Terms of Service

Please review these terms and conditions carefully as they are the terms and conditions of sale that apply corporate-wide and govern all sales and licenses of all products (“Product”) ordered and purchased at Kayden Instruments (“Kayden”) by way of telephone, email, fax, or letter and at www.kayden.com (the “Site”) and are not limited to our online business. By purchasing any product(s) and/or services from Kayden, or the Site, or by using the Site, You (“Customer”, “You”, “Your”) hereby agree to be bound by these Terms and Conditions of Sale (“Terms”). Your order and purchase of any product or service shall constitute binding acceptance of these Terms. Unless You have another valid agreement with Kayden or its suppliers which terms apply to the specific product (including software), services or support purchased or licensed from Kayden or the Site for a specific product or support, the following Terms (with any additional Kayden terms if so specified) will apply and govern all Kayden and Site sales and licenses of products and services ordered and/or purchased. If You do not agree to these Terms, You must not order or purchase any products or services from Kayden or the Site, and You must promptly return any products You may have ordered, and cease all use of the Site. These Terms and Conditions of Use (the “Terms of Use”) apply to the Kayden Web site located at www.kayden.com, and all associated sites linked to www.kayden.com by Kayden, and its affiliates, (collectively, the “Site”), and to all sales and licenses of all Product ordered and purchased at Telematic by way of telephone, email, fax, or letter and at the “Site” and are not limited to our online business. The Kayden brand is the property of Telematic Controls Inc., (“Telematic”) and its licensors.

If You are accepting these Terms on behalf of another person or a company or other legal entity, You represent and warrant that You have full authority to bind that person, company, or legal entity to these Terms.

These Terms shall apply in the absence of a written contract between You and Kayden signed by both parties, covering the sale of Kayden products, services and the support thereof. In no event shall any conflicting or additional terms set forth in Customer's purchase request or purchase order (or any other document provided by Customer) apply to Kaydens' sale of products to Customer. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties.

Kayden reserves the right, at its discretion, to change these Terms at any time. Any such changes will be effective upon posting to the Site. Please check these Terms for changes. Your continued use of the Site following the posting of changes to these Terms means You will have accepted those changes. Kayden reserves the right to make exceptions to these Terms.

Parties

These Terms represent the agreement (“Agreement”) that governs the ordering and purchase of products and services from Kayden and the Site by the Customer.

Product Descriptions

Kayden attempts to be as accurate as possible. However, Kayden does not warrant that product descriptions, specifications, literature, documentation, quotation, or other content of the Site is accurate, complete, reliable, current, or error-free. If a product offered by Kayden itself is not as described, Your sole remedy is to return it in unused condition.

Prices

The prices provided or displayed for products are a price estimate and may or may not represent the prevailing price in every area or for every entity on any particular day. Items in Your Shopping Cart will always reflect the most recent price displayed on the Site’s product’s detail page, except in instances where additional considerations apply. The price of the product in Your cart may differ from the price shown for the product at the time You placed it in your cart. Placing an item in your cart doesn't reserve the price shown at that time. It is also possible that an item's price may change between the time you place it in your cart and the time you purchase it.

Some discounts are limited-time offers. The discounts we may offer for any product are subject to change without notice. We may periodically offer reduced prices on products by displaying a lower price accompanied by the statement "Limited Time Only", "Special Offer", and/or "While Supplies Last", these price specials are for in-stock only products.

Prices for products can't be confirmed until you place your order. Prices are subject to change at any time prior to Kaydens' acceptance of Customer's order, unless stated otherwise in a written quotation. Pricing for increased quantities (“Volume Orders”) of product are for minimum order quantities and do not pertain to individual or low volume orders. Price protection or refunds are not provided in the event of a price reduction or promotional offering. Prices are FOB Calgary, AB, unless stated otherwise. Prices are exclusive of taxes, duties, brokerage, fees, levies, insurance, shipping, handling and insurance) unless otherwise quoted in writing. Prices are valid for the period quoted by Kayden or for the applicable purchase agreement ordering period, whichever expires first. Product prices for an order remain valid for ninety (90) days from the original order date unless otherwise quoted by Kayden. Change orders that extend Delivery beyond those validity periods become new orders at prices in effect when Kayden receives the change orders.

Despite our best efforts, a small number of the items in our catalog may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. In the event that a typographical error is made and a product is listed at an incorrect price, Kayden reserves the right to cancel these orders whether or not your card and/or account have been charged or your order confirmed. If your credit card/account has already been charged and your order is cancelled, Kayden shall issue a credit to your card for the full amount of the charge.

Taxes

Prices are exclusive of, and Customer shall pay, all taxes, if any, including but not limited to sales, state, provincial, local, use, value-added, excise, service and like taxes, duties, levies or fees, customs duties or other similar charges imposed on Kayden or on the Customer by any taxing authority (other than taxes imposed on Kaydens' income) related to Customer's order, unless Customer has provided Kayden with an appropriate resale or exemption certificate for the delivery location acceptable to the applicable taxing authorities. "Delivery Location" means the location where Kayden transfers title or possession of Products to Customer or its designate or the location where Service or Support is performed or, in the case of remote or intangible Support, where the Products being serviced are located. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use, or other applicable tax or fees or assessments is based on the location to which the order is shipped.

Withholding Tax

If Customer is required by law to withhold and remit tax relating to Customer's order, Customer shall:

  • Be entitled to reduce the payment by the amount of such tax;
  • Withhold and remit such tax to the applicable tax jurisdiction;
  • Assist Kayden to obtain the benefit of any reduced withholding tax under applicable tax treaties; and
  • Promptly furnish to Kayden a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities.

Customs, Duties and Import Taxes

Customer is responsible for assuring that the product can be lawfully imported to the destination country. When ordering from Kayden, the recipient is the importer of record and must comply with all laws and regulations of the destination country. Orders that are shipped outside of Canada may be subject to import taxes, customs duties and fees levied by the destination country.

The recipient of an international shipment may be subject to such import taxes, customs duties and fees, which are levied once a shipment reaches your country. Additional charges for customs clearance must be borne by the recipient; we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country; you should contact your local customs office for further information. When customs clearance procedures are required, it can cause delays beyond our original delivery estimates.

Quotations

If a written quote is issued by Kayden, the pricing is valid for thirty (30) days unless otherwise noted. Verbal quotes are price estimates only, prices for products can't be confirmed until you place your order.

All quotations and associated prices shall expire thirty (30) days from the date the quotation was issued, unless otherwise set forth in writing on the quotation.

All verbal and written quotations are independent of any additional costs, including, but not limited to, duties, brokerage, shipping, handling, insurance, fees and taxes.

