Les conditions g\u00e9n\u00e9rales suivantes r\u00e9gissent l’achat et la vente de tous les produits (les \u00ab\u00a0produits<\/b>\u00a0\u00bb ou un \u00ab\u00a0produit<\/b>\u00ab\u00a0) vendus par SmartD Technologies Inc. (\u00ab\u00a0SmartD<\/b>\u00ab\u00a0) \u00e0 l’acheteur mentionn\u00e9 sur la facture ou le devis (l'\u00a0\u00bbacheteu<\/b>r\u00a0\u00bb). Toute condition suppl\u00e9mentaire, contraire ou diff\u00e9rente figurant dans un bon de commande ou dans toute autre demande ou communication de l’acheteur. <\/span>ou toute repr\u00e9sentation ant\u00e9rieure, y compris tout devis, protocole d’accord, discussions, n\u00e9gociations et toute autre tentative de modifier, remplacer, compl\u00e9ter ou alt\u00e9rer de quelque mani\u00e8re que ce soit les pr\u00e9sentes conditions g\u00e9n\u00e9rales de vente, sont consid\u00e9r\u00e9es comme rejet\u00e9es par SmartD et ne modifieront pas les pr\u00e9sentes conditions g\u00e9n\u00e9rales de vente ou ne seront pas contraignantes pour SmartD, \u00e0 moins que ces conditions n’aient \u00e9t\u00e9 pleinement approuv\u00e9es dans un document \u00e9crit sign\u00e9 par les deux parties. En passant une commande, l’acheteur est r\u00e9put\u00e9 avoir accept\u00e9 les pr\u00e9sentes conditions g\u00e9n\u00e9rales de vente.<\/span><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t Orders for Products shall be placed in writing by mail or by e-mail in PDF format to SmartD. Each order shall specify: (i) the quantity, model, and price of each Product ordered; (ii) the date requested for, and the address of the place of, delivery; (iii) the name, address, telephone number and e-mail address of any carrier or freight forwarder specifically requested by Purchaser; (iv) address telephone number and e-mail address of Purchaser; as well as (v) the ship to name, address telephone number and e-mail address of the end user, if applicable.<\/span><\/p><\/div> Upon receipt of an order, SmartD shall respond in writing by stating: (i) any proposed changes in the Products or quantities of the Products; and (ii) the date on or before which SmartD expects to be able to make delivery to the carrier or freight forwarder. An order shall be binding on SmartD only upon the issuance by SmartD of written confirmation of such order. All delivery dates are best estimates only and are not binding on SmartD.<\/span><\/p> Cancellation of any order between seven (7) and thirty (30) days prior to confirmed ship date shall be subject to a cancellation charge of forty percent (40%) of the cancelled portion of the order. Orders may not be cancelled within seven (7) days prior to, on, or after the confirmed ship date. Orders of non-standard Products or Product configurations may not be cancelled. The cancellation charge is not imposed as a penalty, but as liquidated damages.<\/span><\/p> Change in delivery date by Purchaser, without charge, must be made in writing and received at least fifteen (15) days prior to the scheduled delivery date. Any requested delay or series of delays totalling ninety (90) days or more shall be treated as a cancellation and shall be subject to the forty percent (40%) cancellation charge on the portion of the order which is so delayed.<\/span><\/p> Delivery is EX WORKS SmartD\u2019s Montreal facility (the \u00ab\u00a0Delivery Point<\/b>\u00ab\u00a0) (Incoterms 2020. All risk of loss or damage with respect to the Products shall pass to Purchaser upon delivery at the Delivery Point to the carrier or freight forwarder. All freight, insurance and other shipping charges and expenses from the Delivery Point, as well as any special packing expenses requested by Purchaser, shall be borne by Purchaser. SmartD shall use good faith efforts to comply with Purchaser’s instructions regarding shipping and choice of carrier. Purchaser must notify SmartD within ten (10) days of receipt of Products of any discrepancies in the shipment of such Products or of any reason for rejection of such Products, failing which Purchaser shall be deemed to have accepted the Products.<\/span><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t Prices quoted by SmartD are firm for thirty (30) days from quotation date.<\/span><\/p> All prices are exclusive of all harmonized sales tax, goods and services tax, provincial sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind as well as all custom duties, shipping, handling, insurance, brokerage, and other related charges, all of which are to be paid by Purchaser, provided that Purchaser shall not be responsible for any taxes imposed on, or with respect to, SmartD’s income, revenues, gross receipts, personnel or real or personal property or other assets. Orders exempt from sales or other taxes must be so marked and Purchaser must supply satisfactory proof of such tax exemption. <\/span><\/p> Except where SmartD has granted, at its entire discretion, payment terms to Purchaser, all orders shall be prepaid. All payments shall be made to SmartD at its principal place of business or pursuant to SmartD\u2019s written instructions.<\/span><\/p> Invoices unpaid in full when due shall bear a late payment interest charge of the lower of 18% per year (one and one half percent (1\u00bd %) per month) or the maximum percentage allowed by law for each month or portion thereof of the amount past due. In addition, SmartD may cancel or delay shipment of the Products at its sole discretion.<\/span><\/p> Purchaser will not withhold, offset, recoup or debit any amounts owed (or to become due and owing) to SmartD against any other amount owed (or to become due and owing) to it by SmartD, whether relating to SmartD’s breach or non-performance of these Terms and Conditions of Sale or any other agreement between Purchaser and SmartD, or otherwise.<\/span><\/p> <\/p> If, at any time, Purchaser: i) <\/span>becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; ii) files an application for voluntary bankruptcy\u037e iii) has a bankruptcy order made against it or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law\u037e iv) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts\u037e v) makes or seeks to make a general assignment for the benefit of its creditors\u037e or vi) applies for or has an interim receiver, receiver, receiver-manager, trustee, monitor, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business (each an \u201cInsolvency Event<\/b>\u201d) <\/span>SmartD may without liability or penalty, take one or more of the following actions:<\/span><\/p> <\/span><\/p> Until payment in full of the Product has been received by SmartD, SmartD shall retain ownership of the Products, and Purchaser hereby grants to SmartD, a security interest in the Products shipped or delivered to Purchaser. Purchaser shall promptly execute any documents necessary to perfect and protect such security interest on SmartD\u2019s behalf.<\/span><\/p><\/div>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t1.COMMANDE ET EXP\u00c9DITION<\/h2>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t
Placement of Orders.<\/h3>
Confirmation of Orders.<\/h3>
Cancellation of Orders.<\/h3>
Changes in Delivery Schedule.<\/h3>
Shipping and Delivery.<\/h3>
2. PRIX ET PAIEMENT<\/h2>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t
Quotations and Prices.<\/h3><\/div>
Taxes and Other Charges.<\/h3>
Payment.<\/h3>
Late Charge.<\/h3>
No set-off.<\/h3>
Purchaser Insolvency.<\/h3>
Retained Rights.<\/h3>
3. GARANTIE LIMIT\u00c9E DE L’\u00c9QUIPEMENT<\/h2>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t