1. Effect of terms and conditions
All products sold by Recyc PHP inc. (the “Seller”) to a customer (the “Customer”) are subject to the terms and conditions set forth herein. These terms and conditions take precedence over any other additional or contradictory provision set out in a purchase order or other document emanating from the Customer, even if a representative of the Seller has signed such a document. No modification of these terms and conditions nor any waiver of its provisions shall be valid unless it has been clearly accepted in writing by an authorized representative of the Seller. The acceptance by the Seller of a purchase order or the failure of the Seller to object to additional or contradictory provisions appearing in a purchase order or other document emanating from the Customer can not be considered as an acceptance of such provisions. nor a waiver of these terms and conditions. The Customer is deemed to accept the terms and conditions set forth herein by accepting the products sold by the Seller.
2. Quotation and price
Any quote given by the Seller to the Customer does not constitute an offer to sell or a contract but rather an invitation to place an order. A transaction is deemed concluded only when the Seller accepts the Customer’s order form; however, the Seller reserves the right to refuse a purchase order, in whole or in part, for any reason. Unless otherwise expressly established in writing by the Seller, prices may be changed without notice and the products will be invoiced at the current price on the date of delivery. Typographical and clerical errors may be corrected and the supply of products in stock depends on their availability at the time of order acceptance. In addition, without limiting the foregoing, the Seller reserves the express right to modify the prices according to the fluctuation of quantities or market conditions.
Subject to credit approval, any amount due must be paid as stipulated in the terms indicated on the invoice, unless expressly provided otherwise in writing by the Seller. Notwithstanding the foregoing, the Seller may at its option require full payment before delivering the goods. Failure to pay the sums due on time, the Customer will have to pay late fees of 2%, or at the maximum legal rate if the latter is lower, on the overdue balance for each thirty (30) days. , or number of days in that period, beyond the due date. The Customer shall reimburse the Seller for any expense incurred by the latter in order to recover any amount owed by the Customer, including but not limited to legal fees, legal interest, attorneys’ fees and collection agent fees. In addition to any other right or remedy available to it, the Seller may, at its option: (a) suspend the delivery or transportation of the goods; (b) impose or modify the credit limit granted to the Customer for his purchases; or (c) cancel the purchase order if the Seller considers that the Customer will not be able to afford his order.
The Customer is responsible for paying taxes, duties and other charges imposed by any government agency in connection with this Agreement. These taxes, duties and other charges are not included in the price of the products and will be added to the amounts owed by the Customer. The Customer declares himself responsible and will indemnify the Seller for any additional tax or penalty required by the tax authorities, as well as any legal costs incurred by the Seller resulting from incorrect information provided by the Customer in matters of taxation.
The Customer may not cancel a purchase order accepted by the Seller without the prior written authorization of the Seller. In addition, the Customer agrees to indemnify the Seller for any loss resulting from such cancellation and to reimburse him for the expenses resulting from the cancellation.
6. Return policy
The Customer must obtain the written authorization of the Seller before returning any product sold by the Seller. In addition, it must present proof of purchase such as an invoice or receipt, and the merchandise must be new, in resalable condition and in its original packaging. Returned merchandise must be associated with a return authorization number and Customer will receive a credit for the purchase price of the returned products, less return, shipping and other charges. Returns are not accepted for special products, custom made and / or modified to accommodate the Customer.
7. Discrepancies between the order form and the delivered goods
After receiving the goods, the Customer has 48 working hours to report any problem between the products received and what was ordered. In the event of a stock shortage of a given product, the Seller will offer the Customer alternatives for his consideration.
8. Ownership and risk of loss
All shipments are made EXW (Ex works), unless expressly provided otherwise in writing by the Seller. The risk of loss rests with the Customer from the point of shipment. The Customer agrees to defend the Seller and to indemnify him for any loss resulting from a claim, suit or demand affecting the merchandise while the Customer assumes the risk thereof.
9. Delivery, shipping
Any delivery date, shipment is provided as a guide only and is not guaranteed; however, reasonable commercial efforts will be made to respect the estimated delivery and shipment dates. The Seller accepts no responsibility for any delay in delivery or shipment on his part. Deliveries, partial or pro rata shipments will be accepted by the Customer and the latter releases the Seller from all liability in the event of failure to fulfill the order in full.
10. Transportation costs
The Customer shall bear all costs of transport and other related costs, unless expressly provided otherwise in writing by the Seller. When the Seller agrees to bear the transport costs, he reserves the right to choose the carrier, but it will be the Customer’s responsibility to unload the goods at their destination. In all cases, the Seller ceases to be responsible for the goods as soon as the carrier receives them in good condition. When the Customer receives the goods, he must inspect it for damage occurring during transport, in which case he must immediately submit a claim to the carrier, with supporting evidence.
11. Limited warranty
The Seller declares and guarantees that he has the right to sell the products and that he owns them when he delivers them to the Customer.
