GENERAL TERMS AND CONDITIONS OF SALE OF VAMECA INC.

ARTICLE 1 - GENERAL

This document constitutes the General Terms and Conditions of Sale (hereinafter referred to as the "GTC") of VAMECA INC., 311-455 rue Notre-Dame E Montréal (Quebec) H2Y1C9 Canada, registered with the Quebec Business Registry
under number 1180864051 (hereinafter referred to as "Vaméca").
Vaméca, a corporation duly incorporated under the Quebec Business Corporations Act, with its head office located at 311-455 rue Notre-Dame E Montréal (Quebec) H2Y1C9 Canada.

These GTC apply to all sales and services provided by Vaméca and govern the relationship between Vaméca and the Customer who places an order with Vaméca.

The GTC and the accepted Order, as provided in Article 3 herein, together form the "Contract" binding the Parties. Any order placed with Vaméca implies acceptance by the Customer of these GTC and a waiver of its own general terms and conditions of purchase.

ARTICLE 2 – DEFINITIONS

"Customer" Refers to the identified individual or entity placing an order with Vaméca.

"Contract" Refers to the contract concluded between Vaméca and the Customer governed by these GTC and the terms of the order as accepted by Vaméca.

"Information" Refer to the information of any nature entered and/or generated by the Customer during the execution of the present Contract.

"Delivery" Refers to the moment when Vaméca makes the concerned Product available, which is formalized, if applicable, by a delivery report.

"Product" Refers to all products, materials, and services sold and/or supplied by Vaméca to the client under the Contract.

ARTICLE 3 – ORDERS

Any written or verbal order only becomes final after written confirmation from Vaméca and implies acceptance of these GTC. Any modification thereof must be stipulated in writing in the contractual documents.
However, Vaméca reserves the right not to accept the order.

ARTICLE 4 – ORDER CANCELLATION

No order cancellation will be accepted when the equipment has already been shipped, or for equipment on estimate. In case of cancellation, for any reason whatsoever, we reserve the right to claim damages.

ARTICLE 5 – PRICES AND PAYMENT CONDITIONS

5.1 Prices

All prices indicated in our offers are firm for a period of 30 days from the date of the offer.
Our prices are net, excluding taxes, ex-works, unpackaged equipment.
Packing and transportation are billed extra.
Minimum invoicing: $100 CAD before taxes.

5.2 Invoicing

Invoices are payable by bank transfer within thirty (30) days from the invoice date, net payment without discount, except for special conditions granted following an account opening procedure accepted by Management.
No discount will be granted for early payment.

5.3 Payment Default

Failure to pay an invoice by its due date renders all amounts due immediately payable, even those not yet due. Furthermore, we reserve the right to suspend ongoing production and any delivery until full payment of our debt.

Payment terms cannot be delayed for any reason, even in the event of a dispute.

Delayed payment, either in whole or in part, for any reason, will result in the application of a late penalty at a rate of 15% from the first day of delay following the receipt of a formal notice sent by Vaméca.
Fixed recovery costs of $60 CAD will also be charged as a minimal administrative compensation, without prejudice to any additional recovery action.

ARTICLE 6 – DELIVERY

6.1 Transport

All transport, insurance, customs operations are at the buyer's responsibility, cost, risk, and peril. It is his responsibility to check goods on arrival, and if necessary, to exercise recourse against carriers, even if the shipment was made free of charge.

6.2 Delivery Times

The availability times mentioned in the offers are indicative only. They are confirmed upon receipt of the order and are understood to be excluding transport and holidays. They take effect on the date Vaméca receives all necessary documents for executing the order, as well as any applicable deposit.
No delivery delay can justify an order cancellation, nor penalties or damages.

ARTICLE 7 – INSTALLMENT SALE

Vaméca retains ownership of the sold equipment until full payment of the principal and accessories, in accordance with article 1745 of the Quebec Civil Code.

ARTICLE 8 – TRANSFER OF OWNERSHIP AND RISKS

The risks related to the sold equipment are transferred upon making available, regardless of the payment terms, in accordance with article 1746 of the Quebec Civil Code, which states that "A conditional sale transfers to the buyer the risks of loss of the property unless it is a consumer contract or the parties have stipulated otherwise."

ARTICLE 9 - WARRANTIES

The Products are warranted for a period of twelve (12) months in industrial service.
Our warranty is, in any case, limited to a maximum of eighteen (18) months after making the equipment available.
This warranty is subject to compliance with the instructions given by Vaméca (for storage, installation, commissioning, and maintenance) or, in their absence, with the commonly applied standards of the art for the type of Product concerned.
Finally, this warranty only applies to complete devices: the replacement, for any reason, of parts or subassemblies, shall not extend the warranty beyond the above-indicated term.

For the application of the warranty clause, Vaméca's liability will be exclusively limited, at Vaméca's sole discretion:
- To the outright replacement of all or part of the concerned device,
- To the repair, on-site or in Vaméca's workshops, of parts recognized as defective by Vaméca.

Not covered by the warranty:
- Wear and consumable parts,
- Damages due to abnormal use or under service conditions different from those indicated in the contract and duly accepted by Vaméca,
- Damages resulting from non-compliance with our recommendations or industry standards,
- Consequential or resulting damages from modifications and/or repairs unless we have given prior written agreement,
- Transport costs for defective elements, as well as replacement parts,
- Travel, accommodation, and intervention costs of Vaméca staff.