Volume Orders

Customers may request a quote for volume orders (“Volume Orders”). If a written quotation is issued by Kayden, pricing is valid for 30 days unless otherwise noted. Quoted Volume Order prices are for minimum order quantities as stated.

Maintenance & Spare Parts

Maintenance service and spare parts are not included in the price of the Product unless agreed upon in writing by Kayden. Orders for parts are subject to a minimum billing charge.

Shipping Restrictions

Warranty issues and manufacturer restrictions prevent us from shipping certain products to all geographical locations. You will be notified while generating your order if we're unable to ship specific items to the address you've selected.

60-Day 100% Satisfaction Guarantee

Our products are guaranteed to provide 100% Satisfaction in every way. We want you to be completely satisfied with Kayden and the products you purchase from us. If you're not, please allow this Satisfaction Guarantee to give you peace of mind.

Should You, for any reason, be unsatisfied with any or all of the Standard Products you've recently purchased, You may return any or all of them (up to 25 units) for a full refund or credit (your choice), less any Special Charges.

For larger orders Kayden expects the Customer to first order an appropriate number to determine suitability, compatibility and satisfactory performance for the intended purpose and process. We prefer our Customers to put our Products ‘through their paces’ before committing to large scale orders - because we understand the more analysis a party performs upfront, the more satisfied they’ll be with the long term results. Of course, if You wish to forego the test and verification phase, and purchase a larger quantity of Products, Kaydens' applicable limited warranty will apply. Kayden reserves the right to limit the number of times the 60-Day 100% Satisfaction Guarantee is available to any given customer for any given period.

Standard Products

Standard Products are eligible for the 60-Day 100% Satisfaction Guarantee. If you purchased new Standard Products directly from Kayden, you may return them to the place of purchase up to 60 days from the date of invoice for a refund or credit (your choice) of the Standard Product purchase price provided the quantity of Products does not exceed twenty-five (25) units (restocking fees apply to only those quantities exceeding twenty-five units).

Restocking Fee Schedule

Number of Standard Products (Units) & Restocking Fee (%)
  1 - 25   :     0%
26 - 50   :   15%
51 - 99   :   35%
    100+  :   50%

Example:

A Customer returns an order for 100 Standard Products each having a purchase price of $100.00, the total restocking charge would be $2090.00 calculated as follows:

  UNITS
  1
- 25:     No restocking fee
26 - 50:     15% of each unit =      $360.
51 - 99:     35% of each unit =   $1,680.
     100:     50% of each unit =        $50.

Custom Products

Custom Products are exempt from participating in the 60-Day 100% Satisfaction Guarantee due to their unique nature.

Not Satisfied for Any Reason?
Simply return within 60 calendar days from the date of invoice!

Up to twenty-five (25) units of Standard Products of any type or combination per order.

Review our Return Policy and complete the Return Authorization Form to obtain a Return Materials Authorization (RMA) Number. Returns without this authorization may not be accepted. Some restrictions and limitations apply.

Exclusions

Returns that may not be accepted include Standard Products that have experienced anything contained in the 'Unacceptable for Return, Refund, Credit or Warranty' section located below.

Acceptance of Orders

All orders are subject to acceptance by Kayden. Kayden holds the right to accept, decline, refuse, or cancel an order for any reason. Customers’ receipt of an electronic confirmation does not signify Kaydens' acceptance of an order or confirmation of Kaydens' offer to sell. Terms of payment are at the discretion of Kayden. In the event of incorrect pricing or information due to typographical error, Kayden can refuse or cancel the order. In this case, a refund will be issued immediately.

Kayden accepts orders from around the world with pleasure. Availability of products, shipping rates and fees vary depending on the delivery address of your order. There may be limitations on where Kayden offers international delivery. Customers' orders may be subject to customs fees and import duties of the country to which you have your order shipped. These charges are always the recipient's responsibility.

For products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in destination country languages; the products (and accompanying materials) may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the products may not conform to destination country voltage and other electrical standards.

Customer is solely responsible for assuring that the product can be lawfully imported to the destination country. When ordering from Kayden, the recipient is the importer of record and must comply with all laws and regulations of the destination country.

“Order” means the accepted order including any supporting material which the parties identify as incorporated either by attachment or reference (“Supporting Material”). Supporting Material may include (as examples) product lists, product manuals, hardware or software specifications, data sheets and their supplements, published warranties, and may be available to Customer in hard copy or by accessing the Site. Kaydens' booking of an order shall constitute its acceptance of an order.

Deposit

Standard Products – Orders Over US$75,000

Orders of US$75,000 and greater require a deposit of 35% of the total order value prior to the commencement of procurement, assembly and/or manufacturing.

Custom, Non-Cancellable, Non-Returnable & Non-Refundable Products – Orders Over US$20,000

Orders of US$20,000 and greater require a deposit of 50% of the total order value prior to the commencement of procurement, assembly and/or manufacturing.

Placing an Order

Customer may place orders with Kayden through the Site, or by email, telephone, letter, or fax. Where appropriate, orders must specify a delivery date. If Customer extends the delivery date of an existing order beyond ninety (90) days from the date the order was first placed, then it will be considered a new order.

Purchase Orders

Purchase Order Numbers provide Kayden a query capability to retrieve data you may need; your Purchase Order Number is placed on your Invoices, Packing Slips, Bills of Lading, and other Reference Documents necessary within your companies operating procedures to process purchases and accept deliveries. Purchase Order Numbers are also critical as a reference point between your Accounts Payable System and Kaydens' Accounts Receivable System. Please note requisition numbers are not sufficient.

Bill To & Ship To Addresses

Indicating the Bill To and Ship To addresses ensures all correspondence (e.g. invoices as well as shipments) is routed appropriately to minimize delays. Ship To addresses are also required to ensure proper application of sales and use tax. Tax rates vary by location. Please note that Kayden cannot send merchandise to Post Office addresses.

Customer Contact

In the event that any questions arise, a Point of Contact and Telephone Number will be necessary to assist Kayden in promptly resolving any issues involved in processing your purchase.

Detailed Product Information

Full Item Descriptions, Quantity and Prices are crucial to ensure that Kayden accurately fulfills and invoices your purchase.

Delivery Date

Orders must specify a delivery date within ninety (90) days from the order date unless otherwise provided in writing and accepted by Kayden.

Extended Delivery Dates

Changes to orders that extend delivery dates beyond ninety (90) days from the order date shall be considered new orders at the prices in effect when Kayden receives the changed order.

Backorder Policy

Products not marked "In Stock" on the Site can still be ordered. In the event that an item ordered is out of stock, Kayden will notify Customer and provide updates as necessary. Availability of out-of-stock items is dependent upon the manufacturer.

Availability

If a product becomes unavailable following a transaction but prior to shipping, your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your product, your exclusive and sole remedy is either replacement or refund of the price paid, as determined by Kayden.

