Legal
General Terms and Conditions of Sale
Groupe Vizory inc. — These Conditions apply to all sales of products, parts and services.
Legal
Groupe Vizory inc. — These Conditions apply to all sales of products, parts and services.
These general terms and conditions of sale of products, parts and services, including Appendix "A" relating to warranties, collectively the "Conditions", apply to all sales of Products and Parts as well as to all Services provided by Groupe Vizory inc., hereinafter "Vizory". These Conditions are primarily intended for transactions entered into with businesses, corporations, public organizations and other commercial clients. Any sale to a consumer within the meaning of applicable laws shall be subject to special conditions in accordance with applicable consumer protection laws.
In these Conditions: a. "Client" means the person, company, business or organization that purchases or uses the Products, Parts or Services of Vizory. b. "Order" means any purchase request, purchase order, work order, service order, mandate, verbal or written request, work authorization or other instruction from the Client for the purchase of Products, Parts or Services. c. "Contract" means the agreement entered into between Vizory and the Client relating to the Works, including by: a written contract signed by the Parties; the Client's acceptance of a Quote; Vizory's acceptance of an Order; a verbal or written authorization given by the Client to commence the Works; or the delivery, receipt or use of the Products, Parts or Services by the Client. Each Contract is deemed to include these Conditions. d. "Quote" means any bid, proposal, estimate, service offer or budget estimate issued by Vizory. e. "Equipment" means any machine, component, installation, system, physical asset or equipment of the Client on which Services are performed or to which Products or Parts are intended. f. "Manufacturer" means the original manufacturer of a Product or Part distributed or resold by Vizory. g. "Applicable Laws" means all laws, regulations, standards, codes, decrees, decisions, permits and governmental requirements applicable to the Works. h. "Party" or "Parties" means individually Vizory or the Client, or collectively Vizory and the Client. i. "Parts" means all mechanical, electrical, hydraulic, pneumatic, industrial or other parts, including replacement parts, components, assemblies, accessories, consumables and supplies sold, distributed, obtained, modified or manufactured by or for Vizory. j. "Custom Parts" means any Part manufactured, modified, ordered or configured specially according to the needs, drawings, dimensions, specifications or instructions of the Client. k. "Products" means goods, equipment, systems, instruments, tools, materials, software, licenses, accessories and other products sold or supplied by Vizory. l. "Confidential Information" means any commercial, financial, operational or technical information, any report, record, drawing, diagram, photograph, model, plan, database, procedure, method or other confidential information disclosed by one Party to the other. m. "Services" means in particular the following services, when provided for in the Contract: industrial maintenance and technical support; engineering and reliability management; equipment criticality analyses; development of maintenance strategies; condition monitoring and equipment condition analysis; collection, processing and interpretation of technical data; inspections, diagnostics and failure analyses; optimization of preventive or predictive maintenance programs; structuring of equipment hierarchies and master data; part codification and classification; integration or optimization of computerized maintenance management systems; support for asset management systems, including SAP or other platforms; preparation of reports, procedures, recommendations and action plans; project management and technical coordination; remote or on-site support; and any other service described in a Quote or Order. n. "Works" means collectively the Products, Parts and Services that are the subject of a Contract.
2.1 Acceptance of Conditions — By accepting a Quote, submitting an Order, authorizing Vizory to commence the Works, accepting delivery or using the Products, Parts or Services, the Client acknowledges having read these Conditions and agrees to be bound by them. 2.2 Entirety of the agreement — The Contract, these Conditions, the accepted Quote and, where applicable, the Client's credit application constitute the entirety of the agreement between the Parties relating to the Works. They supersede all prior communications, negotiations, proposals, representations or agreements, whether verbal or written, regarding the same Works. 2.3 Client's conditions — General conditions appearing on a purchase order, procurement portal, form or any other document of the Client do not apply unless Vizory expressly accepts them in a written document signed by an authorized representative of Vizory. Vizory's acceptance of an Order does not constitute acceptance of the Client's conditions. 2.4 Order of priority — In case of contradiction between the documents forming the Contract, the following order of priority applies: the specific contract signed by the Parties; Vizory's Quote; these Conditions; other documents expressly incorporated into the Contract.
