1. OBJECT
These general conditions of services and for the provision of products (hereinafter the"GCS") apply to any Order (hereinafter defined) placed by the Client concerning the performance of the Services (hereinafter defined) of the Supplier and for any order of Products (hereinafter defined) placed with the Supplier and governed by the applicable laws of the province of Quebec.
2. DEFINITIONS
Client:means the person or legal entity issuing the Order and recipient of the service offer issued by the Supplier.
Order:means any written document, transmitted by the Client to the Supplier, and materializing the Client's acceptance for the performance of the Services. Unless expressly agreed in writing by the Supplier, the Order cannot expand or modify the content of the initial service offer.
Contract:means the contractual set formed by the documents listed in the article "Contractual Documents", which collectively govern the rights and obligations of the Parties.
Requirements:refers to the documented requirements of the Client, including those related to occupational health and safety, environmental protection, anti-corruption, and the protection of personal information, as applicable under current federal and provincial laws.
Client Data:refers to the data and information (including personal information as defined by applicable Canadian data protection laws, such as the Personal Information Protection and Electronic Documents Act, (S.C. 2000, c. 5), the Personal Information Protection Act, (chapter P-39.1), the Personal Information Protection Act, (S.A. 2003, c. P-6.5) or the Personal Information Protection Act, (S.B.C. 2003, c. 63)) that may be communicated, processed, accessed, transferred, or hosted by the Provider in the context of the Services provided to the Client. The Client agrees to specify the categories of Client Data and the categories of data subjects in the Specifications.
Provider:refers to SERRUFORT INC. Depending on the context, the term may include its affiliates or related companies authorized to act under the Contract.
Party(ies):refers individually or collectively to the Provider and the Client.
Product(s):refers to any product, component, part, or material provided or sold by the Provider to the Client under the Contract.
Service(s):refers to all professional, technical, or consulting services to be provided by the Provider in accordance with the terms of the Contract.
Risks:refers to all identified or foreseeable risks in the context of the execution of the Services, including in particular risks related to health and safety, security, protection of personal information, cybersecurity, and the environment, in accordance with the laws and standards applicable in Canada and, where applicable, in Quebec.
Service(s):refers to all professional, technical, or consulting services to be provided by the Provider in accordance with the terms of the Contract.
Specifications:refers to any written document describing the Client's needs, in which the Client has specified its documentary instructions to the Supplier to enable it to perform the Services.
3. SERVICES
The Supplier agrees to provide, and the Client agrees to pay the Supplier for the execution of the services described on the front of the Service Order Form (the "SOF") (collectively, the "Services"). The SOF will incorporate by reference these General Terms and Conditions (the "General Conditions"), which must at all times be read and interpreted together. The SOF, along with the General Conditions and any drawings, proofs, plans, descriptions, specifications, samples, data, and any other documents expressly referred to herein and adopted by reference, constitute the complete agreement that exists between the parties (the "Contract"). The Services must be performed at the facilities designated by the Client in the Contract (the "Project Site") and/or the SOF. All communications with the Supplier must be directed to its representative identified in the SOF.
4. PRECEDENCE OF CONDITIONS
The Supplier expressly rejects any different, additional, or imposed condition and/or term by the Client in relation to its acceptance of this Agreement. No alleged revision, addition, or deletion of terms of the Agreement shall have any effect, regardless of its form, including a proposal, an invoice, an acknowledgment, or a submission by the Supplier or otherwise (unless included in a written amendment signed by the Supplier). If the Supplier includes or attaches any different or additional condition to its presumed acceptance and begins the performance of the Services, a contract in accordance with the terms and conditions set forth herein will result. In the event of any incompatibility between the BCS and the General Conditions, the terms and conditions provided in the BCS shall prevail.
5. CHANGE ORDER
The Client may request changes to the Services at any time. The Supplier shall then have the right to refuse such changes without having to provide reasons. If these changes are accepted by the Supplier, it will proceed diligently upon receipt of a written and signed Change Order from the Client. The agreed price and delivery date specified on the front of the BCS must be adjusted to reflect any increase or decrease in the Services, within a period of two (2) calendar days, it being understood that the Client must accept the adjusted price.
