1) Interpretation
Business Days: Weekdays (Monday to Friday), except for Saturdays, Sundays, and public holidays, when banks in USA are open for business.
Calendar Days: Every day of the year, except for public holidays, including weekends (Saturdays and Sundays).
Conditions: The terms and conditions stated in this agreement.
Contract: The mutually agreed upon terms between M&A IT Tech LLC. and the Customer for the sale and purchase of circuit boards and semiconductor devices, as set forth in these Conditions.
Customer: The individual, business, or organization that buys the Goods from M&A IT Tech LLC.
Goods: The circuit boards and semiconductor devices displayed and offered for purchase on the Website.
Order: The Customer’s online request to buy Goods, placed through the Website’s ordering system.
Specification: The mutually agreed-upon technical details and requirements for the Goods, including any related plans, drawings, and diagrams, as confirmed by the Customer and M&A IT Tech LLC.
1) Construction
The following rules shall apply in the construction and interpretation of these Conditions:
A person refers to any individual, corporation, or organized entity, whether or not it has a separate legal identity.
A reference to a party includes its heirs, successors, assigns, and any other legal representatives or entities that may succeed to its rights and obligations.
A reference to a statute or statutory provision means the applicable law or regulation in the United States, as it may be amended, modified, or re-enacted from time to time.
Terms like ‘including,’ ‘include,’ ‘in particular,’ and similar phrases are used to provide examples, and they do not limit the scope of the words that come before them.
A reference to writing or written includes any communication done through email or fax, in addition to traditional written correspondence.
2) Basis Of Contract
These Conditions constitute the entire agreement between the parties and supersede all prior or contemporaneous terms, conditions, or proposals, whether oral or written, and exclude any terms or conditions implied by law, trade usage, or course of performance.
The Customer’s Order represents an offer to purchase the Goods, subject to these Conditions. The Customer bears the responsibility for verifying the accuracy and completeness of the Order details, including the delivery address and any Specification provided, before
M&A IT Tech LLC’s quotations are valid for a maximum of 24-72 hours from the date of issue, unless otherwise agreed in writing or withdrawn by written or oral notice to the Customer prior to acceptance.
M&A IT Tech LLC reserves the right to accept or refuse any Order in its sole discretion. The Order is not considered accepted until M&A IT Tech LLC explicitly confirms its acceptance in writing or verbally, subject to availability of the Goods. Upon acceptance, the Contract becomes effective and binding.
The Contract represents the complete and exclusive agreement between the parties, superseding all prior negotiations, understandings, and agreements. The Customer acknowledges that it has not relied on any verbal or written statements, promises, representations, assurances, or warranties made by or on behalf of M&A IT Tech LLC, except as explicitly stated in the Contract.
M&A IT Tech LLC’s samples, drawings, descriptions, and advertising materials, including those in its catalogues and brochures, are for illustrative purposes only, providing a general idea of the Goods. They do not constitute part of the Contract and have no legal significance.
M&A IT Tech LLC’s quotations for the Goods are merely indicative and do not constitute a binding offer. The quotation remains valid for a strict period of 15 calendar days from the date of issue, after which it automatically expires.
M&A IT Tech LLC reserves the right to cancel Orders from commercial Customers at its discretion, except when goods are shipped on the same day as the Order. For clarity, a commercial Customer is defined as one purchasing Goods for resale or operating as a business. In contrast, consumer Customers have cancellation rights under the Consumer Protection (Distance Selling) Regulations 2000, which M&A IT Tech LLC will honor.
By using a debit card, credit card, or other payment method to purchase Goods, the Customer confirms that they are the legitimate cardholder or have the cardholder’s authorization. The Customer also warrants that their account has sufficient funds to cover the total cost of the Goods. M&A IT Tech LLC may perform verification and validation checks on the payment card details before accepting the payment.
3) Goods
The Goods are as described in the M&A IT Tech LLC Catalogue, subject to any modifications or additions specified in the applicable Specification.
In cases where M&A IT Tech LLC manufactures or sources Goods based on a Customer-provided Specification, the Customer shall hold M&A IT Tech LLC harmless against all liabilities, costs, expenses, damages, and losses (including indirect, consequential, and reputational losses, plus legal fees and penalties) related to any claims of intellectual property infringement by a third party. This indemnification commitment will remain in effect even after the Contract’s termination.
M&A IT Tech LLC may amend the Specification of the Goods as necessary to conform to any revised statutory or regulatory requirements.