3.1 Validity period — Unless otherwise indicated, a Quote is valid for a period of thirty days following its date of issuance. Vizory may revise a Quote if market conditions change. 3.2 Estimates — Any estimate of duration, cost, travel or resources is established based on information available at the time of its preparation. An estimate does not constitute a fixed price unless the Quote expressly indicates that it is a fixed price. 3.3 Errors and omissions — Vizory may correct any typographical, mathematical, administrative or material error appearing in a Quote, Order confirmation or invoice. 3.4 Prerequisites — Prices and timelines may be conditional upon receipt of information, drawings, specifications, access, samples, data, authorizations or deposits required from the Client.
Any change requested by the Client must be accepted by Vizory. Vizory may adjust the price, timelines, quantity of resources and terms of execution when the Works are modified or when the following occur: hidden or unforeseen conditions; inaccurate or incomplete information; difficulties accessing the Equipment or site; delays attributable to the Client or a third party; changes to specifications; additional work necessary to ensure safety or compliance; equipment deterioration different from that initially anticipated; a significant increase in the cost of materials, transport, customs duties or exchange rates; or a change in Applicable Laws. Additional Works may be billed at Vizory's then-current rates.
5.1 Obligation of means — Unless otherwise agreed in writing, Vizory is bound by an obligation of means and not by an obligation of result. Vizory undertakes to perform the Services professionally, in accordance with generally recognized practices in its field of activity. 5.2 Technical recommendations — Vizory's analyses, diagnostics, reports, forecasts, recommendations and action plans are based on: available information; observations that can reasonably be made; the accessible condition of the Equipment; data provided by the Client; conditions present at the time of intervention; and the limits of the mandate provided in the Contract. A recommendation does not constitute a guarantee that a failure, interruption, accident or loss of production will not occur. 5.3 Operational decisions — The Client remains responsible for: the operation of its facilities; production decisions; equipment shutdowns and restarts; implementation of recommendations; the final choice of Products and Parts; maintenance of its Equipment; and compliance of its activities with Applicable Laws. 5.4 Data and systems — Vizory may rely on data, histories, hierarchies, inventories, plans, drawings, measurements and information provided by the Client without being obligated to independently verify them. Vizory is not responsible for consequences arising from inaccurate, incomplete, outdated or incompatible information provided by the Client or a third party.
The Client must provide Vizory with: reasonable and safe access to the site and Equipment; necessary authorizations, permits and escorts; information regarding existing risks; any special protective equipment required by the site, except those normally provided by Vizory; a work environment compliant with Applicable Laws; applicable lockout, isolation and de-energizing procedures; and facilities reasonably necessary for the performance of the Services. Vizory may suspend or refuse the Works when it reasonably considers that conditions are dangerous or non-compliant. Delays, travel, waiting time and additional costs resulting from a dangerous condition, insufficient access or unavailability of Equipment may be billed to the Client.
Prices are quoted in Canadian dollars, unless otherwise indicated. Prices exclude applicable taxes, customs duties, brokerage fees, transport costs, accommodation costs, travel expenses, daily allowances and other disbursements, unless otherwise indicated in the Quote. Applicable government taxes and charges are added to invoices. Work performed outside normal hours, on weekends, on holidays or on an emergency basis may be billed at Vizory's premium rates.
8.1 Payment terms — Unless otherwise provided in the Contract: invoices are payable within thirty days of their date; Vizory may require a deposit, advance payment or progress payment; Custom Parts or special-order Parts may be payable in full before their manufacture or ordering; and Vizory may modify or withdraw credit terms granted to the Client. 8.2 Dispute of an invoice — Any dispute must be submitted in writing within fifteen days of the invoice date and must specify the disputed amounts and reasons. Failing that, the invoice is deemed accepted. The Client remains obligated to pay any undisputed portion by the due date. 8.3 Interest — Any outstanding amount bears interest at the rate of 1.5% per month, or 18% per year, calculated from the due date until full payment. 8.4 Collection fees — The Client must reimburse Vizory for reasonable fees incurred to collect an amount due, including administrative, extrajudicial, judicial and professional fees permitted by law. 8.5 Application of payments — Vizory may apply any payment received to invoices, interest, fees or other amounts owed by the Client, in the order determined by Vizory.
