Terms and Conditions of Site Use

PLEASE READ ALL THESE PROVISIONS ("TERMS") CAREFULLY BEFORE USING THIS SITE. USING THIS WEBSITE INDICATES YOUR AGREEMENT AND ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEBSITE OR DOWNLOAD MATERIALS FROM THIS SITE.

The Site and its Use

The Controlled Environments Limited (hereafter "Conviron") website is owned and provided by Conviron from its offices in Winnipeg, Manitoba, Canada. The Site is provided for your personal information. Please feel free to browse the Site, however your access to and use of the Site is subject to these Terms and Conditions of Use and all applicable laws.

All of the information on this web site is presented in good faith and believed to be correct. However, Conviron assumes no responsibility regarding the accuracy of the information that is provided, and use of such information is at the recipient's own risk. This Site (including all content and functions made available on or access through this Site) is provided "as is". To the fullest extent permissible by law, with regard to the content on this Site, Conviron makes no representations or warranties of any kind whatsoever (1) for the accuracy, merchantability, fitness for a particular purpose, or non-infringement of any content (including technical specifications) published on or available through the Site; (2) that the server that makes this Site available is free of viruses or other components that may infect, harm, or cause damage to your computer equipment or any other property when you access, browse, download from, or otherwise use the Site.

Further, information Conviron publishes on the Site may contain references or cross-references to Conviron products, programs and services that are not announced or available in your country. Such references do not imply that Conviron intends to announce such products, programs or services in your country. Consult your local Conviron representative or distributor for information regarding the products, programs and services which may be available to you.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CONVIRON'S NEGLIGENCE, SHALL CONVIRON BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO (A) THE USE OF; (B) THE INABILITY TO USE; OR (C) ERRORS OR OMISSION IN THE CONTENTS AND FUNCTIONS OF THIS SITE, EVEN IF CONVIRON OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CONVIRON'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED $100.

Your Right to Use the Site and its Contents

This Site is only for your personal use. You may not distribute, exchange, modify, sell, or transmit anything you copy from this Site, including but not limited to any text, images, audio, and video, for any business, commercial, or public purpose. As long as you comply with the Terms of these Terms and Conditions of Use, Conviron grants you a non-exclusive, non-transferable, limited right to enter, display and use this Site. You agree not to interrupt or attempt to interrupt the operation of this Site in any way.

Ownership/Trademarks

All materials on this Site, including but not limited to audio, images, software, text and video clips (the "Content"), are protected by copyright laws. You cannot use the Content, except as specified herein. You agree to follow all instructions on this Site limiting the way you may use the Content. There are a number of proprietary logos, service marks and trademarks found on this Site. By making them available on this Site, Conviron is not granting you any license to utilize those proprietary logos, service marks, or trademarks. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.

Conviron and Aurora are trademarks of Controlled Environments Limited. Throughout this Site, references may be made to other trademarks. In such cases, those trademarks and service marks are the property of their respective owners.

Transmitted Material

Internet transmissions are never completely private or secure. You understand that any message or information you send to this Site may be read or intercepted by others, unless there is a special notice that a particular message (for example, credit card information) is encrypted (sent in code). Sending a message to Conviron does not cause Conviron to have any special responsibility to you.

Links

This Site may contain links to other Internet sites on the World Wide Web. Conviron provides such links for your convenience only, and is not responsible for the content of any site linked to or from this Site. Links from this Site to any other site do not mean that Conviron approves of, endorses, or recommends that site. Conviron disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any content on any other website.

Terms and Conditions of Sale

The Contract

(i) In these Terms and Conditions of Sales (hereafter "Conditions"), "Conviron" means Controlled Environments Limited, Controlled Environments Inc., Conviron Europe Ltd., or any of them. "Purchaser" means the company, firm, individual or other party with whom Conviron contracts.
(ii) The acceptance of any order or specification, and terms of payment relating to same, are subject to approval by Conviron's head office. All sales contracts shall be effective only when approved and acknowledged, in writing, by Conviron's head office. Changes to orders that have already been accepted by Conviron must also be confirmed in writing and accepted by Conviron, and where the changes result in an increase in the original cost, the additional costs shall be paid to Conviron by the Purchaser.
(iii) All contracts entered into between Conviron and the Purchaser shall always be subject to these Conditions unless a contrary term is agreed to in writing by an authorized signatory of Conviron. In the event that the Purchaser has not received a copy of these Conditions in relation to a specific order, these Conditions shall nevertheless apply to the contract provided the Purchaser had prior notice of them.
(iv) Any description contained in Conviron's catalogues, eBinders, price lists or other promotional material is intended to present a general description of Conviron's products only, and shall not form a representation of the contract. Specifications are subject to change without notice.
(v) All prices quoted are exclusive of taxes, freight and duties, unless specifically stated otherwise. Taxes, freight and duties are payable by the Purchaser.