4) Order Specifications
A. Upon notification to the Customer that the Goods are ready, M&A IT Tech LLC will deliver them to the location designated in the Order or a different location agreed upon by both parties (Delivery Location).
B. The delivery of the Goods will be deemed complete upon their arrival at the Delivery Location.
C. Delivery dates provided are estimates only and are not binding. M&A IT Tech LLC is not responsible for delays or incomplete deliveries resulting from unforeseen circumstances (Force Majeure Events) or the Customer’s failure to provide clear delivery instructions or other essential information related to the Goods’ supply.
D. Except as provided in above clause, if M&A IT Tech LLC is unable to deliver the Goods, the Customer may be given the option to either cancel the Order or choose alternative Goods that are available. If the Order was placed in writing, any cancellation must also be confirmed in writing.
E. In the event of M&A IT Tech LLC’s failure to deliver the Goods due to its own fault, its liability will be capped at the amount the Customer spends to procure similar replacement goods at the best available market price, less the original price of the Goods. However, M&A IT Tech LLC will not be responsible for any delivery failure caused by unforeseen circumstances (Force Majeure Events) or the Customer’s failure to provide clear delivery instructions or other essential information related to the Goods’ supply.
F. If the Customer fails to accept or take delivery of the Goods within three Business Days of being notified by M&A IT Tech LLC that the Goods are ready, and such failure is not caused by circumstances beyond M&A IT Tech LLC’s control (Force Majeure Events) or M&A IT Tech LLC’s own breach of contract, then:
- M&A IT Tech LLC shall be deemed to have completed delivery of the Goods at 10:00 a.m. on the third Business Day after notification to the Customer that the Goods were ready for collection.
- If necessary, M&A IT Tech LLC will store the Goods until they can be delivered, and the Customer will be responsible for paying all associated costs and expenses, including insurance fees.
3. M&A IT Tech LLC reserves the right to reorganize delivery of the Goods, with the Customer bearing the associated costs.
G. If the Customer fails to take or accept delivery of the Goods within 10 business days of being notified by M&A IT Tech LLC that they are ready for delivery, M&A IT Tech LLC reserves the right to resell or dispose of the Goods, in whole or in part. After deducting reasonable storage and selling costs, M&A IT Tech LLC will either refund the Customer for any excess amount received or invoice the Customer for any shortfall, relative to the original price of the Goods.
H. M&A IT Tech LLC reserves the right to deliver the Goods in multiple installments, with each installment being invoiced and paid for separately. Each installment shall be considered a separate and distinct contract. If there is a delay or defect in one installment, it shall not grant the Customer the right to cancel or terminate any other installment, which shall remain in full force and effect.
I. The Customer acknowledges that minor variations in dimensions, specifications, and quantities may occur in delivered Goods. In such cases, the Customer shall allow M&A IT Tech LLC a reasonable timeframe to replace and redeliver the affected Goods at M&A IT Tech LLC’s expense, of only affected goods. The Customer retains the right to accept or reject the replacement Goods. If the Customer chooses to reject the replacement Goods, they may cancel the relevant portion of the Order and receive a refund. This refund shall be the Customer’s sole remedy in such circumstances.
J. Except as provided above, the Customer may not reject the entire shipment of Goods if only a portion of the Goods are affected, unless the Order consists of a single item. Additionally, the Customer may not retain possession of both the affected and unaffected Goods as a means of seeking compensation for consequential loss, nor may they withhold payment for any part of the Goods as a remedy. This provision does not prejudice the Customer’s Legal rights.
K. The Customer shall not have the right to reject the Goods if M&A IT Tech LLC delivers a quantity that is up to 5% more or less than the quantity specified in the Order, but M&A IT Tech LLC shall make a proportional adjustment to the invoice upon receipt of notification from the Customer that wrong quantity was delivered.