9.1 Timelines — Delivery dates are estimates, unless otherwise agreed in writing. Vizory is not responsible for delays attributable to Manufacturers, carriers, customs, suppliers or any circumstance beyond its control. 9.2 Transport — Unless otherwise provided in the Contract, transport, insurance, handling, brokerage and customs costs are borne by the Client. Risk of loss or damage is transferred to the Client when the Products or Parts are handed to the carrier or made available to the Client at the facility designated by Vizory. 9.3 Partial deliveries — Vizory may make partial deliveries and invoice each such delivery separately. 9.4 Refusal or postponement of delivery — When the Client refuses or postpones a delivery, Vizory may store the Products or Parts at the Client's expense and risk and invoice them as if they had been delivered.
The Client must inspect Products and Parts upon receipt. Any claim regarding insufficient quantity, apparent damage, delivery error or apparent non-conformity must be submitted in writing within five business days following delivery. The Client must retain packaging, delivery proofs, photographs and other elements necessary for processing the claim. Failing notice within this period, the Products and Parts are deemed accepted, subject to hidden defects and warranties expressly provided in Appendix "A". Services are deemed accepted on the first of the following dates: their use by the Client; delivery of the final report or deliverable; Vizory's confirmation of their completion; or five business days after their completion, in the absence of a written dispute describing a significant non-conformity.
Notwithstanding the transfer of risk, Vizory retains ownership of the Products and Parts until full payment of all amounts owed with respect to them. Until full payment, the Client must keep the Products and Parts in good condition; insure them against loss, theft and damage; not sell, transfer, pledge as security or otherwise alienate them without Vizory's written authorization; reasonably identify them as belonging to Vizory, where possible; and immediately inform Vizory of any seizure, insolvency or third-party claim. The Client authorizes Vizory to publish, where permitted or required by law, any retention of title, movable hypothec or other security interest in the Register of Personal and Movable Real Rights. The Client agrees to sign any documents reasonably necessary to establish or publish these rights.
No Product or Part may be returned without prior written authorization from Vizory and the issuance of a return authorization number. Unless otherwise indicated in writing, the following are not returnable: Custom Parts; special orders; Parts manufactured or modified according to the Client's specifications; electrical or electronic Parts whose packaging has been opened; software and licenses; Products or Parts installed, used or damaged; consumables; discontinued items; and items whose Manufacturer refuses the return. Authorized returns must be in their original packaging, in new and resalable condition. Vizory may impose restocking fees corresponding to the amount charged by the Manufacturer or, in the absence of a specified amount, 20% of the sale price. Return costs and risks are borne by the Client.
The Client may not cancel or postpone a Contract or Order without Vizory's written consent. In the event of an accepted cancellation or postponement, the Client must pay for: Works already performed; Products and Parts already ordered or manufactured; commitments made to suppliers and subcontractors; cancellation or restocking fees; demobilization costs; reserved time that cannot reasonably be reassigned; and other costs reasonably incurred by Vizory.
The Client must in particular: pay amounts due by their due date; provide complete, accurate and up-to-date information; verify that Products and Parts are suitable for their intended use; follow Vizory's and the Manufacturer's instructions; obtain necessary permits and authorizations; ensure proper maintenance of Equipment; protect and back up data before any intervention; provide a safe computer and physical environment; inform Vizory of any risk or special condition; not request Vizory to perform illegal, dangerous or non-compliant work; and take necessary measures to limit damages when a problem is discovered.
Warranties applicable to Products, Parts and Services are exclusively those provided in Appendix "A". Except as expressly provided in that appendix, Vizory provides no implied or additional warranty, in particular regarding: merchantable quality; fitness for a particular purpose; complete absence of failure; achievement of a particular production level; profitability of a recommendation; remaining useful life of Equipment; or compatibility of a Part when the Client has provided inaccurate or incomplete information.
