MICRO SOLUTIONS.
You acknowledge and agree that these Terms and Conditions, which include our Privacy Policy, constitute the complete and exclusive agreement between us concerning your use of the Site, and supersede and govern all prior proposals, agreements, or other communications.
We reserve the right, in our sole discretion, to change these Terms and Conditions at any time by posting the changes on the Site. Any changes are effective immediately upon posting to the Site. Your continued use of the Site constitutes your agreement to all such terms and conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site.

Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable arbitral award or court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.

II – TERMS AND CONDITIONS OF SALE

The Terms and Conditions of Sale set forth herein, including the terms on the reverse side hereof, constitute the full and final expression of thecontract for products or services as described in the written or oral quotation between Motion Micro Solutions Inc. (hereinafter “MMS”) and the Purchaser, and supersede all prior quotations, purchase orders, correspondence or communications whether written or oral between MMS and Purchaser. Notwithstanding any contrary language in the Purchaser’s purchase order or other acceptance, Purchaser shall be bound by these Terms and Conditions of Sale at such time as it remits its purchase order to MMS. ACCEPTANCE OF THE CONTRACT IS EXPRESSLY LIMITED TO ACCEPTANCE OF THE TERMS AND CONDITIONS OF SALE STATED HEREIN AND ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY PURCHASER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY MMS. No contract shall exist except as herein provided. No statement, representation or warranty not contained herein shall be binding on MMS unless made in writing by an officer of MMS. Prior dealings, usage of the trade or a course or performance shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection.

1. Orders.

1.1. All orders for the purchase of products or services received are subject to acceptance by an authorized representative of MMS. All orders must be firm commitments giving either complete item description (product numbers where applicable), or customer part numbers, and include prices, quantity, and shipping instructions. Typographical and clerical errors in quotations, orders,and acknowledgements are subject to correction.

2. Prices.

All prices are subject to change without notice. Written quotations expire thirty (30) calendar days from the date of quotation unless withdrawn sooner. Verbal quotations expire within twenty-four (24) hours after they are made. All prices are quoted exclusive of all delivery charges, federal, provincial, state or local sales, excise, use or similar taxes, cost of insurance, and cost of special packaging requested by Purchaser. Any such charges which MMS prepays will be payable by the Purchaser as set forth in the invoice for the products. MMS assumes no liability for import duties or other taxes imposed by any foreign country.

3. Credit.

Purchasers not having established credit ratings with MMS should send satisfactory credit information with first order or remit a certified cheque or bank draft or accept C.O.D. shipment to avoid delay in filling orders. MMS reserves the right at any time to seek updated credit information and to cancel credit terms and ship C.O.D. when credit information or payment performance are, in MMS’s sole judgment, insufficient to extend credit. Letters of Credit must be irrevocable and confirmed by a Canadian bank acceptable to MMS.

4. Terms of Payment.

Terms of payment to a Purchaser of satisfactory credit worthiness are as follows:

4.1. An invoice will be submitted by mail to Purchaser when the product ships.

4.2. Invoice amount is due 30 days after the date of invoice.

4.3. An Invoice will be submitted and is payable as referenced in4.2 above for each partial shipment.

4.4. MMS reserves the right at any time to require full or partial payment before proceeding with a contract of sale if, in its sole and absolute discretion, the financial condition of Purchaser shall not justify the terms of payment specified.

4.5. If Purchaser defaults when payment is due, then the whole contract price shall become due and payable upon demand, or MMS, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract.

4.6. Charges for samples are payable net 30 days after samples are delivered.

4.7. Any other terms of payment shall be as specified by MMS at time of quotation.

5. Security Interest.

MMS retains title in each of the products sold to Purchaser and all replacements, products and proceeds thereof to secure payment of the Purchaser’s obligations. This title will be retained until the Purchaser’s obligations are paid in full. The Purchaser agrees MMS will have the right to file financing statements or other documentation pursuant to applicable law to secure evidence or perfect MMS’ title in the products. At MMS’ request the Purchaser will join with MMS in executing this documentation.The Purchaser also agrees that MMS will have the right to invoice the Purchaser and the Purchaser will pay all fees, taxes and assessments associated with the filing of the financing documentation.

