GEOSPECTRA GENERAL TERMS AND CONDITIONS
GOVERNING TERMS: Products and services sold (and, where applicable, rentals of equipment) (the “Deliverables”) by Services Geospectra or its affiliated companies (“Supplier”) to the client identified on the quotation (“Client”) are subject exclusively to the terms and conditions set out below (the “Terms”). Supplier expressly rejects and objects to any or different terms proposed by Client, including without limitation any terms contained in purchase orders, supplier portals, or other Client’s communications. Client’s issuance of a purchase order, acceptance of shipment or performance, and/or payment for the products or services shall conclusively evidence Client’s unconditional acceptance of the Terms, and together with Supplier’s quotation (including the documents referenced in such quotation) shall constitute the entire agreement between Supplier and Client (the “Agreement”).
VALIDITY: Unless expressly stated otherwise in the Agreement, any proposal or quotation made by Supplier are valid for a period of 30 days from the date of the proposal or the quotation.
ORDER: All orders are subject to acceptance by Supplier. Product specifications listed in any documentation of Supplier are subject to change without notice and pictures shown therein may not be exact. The Agreement is conditioned on obtaining the appropriate permits, approvals, or licenses related to exporting or importing any services or products that is needed or useful for the Agreement.
PRICE: Prices in effect at time of shipment or performance of the services shall prevail. All prices quoted by Supplier are subject to correction or change without notice. Prices do not include freight, shipping, and/or handling fees. Additional charges for local delivery may also apply. Export orders may be subject to other special pricing.
TAXES: Prices do not include any present or future duties, tariffs, sales, use, excise, value added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Client.
CURRENCY: All prices, fees, charges, and other amounts payable by Client to Supplier are stated in and shall be paid in Canadian dollars (CAD), unless expressly agreed otherwise in writing by Supplier.
PAYMENT TERMS: Unless otherwise provided in writing, terms of payment are thirty (30) days net, without setoff or deduction, from date invoice was mailed or receipt of the Deliverables by Client, whichever is earliest, if Client’s credit has been approved prior to sale. A late payment charge of 2% per month (an annual percentage rate of 26,8%) shall be charged on all past due accounts. Supplier may further hold the Deliverables if there are any amounts outstanding. Client shall pay Supplier all costs incurred by it in collecting any past due account from Client including all court costs and attorney’s reasonable fees.
CHANGE IN CLIENT'S FINANCIAL CONDITION: Supplier reserves the right by written notice to cancel any order, cancel credit or require full or partial payment or adequate assurance of performance from Client without liability, if Client’s financial responsibilities become compromised or, if in Supplier’s reasonable opinion, the Buyer’s credit has become doubtful as a result of non-payment. Client, in order to provide security for the payment of the full price of products furnished hereunder, grants Supplier a security interest, or a movable hypothec if in the province of Quebec, in the products and the proceeds thereof. Client agrees to execute any documents or furnish information necessary to perfect this security interest or register the hypothec. A copy of the invoice may be filed at any time as a financing and/or chattel mortgage, in order to perfect Supplier’s security interest. Title to and ownership of the Deliverables shall remain with Supplier and shall not become a fixture, an integral part of an immovable by reason of being incorporated with or attached or joined to an immovable or real estate, until such Deliverables are paid in full.
RISK OF LOSS: Unless otherwise noted, all sales are made EXW (Ex Works, point of shipment Incoterm ® 2020, Supplier’s warehouse, freight collected or prepaid and charge on the invoice) and, in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Client.
DELIVERY: Delivery dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Supplier may, in its sole discretion, without liability or penalty, make partial shipments of Deliverables to Client. Each shipment shall constitute a separate sale, and Client shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Client's purchase order.
INSPECTION AND ACCEPTANCE: Client shall inspect the Deliverables within five (5) days of receipt ("Inspection Period"). Client shall be deemed to have accepted Deliverables unless it notifies Supplier in writing of any Non-Conforming Products during the Inspection Period and furnishes such written evidence or other documentation as required by Supplier. "Non-Conforming Products" means only the following: (i) product shipped is different than identified in Client's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
NO LICENSE; SOFTWARE AND INTELLECTUAL PROPERTY: Nothing herein grants Client any right or license to use the intellectual property of Supplier, the manufacturer or any third parties, including trademarks, logos, copyrights, patents, trade secrets, source code, prescriptions, software, configurations, or other intellectual property for any purposes whatsoever and Client acknowledges that all right, title and interest therein is and shall remain the exclusive property of Supplier, the manufacturer or any third parties, as applicable. Supplier and Client shall retain exclusive interest in and ownership of its intellectual property developed before this agreement or outside the scope of this agreement. Client grants to Supplier a non-exclusive, royalty-free license to use, reproduce, and modify Client’s intellectual property solely as necessary for Supplier to perform its obligations and exercise its rights under this Agreement. Subject to full payment of all amounts due, Client’s ongoing compliance with these Terms and the parties’ prior written mutual agreement on any applicable license terms, Supplier hereby grants to Client a limited, revocable, non-exclusive, world-wide, non-transferable, non-sublicensable, and royalty-free license to use Supplier's intellectual property solely to the extent necessary to use the Deliverables for Client’s internal business purposes. Notwithstanding the foregoing, if the use of any software is required in connection with the Deliverables, Client acknowledges that no license to such software is granted by Supplier under these Terms and that any right to use such software shall be governed exclusively by separate license terms issued by Supplier or the applicable third party. Any intellectual property developed under or related to the sale or use of Deliverables shall be the sole and exclusive property of Supplier. In the event Supplier provides services pertaining to any third-party products (including software, hardware, equipment, or any other material), all rights in such third-party products ("Third-Party Rights") are retained by the respective third party. Client shall be required to obtain any Third-Party Rights from the respective third party directly, and any rights in the services related to such Third-Party Rights shall be subject to Client's agreement with the respective third party.