Subject to the mandatory provisions of Applicable Laws, Vizory is not liable for indirect, special, incidental, punitive or consequential damages, including in particular: loss of production; loss of revenue, profits or contracts; loss of use of Equipment; costs related to an interruption or shutdown; loss of data; loss of business opportunities; increased operating costs; penalties owed by the Client to a third party; reputational damage; or costs of a replacement product, part or service. Vizory's total liability with respect to a Product, Part or Service may not exceed the amount actually paid to Vizory for the Product, Part or Service directly giving rise to the claim. When multiple claims arise from the same facts, they are considered a single claim for purposes of this limit. No provision of these Conditions may exclude or limit Vizory's liability where such exclusion or limitation is prohibited by law, including in cases of intentional or gross fault and in other cases provided for in article 1474 of the Civil Code of Québec. This limitation constitutes an essential allocation of risks between the Parties and was taken into consideration in establishing Vizory's prices.
To the extent permitted by law, the Client must indemnify Vizory, its directors, officers, employees, representatives and subcontractors against claims, losses and expenses arising from: the Client's negligence or fault; improper use of Products or Parts; unauthorized modification or repair; erroneous information or specifications provided by the Client; breach of the Contract; a dangerous condition on the Client's site; or a third-party claim caused by the Client's activities. This indemnification does not apply to the extent that the loss was caused by Vizory's intentional or gross fault.
Vizory may suspend the Works, withhold delivery, modify credit terms or require advance payment when: an invoice is overdue; the Client breaches the Contract; the Client's financial situation or credit deteriorates; the Client becomes insolvent, bankrupt or ceases operations; the Client does not provide necessary information, access or authorizations; the site presents a health or safety risk; or Vizory has reasonable grounds to believe the Client will not be able to meet its obligations. In case of an uncorrected default within ten days following written notice, where a cure period is reasonably applicable, Vizory may immediately terminate the Contract. All amounts owed then become immediately due. Suspension or termination does not limit Vizory's other rights and remedies.
Vizory is not in default and is not liable for delay or non-performance resulting from an event beyond its reasonable control, including in particular: fire, flood or natural disaster; war, terrorism, riot or civil unrest; epidemic or pandemic; strike or labor dispute; power outage or telecommunications interruption; cyberattack; shortage of labor, materials or components; delay by a Manufacturer, supplier or carrier; supply chain disruption; embargo, sanction, import or export restriction; legislative or regulatory change; or refusal, delay or withdrawal of a government permit. Performance timelines are extended for a reasonable period taking into account the consequences of the event.
Vizory retains all intellectual property rights relating to its: methods; models; forms; systems; procedures; analysis tools; calculations; databases; software; configurations; concepts; know-how; and pre-existing documents. After full payment, the Client receives a non-exclusive, non-transferable license to use reports and deliverables prepared specifically for it, solely for its internal needs. The Client may not sell, publish, commercially reproduce, transmit to a competitor or substantially modify a Vizory deliverable without its written authorization. Rights relating to third-party software or products remain governed by their respective owners' licenses.
Each Party must protect the other Party's Confidential Information with a reasonable degree of care and use it only for the purposes of the Contract. Confidential Information may be disclosed to employees, professionals, representatives and subcontractors who need to know it to perform the Contract and who are subject to appropriate confidentiality obligations. This obligation does not apply to information that: is publicly accessible without breach of the Contract; was already legally known to the receiving Party; is legally received from a third party; is independently developed; or must be disclosed pursuant to law or court order.
Each Party remains responsible for its own systems, access, passwords, backups and cybersecurity measures. Before any intervention by Vizory on a computer system or maintenance management system, the Client must perform a complete backup of its data. Vizory is not responsible for data loss attributable to: absence of backup; an obsolete or defective system; third-party software; an external cyberattack; access granted by the Client to an unauthorized person; or erroneous information provided by the Client. Vizory nevertheless undertakes to take reasonable measures to protect information to which it has access.
Vizory may entrust part of the Works to specialized employees, consultants, suppliers or competent subcontractors. The Client may not assign the Contract without Vizory's prior written consent. Vizory may assign the Contract to an affiliate or to a purchaser of all or a significant portion of its business or assets.
The Client must comply with applicable Canadian and foreign laws regarding export, import, economic sanctions and technology control. The Client may not export, re-export or transfer any Product, Part, software, technical data or Vizory deliverable in violation of these laws.