6. IDENTIFICATION
In the case of a contract concluded remotely by electronic means, the Supplier identifies itself to the Client as follows:
Serrufort Inc.
707 Patterson Street
Donnacona (Quebec)
G3M 0B8
Phone: +1 581 419 2419
Email: info@serrufort.com
CA - NEQ 1180821838
7. CONTRACTUAL DOCUMENTS
The Client acknowledges having previously been aware of the General Terms and Conditions (GTC), and thus having had sufficient time to appreciate and discuss the clauses with the Supplier. Consequently, the Parties agree that the GTC apply to all Services provided under the Contract.
The Parties expressly agree that the general purchasing conditions or any other contractual document unilaterally issued by the Client are excluded and cannot be opposed to the Supplier, unless expressly and in writing accepted by the latter, despite any contrary clause appearing in said documents or in an Order.
The Contract consists of the following documents, ranked in order of decreasing priority in case of interpretation conflict:
1°) The BCS;
2°) The GTC which are an integral part thereof;
3°) The Specifications, if applicable.
The Contract can only be modified by written agreement signed by the authorized representative of each Party.
8. OBLIGATIONS OF THE PARTIES
8.1 Obligations of the Supplier
The Supplier undertakes to perform the Services under an obligation of means, with diligence, skill, and professionalism, in accordance with the stipulations of the Contract, the standards generally recognized in the relevant industry at the time of acceptance of the Order, as well as the applicable laws and regulations in the territories where the Services are performed.
Furthermore, the Supplier must provide the Client with all useful information and all necessary advice for the execution of the Services prior to the formation of the Contract.
8.2 Client Obligations
The Client agrees to collaborate in good faith with the Supplier throughout the execution of the Services. In this regard, they must provide, as soon as possible and in writing, all necessary and relevant information, including in particular the Specifications, Requirements, and identified Risks, in order to enable the Supplier to formulate a service offer and execute the Services in accordance with the Contract.
The Client declares and guarantees that all information and data, including Client Data, provided to the Supplier are accurate, complete, and up to date at the time of transmission.
The Client acknowledges that the Supplier will rely on this information for the execution of the Services and agrees to promptly notify in writing any changes that may affect its validity or relevance. The Client agrees to keep the Supplier informed, in writing and without delay, of any changes and/or revisions to the Requirements and Risks so that the Supplier can comply.
In the event of the Client's failure to fulfill their information obligations regarding the Requirements and Risks, the Supplier shall not be held responsible for any consequences arising directly or indirectly from an unreported or poorly assessed Risk and/or from non-compliance with an uncommunicated or incompletely communicated Requirement.
In such a case, the Client will assume full responsibility for any loss, damage, or additional costs arising from this failure.
9. APPLICABLE RATES FOR SERVICES
The cost of an intervention by the Supplier is determined based on travel, required expertise, and the level of urgency.
A minimum of one hour as well as travel expenses will be charged to the Client. Beyond one hour, additional time will be rounded in fifteen-minute increments.
10. TERMS OF SERVICES
A date for the intervention will be communicated by the Provider to the Client via email or phone. During this exchange, the Provider will verify the required technical conditions.
In case of doubt, a technical visit may be organized. This visit will confirm the feasibility of the planned intervention.
Before any intervention, the Client may be required to provide proof of ownership or legitimate occupation of the property in question, such as a title deed, a lease, an identification document corresponding to the address of the location, or any other document deemed relevant.
The Provider reserves the right to refuse any intervention in the absence of adequate supporting documents.
The Client must be present or represented by a duly authorized agent with the necessary powers throughout the duration of the intervention. The signature on the intervention receipt serves as irrefutable confirmation of this representation.
The Client must ensure optimal working conditions for the Provider's technicians, particularly by removing any fragile or valuable items that could be damaged beforehand. In the case of intervention on fund management equipment, the Client must report the presence of valuable items inside, which remain solely and entirely their responsibility.