5) Quality , Warranty and Returns
A) The warranty period shall be as specified by the manufacturer of the Goods’ brand at the time of delivery, typically ranging from 30 days to 10 years, with a standard period of one year. The Goods shall be subject to the terms and conditions of the warranty, as outlined in clause I:
1. Match their described characteristics and meet all relevant specifications.
2. Be generally free from defects in material and workmanship.
3. Meet the standards of satisfactory quality as defined in the Sale of Goods Act 1979.
4. Be suitable for any purpose explicitly stated or implied by M&A IT Tech LLC.
B) Subject to clause C, if the Customer provides written notice to M&A IT Tech LLC within a reasonable timeframe after discovering that some or all of the Goods do not meet the warranty conditions outlined in clause A, during the warranty period;
1. The Customer shall be required to adhere to the manufacturer’s instructions and protocols for processing warranty claims;
2. M&A IT Tech LLC will provide the Customer with the manufacturer’s contact information;
3. Upon request from M&A IT Tech LLC, the Customer shall bear the cost of returning the Goods to M&A IT Tech LLC’s business address;
4. The warranties will be voided if the Customer or its representatives have tampered with, modified, or damaged the Goods in any way, or if the Goods have not been operated in accordance with the manufacturer’s instructions and guidelines.
C) M&A IT Tech LLC shall not be responsible for any failure of the Goods to meet the warranty conditions outlined in clause A in the event of:
1.The Customer uses the Goods again after providing written notice as required by clause B;
2. The defect is caused by the Customer’s failure to adhere to M&A IT Tech LLC’s or the manufacturer’s instructions, whether oral or written, regarding the storage, installation, commissioning, use, and maintenance of the Goods, or to follow standard industry practices where no instructions exist.
3. The defect results from M&A IT Tech LLC’s reliance on the Customer’s supplied specifications, designs, or drawings.
4. The Customer modifies or repairs the Goods without obtaining prior written approval from M&A IT Tech LLC;
5. The defect is caused by reasonable wear and tear, intentional damage, careless handling, or unconventional storage or operating conditions; or
6. The Goods deviate from their described specifications or details due to modifications made to ensure compliance with relevant laws, regulations, or industry standards.
D)Except as explicitly stated in this clause, M&A IT Tech LLC disclaims all liability to the Customer regarding any breach of the warranty specified in clause A, and the Customer’s sole remedy shall be as outlined in this clause.
E)The conditions implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the maximum extent allowable under law, expressly excluded from the Contract.
F)These Conditions shall also apply to any Goods that are repaired or replaced by M&A IT Tech LLC.
G)M&A IT Tech LLC reserves the right, at its sole discretion and subject to the Consumer Protection (Distance Selling) Regulations 2000, to accept the return of unwanted Goods for credit.
H)Within seven days of delivery, goods must be returned with prior written approval from M&A IT Tech LLC, in their original packaging, unopened and in a condition suitable for resale.
I)The following terms shall apply to returns:
- Any faults or defects must be reported to us within 7 days of delivery; Customers are responsible for inspecting and testing the Goods upon delivery and promptly notifying us of any issues.
- M&A IT Tech LLC’s support staff will instruct customers on the preferred method for returning Goods, which may include either arranging for courier collection or shipping the Goods directly to M&A IT Tech LLC via postal delivery.
- M&A IT Tech LLC will not bear the cost of returning Goods that are deemed defective. If a courier collection is arranged, the Customer is responsible for ensuring the Goods are available for collection and must be present to hand them over to the courier.
- A Returns Authorization Number (RMA #) must be obtained from M&A IT Tech LLC’s customer support staff before returning any Goods. This number must be clearly marked on the outer packaging, and no returns will be accepted without it.
- Please use double packaging to ensure the original OEM box and its contents are protected and remain in good condition during shipping.
6) Title and Risk
A) Risk of loss for the Goods shall transfer to the Customer upon delivery, at which point the Customer assumes full responsibility for the Goods.
B) Ownership of the Goods shall remain with M&A IT Tech LLC until the earlier of:
M&A IT Tech LLC receives full payment (in cash or cleared funds) for the Goods and all other outstanding amounts owed by the Customer for other Goods supplied by M&A IT Tech LLC, at which point ownership of the Goods will be transferred to the Customer upon payment of all outstanding sums.
If the Customer resells the Goods, ownership of the Goods will be transferred to the Customer at the time of resale, as specified in clause D.
C) Prior to the passing of title to the Goods, the Customer shall:
I. Store the Goods in a manner that clearly distinguishes them from other goods in the Customer’s inventory, maintaining their identification as M&A IT Tech LLC property.
II. Leave all identifying marks, labels, and packaging on the Goods intact and unaltered, without removing, defacing, or obscuring them in any way.
III. Ensure the Goods remain in good condition and maintain adequate insurance coverage against all risks, equal to their full value, from the date of delivery.
IV. Inform M&A IT Tech LLC promptly if any of the circumstances described in clause B (Termination and Suspension) occur.
