General Conditions of Sale

Ascendent Technology Group Inc. or Infiniti Electro-Optics

Except as otherwise expressly agreed to in writing by Ascendent Technology Group Inc. or Infiniti Electro-Optics (“Ascendent”), these General Conditions of Sale shall govern all purchase orders for and sales of products manufactured by Seller as well as service relating to such products, if applicable, and any provision of the buyer’s order which is inconsistent, in conflict, or additional to the terms herewith shall be deemed waived. All orders are subject to acceptance and approval by Seller.

  1. Prices
    1. Prices quoted are for prompt acceptance and subject to change without notice at any time prior to receipt and acceptance of the buyer’s order by Ascendent unless validity terms are included in the quote. Published prices of products are subject to change without notice.
    2. Prices exclude all taxes. Buyer agrees to pay any taxes applicable to the sale or use of the product.
    3. Prices are subject to change if buyer requests changes or deviations from the specifications quoted after acceptance of quoted prices.

 

  1. Terms of Payment
    1. Unless otherwise stated, terms are advance payment for all products. 
    2. The purchase price of products shall be payable, without deduction of any kind, within such period of time and according to such terms as provided on the invoice.
    3. Ascendent will not produce or ship products until payments are made according terms provided on the invoice.
    4. Ascendent prefers all payments to be made by bank wire transfer, but it is possible that accommodations may be made if agreed to in writing by Ascendent.

 

  1. Delivery and Shipping Schedule
    1. Delivery of products shall be as specified in Ascendent’s acceptance of the buyer’s order. Shipping dates are approximate. Ascendent shall use its best efforts to fill all orders. However, if any conditions arise which prevent compliance with delivery schedules, Ascendent shall not be liable for damages, general, consequential, or otherwise or for failure to give notice of any delay.
    2. All shipments will be made EXW from Ascendent’s facility unless otherwise specified.
    3. Ascendent shall not be liable for unavoidable delays in delivery or service caused indirectly or directly or in any manner by any cause either beyond its control or which it cannot remedy without great economic hardship.
    4. In no event shall the contract of sale be subject to cancellation by the buyer as a result of delays in delivery or servicing or for any other cause, except by mutual written agreement.
    5. No penalty for late performance may be assessed against Ascendent except agreed upon in writing when the buyer’s order is placed.

 

  1. Title, Risk of Loss, and Insurance
    1. Title and risk of loss or damage to any products will pass to the buyer upon delivery to carrier. All claims for damage to or loss of products must be made by the buyer to the carrier or the carrier’s insurance company.
    2. Ascendent uses great care in packing products and will not be responsible for damage or loss in transit. All claims for damage or loss after delivery to the carrier must be made by the buyer to the carrier, but Ascendent will provide all reasonable assistance in securing a satisfactory adjustment of such claims.

 

  1. Warranty
    1. Ascendent warrants that at the time of delivery to the carrier, the products are free from defects in material and workmanship. Any warranty described herein shall extend to the first ultimate user only for a period of one year from the date of shipment from Ascendent’s office except as otherwise stated in our written quotation.
    2. Ascendent’s obligation under this warranty shall be limited to a one-year depot warranty wherein Ascendent will repair any part that proves defective, provided such part is returned to Ascendent’s office in Cranbrook, BC, all transportation charges paid. No part may be returned without Ascendent’s prior return authorization.
    3. The sole exception to this warranty will be a thermal system cooling unit rated for 10,000 hours. The warranty for such a unit shall be for 5,000 hours of use or 1 year, whichever is shorter.
    4. Extended warranty, when purchased, shall share the same terms as Ascendent’s standard warranty, except that the duration shall be 3 or 5 years according to the option selected.
    5. No warranty is made as to products which have not been installed, operated, or maintained in accordance with instructions provided by Ascendent or which have been subject to misuse, abuse, accident, or alteration or to improper or negligent use, maintenance, storage, transportation, or handling. Improper use includes, but is not limited to, use of the products in environments exceeding the products’ tolerances for temperature, IP, or other environmental factors stated in Ascendent’s documentation.
    6. Where the buyer is a distributor, financing company, or similar entity acting for on behalf of the initial user of the equipment, the warranty is transferable to the initial user only.
    7. Ascendent shall not be liable for any loss, damage, or injury of any nature, whether direct, indirect, or consequential, in connection with or resulting from use of the products. Infiniti shall not be liable for any damages, including, without limitation, direct, indirect, incidental, special, reliance, or consequential damages arising from improper or unwarranted use of the above API and associated hardware in any manner whatsoever. Infiniti does not warrant that the above API and associated hardware are error-free, nor does Infiniti make any other representations or warranties, whether express or implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or noninfringement.
    8. Infiniti will not be held responsible for problematic or incorrect functioning of a system or product due to any amount of external EMI (Electro-magnetic Interference) introduced by the deployment environment. EMI in this context is defined as: "Electromagnetic interference (EMI), also called radio-frequency interference (RFI) when in the radio frequency spectrum, is a disturbance generated by an external source that affects an electrical circuit by electromagnetic induction, electrostatic coupling, or conduction". Issues or damages caused by such EMI will not be covered under standard warranty, within reason. All Infiniti systems are built to handle and mitigate such interference to the best of our ability, but unless provided the opportunity to test our system in the real-life deployment environment, Infiniti is unable to guarantee the same operation will be achieved as during our factory test context. Products certified to MIL-STD-461 or similar standards are guaranteed by warranty only to the extent which the declared certification prescribes. EMI beyond these certifications fall under the same guarantee exceptions stated above.

