GENERAL TERMS AND CONDITIONS OF SALE OF VAMECA INC.
ARTICLE 1 - GENERAL PROVISIONS
This document constitutes the General Terms and Conditions of Sale (hereinafter referred to as the " Terms ") of VAMECA INC., 311-455 Notre-Dame St E Montreal (Quebec) H2Y1C9 Canada, registered with the Registraire des entreprises du Québec
under number 1180864051 (hereinafter referred to as " Vameca ").
Vameca is a joint-stock company duly incorporated under the Business Corporations Act (Quebec), with its registered office located at 311-455 Notre-Dame St E Montreal (Quebec) H2Y1C9 Canada.
These Terms apply to all sales and services provided by Vameca and govern the relationship between Vameca and the Client placing an order with Vameca.
The Terms and the accepted Order, as provided for in Article 3 hereof, together constitute the " Agreement " binding the Parties. Any order placed with Vameca implies the Client's acceptance of these Terms and waiver of its own general purchasing conditions.
ARTICLE 2 – DEFINITIONS
« Client » Refers to the identified natural or legal person placing an order with Vameca.
« Agreement » Refers to the contract concluded between Vameca and the Client governed by these Terms and the conditions of the order as accepted by Vameca.
« Information » Refers to information of any nature entered and/or generated by the Client during the performance of this Agreement.
« Delivery » Refers to the moment when Vameca makes the relevant Product available, which is formalized, where applicable, by a delivery receipt.
« Product » Refers to all products, equipment, and services sold and/or provided by Vameca to the client under the Agreement.
ARTICLE 3 – ORDERS
Any written or verbal order becomes final only after written confirmation from Vameca and implies acceptance of these Terms. Any modification thereof must be stipulated in writing in the contract documents.
However, Vameca reserves the right to decline any order.
ARTICLE 4 – ORDER CANCELLATION
No order cancellation will be accepted once the equipment has already been shipped, or for custom-engineered equipment quoted on specification. In the event of cancellation, for any reason whatsoever, we reserve the right to claim liquidated damages.
ARTICLE 5 – RATES AND PAYMENT TERMS
5.1 Pricing
All prices indicated in our proposals are firm for a period of 30 days from the date of the offer.
Our prices are net, excluding taxes, Ex-Works (EXW), unpackaged equipment.
Packaging and shipping fees are invoiced extra.
Minimum billing amount: $100 CAD before taxes.
5.2 Invoicing
Invoices are payable by wire transfer within thirty (30) days from the invoice date, net and without discount, unless special conditions are granted following a credit account creation approved by Management.
No early payment discount will be granted.
5.3 Default of Payment
Failure to pay any invoice on its due date makes all outstanding balances immediately due and payable, even those not yet matured. Furthermore, we reserve the right to suspend running production and all deliveries until full payment of our receivable is received.
Payment terms cannot be delayed for any reason whatsoever, even in the event of a dispute.
Late payment, in whole or in part, for any reason whatsoever, will result in the application of a late payment penalty at a rate of 15% starting from the first day of delay following receipt of a formal notice sent by Vameca.
An administrative recovery fee of $60 CAD will also be charged as minimal administrative compensation, without prejudice to any additional collection actions.
ARTICLE 6 – DELIVERY
6.1 Shipping
All transport, insurance, and customs operations are at the expense, risk, and peril of the buyer. It is the buyer's responsibility to inspect the goods upon arrival and, if necessary, to lodge claims against the carriers, even if the shipment was made pre-paid or CIP/DAP.
6.2 Lead Times
Lead times mentioned in the offers are provided for advisory purposes. They are confirmed upon receipt of the order and are exclusive of transport transit times and statutory holidays. They take effect on the date when Vameca receives all documents necessary for the performance of the order, as well as any applicable deposit.
No delivery delay shall justify an order cancellation, nor shall it give rise to penalties, indemnities, or damages.
ARTICLE 7 – CONDITIONAL SALES AGREEMENT
Vameca retains title and ownership of the equipment sold until actual payment of the full price in principal and interest is received, in accordance with Section 1745 of the Civil Code of Quebec.
ARTICLE 8 – TRANSFER OF TITLE AND RISKS
Risks related to the equipment sold are transferred upon availability for shipment, regardless of the payment terms, in accordance with Section 1746 of the Civil Code of Quebec, which provides that " An instalment sale transfers to the buyer the risk 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 under industrial service conditions.