Vaméca excludes all liability for indirect or unforeseeable damages resulting from defective equipment. It is expressly agreed that Vaméca will not be held responsible for any compensation.

ARTICLE 10 – TECHNICAL DOCUMENTATION

Dimension drawings and maintenance manuals related to the order are provided free of charge, in French, in a single copy, as well as any other potential contractual document.
Additional copies are billable.
All plans and documents remain the exclusive property of Vaméca.

ARTICLE 11 – PERFORMANCE WARRANTY

Where guarantees are given with respect to industrial or economic results, the terms of the commitments are subject to a special agreement between the parties.

ARTICLE 12 – FORCE MAJEURE

Vaméca shall not be liable for delays or failures in the execution of its obligations arising from these GTC or the contracts subordinate thereto, caused by a case of force majeure.
Force majeure events are events outside the control of the parties, unforeseeable and irresistible, and preventing the execution of the Contract. These situations are, without limiting the present list:

• a war;

• a strike;

• a major climatic event;

• flooding, fire;

• an earthquake;

• a health crisis with a local emergency state declared by the authorities.
  In any case, it is expressly provided that a case of force majeure will not automatically lead to the suspension of concluded contracts.
  Thus, the parties commit to:

• Notify the other party of the force majeure event detailing how this event constitutes an unforeseeable and especially irresistible cause preventing the execution of concluded contracts.

• Meet physically or virtually as soon as possible following the notification of the event to consider alternative solutions to the suspension of concluded contracts.

• In the event of proven impossibility of continuing its execution, or in case of disagreement between the parties, the concluded contracts will be suspended for a period of thirty (30) days at the end of which the parties commit to meet again virtually or physically to determine either a new suspension period that cannot exceed ninety (90) days, or to definitively terminate the concluded contracts.

ARTICLE 13 – CONFIDENTIALITY

Each party shall take all necessary measures to preserve the confidentiality of the information that has been or will be communicated by the other party due to the Contract or learned due to its relationships with the other party. Information subject to confidentiality and governed by this commitment includes all direct or indirect information related to the relationship defined by the Contract, regardless of its nature, form, or the concerned party. Each party agrees to keep this information confidential both during the contract term and after its expiration, as long as such information has not fallen into the public domain.

ARTICLE 14 – ASSIGNMENT – SUBCONTRACTING

The Customer may not assign or transfer, for consideration or free of charge, all or part of its rights and obligations under the Contract, without the prior written consent of Vaméca. Any control change operation within the Client's company is considered an assignment.
Vaméca is entitled to use subcontractors to ensure the supply of Products. The choice of these subcontractors is entirely its responsibility.

ARTICLE 15 – PERSONAL INFORMATION

In executing the present, Vaméca may request from the Customer certain personal information for identification purposes. By providing this Information, the Customer expressly agrees to its processing by Vaméca for the execution of the present.
The Parties must comply with industry standards concerning their organization and security regarding IT security and Information, including any mandatory legal provision, notably those set forth by Quebec's Law 25 on Personal Information Protection. Accordingly, Vaméca has implemented necessary and appropriate physical, electronic, and organizational protections to ensure the safety, integrity, and confidentiality of personal Information, specifically to prevent any loss, misuse, damage, destruction, or disclosure of said Information. Vaméca retains personal Information only as long as necessary for the operations for which it was collected, and in strict compliance with the current regulations.

For any questions about the handling of their personal Information or to express any concerns in this regard, the Customer may contact Vaméca at the following address: contact@vameca.ca

ARTICLE 16 – LANGUAGE

The present GTC are drafted in French. In the event they are translated into one or more foreign languages, only the French text will be binding in the event of a dispute.

ARTICLE 17 – SEVERABILITY

In the event of invalidity or unenforceability of any provision of these General Terms and Conditions of Sale, it shall be deemed unwritten, but the other provisions shall retain their full force and scope unless the disputed clause is considered essential and determining for Vaméca’s consent or its nullity disrupts the balance of the Contract between the Parties.

ARTICLE 18 – EVOLUTION

The present GTC are by nature evolutionary. Vaméca remains free to make any modifications to said GTC provided that it informs the Customer in advance by any means. The considered modifications will come into effect thirty (30) days after Vaméca has informed the Customer.

ARTICLE 19 – TOLERANCE

The fact that Vaméca does not exercise at any given time one of the stipulations of these GTC cannot, in any manner, be interpreted as a waiver of its right to do so later, particularly concerning not claiming a payment.

ARTICLE 20 – APPLICABLE LAW – DISPUTE

The Contract binding the parties is governed and interpreted in accordance with the applicable laws in force in the province of Québec, including the applicable laws of Canada. In the event of a dispute related to the present, the Parties agree to engage in prior mediation to reach an amicable agreement and will communicate all necessary information for this purpose.

Failing an amicable settlement of the dispute within three (3) months, the parties agree, for any claim or legal action for any reason, to choose the judicial district of Montreal, Quebec (Canada), as the appropriate place for hearing said claims or legal actions, to the exclusion of any other judicial district, which might have jurisdiction over such dispute, in accordance with the law.

VAMECA INC. – Quebec Provincial Corporation

 NEQ : 1180864051 – GST : 74164 3969 RT0001 – QST : 1232712224 TQ0001
T : +1 450 489 4843 - E : contact@vameca.ca