V. Supply M&A IT Tech LLC with any requested information related to the Goods, as needed.
D) Except as provided in clause E, the Customer is permitted to resell or use the Goods in the normal course of business before payment is made to M&A IT Tech LLC, but only for that purpose. However, if the Customer resells the Goods prior to making payment:
I. The Customer acts as the principal in any resale or use of the Goods, and not as an agent of M&A IT Tech LLC.
II. Ownership of the Goods is transferred from M&A IT Tech LLC to the Customer immediately prior to the Customer’s resale of the Goods.
E) If any of the events listed in clause B (Termination and Suspension) occur before ownership of the Goods is transferred to the Customer, then, without prejudice to any other rights or remedies available to M&A IT Tech LLC:
I. The Customer’s authority to resell or use the Goods in the ordinary course of business is immediately withdrawn; and
II. M&A IT Tech LLC reserves the right to, at any time:
Require the Customer to immediately return all unused Goods in their possession; and
If the Customer fails to do so, M&A IT Tech LLC reserves the right to enter the Customer’s premises or any relevant third-party location, without prior notice, to repossess the Goods.
7) Price and Payment
A) The price of the Goods shall be determined by the price quoted in the Order or on the Website; or if no price is quoted, the prevailing price listed in M&A IT Tech LLC’s published price list at the time of delivery.
B) Unless otherwise specified in writing, the currency for payment will be Canadian Dollars. The Customer is responsible for all bank charges and other expenses associated with paying the invoice.
C) Unless otherwise agreed in writing, payment terms are by debit or credit card at the time of order.
D) M&A IT Tech LLC reserves the right to increase the price of the Goods by notifying the Customer at any time before delivery, to account for any increases in the cost of the Goods resulting from:
I. Any circumstance beyond M&A IT Tech LLC’s control, including but not limited to: Exchange rate fluctuations, Tax and duty increases, Rising labor costs, Increased cost of materials and manufacturing expenses.
II. Any changes requested by the Customer to: Delivery dates, Quantities or types of Goods ordered, Product specifications.
III. Any delay resulting from: The Customer’s failure to provide M&A IT Tech LLC with complete, accurate, or timely information or instructions.
E) The price of the Goods does not include the additional costs of: Packaging, Insurance, Transport, these costs will be separately invoiced to the Customer.
F) The price of the Goods is VAT-exclusive. The Customer shall pay M&A IT Tech LLC any VAT charges applicable to the supply of the Goods, as shown on a valid VAT invoice.
G) M&A IT Tech LLC reserves the right to invoice the Customer for the Goods at any point, including before, during, or after delivery. Unless otherwise agreed, overnight delivery services will be invoiced at the rates listed on the Website.
H) The Customer must pay the invoice in full, in cleared funds, and in accordance with the written agreement between M&A IT Tech LLC and the Customer. Payment shall be made to the bank account designated by M&A IT Tech LLC. Prompt payment is essential, and the payment period shall be calculated in calendar days.
I) If the Customer fails to make a payment to M&A IT Tech LLC by the due date, they will be charged interest on the outstanding amount at a rate of 3% per annum above the Banks of U.S. base rate, effective from the due date until the date of actual payment. This interest will accrue daily, and the Customer must pay it in addition to the overdue amount, whether payment is made before or after legal judgment.
J) The Customer must pay all amounts due under the Contract in full, without any reductions or withholdings, except as required by law. M&A IT Tech LLC reserves the right to offset any amount the Customer owes against any amount M&A IT Tech LLC owes the Customer, at any time and without limiting its other rights or remedies.
8) Suspension and Termination
A) M&A IT Tech LLC reserves the right to terminate the Contract immediately by providing written notice to the Customer if the Customer experiences any of the events specified in clause B.
B) The following events shall constitute the relevant events for the purposes of clause A:
1. The Customer is in a state of financial distress, as evidenced by:
Suspending or threatening to suspend debt payments, being unable to pay debts as they become due, admitting inability to pay debts, Meeting the insolvency criteria under section 123 of the Insolvency Act 1986 (if a company or limited liability partnership), Meeting the insolvency criteria under section 268 of the Insolvency Act 1986 (if an individual), Having a partner who meets any of the above conditions (if a partnership).
2. The Customer:
Begins negotiations with any or all creditors to restructure debts, Proposes or enters into a compromise or arrangement with creditors (unless, if a company, it’s a solvent amalgamation or reconstruction scheme).
