Terms and Conditions
These Terms and Conditions are the terms and conditions upon which Noble Reign Solutions makes all sales of computer hardware and installation services with the Buyer. Noble Reign Solutions will not accept any different or additional terms and conditions of sale unless the Buyer and Noble Reign Solutions have agreed to amend the Terms and Conditions in agreement with both parties. Acceptance of all purchase orders is expressly made conditional upon Buyers' acknowledgement, express or implied, to the Terms and Conditions set forth herein without modification or addition.

1. ACCEPTANCE
Buyer's acceptance of these Terms and Conditions shall be indicated by any of the following, whichever occurs first:
a) Buyer's written acknowledgement hereof.
b) Buyer's acceptance of all or any part of the shipment or items specified for delivery.
c) Buyer's written acknowledgement of Noble Reign Solutions sales quotation.
d) Any other expression of acceptance by Buyer.
Noble Reign Solutions acceptance is expressly limited to these Terms and Conditions, in their entirety, without addition, exception or modification.

2. PAYMENT
a) Payment may be made in any of the following formats, cash or cheque or pay pal. All payments shall be made in Canadian dollars.
b) If Buyer defaults in any payment obligation hereunder, buyer agrees to pay all costs of collection including but not limited to reasonable attorneys’ fees and court costs.
c) All cheques returned for any reason must be repaid either by certified cheque or cash and must include $40.00 NSF bank fees.
d) The installed hardware if purchased by Noble Reign Solutions will remain the property of Noble Reign solutions until payment is received in full. Noble Reign Solutions reserves the right to remove the equipment if payment is not forth coming.

3. PRICING AND SALES QUOTATION
a) All prices are exclusive of GST, delivery, preparation and installation charges, unless specifically noted.
b) Prices on sales quotations remain in effect for ten (10) days from the date of quote.

4. ORDERS
a) All orders are subject to acceptance by Noble Reign Solutions.
b) Orders cancelled prior to shipping will be subject to restocking, freight and preparation charges if applicable.

5. DELIVERY
a) Noble Reign Solutions will make reasonable efforts to meet Buyer's delivery requirements. If Noble Reign Solutions is unable to meet Buyer's delivery requirements, alternative arrangements may be agreed upon.
b) Noble Reign Solutions shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, but not limited to, fire, flood, interruption in utility service, acts of God, governmental interference or embargoes, strikes, labour difficulties, shortage of labour, fuel, power, materials or supplies, transportation delays, or delays in deliveries by seller’s vendors.

6. RETURNS AND EXCHANGES
a) Defective Products will be exchanged by Noble Reign Solutions, if returned within seven (7) days from receipt by Buyer and accompanied by the original box, packaging, manuals and accessories. Defective Products will be replaced with the same or like model at no additional charge. After seven days, all remedies shall be governed by manufacturers’ warranty policies.
b) All returns shall be refunded if made within seven days from Buyer’s receipt of the goods. Some restrictions may apply. Credits not used within one (1) year from the date of return shall be deemed forfeited by the Buyer.

7. DISPUTES
a) The parties agree to first try to resolve any dispute arising out of this Agreement informally with the assistance of a mutually agreed upon mediator. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit their dispute to arbitration in accordance with the Commercial Arbitration Rules of the Canadian Commission. Each Party shall be responsible for their own costs and expenses, including attorneys’ fees, incurred in connection with the mediation and/or arbitration proceedings.
b) The validity, construction, and performance of these Terms and Conditions of Sale shall be governed by and construed in accordance to the laws of Ontario, without giving effort to its conflict of law provisions.

8. MANUFACTURERS' WARRANTIES
a) All new Products are sold with the Manufacturers' limited warranties. The warranty period and service varies by Manufacturer and Product. Noble Reign Solutions does not warrant workmanship, performance or compatibility of the Products.
b) This limited warranty does not cover damage caused by failure to adhere to Manufacturers' instructions and/or use by unqualified persons. See Manufacturers' instructions and precautions prior to use.

