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CONCEPT NUMÉRIQUE INC.
GENERAL TERMS AND CONDITIONS OF SALE

Overview

The present general sales conditions (GSC) are applicable to all sales made by CONCEPT NUMÉRIQUE INC. in the absence of contractual provisions derogating from them or of particular written sales conditions
amending or completing them. These GCS take precedence by right over all other provisions appearing on the documents of the buyer, except with the written agreement of an authorized member of CONCEPT NUMÉRIQUE INC.
The fact of not taking advantage of a provision of the GCS at a given moment does not presume a renunciation on the part of CONCEPT NUMÉRIQUE INC. nor is it worth renouncing to take advantage of it later.

Price

Products are invoiced at the price, exclusive of sales taxes, agreed upon at the time of the duly accepted order
CONCEPT NUMÉRIQUE INC. (the “Order”).
Unless otherwise stated, all prices are in Canadian currency (CAD).
Any price change resulting from legal or regulatory changes (taxes of any kind,
environmental fees, customs duties, changes in transportation rates, etc.) shall be immediately
incurred on the invoice if it occurs prior to the delivery of the products to the buyer. A surcharge will be applied for orders that do not meet the minimum quantities according to the modalities
defined in the particular conditions and according to the delivery region.

Order

The fact of placing an order implies the whole acceptance and without reserve by the purchaser of the present general conditions of sale.
As soon as CONCEPT NUMÉRIQUE INC. accepts the Order, this one is either :

  • sent to production for 4-6 business weeks; or
  • packed for delivery to buyer if stock permits.

The delivery time is subject to change depending on the country and the carrier. Approximate delivery times
are confirmed by CONCEPT NUMÉRIQUE INC. within 5 days following the acceptance of the order.
Failing this, CONCEPT NUMÉRIQUE INC. reserves the right to charge, in addition to the price of the products, fees, return
of the products and expenses incurred in a minimum amount of 25% per Order, without prejudice to its other rights
and recourses.

Delivery – Transfer of risk – Quantity

The transfer of risks from CONCEPT NUMÉRIQUE INC. to the buyer takes place at the point of delivery. Otherwise, the products travel and are transported at the expense, risk and peril of the buyer from the loading site.
The unloading of the products is done under the sole responsibility of the buyer, even when the carrier is involved.
The loading weights are proof of the quantities delivered until the buyer proves otherwise. On invoices
from CONCEPT NUMÉRIQUE INC. the quantities and unit rates are indicated: The numbers and weights of the packages
carried on the delivery order are proof with respect to the buyer.

Terms of payment

Invoices are payable within 30 days of their issuance.
Payments must be made by direct debit, bank transfer (ACH) or check.
CONCEPT NUMÉRIQUE INC. reserves the right at all times before proceeding with an order to require the
full payment of the sums owed to it by the buyer.
Each invoice, whether sent by mail or by any other means, including electronic, will remind
the buyer that payment must reach CONCEPT NUMÉRIQUE INC. on the due date agreed upon between the
parties and specified on this invoice.
Any payment not made by the due date will cumulatively result in:

  • the right to suspend or cancel any delivery to Buyer under any order;
  • the immediate payment of all sums due, both matured and unmatured, without prior formality;
  • the application, without the need for a reminder, on any sum not paid when due, of a late payment penalty payable on the day following the settlement date appearing on the invoice, calculated on the basis of an interest rate of 2% per month, i.e. 24% per year.

CONCEPT NUMÉRIQUE INC. reserves the right to claim an additional compensation for all other
costs induced by the delay of payment coming in addition to the said lump sum, in particular all the
judicial and extrajudicial costs incurred in case of recourse in recovery.

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CONCEPT NUMÉRIQUE INC. may terminate all or part of an order with immediate effect and without
compensation in the event of the buyer’s failure to comply with the T&Cs or any other terms established between the
parties. If DIGITAL CONCEPT INC. terminates all or part of an order because of a default by the buyer, including a failure to take receipt and possession of the order, the buyer must compensate DIGITAL CONCEPT INC. for all losses and damages incurred by DIGITAL CONCEPT INC. Moreover, all unpaid invoices will immediately become due and payable in full and CONCEPT DIGITAL INC. may cease to deliver the products until the buyer has paid these invoices in full.

Reservation of ownership

All our sales are concluded UNDER RESERVATION OF OWNERSHIP. Consequently:

  1. The transfer to the buyer of the property of the sold products is subordinated to the integral payment of the price, in
    principal and in accessory, whatever the mode and the conditions of payment used. Partial payment does not imply novation and does not derogate from the present ownership clause.
  2. Upon transfer of risk to Buyer, Buyer shall bear all applicable risks, including the
    burden of insurance against all risks of loss, damage or liability caused or suffered by such
    products.
  3. CONCEPT NUMÉRIQUE INC. reserves the right to claim the property of the products as long as the payment
    has not been fully made, even in case of receivership or judicial liquidation. The
    products are always taken back at the expense of the buyer.
  4. If the purchaser is declared bankrupt, is in the process of winding up its affairs, has ceased to do business, is subject
    to a court order or preventive legal settlement mechanism, or its business
    activities have been suspended or it faces any similar situation, DIGITAL CONCEPT INC.
    may, at its option, terminate any order, without prejudice to its other rights and remedies.