3. The Customer (if a company) is subject to:
A petition, notice, resolution, or order for winding up, Insolvency proceedings, winding up proceedings (excluding solvent amalgamation or reconstruction schemes).
4. The Customer (if a company):
Is subject to a court application or order for the appointment of an administrator, receives a notice of intention to appoint an administrator, has an administrator appointed over it.
5. The Customer (if a company):
Has a qualifying floating charge holder who is entitled to appoint an administrative receiver, has a qualifying floating charge holder who has appointed an administrative receiver.
6. The Customer’s assets are subject to:
A person’s entitlement to receive appointment as a receiver, The appointment of a receiver to manage the assets.
7. The Customer (if an individual):
Is the subject of a bankruptcy petition, has been made the subject of a bankruptcy order.
8. The Customer’s assets are subject to:
Attachment or possession by a creditor or encumbrance, A distress, execution, sequestration, or other legal process, such action is not resolved or discharged within 14 days.
9. The Customer is affected by an event or proceeding in any jurisdiction it is subject to, that has a similar or equivalent effect to any of the events listed in clauses 1 and 5, including but not limited to:
10. The Customer’s business operations are: Suspended or under threat of suspension, Ceased or under threat of cessation, in whole or in significant part.
11. The Customer’s financial situation deteriorates to the point where M&A IT Tech LLC reasonably believes the Customer’s ability to meet its contractual obligations is at risk.
12. The Customer (if an individual) dies, becomes incapacitated, or is deemed unfit to manage their own affairs due to: Illness or disability (mental or physical), Mental health issues, Legal declaration of incapacity.
C) M&A IT Tech LLC may suspend Goods delivery under this Contract or any other contract if:
The Customer is or may be affected by any event listed in clauses B (1) to B (12), the Customer fails to pay any amount due on the scheduled payment date, this suspension is in addition to any other rights and remedies available to M&A IT Tech LLC.
D) Upon termination of the Contract for any reason, the Customer shall settle all outstanding amounts owed to M&A IT Tech LLC, including unpaid invoices and accrued interest, immediately.
E) Upon Contract termination, all accrued rights, remedies, obligations, and liabilities as of the termination date shall remain unaffected and continue to be enforceable, regardless of the termination reason.
F) The Contract’s termination shall not affect the continued applicability of clauses that:
Explicitly or implicitly survive termination, Remain in effect by implication or express agreement.
9) Limitation of Liability
A) These Conditions do not purport to limit or exclude M&A IT Tech LLC’s liability for:
I. M&A IT Tech LLC remains fully liable for any death or personal injury resulting from: Its own negligent acts or omissions, the negligent acts or omissions of its employees, agents, or subcontractors.
II. Fraudulent conduct and Intentional misrepresentation.
III. M&A IT Tech LLC remains fully liable for any breach of the implied terms and conditions set out in section 12 of the Sale of Goods Act 1979.
IV. M&A IT Tech LLC’s liability for Defective products under the Consumer Protection Act 1987.
V. M&A IT Tech LLC shall not be entitled to limit or exclude its liability for any matter where such limitation or exclusion is prohibited by law.
B) M&A IT Tech LLC shall not be liable to the Customer, under any legal theory, including but not limited to:
I. Contract law, Tort law (including negligence), Breach of statutory duty, Any other legal principle. for any Loss of profits, Indirect losses, Consequential losses, arising from or related to the Contract.
II. M&A IT Tech LLC’s aggregate liability to the Customer for all losses, damages, or expenses arising from or related to the Contract, whether based on:
Contract law (including shipping costs), Tort law (including negligence), Breach of statutory duty, any other legal principle, shall be capped at an amount not exceeding the total price paid for the Good, specified in the Order to which the liability relates.
10) Force Majeure
Neither party shall be held responsible for any failure or delay in fulfilling its obligations under the Contract if such failure or delay is caused by circumstances beyond their reasonable control, including but not limited to: Unforeseen or unavoidable events, Industrial disputes, such as strikes or lockouts, Failure of energy sources or transport networks, Acts of God or natural disasters, War, terrorism, riot, or civil commotion, Government interference or military action, Calamities of national or international scope, Armed conflict or malicious damage, Accidents or breakdowns of plant or machinery, Contamination or environmental disasters, Sonic boom, explosions, or collapse of building structures, Fires, floods, storms, earthquakes, or loss at sea, Epidemics or similar events, Default of suppliers or subcontractors, Such events shall be considered Force Majeure Events, and shall excuse the affected party’s performance to the extent of the failure or delay caused by the event.