Custom, Non-Cancellable, Non-Returnable or Non-Refundable (NCNR) Products Defined

In instances where this list does not reflect items noted as Custom, NCNR or Non-Refundable in the Online Store at the Product detail level, the latter shall be considered authoritative; this list is for convenience.

Custom, Non-Cancellable, Non-Returnable & Non-Refundable Products are defined as having any attribute from one or more of the following sections:

  • Accessories

    • Adapters
    • Equipment Tags
    • Flanges - Any Class, Rating, Material & Type
    • Reducers
    • 'T''s
  • Cables & Connectors

    • Cables
    • Connectors
  • Discontinued Items & Savings Center Items

    • Discontinued Items
    • Savings Center Items
  • Documentation

    • Certificates
    • Data Books
    • Diagrams - Outline, Wiring, etc.
    • Drawings - any and all types
    • Manuals  (purchased separately)
    • Material Test Reports (MTR's)
    • Spare Parts Lists
  • Materials

    • Coatings - Paint, Epoxy Coatings
    • Gold
    • Hastelloy
    • Inconel
    • Monel
    • Tantalum
    • Titanium
  • Process Connections

    • Custom Insertion 'U' Lengths
    • Flanged Process Connections - Any Class, Rating, Material & Product
    • Retractable Packing Gland Assemblies
  • Spare Parts - Select Items Only

    • Gaskets
    • O-Rings
  • Specialized Products

    • Solar Cells, Solar Modules & Solar Panels

Special Charges

Please note refunds or credits do not apply to Special Charges as outlined below.

  • Special Charges Defined

    • Calibration
    • Customer Requested Special Agency Approvals
    • Dye Penetration Tests
    • Flow Curves
    • Oxygen Cleaning
    • Preset Switch Point
    • Set Points
    • Special Approvals
    • Special Equipment
    • Special Services
    • X-Rays
       
  • Shipping, Insurance, Duties & Fees

    • Crating
    • Insurance
    • Shipping, transportation
    • Duties, levies, fees 

Unacceptable for Return, Refund, Credit or Warranty

The following conditions exempt and render products unable to participate in returns, refunds, credits or warranties.

  • Contamination

    • Products having had exposure and maintaining potential danger of any hazardous, corrosive, radioactive, abrasive or otherwise potentially dangerous element and/or material - Not Returnable
    • Products having had exposure to extreme conditions involving fire or water
       
  • Missing Labels, Markings & Info.

    • Altered, defaced or removed serial number, warranty label/mark, date or product identification
       
  • Modified & Damaged Products

    • Altered, modified, defaced or damaged
    • Damage from improper and/or inadequate maintenance, calibration or repair
    • Misuse, misapplication, negligence, abuse and accidental
    • Use not in compliance with applicable Supporting Material
    • Non-functional due to contamination
    • Other causes beyond Kaydens' control
  • Packaging

    • Missing original packaging, documentation, or accessories (manual, CDs, cables, etc.)
  • Site Conditions

    • Electrical power issues
    • Improper site preparation, site and/or environmental conditions, or site suitability
  • Other Software, Hardware & Systems

    • Failure or functional limitations of any non-Kayden software, product or system impacting Kayden Products, support or services
  • Miscellaneous

    • Items purchased from other than Kayden
    • Promotional Certificates and Gift Cards
    • Final Sale / Clearance Center Items

Changes to an Order

All changes must occur before the order is processed by the Kayden Shipping Department or Kaydens' supplier's facility in instances of direct shipment.

Customer shall be responsible for all related work in progress; however, Kayden shall take responsible steps to mitigate costs immediately upon receipt of a written change notice.

Changes to orders shall not be binding upon nor be put into effect by Kayden unless confirmed in writing by Kaydens' appropriate representative. All changes affecting the equipment configuration or otherwise affecting the scope of the order are to be documented in writing for approval and authorization to incorporate such changes into the order. All changes authorized by Customer are binding only if accepted by Kayden, and may result in price, delivery, cancellation and/or condition changes. Pricing of changes shall be based on the then current prices.

Where Purchase Orders are issued for Products or Services, Order Changes require Purchase Order modifications or a letter from the buyer stating that the changes and related price changes are in process of being modified on the original Purchase Order. This ensures that your Company’s Accounts Payable Department is aware of these changes and should not hold up payments. Kayden appreciates your assistance by including these items on your Purchase Orders.

If an extension of delivery is required beyond the original schedule, escalation shall be as agreed.

Letter(s) of credit, if applicable, shall be extended and the values enhanced as necessary to reflect changes in price and payment arrangements.

Change fees may apply to:

  • Where special equipment or services are involved
  • Volume Orders comprised of Standard Products
  • Custom, Non-Cancellable, Non-Returnable and Non-Refundable Products
  • Special Charges

Cancellation Policy

Overview

Kaydens' Cancellation Policy accounts for the many different types of orders our Customers require. We have set forth the following guidelines to provide our Customers with the information before an order is placed. Once an order is placed but NOT shipped, the following cancellation fee(s) will apply. Once an order has been shipped please refer to Kaydens' 60-Day 100% Satisfaction Guarantee and the Return Policy.

Kayden provides for cancellations in the following circumstance:

Should Customer, for any reason, desire to cancel a current order (prior to shipping) he/she may do so at any time after order placement but before the order is processed by the Kayden Shipping Department or Kaydens' supplier's facility in instances of direct shipment.

Where Products exhibit Custom, Non-Cancellable, Non-Returnable, or Non-Refundable traits or associations, or where Special Charges, special equipment or services are involved, Customer shall be responsible for all related work in progress; however, Kayden shall take responsible steps to mitigate costs immediately upon receipt of a written cancellation notice from Customer. Once an order is placed with Kayden, we will commence procurement, manufacturing and assembly almost immediately, thereby incurring costs and allocating the required materials and resources to fulfill the new order. For larger orders Kayden expects the Customer to first order a small number to determine suitability, compatibility and satisfactory performance for the intended purpose and process.

Customers may cancel their Order online if the Order was created online, or by contacting Kayden during business hours for Orders entered through Kayden via telephone, email, fax, letter or the website.

Cancellation charges shall apply in accordance with these terms and conditions.

Order cancellations shall not be binding upon nor be put into effect by Kayden unless confirmed in writing by Kaydens' appropriate representative; cancellation of orders may be accompanied by cancellation fees.

Cancellation fees may apply to:

  • Where special equipment or services are involved
  • Quantity of Standard Products
  • Custom, Non-Cancellable, Non-Returnable, and Non-Refundable Products
  • Special Charges

Standard Products are eligible for cancellation just as Standard Products are covered by Kaydens' 60-Day 100% Satisfaction Guarantee

If you purchased new Standard Products directly from Kayden, you may cancel them prior to shipping for a refund or credit (your choice) of the Product purchase price provided the quantity of Standard Products does not exceed twenty-five units (restocking fees apply to only those quantities exceeding twenty-five units).

