This document describes the standard terms and conditions of sale related to submissions between Aireau Qualité Contrôle and the customer being the legal or natural person carrying out the transaction with Aireau Qualité Contrôle.
In the event of a conflict between the attached proposal and the standard contractual terms and conditions, the proposal will take precedence.
If the proposal is attached to a SELLER’s estimate or to a submission by the SELLER that is related with all tender documents, such estimate or tender will be open for acceptance for a period of thirty (30) days from the date of estimate or submission.
All contracts between SELLER and customers will be subject to the same terms and conditions below. If your order is an acceptance of an estimate on a form provided by the SELLER, without mentioning other terms and conditions of the sale or any other modifications, this document will be considered only as an acknowledgment of receipt of such an order, subject to credit approval. If your order is not an acceptance, then this document is an offer by the SELLER, subject to credit approval, to provide the goods and / or services only in accordance with the terms and conditions of sale.
In the event that the customer accepts delivery of the equipment and / or services provided by THE SELLER on this purchase order, the customer will be deemed to have accepted these terms and conditions without modifications or additions.
Prices and taxes
After acceptance without addition of any other terms of sale or any other modification by the Customer, the prices indicated are firm provided that the notification of immediate production and dispatch is received by the SELLER within THIRTY (30) days following acceptance of the order. If such release is received after more than THIRTY (30) days from the date of acceptance, the SELLER reserves the right to increase the price with justification. If this release is not received within sixty (60) days after the date of acceptance of the order, the prices are subject to renegotiation or, at the option of the SELLER, the order will be canceled. Any delay in delivery caused by Customer’s actions will cause prices to increase equal to the percentage increase in current prices during that delay period and SELLER may invoice Customer for all costs incurred, including without limiting the storage, handling, or other charges.
It is understood that the submission is based on a currency exchange rate established on the day of such submission. Considering the possible future variations of the exchange rate of the Canadian currency versus the American dollar, the seller reserves the right to modify, higher or lower, if the payment varies by more than 10% from the amount of the submission. The buyer may request that the amount of this submission be converted into US dollars at the time of entering into this contract. Once the market has been concluded with a purchase order, the buyer cannot avail himself of this clause.
The SELLER is obliged to provide only the equipment described in the presentation data (if such data is issued in connection with the order) and the SELLER may consider the acceptance of the proposal and the presentation data as an acceptance that the equipment is suitable for the specific project or location. The SELLER’s performance obligation according to any order and related price is therefore dependent. If the SELLER and the Customer do not agree on the prices or the terms, the order could be canceled without obligation. Unless otherwise specified in the proposal, compliance with all building codes or other laws or regulations relating to the particularities or location, use or operation of the equipment is entirely the responsibility of Customer.
The performance obligation provided by the SELLER under this Agreement and the prices of the equipment depend on the non-occurrence of a Force Majeure event. If SELLER cannot honor any material obligation of this Agreement due to an event of Force Majeure, this Agreement, as determined by SELLER, (i) remains in effect, but SELLER’s obligations must be suspended until the uncontrollable event ends or (ii) is terminated on ten (10) days’ notice to the Client and, if applicable, the Client shall pay the SELLER for all parts of the Work provided on the date of termination. A “force majeure event” means all the causes or events beyond the control of the SELLER. Without being limited to the foregoing, a “Force Majeure event” includes: natural disasters; acts of terrorism, war or public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; pandemic insurgencies; riots; work conflict; lack of manpower or material; sabotage; restriction according to the order of a court or public authority (valid or invalid); and action or non-action on the part of or inability to obtain or maintain the necessary authorizations, permits, licenses, certificates or approvals on the part of the government, if not caused by the SELLER ; and the requirements of any applicable government in any way that results in direct or indirect benefit from the material or finished product.