RENTAL EQUIPMENT: Where Supplier makes equipment available to Client on a rental basis (the “Rental Equipment”), such rental is provided solely on the terms stated in Supplier’s quotation, and these Terms apply to the rental to the extent they are not inconsistent with those rental-specific terms. All rentals require a deposit equal to one (1) month of prepaid rental, due in advance prior to delivery or pickup of the Equipment. Supplier may apply the deposit, in whole or in part, to any amounts owing by Client, including unpaid rental charges, repair or replacement costs for loss or damage and any other charges payable under the Agreement. The rental term will be as determined by Client (on a daily or monthly basis); if monthly, the rental will continue on a month-to-month basis, and either party may terminate at the end of the then-current rental period by providing at least two (2) business days’ prior written notice. If the rental is terminated during a month, charges will be prorated to the termination effective date, and Client will be billed at the lower of (i) the applicable daily rate for the days elapsed or (ii) the full monthly rate. Title to the Rental Equipment at all times remains with Supplier (or its lessor/affiliate), and Client obtains only a temporary right of use during the rental term. Client shall (i) use the Rental Equipment only for its intended purpose and in accordance with all operating instructions and applicable laws, (ii) keep the Rental Equipment in good condition (normal wear and tear excepted), (iii) not alter, modify, encumber, pledge, sublease, assign, or transfer the Rental Equipment or any interest in it without Supplier’s prior written consent, (iv) carry and maintain comprehensive general liability insurance against claims for bodily injury, including death, and property damage or loss arising out of the use of the Rental Equipment for a minimum of $1,000,000, and (v) return the Rental Equipment promptly upon expiry or termination of the rental in the same condition as delivered (normal wear and tear excepted). Risk of loss or damage passes to Client upon delivery and remains with Client until the Rental Equipment is returned and accepted by Supplier. If any Rental Equipment is lost, stolen, destroyed, or damaged beyond economical repair, Client remains responsible for all accrued rental charges and for the replacement/casualty value stated in the quotation (or, if not stated, the then-current market replacement value as determined by Supplier acting reasonably).
OPTIONAL RENTAL DAMAGE WAIVER: The optional rental damage waiver, if offered, applies only if expressly elected and paid for in full by Client and is subject to any stated exclusions. The waiver applies only to physical damage occurring in the ordinary course of properly using, operating, storing, and handling the Equipment in accordance with the manufacturer’s and Supplier’s instructions. The waiver does not apply unless Client (i) takes all reasonable precautions to prevent and mitigate loss or damage, and (ii) provides Supplier written notice of any loss or damage within seven (7) days of its occurrence. Without limiting any exclusions, the waiver does not cover loss or damage arising from misuse, tampering or modification; failure to operate or maintain per instructions; continued use after damage is discovered; unauthorized repairs or modifications; unlawful, negligent, or intentional acts or omissions; or loss, flood, fire, theft, or non-return of the Equipment.
WARRANTIES: PRODUCTS are sold only with such warranties as may be extended by the manufacturer of the products. The warranty period is normally three (3) years from the date of manufacture for new products; for used products, Supplier may, upon request, advise Client of the remaining warranty period, if any. Services performed by third parties are subject only to those warranties extended by such third parties. Software provided, distributed or otherwise made available by SUPPLIER are subject to the applicable Software Terms of Use. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT AS SET FORTH IN THIS SECTION, SUPPLIER DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, AND ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER STATUTORY OR OTHERWISE, IN RESPECT TO THE DELIVERABLES. Client is responsible for installation and use of the Deliverables in accordance with instructions available upon request or, where applicable, on the relevant third-party or manufacturer’s websites. Deliverables are sold for commercial use only and are not intended for use by consumers. Any determination of the suitability of the Deliverables or the use contemplated by Client is Client’s sole responsibility. Client shall be solely responsible for any warranty it grants to its customer.