Standard Products Defined

Any Product that is NOT reflective of: Custom, Non-Cancellable, Non-Returnable or Non-Refundable Products.

Cancelling an Order or Partial Order of Standard Product

Cancellation fees for Standard Products are determined by the quantities and associated net unit prices shown on the order. The fees are applicable to the entire physical configuration of the Product.

To provide our Customers with a fair means of cancelling orders, we offer a cascading fee schedule based on Product quantity and type. For the first instance of partial order cancellations, cancellation percentages are based on the number of Products being cancelled, NOT the total number on the order. Subsequent cancellations will be determined using the number of Products on the original order prior to any cancellations.

Should any event arise that necessitates Customers cancellation of an active order comprised of Standard Products, the following Cancellation Fees shall apply:

Cancellation Fee Schedule – Standard Product

Number of Standard Products (Units) & Restocking Fee (%)
  1 - 25   :     0%
26 - 50   :   15%
51 - 99   :   35%
    100+  :   50%

Example:

A Customer cancels an order for 100 Standard Products each having a purchase price of $100.00, the total cancellation charge would be $2090.00 calculated as follows:

UNITS
  1
- 25:     No cancellation fee
26 - 50:     15% of each unit =      $360.
51 - 99:     35% of each unit =   $1,680.
     100:     50% of each unit =        $50.

Cancellation Fee Schedule - Custom, Non-Cancellable, Non-Returnable and/or Non-Refundable Product

Should any event arise that necessitates Customer cancellation of an active order comprised of Custom, Non-Cancellable, Non-Returnable or Non-Refundable Products, the following Cancellation Fees shall apply.

Please note Kayden shall take responsible steps to mitigate costs immediately upon receipt of a written cancellation notice from Customer, the sooner we are notified of Your desire to cancel an item or an order the more likely the opportunity that we can reduce this cost to you.

One or more (1+) Unit(s). Based on any Custom, Non-Cancellable, Non-Returnable or Non-Refundable Product(s):

•  One hundred percent (100%)

Cancellation of an Order in the Event of Misrepresentation
Kayden may terminate any order at any time if any representations made by Customer to Kayden are false or misleading, whether or not a credit card or an account has been charged or an order has received confirmation and acceptance. If a credit card or account has already been charged and an order is then cancelled by Kayden, Kayden shall issue a credit to the credit card or account for the full amount of the charge.

Holding a Shipment

Kayden will, at your request, hold your completed order for the follow reasons:

Lacking Detailed Destination Address

In certain circumstances, you know the Products that you require and you want to order them to ensure your delivery schedule is met; however you are not certain of the exact destination address for the Products.

Lacking Detailed Shipping Instructions

You know the Products you require and you want to order them to ensure your delivery schedule is met; however you are not certain of the exact shipping method to be used.

Customer to Visit Kayden Facility to Visually Inspect and Approve Merchandise

Kayden and Customer or Customers’ Agent will agree on a date on which the visit and Merchandise Inspection will occur. The date of the Final Inspection must be agreed to prior to any commencement of Kaydens' Product procurement, manufacturing or assembly.

Terms of Holding Shipments

Kayden is required to bill the full order value for all ‘Hold Shipments’ under the following circumstances:

Twenty-One (21) Calendar Days Expire while Product is on Hold Awaiting Shipping or Destination Instructions

In the event the Customer has not provided Kayden with sufficient instructions to allow for immediate shipping by the end of the twenty-first day, Kayden will, on or after the twenty-second day of the completed order being held, at its sole discretion, invoice the Customer for the full order value of the pending shipment.

Final Inspection Was Not Performed by the Customer as Agreed To

In the event the Customer or Customer’s Agent fails to inspect the Products within the time specified on the original order, and twenty-one (21) calendar days expire before the inspection occurs, Kayden will, on or after the twenty-second day of the completed and uninspected order being held, at its sole discretion, invoice the Customer for the full order value of the pending shipment.

Final Inspection Has Been Performed and Shipping or Destination Details are Incomplete

In the event the Customer has not provided Kayden with sufficient instructions to allow for immediate shipping by the end of the twenty-first day from the date the inspection was successfully completed, Kayden will, on or after the twenty-second day of the completed order being held, at its sole discretion, invoice the Customer for the full order value of the pending shipment.

Full Payment Due

Full payment will be due within Kaydens' standard credit terms or the terms agreed to in writing by Kayden.

Product That Has Been Held for the Customer by Kayden for Longer Than Twenty-One Days AND Kaydens' Standard Credit Terms (30 days) (fifty-one (51) days in total) Will Not Be Shipped Until the Invoice Has Been Paid in Full

Once the invoice is paid in full, Kayden will ship the Product, as and when requested by the Customer. For Standard Products, the 60-Day 100% Satisfaction Guarantee will commence the day the Products are shipped from Kaydens' facility. Refer to the 60-Day 100% Satisfaction Guarantee for complete details.

Insurance

Customer is responsible for insuring each shipment from and returning to Kaydens' facility, should insurance be desired.

Shipping Method

Unless otherwise specified, all orders will be shipped via air. Kayden and Carrier handling charges will apply, depending on dimensional weight, size, class of service and order amount.

Delivery

Kayden will deliver Products by arranging shipping to the receiving area at the "ship to" address specified in Customer's order.

Kayden may elect in its sole discretion to deliver Software, Deliverables, Specifications, or Product documentation by enabling electronic transmission to, or electronic access or download by Customer.

Transportation and handling charges are payable by Customer and will be specified in a Kayden invoice unless otherwise specified in a written quotation. Special packing or shipping arrangements will be charged separately to Customer.

Kayden may deliver the Products ordered in installments. Delivery or shipment dates given by Kayden are estimates only and Kayden is not liable for any loss, damage, cost or expense for any failure to deliver in accordance with a given delivery or shipment date. Kayden will make reasonable efforts to meet Customer's delivery requirements. If Kayden is unable to meet Customers' delivery requirements, alternative arrangements may be agreed upon. In the absence of such agreement, Customers' sole remedy is to cancel the order.

Transit time commences once the Product is accepted by the shipping company from Kayden; transit time continues until the Product is delivered to and received by Customer. The shipping day/processing day does not count as a transit day. Shipping companies generally do not include weekends and holidays in their stated delivery times. 

Undeliverable Shipments

Shipments that are undeliverable due to incorrect shipping instructions and/or details bear costs which are the sole responsibility of the Customer.

