SALES TERMS AND CONDITIONS
The present terms and conditions govern the sale of products from Électro-Mag Inc. (hereinafter "Électromag") to its clients and are the complete terms of such sale. Except as stated herein, no other terms, conditions, agreements or understandings, in any way modifying or adding to this agreement, shall be binding on Électromag unless made in writing and signed by an authorized Électromag representative.
I. PURCHASE ORDER
1. The client irrevocably waives its right to cancel or reduce an accepted purchase order, without the prior written authorization of Électromag. Restocking fees of up to 40% of the full amount of the order may apply.
II. INVOICES AND PAYMENT
2. Unless the client has been approved for credit terms, all invoices shall be payable in full upon reception. After thirty (30) days of the date of invoice, the client shall be automatically considered in default of payment, by the mere lapse of time, without requiring any formal notice thereof. In the event of default, any outstanding amount shall bear interest at a rate of 2% per month (24% per year).
3. The client shall be liable for all debt recovery costs and fees (including reasonable lawyer’s fees).
4. The client agrees that all shipping dates and delays provided by Électromag are mere estimates and that such estimates remain subject to product availability and shipping delays imposed by the manufacturer.
5. At the agreed time of delivery, the client undertakes to provide safe access and passage to its premises during all regular business hours. The client shall remove any items or goods which could delay or impede the delivery.
6. Unless agreed in writing, the client shall bear all transportation costs and fees and shall be responsible for unloading the shipped products.
IV. RETURN POLICY
7. All sales are final. Unless agreed in writing, no returns shall be accepted. If a return is accepted, the client shall bear all return costs and fees.
V. VARIATIONS AND TOLERANCE
8. The client acknowledges quantity variations on orders of wires and cables in the range of +/- 10% resulting from the industry’s business practices. The client agrees to the automatic adjustment of its order on the basis of the quantity received by Électromag.
VI. TRANSFER OF RISK AND RESERVE OF OWNERSHIP
9. Électromag hereby reserves title to all products sold until full payment of the amounts due, including applicable taxes and interest and reserves its rights to the registration, at the client’s costs, of a reserve of ownership on the RDPRM.
10. Upon remittance to the carrier, the client shall bear all risks of loss of the products. Damages to or loss of the products shall not extinguish or reduce the obligation of the client to pay all amounts owed to Électromag.
VII. WARRANTY AND LIMITATIONS ON LIABILITY
11. Except for warranties imposed by law, Électromag disclaims all other warranty, express or implied, on the products. In any event, the liability of Électromag resulting from these legal warranties shall be limited to (i) the sale price of the product or (ii) the price of the concerned component, as the case may be.
12. The client shall use and upkeep its products in accordance with the manufacturer’s recommendations and technical documentation. The client waives all rights and recourses against Électromag for damages resulting from following such recommendations and documentation.
13. Électromag’s liability for any material injury to the client is limited to damages caused by its intentional or gross fault. Under no circumstances, shall Électromag be liable to the client for any indirect, incidental or consequential damages of any nature or kind including, but not limited to, damages based upon loss of chance, loss of good-will, loss of productivity, work stoppage or backlog.
14. The client shall indemnify Électromag, its shareholders, directors, officers, employees, agents and mandataries, for all damages, losses, costs and fees (including reasonable lawyers’ fees), resulting directly or indirectly from all breaches or violations to the present terms and conditions.
IX. WAIVER ON COMPENSATION
15. The client irrevocably waives its right, in advance, to any compensation whatsoever on any amount due to Électromag for whatever reason.
X. DEFAULT AND REMEDIES
16. The client shall be considered in default if it fails to comply to the present terms and conditions.
17. Moreover, the client shall be considered in default if it becomes bankrupt, insolvent or ceases the operation of its business.
18. In the event of default, Électromag shall, without prejudice to its other rights or remedies, be entitled to delay any order or delivery, or cancel same, without reimbursement of any amount received until then. Électromag may also require sufficient securities or advanced payment before completing any order or delivery.
XI. GENERAL PROVISIONS
19. Any tolerance or failure by Électromag to enforce any provision of the present terms and conditions shall not be construed as a waiver of its rights to later enforce each and every such provision in the future. No waiver shall be effective unless expressly agreed to in writing.
20. If any provision of the present terms and conditions is held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision. The validity of the remaining terms and conditions shall not be affected thereby.
21. This agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Quebec and with the laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Quebec, sitting in the judicial district of Saint-François, for any dispute.
22. The parties hereto have expressly requested that their agreement be drafted in English / Les Parties ont expressément requis que leur entente soit rédigée en anglais.