Terms and conditions OBD Protector
Equipment Contract – General Conditions
This Agreement applies to: (a) persons or entities who obtain the OBD (Diagnostic Port Lock) Protector (“Equipment“) directly from Sherlock Antitheft Marking Inc. (“Sherlock“) or (b) through authorized resellers of the Equipment by Sherlock; (each of the previous entities being a ‘Client‘). For the purposes here of, ‘Agreement‘ means these Terms and Conditions, together with any documents or attachments which are referred to herein or signed by the parties.
1. No additional rights. Customer may only use the Equipment in accordance with Sherlock’s instructions and specifications as from time to time, or as expressly approved by Sherlock in writing, as well as any additional terms expressly specified by the authorized reseller at the time of purchase or otherwise communicated to Customer from time to time. Sherlock reserves all rights not expressly granted under this Agreement. No rights in the Equipment (or any associated intellectual property right) are granted, or may arise by implication, estoppel or otherwise, except as expressly provided herein. The Customer is not allowed to modify, lend, rent, assign or transfer in any way, create derivative works or modify or alter in any way the Equipment, or to do any act in connection with the Equipment not expressly permitted herein, including but not limited to applying excessive or inadequate force to the bolts or other structural components of the Equipment (each of the foregoing, a “Prohibited Act“) without the prior written consent of Sherlock (which may be withheld in Sherlock’s sole discretion), and any attempt to do so will render this Agreement null and void and unauthorized use of the Equipment. The use or installation of the Equipment on any vehicle of a brand that is part of the General Motors Company family (including Chevrolet, Buick, GMC and Cadillac) is prohibited and constitutes a Prohibited Act. It is also the sole and exclusive responsibility of the Customer to ensure that their vehicle is compatible with the Equipment and that the particular make and model thereof are supported by Sherlock at the time of purchase. The Client shall hold Sherlock harmless against any liability, loss or expense, direct or indirect, resulting from a Prohibited Act.
2. Loss, damage or delay. Sherlock shall not be liable for any loss, damage, detention or delay resulting from causes beyond its control (“Force majeure events“) such as natural disasters, national health emergencies, pandemics, fires, floods, explosions, earthquakes or other natural forces, wars, civil unrest, accidents, destruction or other losses, acts, inactions or delays of any government or governmental agency, the absence or failure of means of transport, the absence or failure of the supply of raw materials, strikes or social conflicts, or any other event similar to those listed above. The acceptance of delivery of the Equipment by the Customer constitutes a waiver of any claim for delay.
3. Fonctionnement de l’Équipement ; Limitation d’utilisation ; Indemnisation. Le Client accepte que tout l’Équipement acheté en vertu des présentes Conditions soit utilisé de manière sûre et raisonnable, conformément aux instructions écrites de Sherlock ou du revendeur autorisé et aux fins pour lesquelles l’Équipement a été conçu. Le Client ne peut transférer ou revendre l’Équipement sans l’approbation écrite préalable de Sherlock. Le Client accepte d’indemniser et de dégager Sherlock et ses sociétés affiliées, ses concédants de licence, ses revendeurs et leurs dirigeants, directeurs et employés de toute réclamation, demande, action, cause d’action, jugement et coût, y compris les honoraires raisonnables d’avocat, découlant de ou en relation avec la mauvaise utilisation ou l’utilisation involontaire de l’Équipement par le Client ou son utilisation avec l’équipement d’un autre fabricant.
4. Warranty on the Equipment. Sherlock warrants that the Equipment will be free from defects in material and workmanship which may occur under normal proper use for a period of one (1) year from the date of shipment of the Equipment (“Warranty Period”). The Client must inform Sherlock in writing and as soon as possible of any defect or defect found. The Client shall allow Sherlock access to the Equipment within a reasonable period of time after notification of any defect. In the event that the Customer does not give Sherlock prompt notice of a defect or access to the Equipment within a reasonable time after notification, Sherlock is hereby released from any liability with respect to such defect and subsequent damages, if applicable, resulting from Sherlock’s inability to correct this defect. In the event of Sherlock’s breach of this warranty during the Warranty Period, Sherlock’s sole and exclusive liability to Customer and Customer’s sole and exclusive remedy shall be limited, at Sherlock’s option, to (1) repair or replacement of the Equipment, or (2) the refund of the purchase price paid by the Customer for the Equipment (which may be conditioned on the return of the Equipment.) THE FOREGOING SHALL CONSTITUTE THE SOLE WARRANTY, AND THE SOLE REMEDY IN CASE OF BREACH OF THE WARRANTY, WITH RESPECT TO THE EQUIPMENT AND SUPERSEDES ANY OTHER REMEDY. Warranty service will be performed either on-site, at the point of sale of the Equipment, or at Sherlock’s facilities, as determined by Sherlock in its discretion, during normal Sherlock business hours on weekdays, excluding local and national holidays. The Equipment may contain refurbished components, in which case the previous warranty shall nevertheless apply.