The Client must provide the Supplier's technicians with the maintenance file and keep a record detailing all anomalies and incidents (blocking, non-blocking) as well as the history of interventions. This document must be accessible to the technicians in charge of the intervention. The Client is required to facilitate the performance of the operational tests scheduled after each intervention.
11. CLIENT'S REQUEST FOR CANCELLATION OF SERVICES
Any request for intervention is considered firm and final after confirmation by the Supplier.
In the event of cancellation by the Client less than twenty-four (24) hours after the service request, non-refundable fixed fees will be applied by the Supplier to cover administrative costs and the mobilization of teams and personnel.
In the event of cancellation by the Client of the delivery date or the installation of a safe, less than three working days before the scheduled date, the incurred costs (fees and materials) will be the responsibility of the Client. To this end, a flat fee of $395, before taxes, will be charged to the Client in connection with this late modification.
12. PERSONNEL
In the context of the execution of the Services, the Supplier retains exclusive authority over its personnel at all times, including hierarchical, disciplinary, administrative, accounting, and social powers, even when all or part of the Services are performed on the Client's premises.
The personnel assigned by the Supplier remain at all times in its exclusive employment, and no provision of the Contract may be interpreted as creating an employment, subordination, or representation relationship between the Supplier's personnel and the Client.
It is expressly agreed that the Services do not constitute either a temporary placement contract or a provision of personnel within the meaning of applicable labor laws, including provincial labor standards laws.
13. AFTER-SALES SERVICE OR INTERVENTION
The Client can contact the Supplier by phone at+1 581 419-2419, from Monday to Friday (excluding holidays) from 8:00 AM to 4:30 PM, at the cost of a local call, if urgent intervention is necessary. An on-call service is also available from 6:00 AM to 8:00 AM and from 4:30 PM to 10:00 PM. During weekends (Saturday and Sunday) and on holidays, the Client can communicate with the Supplier by sending a message to info@serrufort.com or by using the contact form available on their website www.serrufort.com. If applicable, the Supplier will charge the Client the applicable fees for services rendered at the Client's request.
14. PRODUCTS SOLD
14.1 Accuracy of information and data
For all Product orders placed by the Client with the Supplier, the Client is responsible for verifying the ordered quantities and the information entered on any purchase order. The Client acknowledges that the images, information, and data on the Supplier's website are strictly indicative. Under no circumstances can a variation or modification of the container or content of a product be invoked as a reason for a claim if it differs from the representation displayed online. The Supplier reserves the right to make any changes it deems necessary to the Products at any time, without the obligation to adapt those already delivered or in the process of being ordered. These adjustments can be made without notice and do not engage the Supplier's liability in any way.
14.2 Order Confirmation
The Supplier agrees to send the Client an order confirmation by email, no later than at the time of shipment. This confirmation will specify the ordered product(s), their price(s), the payment method, and the applicable delivery terms.
The order validated by the Client becomes effective only after the transaction has been validated. In case of refusal, the order is canceled and the Client is informed by email by the Supplier.
14.3 Product Availability
The Supplier reserves the right to cancel any order placed with it, without justification. If applicable, the Supplier will refund the Client any amount paid by the latter within fifteen (15) business days. The Client waives all claims, remedies, rights, demands for any damages that may result from such order cancellation, including but not limited to any loss of profits, loss of opportunities, claims, costs, fees, and damages of any kind.
14.4 Product Prices
All product prices are in Canadian dollars, excluding taxes and additional fees.
All applicable eco-fees and transportation, handling, packaging, installation, assembly, and subsequent assistance fees are also charged to the Client in addition to the sale price.
The Supplier reserves the right to make adjustments to the prices of the Products at any time and at its sole discretion. Items in stock will be billed at the sale price in effect at the time the order is recorded by the Client. In the event of a sale price adjustment following the Client's order fulfillment, the Client will not benefit from a sale price adjustment.