Using Freight Forwarders

Using a freight forwarder to ship items internationally may result in complications not covered by Kayden. If a freight forwarder is used, the following terms will apply:

Kayden will not be responsible for damage or loss that occurs to goods after they are delivered to the freight forwarder. This means Kayden is not liable to provide a replacement of, or refund for, any goods delivered to a freight forwarder. You should instruct freight forwarders to refuse goods that arrive damaged, and goods lost after being received by the freight forwarder will be your responsibility.

You (or the freight forwarder if you so designate) become the exporter of the goods and are solely responsible for compliance with all export and import regulations, including all Canadian export regulations (or U.S. export regulations if Kayden is shipping from the U.S.) and the import regulations of the destination country. Kayden must not be listed on any export or import documentation (e.g., import or export declarations, invoices, packing lists, etc.).

Products exported by you through a freight forwarder may be returned to Kayden, provided that you are responsible for all costs associated with returning the goods to Canada. In addition, you become the exporter and importer of record of the shipment; title and risk of loss transfer to Kayden upon receipt of the goods at Kaydens' facility. 

Shipping Rates and Times for Geographical Regions

When orders shipped internationally reach the destination country, they may be subject to customs clearance procedures which can cause delays beyond the original delivery estimates. 

Privacy

Your privacy is important to us. We would like our international customers and customers shipping products internationally to be aware that cross-border shipments are subject to opening and inspection by customs authorities. Additionally, we may provide certain order, shipment, and product information to our international carriers, and such information may be communicated by the carriers to customs authorities in order to facilitate customs clearance and comply with local laws.

Export Compliance Information

It is the policy of Kayden that all export and re-export sales or shipments of its products and technical data will be made in accordance with all applicable global export control laws, including without limitation:

1) Canadian export laws and regulations; and
2) United States export laws and regulations; and
3) European Union and national export laws and regulations.

Diversion contrary to Canadian, U.S. and E.U. law is strictly prohibited.

Kayden products may not be exported or re-exported, either directly or indirectly, to any country subject to a comprehensive embargo by Canada.

Although we provide this information to assist you, you remain responsible for exporting or re-exporting the Products in accordance with all applicable global export control laws, including without limitation, Canadian, U.S. and E.U. laws.

Acceptance of Products

Acceptance for the Products by Customer occurs upon Delivery.

Disputes

All disputes on invoices must be reported within twenty (20) days of invoice date. All disputes on goods or services must be reported within ten (10) days of receipt of said goods or services.

Damage to Shipment

Our merchandise is carefully packed for shipment in compliance with Carrier requirements. In the event an item is damaged in shipment, you must submit a claim to the Carrier within ten (10) days of delivery. We advise that you unpack and inspect all merchandise immediately upon receiving it. If damage does not become apparent until the shipment is unpacked, make a request within 72 hours for inspection by the carrier’s agent and file with the Carrier. Keep all containers and packing material for inspection.

Any external evidence of loss or damage must be noted on the freight bill or Carrier’s receipt and signed by the carrier’s agent prior to your acceptance and signature of receipt of the shipment. Failure to do this may result in the Carrier refusing to honor the claim. Returned equipment shall remain the property of the Customer and all related costs shall be at Customer’s expense. Kayden reserves the right to repair a damaged product, where applicable, before replacement or credit is determined.

Shorted & Incomplete Shipments

Claims that the Product was upon arrival, missing or shorted, at the fault of Kayden or shipping company, must be made within ten (10) days of shipment from Kayden or Kaydens supplier.

Incorrect Products Shipped

Claims that the Product shipped is incorrect, at the fault of Kayden or shipping company, must be made within ten(10) days of shipment from Kayden or Kaydens supplier.

Shipment Failed to Arrive at Destination

Claims that the Product did not arrive must be made within fourteen (14) days after "Product Shipped" notification.

Testing

Any additional tests or inspections requested by Customer beyond Kaydens' standard manufacturing procedures shall be for Customer’s account, unless specified otherwise in writing by Kayden.

Inspection

Customer will have the right to inspect the goods on tender by Kayden. If Customer receives the goods or takes possession of them without inspecting, this will constitute a waiver of its right to inspect. Further, Customer will have the opportunity, at the time and place of inspection, and at its sole expense, to run adequate tests to determine whether the goods are free from defects. If the Customer is to use a portion of the goods for the purpose of test and evaluation and said testing damages the goods, the Customer shall compensate Kayden, at the contract prices, for all goods so damaged, although the goods may be rejected or unacceptable to Customer. In the event Customer rejects any shipment of goods, he may elect to retain a part of the shipment and return the balance.

On-Site Receipt of Equipment & Installation

Customer shall be responsible for receiving, installing, starting up and maintaining all equipment, unless specified in writing by Kayden.

Invoices and Payment

For Customers who have credit terms with Kayden, Customer agrees to pay, without offset or holdback, all invoiced amounts within thirty (30) days of Kaydens' invoice date. Kayden may change credit or payment terms for unfulfilled orders if, in Kaydens' reasonable opinion, Customer's financial condition, previous payment record, or relationship with Kayden merits such change. Kayden may suspend or discontinue performance of open Orders or Services if Customer fails to pay invoices when due, or if after ten (10) days written notice Customer has not cured any other failure to perform under these Terms.

Customer shall make payment in full prior to or upon delivery by cashier's check, credit card, EFT, wire transfer, or money order, unless Kayden approves Customer for credit terms. Acceptance and approval of Customers credit application is at the sole discretion of Kayden. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 1.5% or the highest rate permissible by law on the unpaid balance until paid in full. Payment shall be in the currency stated on Kaydens' (quotation if provided) and invoice. In the event Customer has credit terms with Kayden, and where an order contains multiple quantities of Products, each Product will be invoiced when shipped.

Kayden accepts Visa, MasterCard, American Express, wire transfers and checks. Wire transfers are acceptable for Customers with credit terms. Kayden may accept C.O.D. Orders are subject to customs duties and/or brokerage fees. Kayden requires full payment prior to shipment, unless credit terms have been expressly granted. If Kayden brings an action for breach of these Terms and Conditions, including any action to enforce its right to payment, Customer shall be liable for Kaydens' reasonable attorneys' fees, costs, and expenses incurred in connection with such action.

Customer will provide Kayden, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level as the case may be) to allow Kayden to properly apply payments or credit memos to outstanding receivable(s) on Kaydens' accounts receivable sub-ledger for Customer. Customer shall also include its account number with any remittance. Failure to supply Kayden with such remittance detail will result in additional processing delays and may affect the credit status of pending or future Customer purchase orders. When Customer wishes to apply one or more credit memos towards a payment amount owed Kayden, Customer agrees to provide Kayden, on a timely basis, the specific credit memo number(s) and amount(s) to be applied, in addition to the remittance information requirements above. If Customer does not provide such information on a timely basis, Kayden shall apply any such credit memos to outstanding receivables, beginning with the most-aged receivables first.