6. Shipment and Risk of Loss.

All shipments are f.o.b. point of shipment unless otherwise stated. Risk of loss or damage to the product shall pass to Purchaser at the point of shipment.

7. Packaging.

MMS’s price includes the cost of standard packaging for shipment in the United States or in Canada. Additional charges may be imposed for special domestic or overseas packaging or special marking performed at purchaser’s request and agreed to by MMS. The cost of such items are determinable only upon completion, and will appear as a separate item on MMS’s invoice.

8. Transportation.

8.1. MMS transports its products by United Parcel Service, Federal Express, or similar common carrier. Transportation charges are payable by Purchaser. In absence of direction by Purchaser before date of shipment, MMS will select the method of shipment. If Purchaser prefers a certain method or forwarding agent to handle the shipments, complete instructions must be given to MMS before delivery. If MMS prepays costs, related to shipment, said costs will appear as an item on invoice to Purchaser.

8.2. All claims for loss, breakage and damage (obvious or concealed) should be made to carriers, but MMS will render Purchaser reasonable assistance in securing satisfactory adjustment of such claims.

8.3. Claims for shortage or other errors must be made in writing to MMS within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser.

9. Delivery.

All stipulated delivery or shipment dates given by MMS are estimates only. MMS reserves the right to make deliveries in installments and the contract shall be severable as to any such installments. Delay in delivery or other default of any installment shall not relieve Purchaser of its obligation to accept and pay for remaining deliveries. IN NO EVENT SHALL MMS BE LIABLE FOR INCREASED MANUFACTURING COSTS, LOSS OF PROFITS OR GOODWILL, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES BY REASON OF DELAY IN SHIPMENT OR NON SHIPMENT.

10. Government Contract Conditions.

If the products or services hereunder relate to a contract with the Government of Canada, clauses appearing or referred to therein, which are intended to be binding on MMS, shall be subject to MMS’s review and prior written consent.

11. Confidentiality.

Purchaser agrees that the prices, terms, and conditions of this Agreement hereto are confidential information.PURCHASER will not disclose this confidential information to persons not a party to this Agreement without the express written permission of MMS.

12. Limitation of Liability

12.1. Purchaser is solely responsible for selecting products for purchase under this Agreement and determining the fitness of such products for Purchaser’s needs. Furthermore, Purchaser assumes full responsibility for the overall effectiveness and efficiency of the operating environment in which the products are to function.

12.2. MMS shall not be liable for a delay in performing its obligations under this Agreement if such delay is caused by anything beyond MMS’ reasonable control, including, but not limited to, strike, riot, war, government regulations, flood, product shortage,unavailability of transportation, or any other unforeseeable or unavoidable event.

13. Waiver.

The failure of MMS to insist, in any one or more instances, upon the performance of any of the terms or conditions of this contract or the failure of MMS to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such term, condition, or right thereunder and shall not affect MMS’s right to insist on strict performance and compliance with regard to any unexecuted portions of this contract or future performance of these terms and conditions.

14. General Terms and Governing Law.

14.1. If any of the provisions or portions of these Terms and Conditions of Sale are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.

14.2. Purchaser acknowledges that he has read and understands these Terms and Conditions of Sale and agrees to be bound by them and, further, agrees that they are the complete and exclusive statement of the agreement between the parties and supersede all proposals, oral or written and all other communications between the parties relating to the subject matter hereof.

14.3. Any contract of sale between MMS and Purchaser shall be governed by and construed according to the laws of the Province of Ontario, Canada.

14.4. The parties hereto have required that these Terms and Conditions of Sale as well as any notice, document or proceedings relating hereto be written in English. Les parties aux présentes ont exigé que les termes et conditions de vente ainsi que tout autreavis, document ou procédure s’y rapportant soit rédigé en anglais.