In the event that more than sixty (60) days elapse between the order date and the delivery date, the Supplier reserves the right to proportionally adjust its prices to reflect costs related to production, currency fluctuations, raw materials, imports, and wages.
14.5 Delivery of Products
The Supplier shall not at any time or in any way be held responsible for errors made by the Client in the wording of the address, the recipient, or the order. Similarly, any delay or impossibility of delivery resulting from these errors shall be the sole responsibility of the Client.
The products are delivered to the address indicated by the Client on the order form and travel at the sole risk of the recipient.
Delivery times are communicated for informational purposes only and do not constitute any contractual commitment from the Supplier.
The Supplier commits to dispatch the ordered products within a period of ten (10) days.
No compensation, damage, or claim may be made against the Supplier or the carrier in the event of a delivery delay. A delay does not constitute a reason for the Client to cancel the Contract.
If a package is not picked up by the Client despite the delivery notice and the invitation to collect it at a pickup point, it will be returned to the Supplier. The recipient will be informed by email as soon as the return is received by the sender. A new shipment may be made at the request of the Client, who will bear all costs, including if the first shipment was offered by the Supplier.
If the Client postpones the delivery date sufficiently in advance to cancel the service, the Product will nevertheless be considered delivered on the date indicated in the order confirmation. Billing will be carried out on this initially scheduled date, and the Product will be stored in a warehouse at the Client's expense and risk if necessary.
The Client must ensure that the access points (doorways, stair width, etc.) are compatible with the dimensions of the ordered products. An additional margin must be provided for the passage of handling equipment. The delivery and installation service is limited to the ground floor, with a maximum of 20 meters of rolling on hard, accessible ground without steps. Otherwise, the Client will have to bear the costs of any additional services required. For certain products with specific weight and volume characteristics, access to the site must be suitable for a 19-ton truck. If delivery proves impossible due to an unsuitable location or incorrect statements from the client, the Supplier may cancel the order.
The Products are delivered cleared and travel at the Client's risk. The Client bears all risks related to the transport and delivery of the Products. Responsibility for the use of the purchased Product, as well as the risks arising from it, is fully transferred to the Client upon effective delivery.
14.6 Client Commitment
The Client is responsible for verifying, or having a third party verify, that each ordered and delivered product can be installed in accordance with the technical requirements specified in the installation manual. The Supplier disclaims any responsibility in case of difficulties, incompatibility, or damages resulting from a lack of verification or incorrect statements from the Client.
The Client agrees to read the provided instructions carefully, which contain essential information to be followed.
The Client agrees to perform regular backups of their software and data if the system allows.
The Client is required to regularly test their installation to ensure its proper functioning. Any malfunction observed by the Client must be reported to the Supplier as soon as possible, subject to the expiration of the applicable contractual warranty.
The Client must ensure that the ground resistance and its load-bearing capacity, as well as that of the stairs in the case of a safe delivery, are compatible with the weight of the delivered Products. The Supplier bears no responsibility in this regard and makes no representations on this matter, the entire responsibility of which lies with the Client.
The anchoring of a safe must be carried out on a concrete support with a minimum thickness of 15 cm, in order to ensure effective fixation.
Furthermore, the concrete used must not be crumbly and its mix must comply with current standards. Given the limitations of a fixation's resistance, the Supplier cannot be held responsible in any case of tearing away and theft of a safe.
14.7 Cancellation of an order by the client and return
The Client may request a refund for the Products and the cancellation of the order within a period of fourteen (14) days from the delivery of the Product. This refund request must be submitted in writing to: info@serrufort.com. If the aforementioned deadline expires on a Saturday, Sunday, or public holiday, it is automatically extended to the next business day. In the case of a refund and return request, shipping costs are the responsibility of the Client.
Returned products must be in their original packaging, accompanied by all provided accessories, and in perfect condition. The Customer is responsible for any depreciation of the products resulting from excessive handling beyond what is necessary to assess their nature, characteristics, and proper functioning, as they would do in a physical store.
