General Terms & Conditions (Agreement) for Dealers

Special Order Items:

Accounts may order items not stocked by HPD and follow the Backorder procedure. Special Order Items may not be cancelled without a restocking fee if they are already processed or are en route from the vendor. The restocking fee is 50% of the price of the item. Any Special Order Item not shipped within the hold bin time frame will be charged the restocking fee when the item is released into inventory.

Price Adjustments:

The Account acknowledges that pricing is subject to fluctuations, and HPD reserves the right to adjust pricing until invoicing.

Minimum Advertised Price (MAP):

The Account acknowledges that certain products may be subject to manufacturer MAP and that when purchasing said products, the Account must adhere to the manufacturer's MAP policy. The Account is responsible for verifying if MAP is applicable and the respective manufacturer's MAP policy, including, but not limited to, all guidelines and potential repercussions for failure to adhere to said policy.

Resale Restrictions:

The Account acknowledges that certain products may be subject to manufacturer Resale Restrictions and that, when purchasing said products, the Account must adhere to the manufacturer's Resale Restrictions policy. The Account is responsible for verifying Resale Restrictions, if applicable, and the manufacturer's Resale Restrictions policy, including, but not limited to, all guidelines and potential repercussions for failure to adhere to said policy.

Payment Terms and Title Transfer:

All transactions between the parties shall be conducted in Canadian dollars (CAD). All product remains the property of HPD until paid in full. The timeline for payment, including due dates and payment amounts, will be listed on the respective invoice. Generally, HPD accepts pre-payments made by credit card (Visa & Mastercard) and electronic fund transfer. HPD accepts cheques and electronic fund transfers for clients with terms. Should a cheque bounce for any reason or a chargeback be applied to a credit card payment, HPD will charge the Account CAD $50.00 per occurrence. All overdue Accounts will be charged a 2% interest fee per month. HPD also reserves the right to review the Account's privileges, suspend product shipment and/or cancel unfulfilled orders upon failing to make payment. Further, HPD may consider terminating the Agreement for Cause and reserves the right to pursue all legal remedies available, including, but not limited to, collection efforts through third-party collection agencies or legal action to recover the outstanding balance. Payment terms may be revoked at any time.

Product Returns and Credits:

If the Account is not satisfied with the delivered product, the Account may return the purchased product within 30 days of the product leaving the HPD warehouse. A 15% restocking fee applies. Discontinued products, DBOX products , and Special Order Items may not be returned. The remainder will be credited to the Account for future purchases. For products to be eligible for a return, they must be unopened, unused and in the same condition they were received. Items must be in original packaging with all accessories and tags intact (dealer added labels must be removed, including any residue). The Account is responsible for the cost of return shipping. Return authorization is required before arranging return shipping. To initiate a return, contact sales@hpd.ca. All return packages must contain a packing slip. Upon receipt and inspection, the Account will receive an email notification that HPD has received the returned product and the final credit invoice. Approved credits will be processed within 3-5 business days. Warranty may apply if the product was damaged or defective upon receipt. Refer to the section below.

Warranty:

Warranty on damaged or defective products may apply. HPD services warranty issues if applicable and purchased through HPD. In cases of manufacturer damage or defect, HPD may provide one prepaid shipping label (waybill) per month for most regions in Canada to cover the cost of return shipping, if applicable. Defective batteries must be recycled/disposed of by the Account at their own expense. HPD generally provides credits rather than replacement parts. Replacements are the responsibility of the Account. The Account must follow the HPD warranty policy and procedures outlined at www.hpd.ca.

Intellectual Property Rights:

HPD does not transfer any Intellectual Property Rights with the sale of products distributed by HPD.

Liability:

HPD shall not be liable for any direct, indirect, special, incidental, or consequential damages arising out of, or in connection with, the use of, or inability to use, the products or services provided by HPD. HPD shall not be responsible for any injury, loss, claim, damage, or any special, punitive, indirect, incidental, or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, arising from any use of our products or services.

Indemnification:

The Account agrees to indemnify and hold HPD harmless from any claims, damages, expenses, or other losses arising from the use of HPD's products or services or their violation of this Agreement. The Account agrees to defend, indemnify, and hold HPD harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from, or in connection with, their use of HPD's products or services or their breach of this Agreement.

Limitation of Liability:

HPD's liability to the Account shall be limited to the amount paid by the Account for the product or service purchased from HPD. In no event shall HPD's liability exceed the amount paid by the Account for the product or service purchased from HPD.

General Liability Insurance:

By conducting business with HPD, the Account represents and warrants that it has general liability insurance coverage and will maintain such coverage during the term of this agreement. If the Account fails to maintain the required insurance coverage, it will be considered a material breach of this agreement and may result in termination of this agreement by HPD.

Assignment and Delegation:

The Account shall not assign this Agreement or delegate its duties hereunder without the prior written consent of HPD, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment or delegation violating this clause shall be null and void.

Confidentiality:

Both parties agree to keep all confidential information that is disclosed during the course of this Agreement confidential. "Confidential Information" means any information marked as confidential or that a reasonable person would consider confidential under the circumstances, including, but not limited to, trade secrets, proprietary information, financial information, and customer information.

Both parties agree to use the Confidential Information solely to fulfil their obligations under this Agreement and not to disclose it to any third party without the other party's prior written consent, except as required by law. Each party shall take reasonable measures to protect the confidentiality of the other party's Confidential Information and shall not use the Confidential Information for any purpose other than as expressly permitted by this agreement.

The confidentiality obligations shall not apply to any information that is, or becomes,publicly available through no fault of either party or must be disclosed by law.

Privacy Policy :

The HPD Privacy Policy forms part of this Agreement and may be reviewed at www.hpd.ca.

Method of Notice:

All notices, requests, consents, and other communications under this agreement shall be in writing and shall be delivered by hand, email, or certified or registered mail, return receipt requested.

Right to amend this Agreement:

HPD reserves the right to amend this Agreement at any time, in its sole discretion, by providing written notice of the changes to the Account. Any such changes shall become effective 15 days after the date of the written notice. If the Account does not agree with any changes to this agreement, they may terminate this agreement upon written notice to HPD. The continued use of HPD's products or services after the effective date of any changes to this agreement shall constitute their acceptance of such changes.

Severability:

All paragraphs of this Agreement are severable, and in the event, any of them is found to be invalid, unenforceable, or void by the Court, such sections will be severed, and the remainder of this Agreement shall remain in full force and effect.

Governing Law:

This Agreement shall be deemed to have been made and shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. The Account hereby irrevocably submits to the jurisdiction of the Province of British Columbia courts for any action, suit or any other proceeding arising out of or relating to this Agreement and any additional agreement or instrument mentioned therein or any of the transactions contemplated thereby.

Survival:

The provisions of this Agreement that by their nature should survive termination of this agreement shall survive, including, but not limited to, the sections on Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and Governing Law.