If a credit card is being used for a transaction, Kayden may obtain preapproval for an amount up to the amount of the order. Billing normally occurs at the time of or shortly after your order transaction is processed. When making purchases, credits are used first; your credit card or your account, if applicable, is then charged for any remaining balance. 

Credit Account Terms

Kayden extends a line of credit or credit terms to qualified business Customers. To be considered, your business must meet the following minimum requirements: 1) Your Company has been in business for a minimum of 6 months; 2) You have a business checking account; and 3) You have at least three positive trade credit references. Please fill in the Credit Application form if you want to apply for a Line of Credit.

Payment Methods for Accounts

Kayden accepts payment by:  1) Visa,  2) MasterCard,  3) American Express,  4) Check,  5) Electronic Funds Transfer (EFT) and  6) Wire Transfer

If your business, institution or government agency wishes to pay by check, you must first have an account with Kayden. An approved Credit Application must be on file with Kayden. Once approved, checks will be accepted as a payment option.

Letters of Credit

Payment may be made by irrevocable confirmed L/C provided that the total invoice value of the export order is more than US$5,000.00. Multi-line L/C orders must allow for two partial shipments and be valid for a period of at least one hundred fifty (150) days. L/C fees will be charged to Customers account.

Credit Cards

We accept VISA, MasterCard and American Express. We do not accept debit cards. We accept up to two credit cards for a single order; however the credit card holder’s address must be the same as the billing address when purchasing Products.

EFT – Electronic Funds Transfer

Kayden prefers to receive account payments electronically. With our EFT Payment Plan, Kayden emails you an invoice notifying you of the funds being due as per your account terms; your bank transfers the amount of the invoice from your checking account to the specified Kayden account. Each payment is shown on your monthly bank statement. At Kayden we sincerely appreciate working with corporations that endeavor to reduce the amount of paper-based transactions.

Wire Transfer

Kayden accepts bank wire transfers as a valid form of payment. If you would like to use a wire transfer to pay for your order, please perform the following steps: 1. Order your Kayden Product by e-mail, fax, mail, courier or phone. 2. Determine the total amount of the invoice including any applicable taxes and shipping charges. 3. Instruct your bank to electronically transfer the total invoice amount or your order (please have the bank reference your name and Kayden order number).

Payment Terms

Payment terms are subject to Kayden credit approval. Payment is due thirty (30) days from Kaydens' invoice date. Kayden may change credit or payment terms at any time when, in Kaydens' opinion, Customer’s financial condition, previous payment record, or the nature of Customer’s relationship with Kayden so warrants. Kayden may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Kayden agreement if, after ten (10) days written notice, the failure has not been cured.

Kayden Instruments c/o Royal Bank of Canada

Routing Transit (ABA) Number: ROYCCAT2
Account Number (USD $): 4034856
Account Number (CAD $): 1268150
Account Type: Lockbox
Transit/Institution/Branch: 00009-003

Dependencies

Kaydens' ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the products or services.

Title; Security Interest

Risk of loss or damage and title for products will pass upon delivery to Customer or its designee. Title to the Products shall pass at Kaydens' facility. Kayden retains a security interest in and right of possession of the Products until Customer has made payment in full. Customer shall execute any paperwork required by Kayden to effectuate any such security interest.

Hazardous Materials and Contamination

Kayden does not accept the return of Products that are contaminated with any hazardous material. It is solely the Customer’s responsibility to ensure any and all items returned to Kayden have been thoroughly and completely decontaminated.

Returns and Refunds

Kayden will accept returned Products in accordance with its current "Return Policy" and in accordance with its warranty set in these Terms. No returns will be accepted without an issued Return Merchandise Authorization (RMA) number. Unauthorized returns will be refused and returned to sender. To request a refund or repair, fill out a request online or call our Returns Department at 1 403 253-1423 in North America or 001 403 253 1423 from international locations Monday to Friday 8:00 am to 5:00 pm MST.

RMA numbers are valid for thirty (30) days.

Customers are responsible for the cost of shipping the returned Products to Kayden or to the original manufacturer as may be specified by Kayden. Customer also will be responsible for insurance for loss or damage during return. If the Product was damaged or defective at the time of delivery or the Product is not what you ordered as a result of our error, Kayden will reimburse you both the Product and shipping costs. Kayden will use FedEx or Loomis shipping when sending replacement Products.

Customers outside of Canada: If you return a product to us, you will be the exporter from the destination country. Title and risk of loss transfer to us upon receipt at our facility.

Except in the event of a shipping error, Customers are responsible for the cost of returning items to Kayden or Kaydens supplier. Kayden will pay the return shipping costs if the return is a result of our error.

You should expect to receive your refund within four (4) weeks of giving your package to the return shipper; however, in many cases you will receive a refund more quickly. This time period includes the transit time for us to receive your return from the shipper (5 to 10 business days), the time it takes us to process your return once we receive it (3 to 5 business days), and the time it takes your bank to process our refund request (5 to 10 business days). We'll notify you via email of your refund once we've received and processed the return.

If Customer refuses an order, it will be handled as a return order under our standard return policy, where roundtrip shipping costs will be deducted from the refund.

If Customer returns any Products offered with free shipping then the actual outbound shipping costs will be deducted from the refund.
Subject to the exceptions and fees below, Customer may return Products for its convenience for a refund less shipping charges as follows:

  • Primary Return Period

    Customer may return unwanted Standard Products within sixty (60) days (the "Primary Return Period") of the Delivery Date provided items were purchased directly from Kayden and are in new and resalable condition complete with original packaging and all documentation.
     

    Standard Products are eligible for the 60-Day 100% Satisfaction Guarantee.

    If you purchased new Standard Products directly from Kayden, you may return them to the place of purchase up to 60 days from the date of invoice for a refund or credit (your choice) of the Standard Product purchase price provided the quantity of Products does not exceed twenty-five (25) units (restocking fees apply to only those quantities exceeding twenty-five units). Returns must be received by Kayden at an approved Kayden facility no later than ten (10) days after the expiration of the Primary Return Period. Please review the 60-Day 100% Satisfaction Guarantee for full details.

    Restocking Fee Schedule – Standard Products

    Number of Standard Products (Units) & Restocking Fee (%)


    • 1 - 25     :     0%     For items eligible for the 60-Day 100% Satisfaction Guarantee.
      26 - 50   :   15%
      51 - 99   :   35%
      100+      :   50%

      Example:

      A Customer returns 100 Standard Products each having a purchase price of $100.00, the total restocking charge would be $2090.00 calculated as follows:

      Units 1 to 25:  no restocking charge
      Units 26 through 50:  15% of each unit = $360.00
      Units 51 through 99:  35% of each unit = $1680.00
      Unit 100:  50% of each unit = $50.00
  • Secondary Return Period

    Authorized returns of unwanted Standard Products in quantities up to fifty (50) units after the "Primary Return Period" of sixty (60) days and up to one hundred twenty (120) days (the "Secondary Return Period") are subject to a twenty percent (20%) restocking charge.

