Terms and conditions

The conditions of sale of products (the "  Terms & Conditions  ») Are the only ones that govern the sale of Simena Entreprise inc. to the buyer named on the applicable purchase order ("  Buyer  "). However, if a written contract signed by both parties covers the sale of the products covered by this ("  Contract  ”), The terms of said contract will prevail to the extent that they are inconsistent with these Terms. The order form (with the Conditions and the contract, if applicable, the "  OK  ») Constitute the whole of the agreements between the parties, and supplement all understandings, previous or contemporary agreements, negotiations, representations and guarantees, as well as communications, written or oral. The Agreement prevails over the general conditions of purchase. The execution of the buyer's purchase order does not constitute acceptance of the Terms and Conditions by the buyer and does not serve to modify or modify this agreement.

  1. DEFINITIONS

    1. "  Purchase order  "Means a written purchase order or other written offer to purchase Products submitted by Buyer to Seller, which includes a description of the Products, quantity, requested delivery date, address and contact information.

    2. Price means the price stated in the Agreement or if no price is stated in said Agreement, the price stated in Seller's price list, including adjustments (if any) in accordance with the Agreement, at the exclusion of taxes, shipping and insurance.

    3. The "  price list  Means Seller's standard price offered for the sale of the Products, as amended from time to time by Seller in Seller's sole discretion.

    4. "  Products  Means the equipment (including any software incorporated therein), parts, materials, supplies and other goods identified in the purchase order, quotation or purchase order.

    5. "  Specification  Means the description posted by the seller of the product, features and functions form, including the description provided on the seller's website.

  2. PURCHASE ORDERS; INSPECTION

    1. The buyer issues purchase orders or requests for quotes to the seller by e-mail, EDI (electronic data interchange) or any other format agreed between the parties. Unless otherwise specified in the quotation, Seller's quotation expires thirty (30) days from its date and may be amended or withdrawn by Seller prior to receipt of buyer's acceptance. Upon buyer's acceptance of a quote, the seller will treat the quote as a purchase order. Seller may accept or reject any purchase order, in whole or in part, at its sole discretion, unless the quotation is timely accepted by Buyer, in which case Seller will be deemed to have accepted the 'purchase order. The buyer may not modify or cancel a purchase order once accepted by the seller without the written consent of said seller. All quotes and seller's order, confirmations are subject to these Terms and the parties' written contract, if applicable.

    2. The buyer is deemed to have accepted the products at the time of delivery unless the buyer notifies the seller in writing of his rejection or revocation of acceptance of the product within five (5) days of receipt. by the buyer and provide such written evidence or other documents required by the seller. Seller, upon such notice from Buyer, may, in its sole discretion, (i) replace its nonconforming products with other conforming products, or (ii) credit or refund the price of its nonconforming products, with reasonable shipping and handling charges incurred by buyer under this agreement. Buyer must ship, at Seller's expense and Seller's risk of loss, the replaced products to the shipping address specified in the original order. At all times, the buyer and seller are required to comply with the provisions of the Consumer Protection Act (LQ c. P-40.1) and its related provisions.

  3. PRICE ; PAYMENT

    1. Unless stated otherwise in the contract, quote or order confirmation, the seller may increase the price of any product at any time. Buyer must pay Seller for the products and all invoiced amounts in Canadian dollars, within thirty (30) days of invoice issuance. For each calendar month, or fraction thereof, if such payment is not made, the purchaser shall pay a finance charge calculated at the rate of 1.5% per month on the overdue unpaid balance. Buyer is responsible for and shall pay all required fees, costs and expenses of Seller's attorneys in any legal claim filed against Buyer to enforce the Agreement or to collect monies due, including costs of execution of the seller's judgment.

  4. DELIVERIES; TRANSFER OF TITLE; RISK OF LOSS; STORAGE

    1. The buyer will pay all delivery charges and shipping costs. Partial deliveries are permitted. The seller can deliver products before the delivery schedule. Delivery times are approximate and not guaranteed.

    2. Title and risk of loss of the products shall pass to the purchaser upon delivery of the products by the seller to the buyer's agent or to a common carrier.

    3. If any products to be delivered under this agreement cannot be shipped or received by Buyer when ready due to any cause attributable to Buyer or its agents, Seller may ship, if there is takes place, the products at a storage facility. If the seller puts the products in storage, the following application  is made on the purchase order: (i) Title and risk of loss pass immediately to the buyer, if not already done, and delivery is deemed to have taken place; (ii) all amounts otherwise payable to Seller on delivery or shipment become due; (iii) all expenses and charges incurred by Seller related to warehousing are payable by Buyer upon presentation of invoices to Seller; and (iv) when conditions permit and upon payment of all amounts due, Seller will make the Products available to Buyer for delivery.