The customer is required to handle the products with care and to respect their integrity. Otherwise, the Supplier reserves the right to deduct from the refund amount the estimated value of the product's depreciation.
Custom-made items, not held in stock or requiring specific production, are neither accepted for return nor exchanged by the Supplier.
Any request for modification or cancellation after order confirmation is subject to the prior acceptance of the Supplier. No return of goods will be accepted without the prior consent of the Supplier and without the Customer following the return instructions.
The refund of the sale price will be deferred until the Product is effectively recovered by the Supplier.
15. SPARE PARTS
Due to the specific characteristics of the products, certain spare parts and components can only be obtained during an intervention carried out by a Supplier technician as part of a repair or maintenance service. The Supplier has the discretion to refuse to provide or sell such parts or components to the Customer. These parts are not directly accessible to the public in order to preserve the integrity of the integrated security technologies.
16. FINANCIAL TERMS
The Client agrees to reimburse the Supplier for all reasonable expenses incurred in the performance of the Services, including travel, accommodation, meals, and other related expenses, upon presentation of relevant supporting documents, within thirty (30) days following receipt by the Client.
Billing for the Services is established according to the following terms:
- Hourly or daily billing: based on activity reports, timesheets, or any other equivalent document certifying the actual provision of the Services; or
- Flat-rate billing: according to the payment schedule defined by the Supplier, subject to the proper progress of the Services.
17. PAYMENT
Unless expressly stated otherwise in the Contract, all invoices issued by the Supplier are payable in Canadian dollars, by bank transfer or cash, within anet term of thirty (30) daysfollowing their date of issue. The payment cards accepted by the Supplier are as follows: Debit, Visa, and Mastercard.
If payment has not been received within forty-five (45) days following receipt of the invoice by the Client, the Supplier will be authorized to immediately suspend work without notice and will automatically request, without notice, immediate payment of all amounts due, regardless of the payment method provided.
In case of late payment, default interest will apply automatically, without the need for a formal notice, at a monthly rate of 1% (equivalent to 12% per year), and the Client will incur a penalty of fifteen percent (15%) of the amount of unpaid invoices. The Supplier reserves the right to suspend the execution of all Services until full payment of the amounts due.
The Supplier reserves the right to claim, in addition, reasonable administrative or judicial fees incurred for the collection of unpaid amounts.
By express agreement between the Parties, the Supplier is authorized to offset, to the appropriate extent, any amount possibly due to the Client with the amounts that the latter owes to the Supplier for any reason. The Client remains liable for the payment of any invoice issued by the Supplier for Services rendered, even in the absence of a purchase order or internal document from the Client, as long as these Services have been performed with the express or tacit agreement of the Client, including due to their behavior or the established usage between the Parties.
Any dispute from the Client regarding the issued invoices must be made within 30 days from their date of issuance.
The Supplier requests at all times absolute ownership of the Products until the Client has fully paid the sale price and applicable fees and these amounts have been received by the Supplier.
18. PRICE REVISION
Unless expressly stated otherwise in the Contract, and subject to any substantial changes in the content of the Services, the price of the Services is subject to annual revision by law, on January 1st of each year, based on an adjustment index representative of the evolution of costs in the industry.
19. ACCEPTANCE OF SERVICES, TRANSFER OF RISKS
Unless expressly stated otherwise in the Contract, the acceptance of the Services by the Client will be deemed to be acquired unconditionally in the following cases:
- by the payment of invoices related to the Services or deliverables concerned;
- by the use, in whole or in part, of the results of the Services or related deliverables;
- or in the absence of a written dispute sent to the Provider within five (5) working days following the delivery of the Services and/or deliverables.
The transfer of risks associated with the Services or deliverables occurs as they are executed or delivered.
