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 "GTC") of VAMECA INC., 311-455 Notre-Dame St E, Montreal, Quebec, H2Y 1C9, Canada, registered with the Registraire des entreprises du Québec
under business number (NEQ) 1180864051 (hereinafter referred to as "Vaméca").
Vaméca is a business corporation duly incorporated under the Business Corporations Act (Quebec), having its head office located at 311-455 Notre-Dame St E, Montreal, Quebec, H2Y 1C9, Canada.

These GTC apply to all sales and services provided by Vaméca and govern the relationship between Vaméca and the Client placing an order with Vaméca.

The GTC and the accepted Order, as provided in Article 3 hereof, together constitute the "Agreement" binding the Parties. Any order placed with Vaméca entails the Client's full acceptance of these GTC and a waiver of its own general terms and conditions of purchase.

ARTICLE 2 – DEFINITIONS

"Client" Means the identified natural person or legal entity placing an order with Vaméca.

"Agreement" Means the contract entered into between Vaméca and the Client governed by these GTC and the terms of the order as accepted by Vaméca.

"Information" Means information of any kind entered and/or generated by the Client during the performance of this Agreement.

"Delivery" Means the time at which Vaméca makes the relevant Product available, which is formalized, where applicable, by a delivery receipt or acceptance report.

"Product" Means all products, equipment, and services sold and/or provided by Vaméca to the Client under the Agreement.

ARTICLE 3 – ORDERS

Any written or verbal order shall only become final upon written confirmation by Vaméca, and implies acceptance of these GTC. Any modification thereto must be stipulated in writing in the contractual documents.
However, Vaméca reserves the right not to accept an order.

ARTICLE 4 – CANCELLATION OF ORDERS

No order cancellation will be accepted once the equipment has already been shipped, or for custom engineered-to-order equipment. In the event of cancellation for any reason whatsoever, we reserve the right to claim damages.

ARTICLE 5 – RATES AND PAYMENT TERMS

5.1 Rates

All prices stated in our quotations are firm for a period of 30 days from the date of the quotation.
Our prices are net, exclusive of taxes, Ex Works (EXW), unpackaged equipment.
Packaging and freight are invoiced additionally.
Minimum invoice amount: $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, unless special terms have been granted pursuant to an account opening procedure approved by Management.
No early payment discount will be granted.

5.3 Default in Payment

Failure to pay an invoice on its due date will render all outstanding amounts immediately due and payable, even if not yet matured. Furthermore, we reserve the right to suspend ongoing manufacturing and any delivery until full payment of our claim.

Payment terms may not 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 incur a late payment penalty at a rate of 15% per annum starting on the first day of default following receipt of a formal notice of default sent by Vaméca.
A fixed recovery fee of $60 CAD will also be billed as a minimum administrative indemnity, without prejudice to any further recovery action.

ARTICLE 6 – DELIVERY

6.1 Transportation

All transport, insurance, and customs operations are carried out at the buyer's expense, risk, and liability. It is the buyer's responsibility to inspect the goods upon arrival and, where necessary, file claims against the carriers, even if the shipment was made prepaid/free domicile.

6.2 Delivery Lead Times

Lead times for availability stated in quotations are provided for informational purposes only. They are confirmed upon receipt of the order and exclude transit times and statutory holidays. They take effect from the date Vaméca comes into possession of all technical documents necessary for the performance of the order, as well as any applicable deposit.
No delivery delay may give rise to an order cancellation, nor to penalties or damages.

ARTICLE 7 – INSTALMENT SALE (RESERVATION OF OWNERSHIP)

Vaméca retains ownership of the sold equipment until full payment of the principal price and any accessory charges, pursuant to Article 1745 of the Civil Code of Québec.

ARTICLE 8 – TRANSFER OF TITLE AND RISKS

Risks relating to the sold equipment are transferred upon making the goods available, regardless of the payment terms, pursuant to Article 1746 of the Civil Code of Québec, which provides that "An instalment 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 under industrial operating service.
In any event, our warranty is limited to a maximum of eighteen (18) months following the availability of the equipment.
This warranty is contingent upon strict compliance with the instructions provided by Vaméca (governing storage, installation, commissioning, and maintenance) or, in their absence, recognized industry trade practices standard for the type of Product involved.
Finally, this warranty applies exclusively to complete assemblies: the replacement, under any claim whatsoever, of parts or sub-assemblies shall not extend the warranty beyond the term indicated above.

For the application of the warranty clause, Vaméca's liability shall be strictly limited, at Vaméca's sole discretion, to:
- The pure and simple replacement of all or part of the affected equipment,
- The repair, on-site or at Vaméca's facilities, of parts acknowledged as defective by Vaméca.

The warranty does not cover:
- Wear parts and consumables,
- Damage resulting from abnormal use or operating conditions differing from those specified in the contract and duly accepted by Vaméca,
- Damage resulting from non-compliance with our engineering recommendations or standard industry practices,
- Consequential damage or damage resulting from modifications and/or repairs, except where our prior written approval has been granted,
- Freight costs for returning defective components, as well as for shipping replacement parts,
- Travel, lodging, and on-site service expenses for Vaméca personnel.

Vaméca disclaims all liability for indirect, consequential, or unforeseeable damages resulting from defective equipment. It is expressly agreed that Vaméca shall not be liable for any indemnity or consequential damages.

