Terms and conditions of sale

These terms and conditions apply to the sale of a customized product, built according to customer specifications, as well as to the sale of Trolec's mass-manufactured products.

LIMITED PRODUCT WARRANTY

Trolec guarantees its customers that each and every product itemized in the customer order and/or tender, and manufactured by Trolec, will be free from defects in materials and/or workmanship for a period of one year from the date when the product has left our factory.

Trolec's liability in relation to this warranty does not extend to dismantling, installing or reinstalling; it will be limited to the repair or replacement of the defective item, as decided by Trolec, within a reasonable time after receiving a customer's written notice proving that the product has been delivered within the one-year period stipulated herein, identifying the alleged defect that would have appeared during such period. The warranty will only apply if the client's notice to Trolec was sent immediately upon customer's detection of the defect, and received by Trolec within one year of delivery.

To determine the nature of the defect, Trolec reserves the right to request and inspect the defective item. If the defect cannot be detected visually, the item must be returned to the Trolec factory via prepaid shipping. If Trolec, at its sole discretion, determines that the item is truly defective, shipping charges for the replacement of said item are the responsibility of Trolec.

Trolec will bear no liability for the deterioration of paint or finishes caused by circumstances beyond its control including, but not limited to, weather conditions, abrasion, corrosion, misuse or normal aging of the product. The customer also recognizes that Trolec cannot be held responsible for any other damage caused by circumstances over which it has no control.

Trolec makes no warranty with respect to products which, although appearing on customer orders or tenders, are not manufactured by Trolec, but by other companies, subject to warranties granted to Trolec by said companies as they relate to these products.

Under no circumstances may Trolec be held liable for indirect damages related to non-compliance with the warranties set out above. Trolec makes no other warranties, express or implied, including, without limitation, warranties of fitness for any particular purpose or merchantability, beyond what is contained herein.

This warranty will be deemed void if the product is modified or used in a manner contrary to specifications and/or to the installation instructions provided by Trolec.

Trolec assumes no liability other than that detailed above, and no one is authorized to extend the scope of said warrantees on Trolec's behalf.

INDEPENDENT REPRESENTATIVES

Independent representatives, manufacturing agents and/or wholesalers are not authorized to act as agents for Trolec, nor to bind Trolec in any manner whatsoever.

Trolec will not be bound by promises made by independent representatives, agents or wholesalers, and all trade agreements or orders channelled through an independent contractor, agent or wholesaler are subject to acceptance by Trolec, at its sole discretion Trolec. Trolec reserves the right to refuse any such order.

MEASUREMENTS

Prices appearing on bids include the preparation of drawings for approval, as required. Calculation of the necessary measurements and exact size verifications are the customer's responsibility; Trolec's obligation is limited to supplying products conforming to the technical drawings posted on the www.trolec.com website, or those approved by the customer, the architect, the contractor or any other individual with authority to approve the drawings.

If the drawings need to be sealed by a professional, service fees will apply.

TAXES

All federal, provincial and local taxes are excluded from the purchase price; the customer must pay all applicable taxes, unless agreed otherwise.

Trolec will add all due applicable taxes on customer invoice, unless the customer provides Trolec with a valid tax exemption certificate.

FIELD LABOUR

All purchase order provisions relative to field labour and worksite conditions are deemed to be non-binding and will not be enforceable against Trolec.

DELAYS

Trolec will not be liable for any delay in manufacturing, shipping and non-compliance with any other Trolec obligation if a situation is caused by fire, acts of God, labour strikes, any labour issue, transportation, a problem related to accidents at the plant, the inability to obtain raw materials, manufacturing tools and transport services, as well as any other problems beyond Trolec's control.

CLAIMS

Claims related to mistakes, imperfections, non-compliance with technical drawings, incomplete deliveries, or for any shipping delays will be deemed to have been waived by customers, unless written notice is received within a reasonable time after receipt of goods but, in any case, such notice shall be received by Trolec no later than 30 days after the date of receipt of goods by the customer.

Should the customer fail to notify Trolec within this period, any replacement product will be charged to the customer.

Whatever the nature of the complaint, Trolec is not liable for any consequential damage claim, for whatever reason, and according to any legal argument whatsoever.

