Famic Technologies Inc. is hereinafter referred to as the "Company", and the person, the enterprise or the company from which Goods or Services are ordered is hereinafter referred to as the "Vendor".
The written acceptance of this Order should reach the “Company” within ten (10) days of the date the Purchase Order was issued, by the transmission of a duly signed copy by the “Vendor” to the “Company”. All arrangements other than those provided here are subject to a distinct written approval of the “Company”. Shipment of Goods or Services provided by the “Vendor” shall be deemed to constitute an acceptance of the Terms and Conditions stipulated herein, and also of all other Terms and Conditions stated in any other Document attached by the “Company” to the current Purchase Order.
The current Order should not be filled by the “Vendor” at a price higher than shown on the current Purchase Order without the written consent of the “Company”. The “Vendor” certifies that the prices indicated in the current Order are not higher than those commonly quoted to other clients for identical items or services of the same kind, in similar quantities. Unless otherwise stated, the price indicated includes all fees and expenses incurred by the “Vendor”, and also freight and insurance to the place of destination, packaging, boxes and transport included, as well as all local, provincial, federal or other taxes applicable to herein. Any cash discount, if applicable, shall be calculated from the latest of the following dates: the delivery date to the place of destination, the date of receipt of the invoice or the date of settlement of any dispute or claim.
The “Company” reserves the right to refuse any good and to cancel the order in whole or in part without any fee or damages, direct or indirect, in case of non-delivery of all or a part of goods or services in the established time limit and, in such an event, the “Company” reserves the right to contact any other supplier and to obtain a compensation from the “Vendor” for any loss incurred, except if there is any contrary written agreement authorizing a deferred execution.
By accepting this order, the “Vendor” warrants it has the right to sell goods or provide services subject to this order and the authority to process it and further warrant that all goods or services subject to this order shall include warranties of merchantability and shall be in conformity with specifications, drawings, descriptions or submitted samples and free from defects. The “Company” may, after the inspection of delivered goods, decide to reject the goods even if corresponding amounts have already been paid to the “Vendor”. In the latter case, the “Company” shall debit from the “Vendor” account the related costs. The acceptance or the partial or full payment of goods or services provided under this agreement, shall not be deemed a waiver by the “Company” of the right to claim direct or indirect damages, to cancel this order or to return goods at the Vendor’s expense either in whole or in part, because of a delay in the execution of the order, of a non-compliance with the order’s description of goods or services or any other defect. This warranty shall remain in effect for a period of twelve (12) months starting from the date of first use. In any case, it shall be extended beyond the acceptance and the payment made by the “Company” and shall expand to its successors and rights holders, and also to the clients when goods are resold by the “Company” or integrated to the products of the “Company”.
The “Vendor” guarantees to the “Company” that products or services covered by this order, once accepted, shall not violate intellectual property of any third party including, without any restriction, copyright, trademark, patent or know-how. The “Vendor”, in this respect, commits to defend, at its own expense all and each claim, action and proceeding alleging such acts of infringement. The “Vendor” also commits to compensate the “Company” and all administrators, successors and rights holders, clients or mandatories, against all damages and fees that may result from such violations or alleged violations. The “Company” shall retain its ownership rights with respect to all documents or information that would have been disclosed or paid under this agreement; this information is deemed to be the property of the “Company”. Moreover, the “Vendor” commits and agrees to respect its confidentiality and to not disclose in whole or in part, its content, without the written consent of the “Company”. Documents and information are entrusted to the “Vendor” for the sole purpose of providing goods or services as described herein. The “Vendor” commits to use documents and information disclosed herein for the sole purpose of the current order.
The “Vendor” commits to deliver materials and goods according to reasonable safety rules in order to prevent accidents or personal injuries.
The “Vendor” shall not assign or subcontract any order or any sold product either in whole or in part, or any right resulting thereunder without a prior written consent of the “Company”.
The “Company” reserves the right, at its discretion, to suspend or cancel at any time, in whole or in part, the delivery of goods, the provision of services subject to this order, at no cost or loss direct or indirect, if this suspension or cancellation is caused by a fortuitous event or a case of force majeure or circumstances out of its control, including adverse market conditions.
Any contract provided herein shall be governed by and interpreted in accordance with the laws applicable in the Province of Quebec and shall be submitted to and settled by a court of competent jurisdiction in the District of Montreal, Quebec, Canada.