Delivery and Completion

(i) Shipping dates are approximate and based on prompt receipt of all necessary information by Conviron. Shipping dates are provided in good faith, and Conviron shall make its best efforts to see that delivery is made within the time estimated, subject, however, to delays caused directly or indirectly by matters beyond its control, including but not limited to failure or delay in source of supply, acts of governmental authorities, transportation delays, acts of God, and accidents and disruptions such as fires, explosions, breakdowns of equipment and power shortages. In no event shall the failure to effect shipment in the time estimated give rise to damages. The failure to effect shipment in the time estimated will not be considered cause for cancellation of the order where the delay is the result of circumstances beyond Conviron's control, or unless the delay is excessive.
(ii) Conviron shall deliver the goods to the address provided by the Purchaser or his agent (hereafter the "Address").
(iii) Unless otherwise agreed to in writing, the risk in the goods that Conviron agrees to supply shall pass to the Purchaser as soon as delivery to the Address has been effected. Risk for the goods rests with the Purchaser during the installation and commissioning phase.

Payment Unless otherwise agreed to in writing by Conviron:

(i) The Purchaser shall make payment to Conviron in accordance with the payment terms as defined in the quote document or order acknowledgment.
(ii) If neither the quote nor the order acknowledgment speak to payment terms, and the matter of payment terms has not been agreed to otherwise in writing by Conviron, payment shall be made by the Purchaser to Conviron within thirty (30) days of delivery of the goods.
(iii) Conviron shall have the right of action against the Purchaser for the price of the goods whenever the price becomes payable, whether or not the goods have been received by the Purchaser. Title in the goods shall not pass to the Purchaser until such time as total payment has been received by Conviron.
(iv) In addition to any other rights of Conviron, interest is payable on all overdue accounts at the rate of 1.5% per month, or 18% per year.
(v) Where the Purchaser defaults under the contract or any contract with Conviron in respect of payment on the due date of any sum due to Conviron, Conviron, without liability, may postpone any further shipments or may cancel the contract or any other contract between Conviron and the Purchaser, including any warranty obligations, but without prejudice to any right which Conviron may have against the Purchaser in respect of the Purchaser's default.

Cancellation

Unless otherwise agreed to by Conviron, once accepted by Conviron orders shall not be subject to cancellation by the Purchaser, unless the Purchaser fully compensates Conviron for all costs incurred, either directly or indirectly, to the extent that they are recoverable at law, or unless cancellation of the order is the result of a circumstance enumerated above under the heading "Delivery and Completion".

Postponement

If, after goods have been ordered by the Purchaser, the Purchaser seeks a postponement of delivery of those goods, Conviron shall invoice, and the Purchaser shall pay to Conviron the price of the goods according to the original schedule and terms of payment, as if delivery had been effected at the time originally agreed to. Further, the Purchaser shall be responsible for any extra costs resulting from the handling and storage of the goods, including insurance premiums. Prices quoted do not include extra costs of handling, warehousing and insuring goods.

Installation and Testing

If requested by the Purchaser, and subject to the availability of personnel and equipment, accessibility to the site and the state of the site conditions, Conviron shall perform the installation and testing of the goods. The installation, commissioning and testing costs shall be quoted separately.

When Conviron is contracted to perform product installation, the Purchaser shall advise Conviron, in writing, of the date on which the site will be ready for the installation of the goods. In the event that the site is not in a condition such that the installation can be completed on the specified date, the Purchaser shall compensate Conviron for any direct or indirect costs incurred as a result of the delay, to the extent that they are recoverable at law.

Similarly, when Conviron is contracted to test equipment, the Purchaser shall advise Conviron, in writing, of the date on which the site and goods will be ready for testing. In the event that the site is not in a condition such that the testing can be completed on the specified date, the Purchaser shall compensate Conviron for any direct or indirect costs incurred as a result of the delay, to the extent that they are recoverable at law.

Proprietary Information

Any technical information furnished by Conviron to the Purchaser relating to or as a result of an order shall be considered confidential unless otherwise indicated by Conviron, in writing, or unless required to be disclosed by governmental authority. Where the Purchaser is a general contractor, such information may be disclosed to the ultimate owner and/or user(s). In any event, such information shall not be reproduced, used or disclosed to others without Conviron's prior written consent, and shall be returned to Conviron upon request. All controller software is the property of Conviron, and is licensed for use by the Purchaser. The Purchaser is prohibited from transferring software to a third party, or from using the software in other equipment for which the software has not been purchased, without the express written consent of Conviron.

Warranty and Liability

All warranties, guarantees and conditions in respect of the goods, other than those expressly stated in Conviron's standard warranty, are expressly excluded, including the implied warranties of merchantability and fitness for a particular purpose. Conviron (including its directors, officers, employees and agents) assumes no liability for indirect, incidental or consequential damages of any kind, including but not limited to lost profits, business interruption, or loss or damage arising out of the existence of any fungi or any spores, mycotoxins, odors, or any other substances, products or bi-products produced by, released by, or arising out of the current or past presence of fungi, mould or mildew. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the foregoing limitation or exclusion may not apply. In no event shall the liability of Conviron exceed the purchase price of the specific good giving rise to the alleged loss.

Construction and Severability

All Conditions in this document shall prevail over and supercede any contrary or inconsistent terms or conditions or other documents issued by the Purchaser, whether they have been communicated in the past or are communicated in the future. In the event that any provision of these Conditions is determined to be invalid or unenforceable, the remainder of the Conditions shall remain valid and enforceable to the maximum extent so as to achieve, as closely as possible, the original intentions.

Applicable Laws

The laws of the Province of Manitoba, in Canada, shall govern if any dispute arises hereunder, with the courts of the Province of Manitoba having exclusive jurisdiction.