LIMITATION OF LIABILITY: Supplier assumes no responsibility for PRODUCTS selection, operation, and use, regardless of any recommendations or suggestions made by the Supplier. Client shall make selections based upon its own analysis with regard to function, material compatibility, fitness for use or intended purpose, and PRODUCTS ratings. Any such analysis, including testing, shall be the sole responsibility of Client. Proper installation, operation, and maintenance are solely the responsibility of Client or its customerS. Any specifications listed in Supplier’s datasheets, catalog and website are for reference only and are subject to change without notice. Supplier's liability and Client’s exclusive remedies for any claim for loss or damage arising out of or connected with the supplying of any Deliverables hereunder, or the sale, resale, operation or use of such Deliverables, are expressly limited to replacement of the defective Deliverables or, at the sole discretion of Supplier, the refund of the price allocable to such Deliverables or part thereof involved in the claim. To the fullest extent permissible under applicable law, supplier liability to client or any third party, regardless of cause or fault, shall not exceed the price allocated to the deliverables or parts subject to the said claim. This limitation of liability reflects a deliberate and bargained for allocation of risks between SUPPLIER and Client and constitutes the basis of the parties’ bargain, without which SUPPLIER would not have agreed to the price or terms of the contract. SUPPLIER shall not, under any circumstances, be liable for any labor charges without its prior written consent. SUPPLIER SHALL NOT IN ANY EVENT BE LIABLE, EVEN IF IT IS MADE AWARE OF THE POTENTIAL FOR SUCH DAMAGES, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, INDEMNITY OR ANY OTHER THEORY OF LEGAL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONTINGENT, LIQUIDATED, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, OR PROSPECTIVE PROFITS, including but not limited to, loss of profits or revenue, loss of use of the PRODUCTS or any associated product, business interruption, cost of capital, cost or substitute products, facilities or services, downtime costs, or claims of customers of Client for such damage. If SUPPLIER furnished Client with advice or other assistance which concern any PRODUCTS supplied hereunder, or any system of equipment in which any such PRODUCTS may be installed, and which is not required pursuant to this contract, the furnishing of such advice or assistance SHALL not subject SUPPLIER to any liability, whether based on contract, warranty, tort (including negligence OR INDEMNITY) or any other theory of legal liability.
DEFAULT: The occurrence of any one or more of the following events constitutes an event of default (an “Event of Default”) for the Agreement: (i) Client fails to pay any amount due, or otherwise breaches any of its obligations; or (ii) Client becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy or has bankruptcy/insolvency proceedings instituted against it under the federal bankruptcy laws of Canada or any other applicable law in a competent jurisdiction. Upon the occurrence of an Event of Default, Supplier may, without notice or demand, exercise any one or more of the following remedies (the “Remedies”): (a) declare the entire amount due immediately due and payable (including, as applicable, all unpaid rent, service fees, product purchase prices, interest, and any other amounts due); (b) commence legal proceedings to recover rent, services fees, the purchase price of the products and any other obligations accrued before and/or after the Event of Default; (c) take possession of the Rental Equipment, without demand or notice, wherever located, without any court order or other legal process, and Client waives any and all damages occasioned by such taking of possession; (d) terminate the rental immediately upon written notice to Client; and/or (e) pursue any other remedy available at law or in equity. To the fullest extent permitted by applicable law, with respect to the rental of the Rental Equipment, Client expressly renounces the application of articles 1863 and 1884 of the Civil Code of Québec.
NO CANCELLATION: No returns, refunds, or credits shall be accepted, and no Deliverables may be returned without Supplier’s prior written authorization (which may be withheld in Supplier’s sole discretion). For any services in Quebec, the Client unequivocally waives the application of articles 2125 and 2129 of the Civil Code of Québec and agrees to comply with this section.
INDEMNITY: Client shall indemnify and hold Supplier, its successors, assigns, customers, agents and affiliates, and their respective present and former directors, officers and employees, harmless against all damages, liabilities, costs and expenses (including, without limitation, Supplier’s costs of testing and inspection, court costs and reasonable legal fees) on account of claims for injuries to persons or damage to property arising out of (i) any breach by Client of the Terms, (ii) Client’s use, resale, or lease of the Deliverables, or (iii) any act or omission for which Client is at law responsible.
APPLICABLE LAW: These Terms shall be governed and construed by the laws of the Province of Quebec and the federal laws of Canada, without regard to its conflict of law provisions. Supplier agrees that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Any action brought on any matter relating to the sale or use of Deliverables hereunder shall be instituted and maintained only in a court of competent jurisdiction for the Province of Quebec, in the judicial district of Quebec.
CONFIDENTIALITY. All information provided by Supplier, including pricing, is Supplier’s confidential information and may not be disclosed without Supplier’s prior written consent.
SEVERABILITY: If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions of this agreement shall not be affected thereby.
NO ASSIGNMENT: Client shall not assign or delegate any or all of its duties, interests or rights hereunder without the prior written consent of Supplier. Any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect, and Supplier may terminate the Agreement immediately, without notice or liability, upon written notice to Client.
NO THIRD-PARTY BENEFICIARIES. These Terms are for the sole benefit of the Client hereto and its respective successor and permitted assign and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
LANGUAGE: Client acknowledges and is satisfied that these Terms be drawn up in the English language. Le Client reconnaît avoir exigé que les présentes soient rédigées en anglais et s’en déclare satisfait.