Our warranty is limited, in any event, to a maximum of eighteen (18) months after the equipment is made available for shipment.
This warranty is subject to strict compliance with the storage, installation, commissioning, and maintenance instructions provided by Vameca, or, in their absence, commonly accepted industry best practices for the type of Product involved.
Furthermore, this warranty only applies to complete units: the replacement, for any reason, of parts or sub-assemblies shall not extend the warranty beyond the original term specified above.
For the application of this warranty clause, Vameca's liability shall be strictly limited, at Vameca's sole discretion, to:
- The pure and simple replacement of all or part of the equipment concerned,
- The repair, on-site or at Vameca's workshops, of parts recognized as defective by Vameca.
The warranty does not cover:
- Wear and tear parts and consumables,
- Damage due to abnormal use or operation under service conditions different from those specified in the contractor profile and duly accepted by Vameca,
- Damage resulting from non-compliance with our recommendations or industry standards,
- Damage consecutive to or resulting from unauthorized modifications and/or repairs, except where prior written consent has been granted by Vameca,
- Shipping costs of defective components and replacement parts,
- Travel, accommodation, and labor costs of Vameca's technical staff.
Vameca excludes all liability for any indirect, special, or consequential damages resulting from defective equipment. It is expressly agreed that Vameca shall not be liable for any indemnity.
ARTICLE 10 – TECHNICAL DOCUMENTATION
Dimensional drawings and maintenance manuals related to the order are provided free of charge, in the French language, in a single copy, along with any other contract documents.
Additional copies will be invoiced.
All drawings and documents remain the exclusive property of Vameca.
ARTICLE 11 – PERFORMANCE WARRANTY
Where performance warranties are given regarding industrial or economic results, the terms of such commitments shall be subject to a specific written agreement between the parties.
ARTICLE 12 – FORCE MAJEURE
Vameca shall not be liable for delays or failures to perform its obligations under these Terms or related contracts, caused by a force majeure event.
Force majeure events are unpredictable, unavoidable, and irresistible circumstances beyond the parties' control, having the effect of preventing the execution of the Agreement. These situations include, but are not limited to:
war;
strikes and labor disputes;
major severe weather cases;
floods, fires;
earthquakes;
health crises with local states of emergency decreed by the authorities.
In any event, it is expressly agreed that a force majeure event shall not result in the automatic suspension of executed contracts.The parties commit to:
Notify the other party of the force majeure event, detailing how this event constitutes an unpredictable and irresistible impediment to the execution of the executed contracts.
Meet physically or virtually as soon as possible after notification to consider alternative solutions to the suspension of the contracts.
In the event of a proven impossibility to continue execution, or in the event of disagreement between the parties, the contracts shall be suspended for a period of thirty (30) days, after which the parties commit to meet again virtually or physically to determine either a new suspension period not exceeding ninety (90) days or to permanently terminate the contracts.
ARTICLE 13 – CONFIDENTIALITY
Each party shall take all necessary measures to preserve the confidentiality of information disclosed by the other party under the Agreement or encountered during their business relationship. Confidential Information is defined as all information, regardless of nature, form, or source, relating directly or indirectly to the business relationship defined in the Agreement. Each party agrees to keep this information strictly confidential both during the term of the Agreement and after its expiration, for as long as this information has not entered the public domain.
ARTICLE 14 – ASSIGNMENT AND SUB-CONTRACTING
The Client cannot assign or transfer, in whole or in part, for consideration or free of charge, its rights and obligations under the Agreement without the prior written consent of Vameca. Any change of control of the Client's company is considered an assignment.
Vameca is entitled to use sub-contractors to supply the Products. The selection of these sub-contractors remains under its sole responsibility.
ARTICLE 15 – PERSONAL INFORMATION
Within the scope of executing these Terms, Vameca may occasionally request certain personal information from the Client for identification purposes. By providing this Information, the Client expressly consents to its processing by Vameca for the purpose of executing these Terms.
The Parties shall comply with high industry standards regarding IT security and Information privacy, particularly mandatory legal provisions such as those stipulated by Quebec's Law 25 on the protection of personal information. Therefore, Vameca has implemented the physical, electronic, and organizational protection measures necessary to ensure the security, integrity, and confidentiality of personal Information, precisely to prevent loss, misuse, damage, destruction, or unauthorized disclosure. Vameca only retains personal information for the duration necessary for the operations for which it was collected, complying strictly with current provincial regulations.