The seller acts as a representative of manufacturers beyond his control and therefore any warranty is subject to the terms of the warranties of these manufacturers, the Seller acts only as an agent. In general, the equipment supplied by the SELLER is covered by the manufacturers represented by a parts only warranty for a period of twelve (12) months from the date of initial commissioning, or eighteen (18) months from the date of manufacture, the shorter of these periods is used for warranty end date. The warranty does not cover diagnostic, labor or transport costs. IN NO EVENT IS THE REFRIGERANT COVERED BY THE WARRANTY. The exclusions of this warranty also include damage or failure resulting from: wear and tear; corrosion, erosion, degradation; Customer’s failure to follow the manufacturers’ maintenance plan; modifications made by others to the equipment supplied by SELLER. SELLER will not be obligated to pay for the cost of loss of product, labor or other direct or indirect losses. SELLER’s obligations and responsibilities under this Warranty are limited to the replacement of any equipment or parts, at SELLER’s option, from the factory or warehouse (EXW factory or warehouse for U.S. domestic purposes) from the shipping location designated by the SELLER, with transportation permitted. For any equipment distributed by the SELLER that does not conform (having been returned by the Customer to the SELLER, returns must be pre-approved by SELLER and are subject to a restocking charge, if applicable.) SELLER DOES NOT GUARANTEE, EXPRESSLY OR IMPLIED, THE PREVENTION OF MOLD, FUNGI, BACTERIA, MICROBIAL GROWTH OR ANY OTHER CONTAMINANT.
No obligation of any kind binds the SELLER until full payment of the Customer’s order and the SELLER’s obligation under this warranty is limited to the purchase price of the so-called defective Equipment. Additional warranty may be purchased at time of order and must be signed and approved by an authorized signing officer of SELLER at that time. Other warranty terms apply for refrigeration equipment. This warranty is given in lieu of any warranty, express or implied, including IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSES and / or any other arising from commercial trade.
The SELLER and the Client undertake to indemnify, defend and hold harmless from all claims, actions, costs, expenses, damages and liabilities, including reasonable attorney’s fees, resulting from death or personal injury, or actual or tangible bodily injury to property, insofar as it is caused by the negligence or misconduct of their employees or other agents in the course of their activities within the scope of this Agreement. Neither party shall indemnify the other for claims, damages, expenses or liabilities to the extent attributable to the acts or omissions of the other party. If the fault is attributable to both parties, the indemnity obligation must be proportional to their relative fault. The indemnification obligation will remain in full force notwithstanding the expiration or termination hereof, with respect to any claim based on facts or conditions which arose before the expiration or termination.
Upon request, the SELLER will provide proof of its usual insurance coverage. If the Client has requested to be named an additional insured under the SELLER’s insurance policy, the SELLER will record the additional insured endorsement in their manuscript. The SELLER does not release any right of subrogation.
Each of the events or conditions that follow represent a breach by the Customer and grants the SELLER the right, without resorting to remedial action, to terminate this Agreement, to require payment before shipment or to suspend performance by delivering written notice stating the cessation, making Customer accountable to Company for any Services provided to date and for any damages incurred by SELLER (including lost profits and costs indirect) : (1) Any failure by the Client to pay the amounts when due, or (2) any general assignment by the Client for the benefit of its creditors, or if the Client goes bankrupt or becomes insolvent or invokes the protection of a law for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if steps are taken for the liquidation or other termination of the Client or the liquidation of its assets, or if a trustee, curator, or a similar person is appointed over any of the assets or interests of the Client; (3) any representation or warranty provided by Client to this Agreement is materially false or misleading when made, or (4) any failure by Client to perform or comply with any material provision of this Agreement.
Limitation of liability
NOTWITHSTANDING ANY CONTRARY PROVISION, THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF REFRIGERANT, LOSS OF PRODUCT, LOSS OF REVENUES OR PROFITS) OR PUNITIVE DAMAGES, WHETHER CLAIMED UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW OR FACT. In any event, if the SELLER is responsible for any damage, its obligations are limited to the purchase price of the Equipment according to the order. The SELLER IS RELEASED FROM ANY RESPONSIBILITY FOR ANY DAMAGES (DIRECT OR INDIRECT) RESULTING FROM MOLD, FUNGI, BACTERIA, MICROBIAL GROWTH OR ANY OTHER AIRGENIC CONTAMINANT OR BIOLOGICAL AGENT.