    The twenty percent (20%) restocking charge shall apply to the authorized return of unwanted Standard Products provided they are received by Kayden at an approved Kayden facility no later than ten (10) days after the expiration of the Secondary Return Period.
  • Volume Order Returns

    All Volume Orders that are Standard Products are subject to a restocking fee, however Volume Orders may be accepted for return in whole, in part or not at all, at Kaydens sole discretion, depending on the quantity Customer wishes to return. Please review the 60-Day 100% Satisfaction Guarantee for full details. 
  • Custom, Non-Cancellable, Non-Refundable (NCNR) & Non-Refundable Products

    All Custom Products, Non-Cancellable, Non-Returnable Products and Non-Refundable are non-returnable.

Savings Center

All purchases made from the Savings Center are final, non-cancellable, non-returnable and non-refundable.

Customer Responsibilities Before Contacting Kayden

Before contacting Kayden for the Product return, please prepare by reviewing the Returns section.
Locate your invoice number and proof of purchase date, indicated on your receipt, invoice, etc.

Expediting Your Return

To expedite the process of your refund or credit, Kayden expects you to return the Products to Kayden in their original or equivalent packaging within 10 days of the date that Kayden issues the Return Materials Authorization Number. Returns arriving outside of the ten-day window are subject to depreciation of the final refund/credit. Incomplete returns may not be credited. You must also prepay shipping charges and insure the shipment or accept the risk of loss or damage during shipment. You may return software for refund or credit only if the sealed package containing the diskette(s) or CD(s) is unopened. Returned Products must be in as-new condition, and all of the manuals, diskette(s), CD(s), and other items included with a Product must be returned with it.

Exchanges & Replacements

If you received a faulty item and need to exchange it for an exact replacement, visit the Returns Center to request a replacement. If the Product was damaged or defective at the time of delivery or the Product is not what you ordered as a result of our error, Kayden will reimburse you both the Product and shipping costs.

If you would like to exchange the item for a different one, please return the original item through our online Returns Center and place another order for the item you wish to purchase. You do not have to wait for us to receive the original item before placing the new order. You will be refunded your original purchase price once we've received the item.

Customers are responsible for the cost of shipping the returned Products to Kayden or to the original manufacturer as may be specified by Kayden. Customer is also responsible for insurance for loss or damage during return. Shipping and insurance costs are non-refundable.

Customers outside of Canada: If you return a product to us, you will be the exporter from the destination country. Title and risk of loss transfer to us upon receipt at our facility.

Product Performance

All Kayden Products are covered by Kaydens' limited warranty statements that are provided with the products or otherwise made available. Warranties of Kayden manufactured Products begin on the date of delivery from Kayden. Products manufactured by suppliers other than Kayden receive warranty coverage as provided by the relevant third party supplier.

Software Performance

Kayden warrants that its branded software products will conform materially to their specifications. Kayden warranties for software products will begin on the date of delivery and unless otherwise specified in Supporting Material, will last for ninety (90) days. Kayden does not warrant that the operation of software products will be uninterrupted or error-free or that software products will operate in hardware and software combinations other than as expressly authorized by Kayden in Supporting Material.

Services Performance

Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service concerns and Kayden will re-perform any service that fails to meet this standard. 

On-Site Service

Where Customer requests on-site assistance, set-up, or service, and where Kayden may be able to provide such service, Customer shall provide a deposit at the time of booking the service to Kayden for the anticipated travel and lodging costs.

Promotion & Gift Cards

Promotion and gift cards are not returnable, nor can they be exchanged for cash.

Product Selection

When selecting products, the entire system design must be taken into consideration to ensure safe, trouble-free performance. Responsibility for the application, function, material compatibility, adequacy of ratings, correctness of installation, operation and maintenance rests solely on the systems designer and the user. It is of utmost importance that the complete product catalog from the manufacturer has been reviewed and understood by the system designer and the user to ensure the product selected is safe for the purposes intended by the system designer and the user.

Product Warranty

Except when otherwise noted, Kayden warrants that for the one-year period commencing on the ship date, all Products will be free from defects in materials and workmanship. Extended warranties may be available on select Products but any extended warranties will apply only if (i) expressly set forth in writing by Kayden prior to shipment and (ii) paid for by Customer. If a Product appears to be non-functioning or defective, read this section and contact Kayden Technical Support at 403 253 1423 or send an inquiry to support@Kayden.com. A Kayden technician will contact you to discuss your issue and options. If the Product is under warranty at the time Customer submits a warranty claim to Kayden, and the warranty has not been voided, Kayden will, at its sole option, either repair or replace the Product, or issue Customer a refund for the purchase price of the Product. In the case of discontinued items, a comparable replacement as determined by Kayden may be provided. The foregoing shall be Customer's sole remedy and Kaydens' sole liability under any warranty claim. The warranty will be void if there is evidence of damage, misuse, or modification by the Customer. The warranty does not extend to software. For warranty repairs, International customers must bear shipping costs to Kayden and any insurance, duties, taxes, brokerage fees and associated expenses associated with the RMA. When items returned for repair are found to be working or when the warranty has been voided, the cost of shipping back to the Customer will be charged to the Customer. Prior to sending back customer specific data storing devices, customers should backup all valuable data.

For products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in destination country languages; the products (and accompanying materials) may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the products may not conform to destination country voltage and other electrical standards. Customer is solely responsible for assuring that the product can be lawfully imported to the destination country. When ordering from Kayden, the recipient is the importer of record and must comply with all laws and regulations of the destination country.

Kayden hardware Products are warranted against defects in materials and workmanship for one (1) year from the date Kayden ships the Products to Customer ("Delivery Date"). All software Products are licensed to Customer under the terms of the appropriate Kayden license. For a period of ninety (90) days from the Delivery Date, Kayden software Products (a) will perform substantially in accordance with the accompanying written materials, and (b) the medium on which the software product is recorded will be free from defects in materials and workmanship under normal use and service. Any replacement of a licensed software product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Customer must obtain a Return Material Authorization number from Kayden before returning any Products under warranty to Kayden. Customer shall pay expenses for shipment of repaired or replacement Products to and from Kayden. After examining and testing a returned product, if Kayden concludes that a returned product is not defective, Customer will be notified, the product returned at Customer's expense, and a charge made for examination and testing. This Limited Warranty is void if failure of the Products has resulted from accident, abuse, misapplication, modification, improper calibration by Customer, Customer supplied third party software not intended for use with the applicable Product, or unauthorized maintenance or repair.