RISK OF LOSS OR DAMAGE IN TRANSIT

Even though shipping costs may be included in price, risk of loss involving materials sold FOB from our St-Hubert plant shall be borne by the customer, and customer shall pursue any claims with the carrier in the event of loss or damage in transit.

Trolec will not be liable for any damages or claims related to transport.

Costs associated with keeping the shipper's equipment at destination will be the customer's responsibility.

In the event that the product delivered is not the one ordered by the customer, the customer should return said product to Trolec; Trolec will, if appropriate, deliver the originally ordered product at its own expense.

TERMS OF PAYMENT

30 days net, 22% annual interest rate on accounts outstanding on the 30th day. Interest will be calculated monthly, unless other terms of payment appear in the tender or on the customer's specific contract.

The client agrees to pay all collection-related costs and interest charges at an annual rate of 22%, as well as reasonable legal fees incurred by Trolec to obtain payment of such debts.

SUSPENSION OF ORDER BY TROLEC

If the customer fails to comply with Trolec's terms of payment in relation to a specific order or to any other order, or if Trolec has reason to doubt the customer's financial capacity, Trolec may suspend the execution of the order(s) until it has received a deposit sufficient to secure customer's obligations.

Trolec's obligations pursuant to this agreement may be terminated, as decided by Trolec, if Trolec cannot fulfill a customer's order within 12 months from the order date.

ORDER CANCELLATION

This order may not be cancelled, nor modified, nor delayed, and the client cannot be released from his obligations once the order has been processed, except with the consent of Trolec, and subject to specific agreements between parties which will include, among other things, protection for Trolec against losses; in all cases, the cancellation fee will be no less than 30% of the order price.

PLANS AND DRAWINGS

Unless otherwise noted, products shall conform to the specifications posted at the www.trolec.com website, unless said products are modified for improvement, in which event Trolec's available literature shall also be deemed modified, and in accord with such improvements.

Customized products will conform to the technical drawings provided by the customer; however, Trolec assumes no liability related to the customer's intended purpose for the product, nor for plans and drawings prepared by third parties.

TITLES TO GOODS

Title to goods shall pass to customer when they are entrusted to a third party at the St-Hubert plant (FOB), or at any other specified point of transfer.

PATENTS

The customer agrees, at his own expense, to defend and hold Trolec non-liable against any action, claim or proceeding in which Trolec may be implicated because of real or alleged patent infringement not linked to the Trolec product, but resulting from Trolec's adherence to specifications, drawings or other information submitted to Trolec by the customer, whether directly or indirectly.

Trolec will indemnify customer for any judgment for damages which may be rendered against customer in any suit brought against customer on account of intellectual property infringements related to goods manufactured by Trolec, provided that notice be given promptly to Trolec of the existence of such legal proceedings, and that an opportunity is afforded to Trolec to reach a settlement or file a defense to such legal action, at Trolec's sole discretion, and provided that the customer provides reasonable assistance to Trolec for its defense in such proceedings .

Herein is stated the fullest extent of Trolec's responsibility to the customer in matters of possible intellectual property violations.

PURCHASE ORDER CONDITIONS

All the terms and conditions of the customer's order and/or the General Conditions of their contracts which may be inconsistent with the terms and conditions hereof shall not be binding on Trolec and shall not be considered applicable to the sale of goods referred to in Trolec's agreements and/or tenders, unless Trolec agrees, in writing, to be bound to these terms and conditions.

LIMITATION OF LIABILITY

In no event shall Trolec be held liable to you or to any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit and damages arising from your use of the products, even if Trolec may or may not have been previously informed of the possibility of such damage occurring.

Notwithstanding any provision to the contrary, Trolec's liability to you, for any reason of any kind and regardless of the nature of the claims, will be limited to the amount paid by you for the Trolec product purchased.

DISPUTES

If there is any dispute about or involving Trolec products and services, it is agreed by all parties that said dispute shall be governed by the laws of the Province of Quebec; both parties agree to the exclusive jurisdiction of the courts in the district of Longueuil, province of Quebec.