11) Trade Names and Trade Marks
Please note that trade names and marks on our products may not always indicate the actual manufacturer. They may represent general systems or machines associated with the products. If you require a specific manufacturer for a component, please confirm with us before purchasing, as we cannot guarantee the manufacturer’s identity based solely on the trade name or mark.
12) General
A) Assignment and other dealings
I. M&A IT Tech LLC reserves the right to assign, transfer, pledge, encumber, subcontract, or otherwise deal with its rights and obligations under the Contract, in whole or in part, at any time, without notice or consent from the Customer.
II. Any attempt by the Customer to assign, transfer, mortgage, charge, subcontract, or deal in any other manner with its rights and obligations under the Contract, without the prior written consent of M&A IT Tech LLC, shall be null and void, and of no legal effect.
B) The Customer agrees to refrain from approaching, hiring, or engaging any M&A IT Tech LLC personnel, either during their employment or within six months of their departure, without M&A IT Tech LLC’s explicit written consent. Any violation of this agreement will result in the Customer paying a fee equal to 26 weeks of the hired person’s remuneration, as compensation for the introduction.
C)
Notices
I. All notices and communications related to the Contract must be in writing and addressed to the respective party’s registered office (for companies) or principal place of business (for others), or to any alternative address designated by that party in accordance with this clause. Notices may be delivered personally, sent by first-class mail (or equivalent), commercial courier, fax, or email, and shall be deemed effective upon receipt.
II. A notice or communication shall be considered received:
If delivered in person, at the time of delivery to the address specified in clause B, if sent by first-class mail or next-day delivery service, at 9:00 a.m. on the second business day after posting, if delivered by commercial courier, upon signing the courier’s delivery receipt, if sent by fax or email, on the next business day after transmission.
III. This clause shall not apply to the service of legal documents, including court proceedings, subpoenas, or other legal notices, which shall be served in accordance with the relevant legal requirements and procedures.
D)
Severance
In the event that any provision or part-provision of the Contract is held to be invalid, illegal, or unenforceable, it shall be modified to the extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions of the Contract, which shall remain in full force and effect.
If one party notifies the other that a provision or part-provision of this Contract may be invalid, illegal, or unenforceable, the parties agree to engage in good-faith negotiations to amend the provision. The goal of the amendment shall be to create a legal, valid, and enforceable provision that, to the maximum extent possible, achieves the same commercial intent and result as the original provision.
E)
Waiver
A waiver of a right or remedy under the Contract or law must be made in writing to be effective. A waiver shall not be implied by a party’s failure to exercise a right or remedy, nor shall it apply to future breaches or defaults. The exercise of a right or remedy, whether in part or in whole, shall not limit a party’s ability to exercise that or any other right or remedy in the future.
F)
Third Party Rights
The Contract does not confer any rights on individuals or entities that are not parties to the Contract, and such third parties shall not have any enforceable rights under the Contract.
G)
Variation
Any changes to the Contract, including the addition of new terms and conditions, shall be invalid unless they are made in writing and explicitly agreed to by M&A IT Tech LLC through a signed document. No verbal or implied modifications shall be recognized.
H)
Governing Law
The Contract, and any disputes or claims related to its terms, subject matter, or formation (including non-contractual disputes or claims), shall be governed by and interpreted in accordance with Canadian law, subject to the provisions of clause I.
I)
Jurisdiction
The parties hereby agree that any dispute or claim arising from or related to the Contract, its subject matter, or its formation (including non-contractual disputes or claims) shall be resolved exclusively through the courts of USA, to which jurisdiction the parties irrevocably submit.
J)
Mediation
In the event of a dispute arising under or in connection with this Contract, M&A IT Tech LLC and the Customer agree to attempt to resolve it through mediation in accordance with the USA ADR Model Mediation Procedure. Unless otherwise agreed, the mediator shall be appointed by USA ADR. The mediation shall take place in USA, and the language of the proceedings shall be English. The Mediation Agreement shall be governed by and construed in accordance with Canadian law. If the dispute is not resolved through mediation within 14 Business Days from the commencement of the mediation or such extended period as agreed in writing by the parties, either party may proceed to litigate in accordance with clauses H and I.