For any questions regarding the processing of personal Information or to express concerns, the Client may contact Vameca at the following address: contact@vameca.ca
ARTICLE 16 – LANGUAGE
These Terms are drafted in the French language. In the event that they are translated into one or more foreign languages, only the French text shall prevail in the event of any dispute.
ARTICLE 17 – SEVERABILITY
In the event that any provision of these General Terms and Conditions of sale is deemed invalid or unenforceable, such provision shall be deemed omitted, but the remaining provisions shall retain their full force and scope, unless the disputed clause is considered by Vameca as essential and vital to its consent, or if its invalidity disrupts the fundamental contractual balance between the Parties.
ARTICLE 18 – AMENDMENTS AND EVOLUTION
These Terms are subject to change. Vameca remains free to make any amendments to the Terms, provided it informs the Client beforehand by any appropriate means. The changes in question shall take effect thirty (30) days after Vameca has informed the Client.
ARTICLE 19 – TOLERANCE
The fact that Vameca does not enforce any provision of these Terms at any given time shall not, under any circumstances, be interpreted as a waiver of its right to enforce it subsequently, particularly regarding unpaid balances.
ARTICLE 20 – GOVERNING LAW AND JURISDICTION
The Agreement binding the parties is governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. In the event of any dispute relating to these Terms, the Parties agree to initiate preliminary mediation with a view to reaching an amicable solution, and shall exchange all necessary information in good faith.
Failing an amicable resolution within three (3) months, the parties agree that for any legal claim or suit, for any reason whatsoever, the judicial district of Montreal, Quebec (Canada), shall be chosen as the appropriate forum for the hearing of said claims or suits, to the exclusion of any other judicial district that might otherwise have jurisdiction over such dispute by law.
VAMECA INC. – Provincial Joint-stock corporation (Quebec)
NEQ : 1180864051 – GST : 74164 3969 RT0001 – QST : 1232712224 TQ0001
T : +1 450 489 4843 - E : contact@vameca.ca
GENERAL TERMS AND CONDITIONS OF SALE OF VAMECA INC.
ARTICLE 1 - GENERAL PROVISIONS
This document constitutes the General Terms and Conditions of Sale (hereinafter referred to as the " Terms ") of VAMECA INC., 311-455 Notre-Dame St E Montreal (Quebec) H2Y1C9 Canada, registered with the Registraire des entreprises du Québec
under number 1180864051 (hereinafter referred to as " Vameca ").
Vameca is a joint-stock company duly incorporated under the Business Corporations Act (Quebec), with its registered office located at 311-455 Notre-Dame St E Montreal (Quebec) H2Y1C9 Canada.
These Terms apply to all sales and services provided by Vameca and govern the relationship between Vameca and the Client placing an order with Vameca.
The Terms and the accepted Order, as provided for in Article 3 hereof, together constitute the " Agreement " binding the Parties. Any order placed with Vameca implies the Client's acceptance of these Terms and waiver of its own general purchasing conditions.
ARTICLE 2 – DEFINITIONS
« Client » Refers to the identified natural or legal person placing an order with Vameca.
« Agreement » Refers to the contract concluded between Vameca and the Client governed by these Terms and the conditions of the order as accepted by Vameca.
« Information » Refers to information of any nature entered and/or generated by the Client during the performance of this Agreement.
« Delivery » Refers to the moment when Vameca makes the relevant Product available, which is formalized, where applicable, by a delivery receipt.
« Product » Refers to all products, equipment, and services sold and/or provided by Vameca to the client under the Agreement.
ARTICLE 3 – ORDERS
Any written or verbal order becomes final only after written confirmation from Vameca and implies acceptance of these Terms. Any modification thereof must be stipulated in writing in the contract documents.
However, Vameca reserves the right to decline any order.
ARTICLE 4 – ORDER CANCELLATION
No order cancellation will be accepted once the equipment has already been shipped, or for custom-engineered equipment quoted on specification. In the event of cancellation, for any reason whatsoever, we reserve the right to claim liquidated damages.
ARTICLE 5 – RATES AND PAYMENT TERMS
5.1 Pricing
All prices indicated in our proposals are firm for a period of 30 days from the date of the offer.
