These terms and conditions of sale shall apply to all sales between Nagas Innovation Inc. (hereinafter referred to as the “Seller”) and the purchaser or its agent (hereinafter referred to without distinction as the “Customer”) issuing a purchase order.
1. PROPOSAL AND PRICES
- 1.1 A quote is valid for a maximum period of 60 days from the date it is issued. After this period, the Seller reserves the right to modify or cancel it.
- 1.2 The Seller reserves the right to modify the prices indicated in the quote, including due to a price increase from a supplier, a variation in exchange rates or any other situation beyond the Seller’s control. In such case, the Seller shall inform the Customer.
- 1.3 All Customers are subject to credit approval. The Seller reserves the right to refuse service to any Customer whose credit does not meet established standards or to agree on billing terms in advance.
- 1.4 Any Customer whose project is delivered in the Province of Quebec may be subject to a denunciation of contract in accordance with the Civil Code of Quebec, when the contract is entered into with a person other than the owner of the immovable property. Any delay in the transmission of the information required for the document preparation may lead to a delay in the production of the product and therefore on the expected delivery date. The Seller declines all responsibility in this regard.
- 1.5 Any purchase order are subject to Seller approval before put into production.
2. PAYMENT TERMS
- 2.1 Unless otherwise specified by the Seller, invoices are payable in full, net 30 calendar days of receipt of the product by the Customer, or the third party mentioned on the purchase order received by Seller, as the case may be. No amount owed to the Seller may be subject to subrogation nor to a withholding for any reason whatsoever.
- 2.2 In addition to the purchase price for the products, the Customer agrees to pay all the following applicable costs, if any, such as transport, handling, start-up costs, warranty and any additional parts shipped as well as all applicable taxes on the purchase.
3. DEFAULT
- 3.1 In the case of failure to make a payment by its due date, the Customer must :
- (a) Pay interest on any unpaid amount, at a monthly rate of 2.00% (24% per year).
- (b) Reimburse the Seller for all reasonable costs and charges incurred by the Seller in connection with the unpaid balance and the collection of such outstanding amount, including fees, costs and disbursements.
- 3.2 In the case of failure by the Customer to make a payment by its due date, the Seller reserves the right :
- (a) Without any notice or delay, to suspend the Customer’s account and thereby refuse or withhold delivery of the products to the recipient, until full payment of the balance due or until alternative payment arrangements have been approved by the Seller, to its complete satisfaction.
- (b) To refuse to bid for another project.
- (c) To refuse to put into production any project for which the purchase order related to the Customer has already been received.
4. DELIVERY AND TRANSPORT
- 4.1 The shipping dates provided by the Seller are approximate. The Seller makes no warranty, express or implied, on the date of shipping and delivery.
- 4.2 The Customer is responsible for providing the Seller, at all times, prior to shipment of the products, the relevant information required for the fabrication of products.
- 4.3 The Seller must have received, for any purchase order released into production, a copy signed and approved by the project engineer or by himself.
- 4.4 The Seller will not be held liable and will not assume any costs related to an additional delay in delivery due in particular to delays at worksites, production delays or delays of its suppliers or any situation beyond its control. Manufacturing times are sometimes subject to change or delay. In such case, the Customer will be promptly notified by the Seller. The Seller shall not be held liable, nor be called upon to compensate anyone in connection with any delay in delivery or manufacturing, including for any damages.
- 4.5 Delivery prices are based on the shipping of the full order, in a single shipment, unless the purchase order indicates different terms.
5. STORAGE FEES
- 5.1 Storage fees of 100.00$/sem. may be required by the Seller, in the event of postponement of taking possession of the products by the Customer.
6. WARRANTY
- 6.1 Within the limits provided by law, the Seller guarantees that the products sold are free from manufacturing defects. The warranty is valid for the period of 18 months from the delivery date of the product or 12 months from the commissioning of said product, whichever occurs first. No warranty is applicable for any defect or problem
- caused by the installation, handling, transport or use of the product.
7. PROPERTY RIGHTS AND RISK
- 7.1 From the delivery, the responsibility for the risk of loss or damage relating to the purchased product lies with the Customer or its agent. The Customer must inspect the product at the time of its delivery, at its own expense, and report in writing within 24 hours of the delivery any defect to the Seller, otherwise the delivered products will be deemed to comply with the requested specifications and the terms of sale, and to be free from any defect. In such case, the Seller cannot be held liable for any defect which may have been observed by the Customer or its agent following an inspection of the product purchased by a recognized professional.
8. LIMITATION OF LIABILITY
- 8.1 THE SELLER, INCLUDING ITS PARENT COMPANY, ITS AFFILIATES, THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ASSUMES NO LIABILITY OTHER THAN THOSE EXPRESSLY PROVIDED HEREIN. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CUSTOMER AGREES TO RELEASE THE SELLER FROM ALL LIABILITY FOR BODILY INJURY AND PROPERTY DAMAGE SUFFERED BY THE CUSTOMER OR ANY OTHER PERSON, ARISING FROM THE HANDLING, POSSESSION, USE OR SALE OF ANY PRODUCT PURCHASED BY THE CUSTOMER OR ITS AGENT.
9. APPLICABLE LAW AND JURISDICTION
- 9.1 Notwithstanding any agreement or legal provision to this effect and without regard to any provision of applicable private international law and to the exclusion of conflict of law rules, the contract between the Seller and the Customer, including these terms and conditions of sales, as well as all the obligations therein are governed by and must be interpreted according to the applicable law in the Province of Quebec (Canada).
- 9.2 Notwithstanding any agreement or legal provision to the contrary and without regard to any provision of applicable private international law and to the exclusion of conflict of law rules, any dispute relating to the application or interpretation of the contract concluded between the Seller and the Customer, including these terms and conditions of sales, as well as relating to any product manufactured and/or sold by the Seller, must be undertaken in the judicial district of Longueil in the Province of Quebec, according to the applicable law of that province.