Manufacturing and delivery time
Delivery dates, even if specified in writing, are only estimates. The SELLER is in no way responsible for delivery times. Deliveries must be EXW from the factory or warehouse, title and risk of loss being the responsibility of the Customer at the time of delivery to the carrier, with any delivery corresponding to delivery to Client for all intents and purposes. When notified that the equipment is available for delivery, the customer must make an arrangement to take possession of it at the place of manufacture (EXW) within the following TEN (10) days. After this period, if there is no agreement between the SELLER and the buyer, reasonable handling, storage and transportation costs may be charged by the SELLER.
Equipment is specially manufactured in response to orders. If all or part of the order is canceled by the Customer, the Customer must pay cancellation fees to the SELLER, including, but not limited to, the costs incurred by the SELLER and any SELLER’s profits related to the transaction without cancellation by the Customer.
The Customer must pay the invoices of the SELLER within thirty (30) business days after the date of shipment (If approved in advance by the SELLER). The SELLER reserves the right to add to any account overdue for more than thirty (30) days, a service charge representing an amount equal to or less than the maximum interest rate allowed by law or 1.5% of the principal sum due at the end of each month. The Client must pay all costs (including attorneys’ fees) incurred by the SELLER to collect the amounts due and to enforce its terms. If required, SELLER will provide lien waivers upon receipt of payment. The Customer agrees that, unless it makes payment in advance, the SELLER will have a financial security right over all the Equipment to ensure full payment due to the SELLER and orders for Equipment, in connection with these terms, are a security agreement (according to UCC in the United States and the Personal Security Act in Canada). The Customer undertakes to keep the Equipment free from all taxes and charges, not to remove the Equipment from its point of original installation and not to assign or transfer interests of the device until all payments due to the SELLER are made. The financial security right of the purchase herein is actualized upon the SELLER’s acceptance of the Customer’s order and receipt of the Equipment described in the Accepted Proposal, but before installation. The parties have no agreement to postpone the time of this update unless a written notice specifying it on the accepted order.
The SELLER will consider complaints of concealed shortage in delivery or rejections arising from a lack of conformity with an order only if such complaints or such rejections are made in writing within five (5) days of delivery and are accompanied of the shipping list and, if applicable, detailed reasons for the Equipment’s lack of conformity with the Customer’s order. Upon receipt of authorization and shipping instructions from authorized SELLER personnel, Customer may return the rejected Equipment, freight charges prepaid, for replacement. SELLER may charge Customer for all costs resulting from the testing, handling and disposal of any Equipment returned by Customer which SELLER believes is compliant.
SELLER’s obligation to provide Equipment under this Agreement is subject to SELLER’s ability to provide such items in accordance with applicable laws and regulations of Canada, the United States and other governments. SELLER reserves the right to refuse and cancel any order, under this Agreement, if SELLER, in its own discretion, determines that the execution of the transaction related to the order violates applicable laws and regulations. Any refusal or cancellation by the SELLER does not constitute a breach of the obligations of the SELLER for any losses, costs or expenses, including related damages, that the Customer may suffer as a result of such refusal or cancellation.
The SELLER’s obligation is limited to the service as defined here and does not include modifications, additions or additions to the contract whether required by the customer or under any other legislation or regulation in the building sector.
THE WARRANTY AND LIABILITY, SET FORTH ABOVE, REPLACE ALL OTHER WARRANTIES OR LIABILITY, CONTRACTUAL OR EXTRACONTRACTUAL, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND COMPLIANCE FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL AIREAU QUALITÉ CONTROL BE LIABLE FOR INCIDENTAL, COLLATERAL OR PUNITIVE DAMAGES.