Terms and Conditions

Acceptance of orders

Dimonoff reserves the right to reject any order. Price lists do not constitute a binding offer. A purchase order must identify the products, quantities, part numbers, descriptions, prices and delivery dates; acceptance of an order is conditional on the customer’s agreement to these terms.

A customer’s failure to object within 15 days of delivery constitutes acceptance of the order as delivered.

Hold-for-release orders

Pricing remains firm for three months from order acceptance. Orders not released for shipment within three months may see a price increase of up to 10%. Orders still unreleased after six months may be cancelled, with a 25% cancellation fee applied.

Product changes

Dimonoff may discontinue a product, or modify its design, part number or specifications, at any time.

Prices

Prices are subject to change without notice and are quoted in Canadian or US dollars. International orders require cash in advance or a confirmed letter of credit. An order released before a price increase takes effect keeps the lower price; an order released after reflects the price in effect at time of shipment.

Taxes and duties

All prices exclude sales tax, use tax, duties and import fees; these are the customer’s responsibility.

Payment terms and credit approval

Standard terms require payment in advance unless other arrangements have been made. Customers requesting credit terms must be approved before shipment; allow two to three weeks for approval. Late payments are subject to a 1.5% monthly charge (18% annually) or the maximum rate permitted by law, whichever is lower. Insolvency, bankruptcy, a change of ownership or inadequate security may trigger an immediate demand for payment.

Cancellation and change orders

An order may only be revised or cancelled before shipment, and only with Dimonoff’s prior written consent. A cancelled order incurs a 25% cancellation charge. Where collection is pursued through a third party, Dimonoff may recover the associated collection expenses and attorney fees.

Packaging, shipping and risk of loss

Dimonoff selects the shipping method and carrier; the customer pays shipping costs and the cost of any special packaging requested. Risk of loss transfers to the customer upon delivery to the carrier. Dimonoff assumes no responsibility for insurance unless agreed in writing.

All shipments

All items, including warranty exchanges, are invoiced; a credit is issued upon receipt of the defective item. Shipments are F.O.B. Québec, Canada unless otherwise agreed. Customers must file any transportation claim for damage or shortage directly with the carrier.

Freight allowance and transportation claims

Dimonoff selects the carrier and routing for qualifying orders; a customer may arrange an alternate carrier at its own additional cost. Claims for shortage or damage must be filed with the carrier in writing immediately upon receipt — a shortage visible at delivery must be noted on the freight bill, and a concealed shortage reported within 15 days. All claims require an inspection report or a signed delivery receipt from the carrier, submitted within 30 days of the invoice date.

Returns

Only new, unopened product may be returned, and only with a prior Returned Merchandise Authorization. Custom products are non-returnable. Non-stocking customers are subject to a minimum 25% restocking charge plus return freight and duties; stocking customers may have the restocking charge waived for a return made within one year.

Force majeure

Dimonoff is not liable for a failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, government action, shortages, strikes, epidemics, quarantine restrictions, terrorism or transportation delays. Performance timelines are extended accordingly, or the order may be cancelled without liability.

Limited product warranty

Smart wireless lighting nodes: 5 years (extended warranty available). G3+ gateways: 3 years (extended warranty available). MPS parking sensors: 3 years. M1 gateways: 2 years.

For a defective unit, the customer covers return shipping to Dimonoff and Dimonoff covers customs and duties; Dimonoff covers return shipping to the customer’s address and the customer handles any import duties. Repair or replacement is the exclusive remedy. Dimonoff disclaims warranties of merchantability and fitness for a particular purpose beyond what is stated here; liability is capped at the purchase price of the affected product, and incidental, consequential and punitive damages are excluded. The warranty excludes damage from an electrical condition exceeding the product’s specifications or applicable CSA standards.

Limitation of liability

Dimonoff’s total liability on any claim, whatever its form, cannot exceed the purchase price of the specific product giving rise to the claim, and terminates upon expiry of the applicable warranty. Dimonoff is not liable for indirect, special, incidental, consequential or punitive damages, even if advised of the possibility of such damages.

Software and firmware license and warranty

Software and firmware are licensed, not sold, for use with the associated hardware that makes up a smart-city control system. The customer may not modify, decompile, disassemble or reverse-engineer the software or the hardware it runs on. Additional hardware requires an additional software license.

Limited warranty: software and firmware are warranted against defects in materials and workmanship for one year from delivery to the first customer. Within 30 days, a customer may return the software in its original condition for a full refund; otherwise, Dimonoff will repair or replace non-conforming software without charge, or refund the license fee if a timely correction is not feasible.

Dimonoff does not warrant that the software will meet every requirement or operate without interruption or error, and altered software is not covered. Dimonoff is not responsible for the effect of hardware or operating-system changes made after delivery. These warranties supersede all other warranties, oral, written or implied, including merchantability and fitness for a particular purpose; the stated remedies are exclusive, and only an authorized Dimonoff officer may modify this warranty. Liability under this section cannot exceed the license fees paid.

Export control

Sales and the related technology are subject to Canadian and US export-control laws, and may be subject to the export laws of other countries. The buyer is responsible for complying with all applicable export and import requirements and for obtaining any required license, and acknowledges responsibility for any prohibited direct or indirect export.

Entire agreement and general provisions

These terms constitute the entire agreement between the parties and supersede all prior agreements on the same subject; they may only be modified in writing, executed by Dimonoff. A customer may not assign this agreement without Dimonoff’s prior written consent. This agreement binds the parties and their successors, is governed by the laws of Québec without regard to conflict-of-law principles, and the parties consent to the exclusive jurisdiction of the courts of Québec for any dispute.