20. WARRANTY
The Service Provider guarantees that the Services as well as the provision of any materials under this agreement will be performed in a careful and professional manner, in compliance with the requirements of this Contract and applicable laws, and in accordance with all drawings, specifications, designs, samples, and descriptions provided to or by the Client, as applicable, or prepared by the Provider and approved by the Client, as the case may be, and will be free from any manufacturing and design defects for a period of at least one (1) year from the completion of the Services or any addition, repair, or replacement, or for a longer period, as indicated in writing by the Provider. This warranty only applies under normal conditions of use and maintenance, and the Products will be warranted according to the standards established by their manufacturer.
The legal warranty does not cover defects or damages resulting from any of the following exclusion cases, without limitation:
- Any direct or indirect negligence, handling error, inappropriate and/or abusive use, or more generally, any clumsy use by the Client or by third parties;
- Any improper storage of the Products;
- Any intervention or modification made to the Product by an unauthorized third party without the prior written consent of the Provider.
- Any event beyond the control of the Provider affecting the Product, including but not limited to, any fire, water damage, accident, explosion, severe storm, air conditioning failure, malicious act, thunderstorm, or any other weather event impacting the product.
If applicable, the Supplier's obligation will be limited to the repair or replacement, at its discretion, of any part or component that should be recognized as defective to the satisfaction of the Supplier. The Supplier assumes no responsibility for repairing or replacing any reused part that fails following an intervention or repair, unless this new defect occurs within thirty (30) days following the repair. The Supplier will not be held responsible for damages, costs, expenses, damages, or losses arising from replaced parts, mechanical failure, repair intervention, or the malfunctioning of parts, components, or products that would be repaired.
The Supplier reserves the right to refuse the replacement of any Product for any reason that would allow concluding that the defects, damage, malfunction, or degradation of the Product(s) are due to or caused by a third party or the Client. The conventional warranty takes effect upon delivery of the Product to the Client. The delivered products benefit from a one-year warranty under normal use and according to the applicable user guides. Any failure by the Client to comply with the applicable user guides and standards for the Product(s) results in the forfeiture of any conventional warranty that may be applicable.
21. PERSONAL INFORMATION
Each Party agrees to ensure compliance with its obligations arising from the applicable regulations regarding the protection of Client Data.
Information related to the order of Products and requests for Services is subject to automated processing, of which the Client acknowledges having been informed. The Supplier agrees never to transmit this information to a third party, except to partners acting on its behalf.
The Supplier guarantees total confidentiality of its Clients' activities, equipment, and information, except in cases of legal obligation requiring disclosure.
22. LIABILITY AND INSURANCES
The Supplier shall not be held liable for any indirect, incidental, special, or punitive damages, including but not limited to any loss of profits, loss of business opportunity, loss of revenue, loss of data, or damage to reputation, resulting directly or indirectly from the performance of the Contract or the Services. The Client waives any recourse, cause, right, obligation, and claim, of any nature whatsoever, that it may have against the Supplier for any indirect, incidental, special, or punitive damages arising, directly or indirectly, from the Contract and the Services.
Subject to applicable public order laws, the total cumulative liability of the Supplier, for each Order, for all causes and all damages combined, is expressly limited to the total amount excluding taxes paid by the Client for said Order.
The Client expressly waives, on its own behalf and on behalf of its insurers (for which it stands surety), any claim for compensation exceeding the limits set forth in this clause.
The Supplier's liability cannot be engaged in the event of delay or failure to fulfill its contractual obligations resulting from:
- of a force majeure event, as defined by the applicable case law in Canada or Quebec, including but not limited to a fire, a flood, a strike, an accident, a shortage, an attack, a natural disaster, an earthquake, a flood, an epidemic, a pandemic, an act of terrorism, an explosion, a transportation interruption, an embargo, a labor shortage, materials or energy, a war, a natural disaster, a storm, government regulation, or any other cause beyond the reasonable control of a party;
- of a breach by the Client of its own obligations;
- or due to the actions of an independent third party not under the responsibility of the Supplier.
Any claim against the Supplier under the Contract must be made in writing within six (6) months following the end of the Contract or the occurrence of the event giving rise to liability, whichever occurs first.
The Supplier cannot in any case be held liable for damages of any kind resulting from improper use of the Products. No liability can be incurred in the event of pre-existing damages or deterioration resulting from necessary intervention to unlock equipment.