This ownership clause supersedes any other provision to the contrary.

Intellectual Property

The buyer may not avail himself of any trademark, trade name, patent,
design, copyright or other intellectual property right of CONCEPT NUMÉRIQUE INC, its brands or its related companies, unless it has obtained the prior written consent of CONCEPT NUMÉRIQUE INC. or a license from the latter authorizing it to do so.
The confidential information transmitted by CONCEPT NUMÉRIQUE INC. for the purposes of the Order may not
be used by the buyer for any other purpose than those related to the Order.

Responsibility

Any loss or damage affecting the products or any property of CONCEPT DIGITAL INC. ,or of a third party,
which occurred before, during or after the loading or unloading operations, due to the buyer or any
person acting on his behalf, is at the buyer’s charge.
The products delivered by CONCEPT NUMÉRIQUE INC. are in conformity with the regulations in force and the
specifications of CONCEPT NUMÉRIQUE INC. The products delivered by CONCEPT NUMÉRIQUE INC. are in conformity with the regulations in force and with the specifications of CONCEPT NUMÉRIQUE INC. the buyer being the only one responsible for their reception, their storage and their use in conditions in conformity with the regulations.
No complaint, request or dispute concerning the conformity of the delivered products in relation to the specifications of CONCEPT NUMÉRIQUE INC. will be accepted after verification and acceptance of the products, without
reservation, expressed on the delivery slip.

If the products delivered by CONCEPT NUMÉRIQUE INC. do not conform to the regulations in force or to the
specifications of CONCEPT NUMÉRIQUE INC. as mentioned in the previous paragraph, CONCEPT NUMÉRIQUE INC. will be able to, at its sole discretion, at no cost to the buyer, choose:

  1. replace non-compliant products;
  2. replace nonconforming products with equivalent products that meet specifications; or
  3. take back non-conforming products and cancel the Order in whole or in part.

No return of products or cancellation or modification of an Order is permitted unless expressly authorized in writing by
CONCEPT NUMÉRIQUE INC.

LIMITATIONS OF LIABILITY

The liability of CONCEPT NUMÉRIQUE INC. to Buyer and third parties with respect to the
Order, CONCEPT NUMÉRIQUE INC. products and the relationship between the parties shall not exceed in
any circumstance the amount duly paid by Buyer to CONCEPT NUMÉRIQUE INC. for an Order hereunder.
This limitation of liability shall apply regardless of the nature of the cause of action, claim or
action. Under no circumstances shall DIGITAL CONCEPT INC. be liable to Buyer or any
third party for any lost profits or any indirect, incidental, consequential, special or punitive damages arising,
directly or indirectly, from the Order, the Products or the relationship between the parties.
Buyer shall hold CONCEPT NUMÉRIQUE INC. harmless from any and all damages, losses, costs and claims (including
legal fees and litigation expenses) that CONCEPT NUMÉRIQUE INC. due
to a non-conforming use by the purchaser (or the purchaser’s customers) of CONCEPT NUMÉRIQUE INC.’s products.
EXCEPT AS EXPRESSLY PROVIDED IN THESE T&Cs, CONCEPT NUMÉRIQUE INC.

MAJOR FORCE:
None of the parties shall be held responsible towards the other party following a failure, delay or
omission in the total or partial execution of an Order, as long as this failure originates or
results from an event reasonably beyond the control of the defaulting party.
In any case, force majeure can in no way be invoked for a delay or default in payment.
If an event reasonably beyond the control of CONCEPT NUMÉRIQUE INC. restricts

  1. the procurement of raw materials or products from CONCEPT
    NUMÉRIQUE INC. suppliers or
  2. the transportation of raw materials or products, preventing CONCEPT NUMÉRIQUE INC. from delivering
    the products according to the Order,

CONCEPT NUMÉRIQUE INC. may suspend all or part of the Order during the time it is prevented.

Applicable law – Jurisdiction

The law applicable to the relationship between CONCEPT NUMÉRIQUE INC. and the buyer is the law in force in the
province of Quebec. ANY DISPUTE OR LITIGATION THAT MAY ARISE BETWEEN the BUYER AND CONCEPT NUMÉRIQUE INC. IS THE EXCLUSIVE RESORT OF THE COURTS OF QUEBEC,
EVEN IN CASE OF AN APPEAL IN WARRANTY OR PLURALITY OF DEFENDANTS.