APPROVAL OF TROLEC PRODUCTS

It is understood that the customer has received approval from the architect and/or his own customers before choosing Trolec products; failure to obtain such an approval shall not constitute a valid motive for cancellation of this sale.

GENERAL CONDITIONS

The sales conditions outlined above are subject to change at any time and without notice. The sales conditions applicable to tenders and/or sales contracts will be those that were posted on the www.trolec.com website on the date when the customer received Trolec's tender.

It is the customer's responsibility to check the conditions posted on the website upon reception of tender, to make sure they accept said conditions.

If the customer does not accept the conditions outlined at the www.trolec.com website, the customer's sole option is to not buy Trolec products.

These terms and conditions apply to all orders received by Trolec, and Trolec will only be liable for its own claims as highlighted at the www.trolec.com website, or on a specific customer tender.

The terms and conditions herein shall be deemed accepted by the customer and, in the absence of contrary agreement, the sale of goods by Trolec will be governed by these conditions.

No waiver, alteration or modification to any provision of these conditions will have the effect of binding Trolec, unless a Trolec representative accepts such amendments, alterations or modifications in writing.

Trolec reserves the right, prior to processing the customer's order, to inform the owner of the building on which Trolec products are to be installed of the existence of a contract between the customer and Trolec. In the event of failure by the customer to pay the amounts due to Trolec on time, as outlined in the Terms of payment section, Trolec also reserves the right to apply provisions 2724 and following of the Code Civil du Québec, and to register a lien on the building where Trolec products have been or will be installed.

Should a conflict of interpretation arise between the English and French versions of these conditions, the French version shall prevail.

PRODUCT RETURNS: TERMS AND CONDITIONS

GENERAL CONDITIONS

Any claim for mistakes, imperfections, deficiencies and partial, incomplete or late deliveries will be deemed dropped by customer unless the latter has, within a period of 30 days following receipt of goods, notified Trolec in writing of such problems.

If the client fails to notify Trolec within the above-mentioned period, any replacement goods will be charged to the customer.

Defective or unusable goods will be replaced, or the purchase price refunded, following the return of the product, but Trolec will not be responsible for dismantling, installing or reinstalling said products.

Whatever the nature of the claim, Trolec's responsibility will be limited to the purchase price, and Trolec may not be held liable for any claims for consequential or other damages under any legal argument whatsoever.

The customer is responsible for all shipping costs.

Trolec charges a 15% restocking fee on all returned products.

CUSTOM-MADE PRODUCTS

Trolec will not accept returns for custom-made products; however, if only minor adjustments to the product dimensions were to be necessary, Trolec will modify the dimensions of the product as best it can, so that it may be used, and a fee will be charged to the customer for product resizing.

Trolec will not refund or apply any credit whatsoever for the items listed below; this list is not complete, as this policy applies to all custom-made products and/or any product modified according to customer specifications.

All products manufactured to precise measurements.

Any modification to a standard product.

Any product assembled in accordance with particular specifications.

All products that are painted and/or anodized in accordance with particular specifications.

RETURN POLICY

Once the claim has been received, Trolec will, conditions and situation allowing, forward a “return form” which must be included with the returned good.

Failure to obtain said form and attach it to the returned good could justify the refusal by Trolec to accept delivery of returned goods.

The goods must be returned in their original packaging and be in re-sale condition.

LOSS OR DAMAGE IN TRANSIT

Even though shipping costs may be included in price, risk of loss involving materials sold FOB from our St-Hubert plant shall be borne by the customer, and customer shall pursue any claims with the carrier in the event of loss or damage in transit.

Costs associated with keeping the shipper's equipment at destination will be the customer's responsibility.

NON-PAYMENT

Even if a customer files a complaint, the customer will be required to pay for goods delivered, even if they were damaged, destroyed or lost.

If a customer files a complaint for property damaged and/or destroyed and/or lost during shipping, Trolec recommends keeping all the goods, as well as the packaging in which they were received, so that the carrier's Complaints Department may examine said goods and/or packages.

GENERAL NOTICE

It is the customer's responsibility to check the return policy posted on the website upon reception of tender, to make sure they agree with said policy.

If the customer does not accept the conditions outlined at the www.trolec.com website, the customer's sole option is to not buy Trolec products.