The Supplier confirms that it has taken out insurance covering its civil liability and agrees to provide the Client with a valid insurance certificate upon written request for this purpose.
In all circumstances, the Client remains responsible for the consistency and effectiveness of its protection system. The Supplier cannot be held liable in the event of a break-in or theft of a safe and its contents, its obligation being limited to an obligation of means.
Le Fournisseur décline toute responsabilité quant aux dommages découlant de l’utilisation du réseau Internet, notamment les pertes de données, intrusions, virus, interruptions de service ou tout autre incident indépendant de sa volonté.
23. CONFIDENTIALITÉ
Chaque Partie reconnaît que, dans le cadre de l’exécution du Contrat, elle peut recevoir ou avoir accès à des informations confidentielles de l’autre Partie (les « Informations confidentielles »), incluant notamment, sans s’y limiter, des informations commerciales, techniques, financières, stratégiques ou relatives à des clients ou à des partenaires.
24. CESSION – SOUS-TRAITANCE
Le Fournisseur est autorisé à sous-traiter ou céder tout ou partie de ses droits et obligations aux termes du présent Contrat à toute entité Affiliée.
25. RÉSILIATION
Chaque Partie pourra résilier le présent Contrat, en tout ou en partie, en cas de manquement substantiel de l’autre Partie à l’une de ses obligations contractuelles, et ce si ce manquement n’est pas corrigé dans un délai de cinq (5) jours ouvrables suivant la réception d’un avis écrit de mise en demeure transmis par courrier recommandé ou par tout autre moyen écrit permettant de prouver sa réception.
The Supplier may terminate the Contract by right in the event of the Client's failure to meet its obligations as set out in the articles "Client Obligations", "Payment" or "Confidentiality", if this failure is not remedied within the same timeframe. The termination will occur without prejudice to the right of the injured Party to claim damages for the harm suffered due to non-performance.
26. UNFORESEEABILITY
In the event of the occurrence, after the conclusion of the Contract, of exceptional and unforeseen circumstances significantly affecting the economic balance of the Contract or making its execution excessively burdensome or difficult for the Supplier, the Supplier may notify the Client and request an adjustment of the applicable financial terms. This renegotiation will aim to fairly adapt the Contract to the new situation, without automatically suspending its execution.
27. APPLICABLE LAW, AMICABLE SETTLEMENT AND JURISDICTION
This Contract is governed by and interpreted in accordance with the applicable laws of Canada, as well as the laws of the province of Quebec, excluding any conflict of laws rules.
The Parties agree to submit to the exclusive jurisdiction of the courts located in the province of Quebec, district of Quebec, for any dispute arising from the Services, this Contract, or related to its interpretation, execution, or validity.
Before resorting to the courts, the Parties agree to attempt to resolve any dispute amicably, by conducting good faith negotiations for a reasonable period not exceeding sixty (60) days from the written notification of the dispute by either Party.
28. ABSENCE OF NULLITY
If any provision of these is found to be invalid or unenforceable, the provision in question shall be deemed to have been modified only to the extent necessary to make it valid or to be completely removed from the GTC, as the case may be, and the GTC shall be applied and interpreted as if the provision had been included in the GTC as modified, or as if it had never been included, as the case may be. The other provisions of the GTC shall remain in full force and effect and shall not be affected in any way by the illegal, invalid, or unenforceable provision or by its removal from the GTC, and to replace such illegal, invalid, or unenforceable provision, the parties shall promptly negotiate in good faith a legal, valid, and enforceable provision as similar as possible to the terms of the illegal, invalid, or unenforceable provision, and this new provision shall be incorporated into the GTC by amendment.
29. HEADINGS AND TITLES
The headings and titles of the articles are for reference and convenience only.
30. APPLICATION OF THE GTC
These General Terms and Conditions of Service (GTC) come into effect as of July 20, 2025, and apply to all Contracts in effect on that date, replacing any previous version.