Our prices are net, excluding taxes, Ex-Works (EXW), unpackaged equipment.
Packaging and shipping fees are invoiced extra.
Minimum billing amount: $100 CAD before taxes.
5.2 Invoicing
Invoices are payable by wire transfer within thirty (30) days from the invoice date, net and without discount, unless special conditions are granted following a credit account creation approved by Management.
No early payment discount will be granted.
5.3 Default of Payment
Failure to pay any invoice on its due date makes all outstanding balances immediately due and payable, even those not yet matured. Furthermore, we reserve the right to suspend running production and all deliveries until full payment of our receivable is received.
Payment terms cannot be delayed for any reason whatsoever, even in the event of a dispute.
Late payment, in whole or in part, for any reason whatsoever, will result in the application of a late payment penalty at a rate of 15% starting from the first day of delay following receipt of a formal notice sent by Vameca.
An administrative recovery fee of $60 CAD will also be charged as minimal administrative compensation, without prejudice to any additional collection actions.
ARTICLE 6 – DELIVERY
6.1 Shipping
All transport, insurance, and customs operations are at the expense, risk, and peril of the buyer. It is the buyer's responsibility to inspect the goods upon arrival and, if necessary, to lodge claims against the carriers, even if the shipment was made pre-paid or CIP/DAP.
6.2 Lead Times
Lead times mentioned in the offers are provided for advisory purposes. They are confirmed upon receipt of the order and are exclusive of transport transit times and statutory holidays. They take effect on the date when Vameca receives all documents necessary for the performance of the order, as well as any applicable deposit.
No delivery delay shall justify an order cancellation, nor shall it give rise to penalties, indemnities, or damages.
ARTICLE 7 – CONDITIONAL SALES AGREEMENT
Vameca retains title and ownership of the equipment sold until actual payment of the full price in principal and interest is received, in accordance with Section 1745 of the Civil Code of Quebec.
ARTICLE 8 – TRANSFER OF TITLE AND RISKS
Risks related to the equipment sold are transferred upon availability for shipment, regardless of the payment terms, in accordance with Section 1746 of the Civil Code of Quebec, which provides that " An instalment sale transfers to the buyer the risk 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 under industrial service conditions.
Our warranty is limited, in any event, to a maximum of eighteen (18) months after the equipment is made available for shipment.
This warranty is subject to strict compliance with the storage, installation, commissioning, and maintenance instructions provided by Vameca, or, in their absence, commonly accepted industry best practices for the type of Product involved.
Furthermore, this warranty only applies to complete units: the replacement, for any reason, of parts or sub-assemblies shall not extend the warranty beyond the original term specified above.
For the application of this warranty clause, Vameca's liability shall be strictly limited, at Vameca's sole discretion, to:
- The pure and simple replacement of all or part of the equipment concerned,
- The repair, on-site or at Vameca's workshops, of parts recognized as defective by Vameca.
The warranty does not cover:
- Wear and tear parts and consumables,
- Damage due to abnormal use or operation under service conditions different from those specified in the contractor profile and duly accepted by Vameca,
- Damage resulting from non-compliance with our recommendations or industry standards,
- Damage consecutive to or resulting from unauthorized modifications and/or repairs, except where prior written consent has been granted by Vameca,
- Shipping costs of defective components and replacement parts,
- Travel, accommodation, and labor costs of Vameca's technical staff.
Vameca excludes all liability for any indirect, special, or consequential damages resulting from defective equipment. It is expressly agreed that Vameca shall not be liable for any indemnity.
ARTICLE 10 – TECHNICAL DOCUMENTATION
Dimensional drawings and maintenance manuals related to the order are provided free of charge, in the French language, in a single copy, along with any other contract documents.
Additional copies will be invoiced.
All drawings and documents remain the exclusive property of Vameca.
ARTICLE 11 – PERFORMANCE WARRANTY
Where performance warranties are given regarding industrial or economic results, the terms of such commitments shall be subject to a specific written agreement between the parties.
ARTICLE 12 – FORCE MAJEURE
Vameca shall not be liable for delays or failures to perform its obligations under these Terms or related contracts, caused by a force majeure event.
