MDL Communications Inc.
Sales Terms & Conditions

1. Acceptance of Terms

1. Acceptance of Terms

By issuing a purchase order, accepting a quotation, or receiving goods from MDL Communications Inc. (“Seller”), Buyer confirms agreement to these Terms & Conditions unless superseded by a written agreement signed by both parties.

Any conflicting or additional terms in Buyer’s purchase order will not apply unless expressly accepted in writing by Seller.

2. Shipment and Delivery

All shipments are EX WORKS point of origin, with title and risk of loss transferring to Buyer upon shipment. Estimated delivery dates are not guaranteed. MDL is not liable for delays beyond its reasonable control, including but not limited to natural disasters, supply chain disruptions, or transport failures.

3. Inspection and Returns

Buyer must inspect all shipments within 15 days of receipt and notify MDL Communications of any issues. Approved returns require a Returned Material Authorization (RMA) and must be shipped prepaid in original packaging. MDL will cover return shipping only if the return is due to confirmed product defects.

4. Payment Terms

• Invoices are payable within 30 days from product receipt unless otherwise agreed in writing.
• Applicable taxes (GST/HST) will be added to the invoice and are the Buyer’s responsibility.
• MDL reserves the right to charge interest on overdue invoices at a rate of 1.5% per month (18% per annum).
• Payment via bank transfer, EFT, or cheque is preferred. If paying by credit card, a 2.99% processing fee will apply to cover transaction costs. This fee is calculated based on the subtotal amount before taxes. By proceeding with credit card payment, you agree to this surcharge.
  
  We disclose this fee upfront, in compliance with Canadian surcharge regulations, and it does not exceed the actual cost incurred for processing your transaction.

5. Warranties

• Hardware Warranty: 1 year from shipment for defects in material and workmanship, unless the manufacturer’s warranty period is longer, in which case the manufacturer’s longer warranty applies.
• Software Warranty: 90 days from shipment for MDL-developed software performance issues.
• Third-party equipment warranties are passed through where applicable.
• Warranty claims require return of goods to MDL at Buyer's expense, unless defect is confirmed.

6. Software License

Software provided is licensed, not sold. Buyer is granted a non-transferable, nonexclusive license for internal use only. Reverse engineering or redistribution is strictly prohibited.

7. Limitation of Liability

MDL Communications Inc. is not liable for indirect, incidental, or consequential damages. Total liability for any claim shall not exceed the purchase price of the specific products giving rise to the claim.

8. Force Majeure

MDL is not liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, strikes, governmental actions, or supplier failures.

9. Governing Law and Jurisdiction

This Agreement is governed by the laws of Ontario, Canada. Any disputes will be resolved exclusively in the courts of Ontario.

10. Modification of Terms

MDL Communications reserves the right to update these Terms & Conditions at any time by posting revisions at www.mdlcommunications.com/terms. Continued purchases constitute acceptance of the updated terms.

11. Tariffs, Duties, and Import Taxes

All tariffs, duties, import taxes, customs charges, and similar governmental fees applicable to the sale, delivery, or import of products are the sole responsibility of Buyer. If any new or increased tariffs, duties, or governmental charges are imposed after the date of order acceptance, MDL Communications Inc. reserves the right to adjust invoiced amounts to reflect such increases. Buyer agrees to pay any such additional amounts upon receipt of invoice.