IN ADDITION TO THE FOREGOING WARRANTIES OF TITLE, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES ON THE PRODUCTS SUPPLIED, NO INDEMNITY (ON INTELLECTUAL PROPERTY OR OTHERWISE) AND, TO THE EXTENT PERMITTED BY LAW, MAKES NO WARRANTIES OR CONDITIONS EXPRESSED. REGULATORY OR OTHERWISE OF ANY NATURE WHATSOEVER, IN PARTICULAR BUT NOT EXCLUSIVELY ON MERCHANTABILITY, FITNESS FOR SOME SPECIAL PURPOSES, NO INFRINGEMENT OR ARISING FROM COMMERCIAL USES OR THE ORDINARY CONDUCT OF BUSINESS. ANY DOCUMENTATION, RECOMMENDATION OR ASSISTANCE PROVIDED BY SELLER REGARDING THE PRODUCTS, THEIR USE, DESIGN, APPLICATION, OPERATION OR OTHERWISE IS FOR THE BENEFIT OF THE CUSTOMER AND DOES NOT CONSTITUTE ANY REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED, AND MUST BE IMPLIED. THE CUSTOMER AT ITS OWN RISK, WITHOUT ENGAGING ANY OBLIGATIONS OR RESPONSIBILITIES FOR THE SELLER. THE SELLER CANNOT BE HELD RESPONSIBLE FOR THE INFORMATION OR DOCUMENTATION PROVIDED BY THE CUSTOMER OR A THIRD PARTY, OR FOR THE SERVICE OF THE CUSTOMER OR THIRD PARTY, OR OTHERWISE. IT IS THE CUSTOMER’S RESPONSIBILITY TO DETERMINE THE SUITABILITY OR QUANTITY OF THE PRODUCTS SUPPLIED BY THE SELLER. CUSTOMER’S SOLE REMEDY TOWARDS SELLER FOR BREACH OF ANY WARRANTY CONCERNING PRODUCTS SOLD BY SELLER IS LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT WHICH IS THE SUBJECT OF THE CLAIM, OR STILL REFUND AT THE PRICE. PURCHASE. IN THIS REGARD, THE SELLER SHALL NOT BE HELD RESPONSIBLE FOR THE DISMANTLING, REMOVAL, INSTALLATION, REINSTALLATION OR LABOR COST ASSOCIATED WITH THE REPAIR OR REPLACEMENT IN QUESTION, OR ANY CONSEQUENTIAL DAMAGES WHICH MAY MAY BE ASSOCIATED WITH THE REPAIR OR REPLACEMENT. BE ASSOCIATED WITH IT.
13. Limitation of liability
IN NO EVENT SHALL SELLER BE LIABLE FOR (A) SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES; (B) LOSS OF PROFITS OR BUSINESS REVENUES, FAILURE TO REALIZE ANY EXPECTED SAVINGS, LOSS OF USE OR LOSS OF TIME; OR (C) ANY CLAIM AGAINST THE CUSTOMER MADE BY A THIRD PARTY; DUE TO CONTRACT, NEGLIGENCE, TORT OR OTHERWISE RESULTING FROM THE PERFORMANCE, FAILURE TO PERFORM OR DELAY IN EXECUTION OF ITS OBLIGATIONS HEREIN, IT DOESN’T MATTER WHETHER THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY SUCH DAMAGES. FURTHERMORE, THE CUSTOMER EXPRESSLY AGREES THAT SELLER’S TOTAL LIABILITY SHALL IN NO EVENT EXCEED THE VALUE OF THE PRODUCT OR SERVICE IN QUESTION.
14. Force majeure
The Seller is exonerated from its responsibilities hereunder in the event of a disaster or event beyond its control, including but not limited to the inability to obtain products from suppliers at a reasonable price or in sufficient quantity from the sources of supply.
15. Applicable law and exclusive jurisdiction
In case no settlement can be reached, the case may then be submitted for arbitration to Quebec arbitration court in accordance with the Quebec laws. The Arbitration shall take place in Montreal and the decision of the Arbitration shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party.
The Customer represents and warrants to the Seller that it will comply with all applicable laws, rules, ordinances and regulations, including but not limited to those relating to corruption, competition and exports.
17. Export Control
The Client declares and guarantees that it will comply, at all times, with the laws and regulations, including trade, economic or financial restrictions as well as trade embargoes and any resulting amendments (collectively, the “Laws”) imposed by any authority. government, including, where applicable, Canada, the United States and the European Union. The Seller cannot be held responsible, and the Customer agrees to exonerate and indemnify the Seller, for any breach of these Laws. The Customer shall not, except as otherwise permitted by law, tranship, re-export or otherwise divert any property acquired from the Seller. Where applicable, the Customer undertakes to provide the Seller, within a reasonable time, with any information or documentation necessary for the export, shipment and import. The Seller cannot be held responsible, and the Customer agrees to hold harmless and indemnify the Seller, for any delay or other loss resulting from inaccurate information or documents from the Customer, as well as any failure of the Customer to produce, within the deadlines, any import and export review, or any related permit issuance process. Within the limits permitted by law, the Customer must, as soon as he becomes aware of it, declare to the Seller the details of any claim, action, lawsuit, procedure or investigation concerning him with regard to the laws raised by any agent of the ‘authority. In the event that the Seller might believe, in good faith, that the Customer has violated, or is under investigation for having violated any law, or if the Customer is identified on any sanctions list, the Seller may terminate the relationship and / or any contract with the Customer without incurring any liability.
1. Effect of terms and conditions