Product Warranty Claims & Remedies

This Agreement states all remedies for warranty claims. To the extent permitted by law, Kayden disclaims all other warranties. When we receive a valid warranty claim for a Kayden hardware or software product, or third party supplier, Kayden will either repair the relevant defect or replace the product. If Kayden is unable to complete the repair or replace the product within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to Kayden (if hardware) or upon written confirmation by Customer that the relevant software product has been destroyed or permanently disabled. Kayden will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for return shipment of the product to Kayden. Kaydens' sole obligation (and Customer's sole remedy) with respect to the foregoing Limited Warranty shall be to, at its option, return the fees paid or repair/replace any defective Products, provided that Kayden receives written notice of such defects during the applicable warranty period. Customer may not bring an action to enforce its remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action.

No Other Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. Kayden DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. Kayden EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

No Liability for Consequential Damages

The entire liability of Kayden and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall Kayden and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Products, even if Kayden or its licensors, distributors, and suppliers has been advised of the possibility of such damages. Customer acknowledges that the applicable purchase price or license fee for the Products reflects this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because a Kayden product sold or licensed to Customer is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall Kaydens' liability for property damage exceed the greater of $50,000 or fees paid for the specific product that caused such damage.

Disclaimer and Limitation of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, ALL PRODUCTS ARE PROVIDED STRICTLY "AS IS," WITHOUT ANY WARRANTY. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. This disclaimer and exclusion shall apply even if the express warranty and limited remedy set forth above fails of its essential purpose. The warranty provided is subject to the limitation of liability and waiver of consequential and other damages set forth in these Terms. The Products are not designed, intended or licensed for use in, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems. Kayden specifically disclaims any express or implied warranty of fitness for such purposes. No oral or written information or advice given by Kayden, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided in the Agreement.

Limitation on Liability

THE AGGREGATE LIABILITY OF Kayden, ITS SUPPLIERS AND ITS SUBCONTRACTORS IN CONNECTION WITH ANY CLAIM WHATSOEVER BROUGHT UNDER OR RELATED TO THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER TO Kayden FOR THE PRODUCT(S) THAT GAVE RISE TO SUCH LIABILITY. THE LIABILITY OF Kayden, ITS SUPPLIERS AND ITS SUBCONTRACTORS SHALL BE CUMULATIVE AND NOT PER INCIDENT. Neither Customer nor Kayden will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; wilful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law.

Waiver of Consequential and Other Damages

IN NO EVENT SHALL EITHER Kayden, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE FOR ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT, ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST OR DAMAGED DATA, OR ANY INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING IN ANY WAY OUT OF THE AGREEMENT OR THE TERMINATION THEREOF, EVEN IF Kayden, ITS SUPPLIERS OR SUBCONTRACTORS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THE AGREEMENT.

Intellectual Property Rights

No transfer of ownership of any intellectual property will occur under this Agreement. Customer grants Kayden a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Kayden and its designees to perform the ordered services.

Intellectual Property Rights Infringement

Kayden will defend and/or settle any claims against Customer that allege that a Kayden or a Kayden-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. Kayden will rely on Customer’s prompt notification of the claim and cooperation with our defense. Kayden may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount. Kayden is not responsible for claims resulting from any unauthorized use of the products or services.

License Term and Termination

Unless otherwise specified, any license granted is perpetual, provided however that if Customer fails to comply with the terms of this Agreement, Kayden may terminate the license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon expiration, Customer will either destroy all copies of the software or return them to Kayden, except that Customer may retain one copy for archival purposes only.

Global Trade Compliance

Products and services provided under these Terms are for Customer’s internal use and not for further commercialization. If Customer exports, imports or otherwise transfers products and/or deliverables provided under these terms, Customer will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. Kayden may suspend its performance under this Agreement to the extent required by laws applicable to either party.

Force Majeure

Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations. Kayden shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of Customer, interruptions of transportation or inability to obtain necessary labor or materials. Kaydens' estimated shipping schedule shall be extended by a period of time equal to the time lost because of any excusable delay. In the event Kayden is unable to perform in whole or in part because of any excusable failure to perform, Kayden may cancel orders, in whole or in part, without liability to Customer.

Delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non-performance is caused by Force Majeure. For purposes of this Agreement, "Force Majeure" shall mean any cause preventing performance of an obligation under this Agreement (except for the payment of money) which is beyond the reasonable control of either party hereto, and which by the exercise of reasonable and customary due diligence, could not have been avoided or overcome, including without limitation, fire, flood, sabotage, shipwreck, embargo, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of God, and delays or failure in obtaining Product(s) from suppliers, raw materials or transportation.

Termination

Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

Indemnification

Customer assumes all responsibility and liability for injury or damages resulting from its handling, possession, use or sale of Products supplied hereunder, including, but not limited to any injury or damage resulting from the use of Products in combination with other products, and agrees to hold harmless, defend and indemnify Kayden, its contractors and subcontractors, from and against all claims, losses, liabilities and expenses (including attorney's fees and other litigation or settlement costs) arising out of such handling, possession, use or sale. The foregoing duty of Customer to hold harmless, defend and indemnify Kayden shall not apply to the extent such claim, loss, liability or expense results from the wilful misconduct or gross negligence of Kayden.

Authority to Enter Into Agreement

Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.

Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).

Relationship

Kayden and Customer are independent from each other. No relationship of principal to agent, master or servant, employer to employee, or franchiser to franchisee is established hereby between us. Neither has the authority to bind the other or incur any obligation on behalf of the other.

Applicable Law

The Agreement will be governed by the laws of the country of Kayden or the Kayden Affiliate accepting the Order and the courts of that locale will have jurisdiction, however, Kayden or its Affiliate may, bring suit for payment in the country where the Customer Affiliate that placed the Order is located. Customer and Kayden agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute arising from the services will be governed by, and construed in accordance with, the laws of the Province of Alberta without regard to conflict of laws principles. Any dispute or proceeding brought under or related to these Terms shall be governed by, and construed in accordance with the laws of the Province of Alberta without regard to conflict of laws principles, and the parties expressly consent to the exclusive jurisdiction of such courts.

Notices

Any notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered in person, by registered or certified mail, postage prepaid, return receipt requested, or by reputable overnight carrier. Notices to Kayden shall be directed to Kayden Instruments, 3364-114 Avenue SE, Calgary, Alberta T2Z 3V6 Canada, and notices to Customer shall be directed to the address listed in the Customer order to which these Terms and Conditions apply, or to such other address or addresses as either party may hereafter designate in writing.

  
 
Updated: July 7, 2017