ARTICLE 10 – TECHNICAL DOCUMENTATION

Dimensional outline drawings and maintenance manuals relating to the order are provided free of charge, in the French language, in one (1) copy, along with any other applicable contractual document.
Additional copies will be billed.
All engineering drawings and documents remain the exclusive property of Vaméca.

ARTICLE 11 – PERFORMANCE GUARANTEE

Where guarantees are given regarding industrial or economic operating results, the specific terms of these commitments shall be subject to a special written agreement between the parties.

ARTICLE 12 – FORCE MAJEURE

Vaméca shall not be liable for any delays or failure to perform its obligations arising from these GTC or subordinate contracts caused by an event of force majeure.
Force majeure events are defined as occurrences beyond the control of the parties, unforeseeable and irresistible, which prevent the performance of the Agreement. These situations include, without limitation:

• war;

• strike or labour disruption;

• a major climatic event;

• flood, fire;

• earthquake;

• a public health crisis with a local state of emergency declared by public authorities.
  In any event, it is expressly agreed that an event of force majeure shall not result in the automatic termination of concluded contracts.

  The parties thus undertake to:

• Notify the other party of the force majeure event, detailing how this event constitutes an unforeseeable and, above all, irresistible cause preventing the performance of the concluded contracts.

• Meet in person or virtually as soon as possible following notification of the event in order to assess alternative solutions to the suspension of the concluded contracts.

• In the event of an established impossibility to proceed with performance, or in the event of a disagreement between the parties, the concluded contracts shall be suspended for a period of thirty (30) days, after which the parties undertake to meet again virtually or in person to determine either a new suspension period, which may not exceed ninety (90) days, or the definitive termination of the concluded contracts.

  
  

ARTICLE 13 – CONFIDENTIALITY

Each party shall take all required measures to maintain the confidentiality of information that has been or will be disclosed to it by the other party under the Agreement, or of which it becomes aware through its business relations with the other party. Information subject to confidentiality and governed by this undertaking includes all technical and commercial information of any kind or form, concerning either party, directly or indirectly relating to the relationship defined in the Agreement. Each party undertakes to keep such information confidential both during the term of the Agreement and after its expiration, for as long as such information has not fallen into the public domain.

ARTICLE 14 – ASSIGNMENT – SUBCONTRACTING

The Client may not assign or transfer, whether for consideration or free of charge, all or part of its rights and obligations under the Agreement without the prior written consent of Vaméca. Any transaction resulting in a change of control of the Client's company shall be deemed an assignment.
Vaméca is entitled to engage subcontractors to ensure the supply of the Products. The selection of such subcontractors remains under its sole responsibility.

ARTICLE 15 – PERSONAL INFORMATION

In connection with the performance hereof, Vaméca may be required to request certain personal information from the Client for customer identification purposes. By providing this Information, the Client expressly consents to its processing by Vaméca for the purposes of performing these terms.
The Parties must comply with standard industry practices regarding their organizational and security controls for IT and Information security, and specifically all mandatory statutory requirements, including those set forth in Quebec's Law 25 regarding the protection of personal information. Accordingly, Vaméca has implemented appropriate physical, electronic, and organizational safeguards to ensure the security, integrity, and confidentiality of Personal Information, and in particular to prevent any loss, misuse, damage, destruction, or unauthorized disclosure thereof. Vaméca retains Personal Information only for the duration necessary to fulfill the operations for which it was collected, and in strict compliance with applicable regulations.

For any inquiries regarding the processing of its Personal Information or to express any concerns in this regard, the Client may contact Vaméca at the following address: contact@vameca.ca

ARTICLE 16 – LANGUAGE

These GTC 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 a dispute.

ARTICLE 17 – SEVERABILITY

In the event that any provision of these General Terms and Conditions of Sale is held to be invalid or unenforceable, it shall be deemed severed, but the remaining provisions shall retain their full force and effect, unless the disputed clause is deemed by Vaméca to be essential and determinative of its consent, or if its invalidity disrupts the contractual balance between the Parties.

ARTICLE 18 – AMENDMENTS

These GTC are subject to change. Vaméca reserves the right to amend these GTC at any time provided it gives prior written notice to the Client by any means. The relevant amendments shall take effect thirty (30) days after Vaméca has notified the Client.

ARTICLE 19 – WAIVER

The failure of Vaméca to enforce at any time any provision of these GTC shall not be construed in any way as a waiver of its right to enforce such provision at a later date, including the failure to claim an overdue payment.

ARTICLE 20 – APPLICABLE LAW – DISPUTES

The Agreement binding the parties is governed by and construed in accordance with the laws applicable and in force in the Province of Quebec, including the federal laws of Canada applicable therein. In the event of a dispute relating hereto, the Parties agree to engage in prior mediation to reach an amicable settlement, and shall disclose to each other all necessary information for this purpose.

Failing an amicable settlement of the dispute within three (3) months, the parties agree that for any legal claim or proceeding on any grounds whatsoever, the judicial district of Montreal, Quebec (Canada) shall be the exclusive forum for the hearing of such claims or proceedings, to the exclusion of any other judicial district that may otherwise have jurisdiction over such dispute by operation of law.

VAMECA INC. – Quebec Business Corporation

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