Force majeure events are unpredictable, unavoidable, and irresistible circumstances beyond the parties' control, having the effect of preventing the execution of the Agreement. These situations include, but are not limited to:
war;
strikes and labor disputes;
major severe weather cases;
floods, fires;
earthquakes;
health crises with local states of emergency decreed by the authorities.
In any event, it is expressly agreed that a force majeure event shall not result in the automatic suspension of executed contracts.The parties commit to:
Notify the other party of the force majeure event, detailing how this event constitutes an unpredictable and irresistible impediment to the execution of the executed contracts.
Meet physically or virtually as soon as possible after notification to consider alternative solutions to the suspension of the contracts.
In the event of a proven impossibility to continue execution, or in the event of disagreement between the parties, the contracts shall be suspended for a period of thirty (30) days, after which the parties commit to meet again virtually or physically to determine either a new suspension period not exceeding ninety (90) days or to permanently terminate the contracts.
ARTICLE 13 – CONFIDENTIALITY
Each party shall take all necessary measures to preserve the confidentiality of information disclosed by the other party under the Agreement or encountered during their business relationship. Confidential Information is defined as all information, regardless of nature, form, or source, relating directly or indirectly to the business relationship defined in the Agreement. Each party agrees to keep this information strictly confidential both during the term of the Agreement and after its expiration, for as long as this information has not entered the public domain.
ARTICLE 14 – ASSIGNMENT AND SUB-CONTRACTING
The Client cannot assign or transfer, in whole or in part, for consideration or free of charge, its rights and obligations under the Agreement without the prior written consent of Vameca. Any change of control of the Client's company is considered an assignment.
Vameca is entitled to use sub-contractors to supply the Products. The selection of these sub-contractors remains under its sole responsibility.
ARTICLE 15 – PERSONAL INFORMATION
Within the scope of executing these Terms, Vameca may occasionally request certain personal information from the Client for identification purposes. By providing this Information, the Client expressly consents to its processing by Vameca for the purpose of executing these Terms.
The Parties shall comply with high industry standards regarding IT security and Information privacy, particularly mandatory legal provisions such as those stipulated by Quebec's Law 25 on the protection of personal information. Therefore, Vameca has implemented the physical, electronic, and organizational protection measures necessary to ensure the security, integrity, and confidentiality of personal Information, precisely to prevent loss, misuse, damage, destruction, or unauthorized disclosure. Vameca only retains personal information for the duration necessary for the operations for which it was collected, complying strictly with current provincial regulations.
For any questions regarding the processing of personal Information or to express concerns, the Client may contact Vameca at the following address: contact@vameca.ca
ARTICLE 16 – LANGUAGE
These Terms are drafted in the French language. In the event that they are translated into one or more foreign languages, only the French text shall prevail in the event of any dispute.
ARTICLE 17 – SEVERABILITY
In the event that any provision of these General Terms and Conditions of sale is deemed invalid or unenforceable, such provision shall be deemed omitted, but the remaining provisions shall retain their full force and scope, unless the disputed clause is considered by Vameca as essential and vital to its consent, or if its invalidity disrupts the fundamental contractual balance between the Parties.
ARTICLE 18 – AMENDMENTS AND EVOLUTION
These Terms are subject to change. Vameca remains free to make any amendments to the Terms, provided it informs the Client beforehand by any appropriate means. The changes in question shall take effect thirty (30) days after Vameca has informed the Client.
ARTICLE 19 – TOLERANCE
The fact that Vameca does not enforce any provision of these Terms at any given time shall not, under any circumstances, be interpreted as a waiver of its right to enforce it subsequently, particularly regarding unpaid balances.
ARTICLE 20 – GOVERNING LAW AND JURISDICTION
The Agreement binding the parties is governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. In the event of any dispute relating to these Terms, the Parties agree to initiate preliminary mediation with a view to reaching an amicable solution, and shall exchange all necessary information in good faith.
Failing an amicable resolution within three (3) months, the parties agree that for any legal claim or suit, for any reason whatsoever, the judicial district of Montreal, Quebec (Canada), shall be chosen as the appropriate forum for the hearing of said claims or suits, to the exclusion of any other judicial district that might otherwise have jurisdiction over such dispute by law.
VAMECA INC. – Provincial Joint-stock corporation (Quebec)
NEQ : 1180864051 – GST : 74164 3969 RT0001 – QST : 1232712224 TQ0001
T : +1 450 489 4843 - E : contact@vameca.ca