General Terms and Conditions of Sale
ORDERS AND QUOTATIONS: Any contract or quotation is subject to the acceptance and approval of Law-Marot-Milpro Inc. (hereinafter referred to as “the Company”).
DELIVERY: The Company disclaims any responsibility for delays in delivery that may be caused by circumstances beyond its control.
DAMAGES AND WARRANTY: The Company warrants the equipment it manufactures against material or manufacturing defects for a period of one year from the delivery date, provided the equipment is operated under normal usage conditions as defined in the operation manuals. The Company’s obligation or liability is limited to providing the necessary components to repair the defective product, “freight prepaid” (FOB) from the manufacturing plant.
Defects as defined in the previous paragraph exclude decomposition by chemical agents (corrosion). The materials provided are not guaranteed against wear or corrosion and are subject to the Buyer’s approval.
This limited warranty does not apply to normal wear parts, improper use, negligence in maintenance (including but not limited to defective or insufficient maintenance), accidents, improper installation, unapproved modifications or adjustments, repairs, or if the product’s nameplate is removed or altered. Any repair or replacement will be made following an inspection at the Company’s plant of the parts returned by the Buyer.
The Company assumes no responsibility for consequential or incidental costs, including, but not limited to, disassembly, installation, costs due to production losses, or any other event not expressly covered by this agreement.
The warranty on equipment, parts, and accessories from other manufacturers is limited to the respective warranties of those manufacturers. The Company assumes no responsibility for damages or inconveniences resulting from the failure of any equipment, parts, or accessories from these manufacturers.
TAXES AND PERMITS: The Buyer agrees to pay any immediate or future permit or tax imposed on this contract concerning the manufacture, sale, lease, delivery, installation, possession, or use of the items and applicable law at the time of contract signing.
CANCELLATIONS: Cancellations will only be accepted with the Company’s consent and under conditions the Company deems necessary to cover its losses and expenses as well as those of its suppliers.
INSPECTIONS: The submitted prices do not include the cost of inspections by federal, provincial, or municipal agencies. When such inspections are required, the Buyer must make the necessary arrangements and bear the costs of required corrections by the inspectors.
OWNERSHIP: The Company retains ownership of all goods and services included in the contract until full and final payment has been made (no installment payments allowed). In case of default in payment by the Buyer under the stipulated conditions, the Company reserves the right, at its option, to either demand payment of overdue installments or repossess the goods without indemnity or credit for payments received toward the sale price. In this case, the Buyer will be released from the remaining sale price and corresponding promissory notes.
Until the full sale price is paid, the Buyer must, under penalty of damages to the Company, take reasonable care of the goods sold and promptly notify the Company of any seizure that may be made on said goods.
Unless agreed otherwise in writing, the Company will not substitute any equipment or material, increase or decrease the price, or make modifications, cancellations, waivers, or divergent interpretations of the terms and conditions set forth in this contract. The Company reserves the right to reject any subsequent changes requested by the Buyer that deviate from the contract specifications.
At all times, the Company remains the owner of all intellectual property rights, including copyrights, trademarks, logos, patents, and trade secrets related to any pre-existing or newly created works under this contract or related to their operations or any know-how developed for their own account.
FORCE MAJEURE: The Parties agree that in any case of force majeure, the Company will be released from its responsibility concerning agreed deadlines for completing work under this contract. Force majeure refers to an unforeseeable and irresistible event; it includes any foreign cause exhibiting the same characteristics.
Despite being aware of the ongoing Coronavirus pandemic (COVID-19), which prompted the declaration of a state of emergency in Quebec on March 13, 2020 (hereinafter referred to as the “Coronavirus Pandemic”), at the time of signing this contract, the Parties recognize it as a force majeure event. Due to the unpredictable resolution timeline of the Coronavirus Pandemic and the widespread disruption to regional, national, and international commercial activities caused by government-imposed restrictions, the Parties acknowledge that the Coronavirus Pandemic constitutes an exceptional, unforeseeable, and uncontrollable event.
Accordingly, the Company is absolved of any liability for delays in completing the work under this contract that are directly or indirectly caused by the Coronavirus Pandemic or any future state of emergency, including other pandemics. The Buyer expressly waives any claims, legal actions, demands, damages, costs, losses, penalties, or inconveniences arising from such events. This includes, but is not limited to, project delays, extended timelines, unavailability of labor and/or materials, financial challenges faced by the Company and/or its suppliers, work slowdowns, or the temporary or permanent suspension of operations.
INSTALLATION (if applicable): When installation is to be performed by the Company, the Buyer must not use the provided goods until the installation work is completed, unless written authorization is provided by the Company.
Despite being aware of the ongoing Coronavirus pandemic (COVID-19), which prompted the declaration of a state of emergency in Quebec on March 13, 2020 (hereinafter referred to as the “Coronavirus Pandemic”), at the time of signing this contract, the Parties recognize it as a force majeure event. Due to the unpredictable resolution timeline of the Coronavirus Pandemic and the widespread disruption to regional, national, and international commercial activities caused by government-imposed restrictions, the Parties acknowledge that the Coronavirus Pandemic constitutes an exceptional, unforeseeable, and uncontrollable event.
Accordingly, the Company is absolved of any liability for delays in completing the work under this contract that are directly or indirectly caused by the Coronavirus Pandemic or any future state of emergency, including other pandemics. The Buyer expressly waives any claims, legal actions, demands, damages, costs, losses, penalties, or inconveniences arising from such events. This includes, but is not limited to, project delays, extended timelines, unavailability of labor and/or materials, financial challenges faced by the Company and/or its suppliers, work slowdowns, or the temporary or permanent suspension of operations.
START-UP SERVICE AND OPERATOR TRAINING: Normally, and unless specifically stated, start-up, commissioning, and training services are not included in this contract. A separate proposal containing these services must be requested from a Company representative.
INSURANCE: The Buyer is responsible for insuring the goods sold under this contract against fire, theft, and liability risks from the time and location they are delivered to the Buyer.
PAYMENT: Unless otherwise agreed in writing, invoices for goods and services sold are payable upon delivery, regardless of installation date. In case of payment default under this contract, the Buyer agrees to pay late interest to the Company at a compounded monthly rate of 2% (26.82% annually).
APPLICABLE LAW AND JURISDICTION: For the purposes of this contract, the parties designate the district of St-Hyacinthe, Quebec, as their place of domicile.