  5. LIMITED WARRANTY

    1. For the period of ninety (90) days following delivery of the products (the warranty), the seller warrants to the buyer that at the time of shipment, the products (i) one of the specifications of the seller or the express warranties that accompany the products or are accepted in writing by the parties and (ii) must not be falsified or be in violation of the laws and regulations in force in the Province of Quebec or other laws in the jurisdiction in which the products are delivered; provided, however, that the seller cannot be held responsible for any breakage caused by the handling or packaging of the Products by the Buyer.

    2. In the event that a product does not comply with the warranty, the seller must, at its sole option, repair or replace the non-conforming product at no cost to the buyer; or issue a refund or credit to the buyer for the purchase price thereof. This warranty does not apply to any product that has been used with unapproved components or to any product that has been customized or modified, damaged, reused or misused.

    3. Seller is not responsible for breach of warranty unless  : (i) Buyer gives written notice of the nonconformity, reasonably described, to Seller within thirty (30) days of delivery of the Products; (ii) Seller receives the opportunity after receiving notice to examine such Products and Buyer (at Seller's request) returns such products to Seller's place of business at Seller's expense; and (iii) Seller reasonably verifies Buyer's claim that the products are nonconforming products.

    4. The seller is not responsible for a breach of warranty if  : (i) the Buyer makes any other use of these products after giving such notice; (ii) the non-conformity is due to the fact that the buyer has not followed the oral or written instructions of the seller regarding the storage, installation, commissioning, use or maintenance of the products; or (iii) Buyer modifies, repairs, or performs tests to evaluate such products without Seller's prior written consent.

  6. LIMITATION OF LIABILITY

    1. Seller's total liability to buyer for all claims of any kind, other than those arising from warranty, shall not exceed (i) the price received by Seller for the affected Product, or (ii) if the Buyer places multiple orders under the Agreement, the price of each particular order for all claims arising out of or related to that order, or (iii) ten thousand Canadian dollars (  10  000.00  $) for all claims that are not related to a particular order or product.

    2. Seller is not liable to Buyer for any loss of profit or income, loss of use of equipment or systems, business interruption, cost of replacement energy, the capital cost, downtime costs, increased operating costs or for any direct, exemplary or punitive damages in all circumstances.

    3. Any liability of the seller ends upon the expiration of the applicable warranty period, provided that the buyer can continue to enforce a claim for which he has given notice before that date by commencing an action or an arbitration case. , if applicable under this agreement, before the expiration of any limitation period or other legal time limit, but in no case later than one year after the expiration of this warranty period. All this, subject to the provisions of the Consumer Protection Act.

    4. If Buyer supplies products to a third party or uses products at a facility owned by a third party facility, Buyer shall either (i) indemnify and defend Seller from and against any and all claims and liability to such third party exceeding the limits set out in this section 6, or (ii) require the third party to agree, in the interests of the Seller, to have been bound by all the limitations included in this section 6.

    5. For the purposes of this Section 6, the term "  Seller  Means vendor, its affiliates, subsidiaries, subcontractors and suppliers at all levels, and their respective employees. The limits of this article 6 apply, whether a claim is based on the contract, guarantee, compensation for extra-contractual or extra-contractual liability (including negligence), strict liability or otherwise, whether foreseeable or not, and prevails. over any contradictory period.

  7. COMPLIANCE WITH LAWS, CODES AND STANDARDS

    1. The Buyer must comply with all laws applicable to its marketing, promotion, resale, distribution, storage, transportation, disposal and post-market surveillance of the products, and comply with all applicable trade control, import and export laws and regulations.

  8. HEALTH AND SAFETY ISSUES

    1. Buyer shall immediately notify Seller in writing upon becoming aware of any reports of adverse events or other complaints alleging deficiencies relating to the identity, quality, durability, reliability, safety, efficacy or performance of any product purchased by the buyer under this agreement. Buyer must provide Seller with all information reasonably requested by Seller regarding such report or complaint, including, without limitation, the name of the complainant, the nature of the complaint and the part numbers and numbers affected, Buyer shall promptly investigate and monitor all such reports and complaints and keep Seller informed of the status and results of Buyer's investigation. The Buyer must keep complete and accurate records relating to any adverse event report, complaint or investigation relating to the Product.

