General Conditions

1-Application of General conditions.

This document supersedes all previous publications. Our General conditions apply to all orders and there can be no deviation from them. If your Purchase Order (PO) or other documents indicate terms and conditions that are different from ours, we may process your order, but shall not recognize such terms and conditions without our written consent. We reserve the right to change our General conditions at any time and without notice. Our general conditions of sale that are in force on the day of acceptance of a PO are applicable without exception. All orders are subject to acceptance by PAYER Industries.

2-Quıotes.

Quoted prices are valid for 30 days. Sales taxes are added according to the rate in effect at the time of shipment. The availability of goods in inventory is guaranteed at the time of sale only. Any clerical errors are subject to correction.

3-General conditions of sale.

By placing an order with PAYER Industries, you agree to our General conditions of sale and purchase.

4-Orders/Minimum charge.

The minimum charge at PAYER Industries is $500 before taxes, shipping and handling. Orders under $500 can be shipped to the distributor closest to your location. Product prices and purchase conditions will be that of the distributor.

5-Shipping conditions.

a) Unless otherwise specified in the sale confirmation, PAYER Industries’ delivery terms shall be FOB from our Ste-Monique, Québec plant, using PAYER Industries’ standard methods for packaging and shipping.

b) Notwithstanding any articles or any other applicable legislation contrary to the seller’s obligations, our liability shall cease when goods are handed over in good condition to the carrier. The shipment must be checked upon receipt for any damage due to transport. In case of damage, a claim must be made immediately with the carrier and we will offer all possible assistance to the buyer in preparing the claim.

c) Any discrepancy between the seller’s packing slip and the products received must be reported to PAYER Industries within 10 days of shipment.

d) If we cover the transport costs, we reserve the right to choose the carrier of our choice.

e) If the customer’s purchase is below the minimum amount in order to benefit from free shipping, the products will be shipped by PAYER Industries and invoiced to the customer. If the customer wishes to have the shipping charges invoiced by his transportation company, the customer will have to notify PAYER Industries with the official purchase order. Only Bourret, Gojit and YRC transport companies will be accepted by PAYER Industries for LTL. Only Puro, Dicom, FedEx and UPS carrier companies will be used by PAYER Industries for the shipping of boxes.

6-Payment terms.

Our terms of payment are Net 30 from the date of the invoice. Unless there is a written agreement signed between you and PAYER Industries. Our delivery terms are FOB PAYER Industries, Ste-Monique, Québec, Canada. Any account more than 30 days past due will be put on hold for exceeding the credit limit and will be subject to interest charges of 2% per month (24% per year) on the outstanding balance. In the case of a returned cheque, a $25 fee will be added to your account. Accounts that are 60 days past due will be sent to our collection agency.

7-Credit Account.

We accept purchase orders (POs) from customers with active credit accounts and no overdue amounts. If your account has been inactive for 24 months or more, your line of credit will have to be reinstated. Please allow up to 5 business days for credit check. To be eligible for credit, a new customer or an existing customer paying COD must submit a single order of more than $500 before taxes, shipping and handling. The credit application can be submitted with the order, but you must allow up to 5 business days for processing. You may request a credit approval form from a PAYER Industries representative.

8-Partial payments.

PAYER Industries may require partial payments, or instalments, for large orders or for orders that include customized products

9-Electronic Transfers of Funds.

We encourage our customers to use electronic funds transfer (EFT). Please contact us to set your account for EFT. Bank charges are at the cost of the buyer

10-Credit cards.

Credit cards are not accepted.

11-Billing options.

Invoices are sent by email, in Adobe PDF format. If you wish to receive paper invoices, please contact our accounting department.

12-Cancellation.

Notwithstanding any provision of law, or any other applicable legislation to the contrary, an order accepted by PAYER Industries can only be cancelled by a representative of PAYER Industries and under specific conditions that we may authorize. Cancellation fees may apply.

13-Security and ownership of products.

PAYER Industries retains a security interest on all goods and revenues thereon until final payment of all due and/or payable amounts under the present Conditions.

14-Returned goods.

No returned goods will be accepted without our prior written authorization. Qualifying items may be returned within 30 days of purchase for exchange or refund, provided they are unused, in their original packaging, sealed and in good condition. Goods must be returned to PAYER Industries prepaid for either a refund or replacement. PAYER Industries may choose to apply a 25% restocking fee at its sole discretion. All damages resulting from transport must be reported within 24 hours of receipt of the goods, or the customer will be responsible for repair or replacement.

15-Warranty.

If the goods we manufacture and/or distribute are affected by a manufacturing defect, notwithstanding the provisions of the applicable legislation on legal warranty, the only warranty that is applicable is the warranty provided by the manufacturer, i.e. PAYER Industries. PAYER Industries warrants to the customer that goods will be free from material or workmanship-related defects under proper and normal use for a period of one year (1 year) from the date of shipment from PAYER Industries’ plant. No claim shall be made against PAYER Industries for expenses incurred in the installation or use of its products. If necessary, the defective material will be returned to the manufacturer, at the buyer’s expense, for refund or replacement. No other express or implied warranty shall apply to the goods sold. In case of errors on our part in the shipment, we will only replace the products at our expense.

16-Limitation of Warranty and Product Acceptance.

Except for the representations and warranties expressed below, PAYER Industries makes no representations or warranties as to the physical condition or any other aspect of the services rendered under this agreement including any implied warranty or warranty of fitness for a particular purpose. With the exception of the representations and warranties made by PAYER Industries below and once the Customer has accepted the manufactured products, PAYER Industries, the Customer is deemed to have accepted these products and services “as is”. In any event, the responsibility of PAYER Industries is limited to the amount of the order related to the said event.

17-Specifications

(variations and discrepancies) All products manufactured by PAYER Industries meet the industry’s highest requirements. However, all products manufactured by PAYER Industries which meet precise specifications are subject to variations and discrepancies aligned with good manufacturing practices for all of the following specifications: weight, dimensions, mechanical properties and compositions, quality and deviation.

18-Force majeure.

PAYER Industries shall not be liable for any damages suffered by the customer due to strikes, riots, labour disputes, accidents, shortages of fuel or other energy sources, power failures, fire, flood, war or insurrection, force majeure or any other cause. The customer shall not be entitled to any damage or price reduction by virtue of a loss resulting from Force Majeure. However, PAYER Industries shall immediately take all reasonable steps within its power to remedy the situation.

19-Damages.

The customer shall not hold PAYER Industries, its affiliates, directors, officers or employees responsible for any liability to the customer or third parties and indemnifies them against any claim made against them in connection with the products and services rendered under these General Conditions. The customer agrees to indemnify, compensate and hold harmless PAYER Industries, its directors, officers and employees (hereinafter collectively referred to as the “Indemnified Party”) from and against any and all claims, demands, actions, causes of action, damages, losses, injuries and costs, including, without limiting the generality of the foregoing, any and all related damages that may be suffered by any third party, any and all injuries related to or arising from the services provided under this agreement, including loss of revenue and loss of use. The customer shall have the right but not the obligation to contest or settle any third-party claim for and on behalf of the Indemnified Party and shall diligently defend the Indemnified Party, at its own expense, against such actions or proceedings. The customer may conduct such actions and proceedings on behalf of the Indemnified Party and the Customer shall keep the Indemnified Party informed of any developments regarding such actions or proceedings.

20- Wilful misconduct or gross negligence.

Notwithstanding the foregoing provisions, the liability of PAYER Industries for damages suffered by the customer shall not be limited or excluded in the case of wilful misconduct or gross negligence on the part of PAYER Industries.