5. Limitations. The warranty set forth in this Agreement does not apply (1) to delays (or failure) in providing any of the services described herein; (2) to the correction of operational problems related to conditions beyond Sherlock’s control; (3) damage, negligence, misuse, alteration or improper operation, unauthorized repair or modification of the Equipment by the Customer (other than the performance of maintenance by the Customer described in user manuals and technical manuals); (4) to operation outside the specifications of the Equipment; (5) to physical, electrical or telecommunications infrastructure external to the Equipment; (6) the use of the Equipment in connection with activators, consumables or other items other than those manufactured and distributed by Sherlock; (7) the use of Equipment in a manner that contravenes any instructions provided by Sherlock or outside of its specifications; (8) the use of Equipment in a manner for which it was not intended; (9) the Equipment that has been moved, repaired or maintained, except by authorized Sherlock personnel; (10) Force Majeure Events (as defined in section 2); (11) used Equipment, unless otherwise expressly provided herein; or (12) any other activity relating to the Equipment outside the scope of this agreement. The warranty only applies to the end user who is the original Customer of the Equipment, and only for as long as the Equipment is used in the country to which it was originally shipped by Sherlock.
6. Service. Unless agreed in writing between the parties, no service is included beyond the Warranty Period. Any service beyond the warranty or services specified herein shall be subject to a separate service contract between the parties (the current version of which may be attached hereto as the “Terms and Conditions of Service”), and will be provided at the rate conditions then in effect.
7. No resale to competitors. Customer acknowledges that the Equipment contains technology which is proprietary to Sherlock or its licensors and that if a competitor (as defined below) obtains the internal specifications which are incorporated into the Equipment, Sherlock or its licensors could suffer significant economic harm. To avoid such economic harm, the Customer undertakes not to sell, assign, lease or otherwise transfer the Equipment to a Competitor without the written consent of Sherlock. The term “Competitor” means any person or entity that engages in, or has or controls a significant interest in, any entity that sells, distributes or manufactures any equipment or product intended for use in the prevention of vehicle theft.
8. Specific disclaimer. SHERLOCK DOES NOT MAKE ANY SPECIFIC REPRESENTATIONS OR WARRANTIES THAT THE EQUIPMENT WILL EFFECTIVELY AND IN ALL CASES PREVENT THEFT OR IN ALL CASES VEHICLE OBD PORT ACCESS AND WILL ENSURE OR PREVENT A VEHICLE FROM BEING STOLEN, DAMAGED OR OTHERWISE TAMPERED WITH. THE EQUIPMENT IS ONLY INTENDED TO SECURE A VEHICLE’S OBD PORT IN ORDER TO ADD AN EXTRA LAYER OF PROTECTION TO DETER THEFT. SHERLOCK CANNOT IN ANY CASE BE HELD LIABLE FOR THE THEFT, DAMAGE OR LOSS OF A CLIENT’S VEHICLE FOLLOWING THE USE OF THE EQUIPMENT BY THE LATTER.
9. General disclaimer. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILFUL MISCONDUCT OR BREACH OF A MATERIAL OBLIGATION OF THE AGREEMENT, NEITHER SHERLOCK NOR ITS LICENSORS NOR ITS AFFILIATES, NEITHER NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS, SHALL BE LIABLE UNDER THIS AGREEMENT AND ANY LEGAL THEORY FOR ANY LOSS OF REVENUE, PROFITS OR EXPECTED CUSTOMERS OR CLIENTS, DAMAGES FOR BUSINESS INTERRUPTION OR INABILITY TO ACHIEVE THE EXPECTED SAVINGS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF USE, LOSS OF CUSTOMERS, THE LOSS OF DATA AND ANY OTHER INCIDENTAL COMMERCIAL OR FINANCIAL LOSS OF ANY KIND WHATSOEVER OR DAMAGES WHICH ARE NOT THE DIRECT AND IMMEDIATE CONSEQUENCE OF HIS/HER ACTIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, AN INVASION OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ALLEGEDLY INFORMED OR HAD REASON TO KNOW, ARISING FROM OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE IN EQUIPMENT FOR ANY PURPOSE.
10. Interpretation and application of laws. This Agreement shall be interpreted and applied in accordance with the laws of the Province of Quebec, Canada, without regard to choice or conflict of law principles. The parties acknowledge the jurisdiction of Québec and these terms of use, as well as any dispute or issue arising therefrom or associated with it (whether a contract or otherwise), shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada that are applicable.
11. Cession. Customer may not assign any rights or delegate any obligations under this Agreement, nor transfer this Agreement, without the prior written consent of Sherlock. Sherlock may assign this agreement to any subsidiary or affiliate of Marquage Antivol Sherlock Inc. without the consent of the Client.
12. Entire agreement. This Agreement contains the entire agreement between Sherlock and the Client and supersedes any prior agreements, written or oral, concerning the subject matter thereof. The terms of this Agreement shall prevail in the event of any inconsistency between this Agreement and the terms and conditions set forth in a sales invoice for Equipment supplied by a reseller.
13. Divisibility. If any provision of this Agreement is found to be unenforceable, it shall not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable under its terms.
14. Modifications. No amendment to this Agreement shall be binding unless agreed in writing and signed by the Client and Sherlock.