    2. The Buyer represents and warrants that he will not sell or distribute the Products in the jurisdiction or territory until the Buyer has obtained all licenses, approvals, permits and authorizations required by the laws and regulations of that jurisdiction. or of this territory; and further, provided that such sale or distribution does not violate any law in force in the Province of Quebec.

  9. COMPENSATION

    1. To the fullest extent permitted by law, Buyer will defend, indemnify and indemnify Seller, its subsidiaries, subsidiaries, successors and assignments, and their respective directors, officers, shareholders and employees, from and against any loss, injury, death. , damages, liability, claim, breach, action, judgment, interest, indemnity, penalty, fine, cost, charges (including import and export duties), or expenses (including, but not limited to, Seller's legal fees and expenses) (collectively / claims) arising out of or in connection with the actions or inactions of Buyer or its employees or agents, including, but not limited to  : (i) any misuse or modification of the products by the Buyer, its employees or agents; (ii) any act or omission by the buyer, its employees or agents in violation of any safety procedures or instructions that the seller provides in connection with the products; (iii) failure to store or maintain products in accordance with said procedures or instructions; (iv) The misuse of any intellectual property rights accompanying the Products; and (v) Unauthorized disclosure of Seller's confidential information.

  10. ASSURANCE

    1. Buyer shall maintain commercial general liability insurance or equivalent to provide coverage for completed transactions, contractual liability insurance against all liabilities assumed herein, including any of Seller's property, care, custody or control of the 'Buyer; bodily injury, including death, bodily injury and property damage, up to a single combined limit of 1  000  000.00  $ per event. Upon request, Buyer shall provide Seller with insurance cover notes confirming the existence of the foregoing coverages and naming Seller as an additional insured and loss beneficiary.

  11. FORCE MAJEURE

    1. Seller is not liable or considered to be in breach of its obligations under this Agreement to the extent that Seller's performance is delayed or prevented, directly or indirectly beyond its reasonable control, including, without limitation, natural disasters, armed conflicts, acts or threats of terrorism, epidemics, strikes or other labor disturbances, or omissions by any government authority or Buyer's or Buyer's contractors or suppliers. If such an event occurs, Seller's performance time is extended by time lost due to the event plus additional time that may be required to overcome the effect of the event. In case of acts or omissions of the Buyer or its contractors or suppliers cause the delay. The seller is also entitled to a fair price adjustment.

  12. GOVERNING THE LAW AND SETTLEMENT OF DISPUTES

    1. This agreement is governed and interpreted in accordance with the laws in force in the Province of Quebec. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods ("  CISG  ”) Does not apply to this Agreement, nor to any other aspect of the relationship between the parties and the application of the CISG is expressly denied and excluded.

    2. The Buyer irrevocably and unconditionally accepts that it will not bring any action, dispute or any kind of any kind against the other party that arises in any way from the Agreement or the contemplated transactions. hereby, in any forum other than a competent court in the judicial district of Quebec. Each party further agrees that a final judgment in any such action, dispute or proceeding is conclusive and may be enforced in other jurisdictions by continuation of judgment or in any other manner law.

  13. GENERAL CLAUSES

    1. Seller may assign, in whole or in part, to any of its affiliates, or may assign any of its accounts receivable under this Agreement to any party without Buyer's consent. Buyer agrees to perform any documents that may be necessary to fulfill Seller's Assignment or Novation. The Seller may subcontract all or part of its functions under this agreement, as long as the Seller remains responsible for its performance. Buyer's delegation or assignment of all or all of its rights or obligations under the Agreement without Seller's prior written consent (the consent of which must not be unreasonably withheld) will be void.

    2. If any provision of the Agreement is held to be invalid, illegal or unenforceable in such invalidity, the illegality or unenforceability will not affect any other provision of this agreement. The parties will endeavor to replace any invalid, illegal or unenforceable provision with a new provision which achieves substantially the same practical provision and economic effect and is valid, legal and enforceable.

    3. The following items will survive termination or cancellation of the Agreement  : 1,2.2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13.

    4. The Agreement represents the entire agreement between the parties on the subject hereof. No oral or written representation or warranty of this agreement is binding on either party. Rights, remedies and obligations arising out of or relating to products sold under this Agreement are the rights, remedies and obligations set forth in this Agreement. No modification, amendment, incision or waiver is binding on either party, unless agreed in writing.

    5. This agreement is only in the best interests of the parties, and no third party has the enforcement of any provision of this agreement.