The Contract is governed by and interpreted in accordance with the laws of the province of Québec and the federal laws of Canada applicable in that province, without regard to conflict of laws rules. Subject to any mandatory rule, the Parties acknowledge the exclusive jurisdiction of the courts of the judicial district of the province of Québec. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract.
26.1 Independent contractors — The Parties are independent contractors. The Contract creates no partnership, joint venture, employment, representation or agency relationship. 26.2 Waiver — A Party's failure or delay in exercising a right does not constitute a waiver of that right. 26.3 Severability — If a provision is declared invalid or unenforceable, it must be interpreted or replaced so as to respect its original objective as closely as possible. The other provisions remain in effect. 26.4 Amendments — Any amendment to the Contract must be in writing and accepted by an authorized representative of Vizory. 26.5 Notices — Notices must be sent to the contact information indicated in the Quote or Contract. A notice sent by email is deemed received on the business day of its transmission, unless proven otherwise. 26.6 Survival — Provisions relating to payments, warranties, liability limitations, indemnification, confidentiality and intellectual property survive the completion or termination of the Contract. 26.7 Electronic signature — Electronic signatures, electronic acceptances and electronically transmitted copies are valid and bind the Parties.
Vizory warrants that its Services will be performed professionally and in accordance with generally recognized practices for comparable services. Unless otherwise provided in the Contract, this warranty remains in effect for a period of six months following completion of the Service concerned. When a Service does not conform to this warranty, the Client's sole remedy is, at Vizory's option, to: re-perform the non-conforming portion of the Service; correct the deliverable concerned; or grant a credit or refund the portion of the price directly attributable to the non-conforming Service.
Products and Parts manufactured by a third party are exclusively covered by the Manufacturer's warranty, where such warranty exists. Vizory provides no additional independent warranty on these Products and Parts. Subject to full payment of amounts owed, Vizory will reasonably cooperate with the Client to submit a valid claim to the Manufacturer. The Client remains subject to the terms, exclusions, time limits and remedies determined by the Manufacturer. Disassembly, installation, transport, travel, diagnostic or labor costs are not covered unless expressly assumed by the Manufacturer or by Vizory in writing.
When a Quote specifies that a Part is manufactured or modified by Vizory, Vizory warrants that this Part will be free from material defect in material or workmanship for a period of twelve months following its delivery. This warranty does not cover design or specifications provided or imposed by the Client. The Client's sole remedy is, at Vizory's option, to repair the Part; replace the Part; redo the modification concerned; or credit or refund the price paid for the defective Part.
Any claim must: be submitted in writing within ten days of discovering the defect; be presented during the applicable warranty period; identify the Product, Part or Service concerned; include a detailed description of the problem; include photographs, reports, data and evidence reasonably requested; allow Vizory or the Manufacturer to inspect the item concerned; and relate to fully paid Works. The Client must cease any use likely to aggravate the damage and take reasonable measures to limit losses.
The warranty does not cover problems arising in particular from: normal wear; accident, impact or abuse; overloading; contamination; corrosion or abnormal environmental condition; improper installation; use contrary to instructions; lack of maintenance; misalignment or adjustment; repair or modification by a third party; incompatible Part selected based on inaccurate information; failure of another component; design or specification provided by the Client; any act or omission of the Client; force majeure event; consumable or wear part; improper storage or transport; use of non-compliant fluid, lubricant or product; or transfer of the Product or Part to a third party, where the Manufacturer's warranty is non-transferable.
When Vizory agrees to perform a repair or re-performance under warranty at its facilities, the Client bears the costs and risks related to disassembly, packaging, transport and reinstallation, unless otherwise indicated in writing. When the Client requests an on-site intervention, it bears travel, accommodation, site access, waiting and other related costs, unless Vizory expressly agrees to cover them. Warranty work is normally performed during normal business hours. A repair or replacement does not extend the original warranty period, unless otherwise indicated in writing by Vizory or the Manufacturer.
The remedies provided in this Appendix constitute the Client's sole remedies regarding a defective or non-conforming Product, Part or Service. Vizory's total liability under the warranty is limited to the price actually paid for the Product, Part or Service directly concerned, subject to the mandatory provisions of Applicable Laws.
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