ORBITAL RESARCH TERMS AND CONDITIONS FOR THE SALE OF ORBITAL PRODUCTS
- This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.
These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.
By placing an order for Orbital Research products from this website you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.
You may not order or obtain Orbital Research products from this website if you: (i) do not agree to these terms and conditions; or (ii) are prohibited from accessing or using this website or any of this website’s contents, or Orbital Research products by applicable law.
These terms and conditions (these “Terms“) apply to the purchase and sale of Orbital Research products through https://orbitalresearch.net/ (this “Site“). These Terms are subject to change by Orbital Research Inc. (referred to as “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referred to on the Site. You should review these Terms before purchasing any Orbital Research products that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all Orbital Research products listed in your order. All orders must be accepted by us or we will not be obligated to sell the Orbital Research products to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
- Prices and Payment Terms.
- All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for an Orbital Research product will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
- Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept Mastercard, Visa, American Express and PayPal for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
- Shipments; Delivery; Title and Risk of Loss.
- We will arrange for shipment of the products to you. Please check the individual Orbital Research product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
- Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- No Returns. ALL ORBITAL RESEARCH PRODUCTS PURCHASED THROUGH THE SITE ARE NON-RETURNABLE AND NON-REFUNDABLE.
- Limited Warranty.
- We warrant to you that for a period of two (2) years from the date of shipment (“Warranty Period“), the Orbital Research products purchased through the Site will materially conform to our published specifications in effect as of the date of shipment and be free from material defects in material and workmanship.
- EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a), WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE ORBITAL RESEARCH PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING [(i)] ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; [OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
- Products manufactured by a third party (“Third-Party Product“) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with Orbital Research products. Third-Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE,\ OR OTHERWISE.
- We shall not be liable for a breach of the warranties set forth in Section 6(a) unless: (i) you give written notice of the defective Orbital Research products, as the case may be, reasonably described, to us within thirty (30) days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such Orbital Research products, and you (if we so request) return such Orbital Research products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the Orbital Research products are defective.
- We shall not be liable for a breach of the warranty set forth in Section 6(a) if: (i) you make any further use of such Orbital Research products after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Orbital Research products; or (iii) you alter or repair such Orbital Research products without our prior written consent.
- Subject to Section 6(d) and Section 6(e), with respect to any such Orbital Research products during the Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such Orbital Research products (or the defective part) or (ii) credit or refund the amounts paid by you for such Orbital Research products provided that, if we so request, you shall, at your expense, return such Orbital Research products to us.
- THE REMEDIES SET FORTH IN SECTION 6(f) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 6(a).
- Limitation of Liability.
- IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE ORBITAL RESEARCH PRODUCTS SOLD THROUGH THE SITE.
- Goods Not for Resale or Export. You represent and warrant that you are buying or products from the Site for your own use only, and not for resale.
- Intellectual Property Use and Ownership. You acknowledge and agree that:
- Orbital Research Inc. is and will remain the sole and exclusive owners of all intellectual property rights in and to each Orbital Research product made available on this Site and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the Orbital Research products made available through this Site, or of any intellectual property rights relating to those Orbital Research products.
- Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any of your obligations to make payments to us hereunder), when and to the extent such party’s (the “Impacted Party“) failure or delay is caused by or results from acts beyond the Impacted Party’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, such as the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fourteen (14) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
- Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule of any other jurisdiction)].
- Waiver of Recourse to the Courts and Binding Arbitration.
- YOU AND ORBITAL RESEARCH INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF ORBITAL RESEARCH PRODUCTS THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION UNDER THE ARBITRATION ACT (BRITISH COLUMBIA).
- The arbitration will be governed by the British Columbia International Commercial Arbitration Centre in accordance with its “Domestic Commercial Arbitration Rules of Procedure” (“BCIAC Rules”)
- The arbitration shall be conducted by a single arbitrator appointed in accordance with BCIAC Rules in Vancouver, British Columbia. Each of the Parties shall be responsible for their costs in respect of such arbitration provided that the Parties shall equally share the cost of any arbitrator retained by the Parties under this Section. The reference to arbitration will not preclude either Party from applying to a British Columbia Court of competent jurisdiction for interlocutory or interim relief.
- The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
- If any provision of this arbitration clause is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- No Waivers. The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Orbital Research Inc.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide and consent to us using; or (ii) posting to the Site. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
- To Us. To give us notice under these Terms, you must contact us as follows: (i) by email transmission to [email protected]; or (ii) by personal delivery, overnight courier, or registered or certified mail to Orbital Research Inc. 8652 Commerce Court, Burnaby, BC, Canada, V5A 4N6. We may update the email address or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.