 

  1. Cancellation
    1. Contracts shall not be subject to cancellation without Ascendent’s written consent.
    2. In the event that cancellation of an unfinished contract is accepted in writing by Ascendent, the buyer agrees to pay without delay the full contract price for all delivered products, suitable cancellation charges for any unfinished portion of the contract (taking into account actual expenditures by Ascendent, including but not limited to overhead charges), and reasonable profit on the unfinished portion of the contract.

 

  1. System Functionality Disclaimers
    1. While Ascendent does offer ONVIF capabilities in our camera systems, this does not represent a guarantee from Infiniti that a camera system will be compatible with a specific VMS or NVR system. It has been our experience that ONVIF is often poorly implemented in many VMS softwares and NVRs; this often results in a lack of basic features such as motion detection and PTZ controls/presets. We strongly recommend that customers wishing to ensure compatibility work with Infiniti to provide the exact VMS software or NVR being used (including software and firmware versions) so we can perform in-house testing. Should a VMS or NVR not meet the customer's requirements using ONVIF, Infiniti may, for an additional charge, be able to offer a customized ONVIF implementation using our Octagon platform. For more information, please contact your Infiniti sales representative.
    2. While Ascendent does offer Pelco-D capabilities in our camera systems, this does not represent a guarantee from Infiniti that a camera system will be compatible with a specific VMS or NVR system. Pelco-D is implemented well more frequently than ONVIF, but there is still variation among manufacturers and individual products. We recommend that customers requiring close compatibility via Pelco-D work with Infiniti to provide the exact VMS software or NVR being used (including software and firmware versions) so we can perform in-house testing. Should a VMS or NVR not meet the customer's requirements using Pelco-D, Infiniti may, for an additional charge, be able to offer a customized Pelco-D implementation using our Octagon platform. For more information, please contact your Infiniti sales representative.

 

  1. General
    1. In the event of breach or repudiation by Ascendent, the buyer shall not be entitled to consequential damages or damages for loss of use.
    2. The transaction between Ascendent and the buyer shall be governed by the laws of the Province of British Columbia. The buyer agrees to submit to the jurisdiction and venue of the federal or provincial courts for any disputes, claims, or causes of action involving these Conditions of Sale. The buyer agrees to abide by the laws of Canada and any applicable provincial laws.
    3. The buyer shall advise Ascendent immediately of anything herein that the buyer does not assent to as a condition governing transactions between the buyer and Ascendent.
    4. The buyer is responsible for any charges incurred by Ascendent to conclude the sale. This includes, but is not limited to, bank fees, charge backs, brokerage fees, shipping fees, collections fee, and attorney fees.
    5. If statements or advice, technical or otherwise, are offered or given to the buyer, such statements or advice shall be deemed to be given as an accommodation to the buyer and without charge and Ascendent shall have no responsibility or liability for the content or use of such statements or advice.
    6. If an order includes software or other intellectual property, such software or intellectual property is provided by Ascendent to the buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.