9. INSTALLATION & SUPPORT
a) Ongoing or future installation, hardware and/or software services shall be purchased from Noble Reign Solutions under a separate agreement.
b) Unless specifically agreed upon between Noble Reign Solutions and Buyer, Noble Reign Solutions is not responsible for the installation of any network and electrical cabling and connectors required for operation and installation of the hardware and software.
c) Buyer acknowledges its responsibility to provide protection against interruption of Hardware or Software operation or damage to hardware, software or data related to or caused by electrical power fluctuations, power failures or static electricity.
d) Buyer has the sole responsibility for making, storing and security of back-up and archived copies of data and software.
e) Buyer accepts responsibility for the proper maintenance, use and operation of the hardware and software and for compliance with all applicable laws and regulations in the jurisdiction where the hardware and software are used.

10. SEVERABILITY
In the event that any provision of this Agreement is found to be unenforceable, void, or invalid, or to be unreasonable in scope, such provision shall be modified to the extent necessary to make it enforceable, and as so modified, this Agreement shall remain in full force and effect. Failure to exercise any rights contained in this Agreement shall not be construed as a waiver of such rights or of any default hereunder. The payment terms of this Agreement shall be independent and unconditional so that such timely payment shall not be subject to any counterclaim.

11. LIMITATION OF LIABILITY AND REMEDIES
NEITHER Noble Reign Solutions NOR ITS REPRESENTATIVES SHALL BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR FAILURE TO REALIZE SAVINGS) OR LIKE DAMAGES, REGARDLESS OF THE LEGAL FORM OR BASIS FOR SUCH DAMAGES, WHETHER BASED ON TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, RELATED DIRECTLY OR INDIRECTLY TO THE OPERATION OR USE (OR THE INABILITY TO USE) THE PRODUCTS, EVEN IF THE INVISIBLE LAN OR SUCH REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LIABILITY EVER EXCEED THE TOTAL PRICE PAID BY BUYER HEREUNDER. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIONS OF WARRANTY AND DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.
BUYER SHALL INDEMNIFY, DEFEND AND HOLD Noble Reign Solutions HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, COSTS, JUDGMENTS, SETTLEMENTS AND LIABILITIES, INCLUDING CLAIMS OF THIRD PARTIES, REGARDLESS OF FORM OR LEGAL BASIS WHETHER BASED ON TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH THE PRODUCTS, INCLUDING THE MAINTENANCE, USE OR OPERATION THEREOF.
Noble Reign Solutions SHALL NOT BE HELD LIABLE FOR THE ACTS OF THIRD PARTIES NOT ASSOCIATED WITH OR EMPLOYED BY Noble Reign Solutions.

12. MISCELLANEOUS
Noble Reign Solutions reserves the right to change prices, terms, specifications and warranties without notice.

13. MODIFICATIONS
No attempted addition to, deletion from, or modification of any of the provisions of these Terms and Conditions of Sale shall be binding on either party unless it is in writing and signed by an authorized representative of both parties. Noble Reign Solutions failure to object to any term or condition contained in any communication from Buyer shall not be deemed a waiver of any provision herein. Any waiver by either party of any provision of these Terms and Conditions of Sale shall not be deemed to be a waiver of any other provision, or a continuing waiver, but shall apply solely to the instance to which the waiver is directed.

14. TERM
This Agreement shall exist for an initial term of 1 year.

15. ENTIRE AGREEMENT
These Terms and Conditions of Sale set forth all the agreements, warranties, understandings, conditions, covenants and representations made between Buyer and Noble Reign Solutions with respect to the sale of the Products. Neither Buyer nor Noble Reign Solutions shall be liable for any agreement, warranty, understanding, condition, covenant, or representation regarding the sale of the Products that is not expressly set forth herein. Any term, condition or proposal hereafter submitted by Buyer (whether oral or in writing), which is inconsistent with or in addition to these Terms and Conditions, is objected to and is hereby rejected by Noble Reign Solutions. Noble Reign Solutions silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be Noble Reign Solutions acceptance or approval thereof.

Approved by Client:
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Signature:
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Printed Name:
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Date:

Approved by Noble Reign Solutions:
_____________________________________________
Signature:
_____________________________________________
Printed Name:
____________________________________________
Date:

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