Warranty and Customer Service

1. General provisions

• 1.1 Subject to the conditions set forth hereafter, prices tendered by Gentec inc. (Gentec) shall remain valid for a period of thirty (30) days starting from the date of the tender.
• 1.2 Unless otherwise stipulated, the prices tendered by Gentec are in Canadian dollars and do not include federal, provincial and local taxes nor any other applicable taxes, assessments or duties. Should such taxes, assessments or duties be applicable, payment thereof shall be assumed by the Client.
• 1.3 For any purchase order to be approved by Gentec, all purchase orders of the Client shall be identical to the tender filed by the sales department of Gentec. Upon demand of the Client, any amendment that it wishes to bring to the tender, before or after the tendering thereof by Gentec, or any amendments to the purchase order required by the Client pending the execution of the contract or at any other period, or any variation in the size, specifications and/or quantities of the supplies provided by the Client and, in general, any other similar situations beyond the control of Gentec which may arise at anytime in connection with the purchase order or the tendering thereof, are all likely to result in amendments to the costs tendered by Gentec by either the increase or the decrease thereof, and/or to changes in delivery delays of the products to the Client. Should such situation occur, Gentec shall advise the Client in writing as soon as possible.
• 1.4 The Client acknowledges and agrees that Gentec has no obligation to execute any work for the Client before having actually received and accepted the Client's purchase order.
• 1.5 Unless Gentec establishes different payment conditions in its tender or in its invoice, the standard payment terms shall be net thirty (30) days from the date of invoicing by Gentec.
• 1.6 Any amount due to Gentec by the Client bears interests from its due date at the rate of one and a half percent (1.5%) per month calculated and payable on a monthly basis.

2. Cancellation

• 2.1 Should any purchase order be cancelled by the Client, for any reason whatsoever, the Client agrees to pay Gentec the higher of:
• 2.2 twenty percent (20%) of the amount of Gentec's tender, plus applicable taxes; or
• 2.3 any and all costs and disbursements actually incurred by Gentec, plus applicable taxes, at the time Gentec has actually received the cancellation notice from the Client.

3. Warranty

• 3.1 Gentec warrants that the equipment sold and delivered shall be free from latent defects or labour defects during the hereafter warranty period.
• 3.2 The warranty period is eighteen (18) months starting from the delivery date (or the day that which the Client picks up the product at Gentec's premises) or twelve (12) months starting from the date at which the product is being used for the first time, which ever comes first.
• 3.3 This warranty does not cover batteries. When batteries are supplied with the product, only the manufacturer's warranty on the batteries applies.
• 3.4 Any and all repair, replacement or work performed pursuant to this warranty shall not have for effect of renewing or extending the warranty period.
• 3.5 For any material returned to Gentec, Gentec shall supply the Client with a MR number (Material Return). Further to its inspection of the product, Gentec shall notify the client of the applicable solution or solutions.
• 3.6 When products under warranty are defective, the Client is responsible for their shipping to Gentec and Gentec is responsible for their return at the Client's premises.
• 3.7 With respect to repairs made under warranty, Gentec reserves the right to repair, replace or credit the product. Any repair being invoiced (not covered by the warranty) shall be subject to a limited warranty period of ninety (90) days from the day at which the product is returned to the Client, or the day at which the Client takes possession of the product at Gentec's premises.
• 3.8 The aforementioned warranties are null and void with respect to any malfunctioning resulting from improper installation or maintenance or in situations where the products are used under abnormal conditions or contrary to Gentec's specifications or instructions. There shall be no legal, statutory or contractual warranty from Gentec for any defect or failure in a product as the same would result from normal use thereof or from modifications or changes brought to the product by the Client or by a third party.
• 3.9 The aforementioned warranties are exclusive and no other warranty applies either in law, in writing or tacitly, including any warranty as to merchantability or warranty for specific purposes. The exclusive remedies of the Client and the sole obligations of Gentec arising out of defaults or failures in the products are those contained in this section pertaining to warranties supplied by Gentec to the exclusion of any other remedy or claim.

4. Limitation as to liability 

• 4.1 Should Gentec, its agents, directors, managers, employees, subcontractors and suppliers be held responsible for any claims, proceedings, judgments and expenses related to, or resulting from, any loss or damage arising out of the performance or the failure in the performance in connection with the sale, delivery or warehousing of some material or component, such liability shall in no circumstances exceed the net per unit price (shipped EXW Gentec loading dock) off said material or component being the subject matter of the claim.
• 4.2 With respect to the services sold by Gentec, the liability of Gentec pertaining to the performance of such services shall in no circumstances exceed the total amount paid by the Client to Gentec for the services rendered in connection with the relevant purchase order.
• 4.3 The Client acknowledges, covenants, and accepts that in no situation shall Gentec be held liable for any loss of profit incurred by the Client or for any direct or indirect damages suffered by the Client or to any of its property whatsoever, including, without limitation, any damages or losses suffered by the Client and pertaining to delays, losses of income, loss of use, loss of data, production losses, capital costs, energy replacement costs and such, notwithstanding that Gentec was or was not advised of the potential occurrence of such damages.

5. Delivery and transport 

• 5.1 In such situations where Gentec is responsible for the delivery of the product or in situations where the product is actually delivered by Gentec without any obligations of Gentec therefore, the products are deemed delivered EXW (Incoterms 2000) Gentec loading dock at the address of its head office. The Client must supply Gentec with the name of its designated carrier together with the prepaid account number related thereto. Without limiting the generality of the foregoing, and more specifically the provisions of section 4 hereof, Gentec shall in no circumstances be held responsible for any loss or damage to the product from the very moment the same is made available to the Client at Gentec loading dock, at the address of its head office.
• 5.2 Subject to the application of the Incoterms 2000 aforementioned, the laws of the province of Quebec and those of Canada applicable therein shall govern the application and construction of this agreement and, in general, of any agreements entered into between Gentec and the Client.

6. Force majeure 

• 6.1 Gentec shall not be held liable for the late execution of its obligations where the same results from circumstances beyond its control, and, without limiting the generality of the foregoing, those circumstances arising out of force majeure situations, the acts or omissions of the Client or that of the civil or military authorities, fire, strikes, labour conflicts, floods, epidemics, quarantines, wars, insurrections, riots, execution and performance of priority purchase order or preference trade regime enacted by any government authority, the revoking of exportation or re-exportation licenses or permits, embargos on merchandise, shortage of vehicles, wreck or delays in connection with transportation, bad weather or failure to obtain workmanship, material and supplies or the required manufacturing facilities, or delays incurred by subcontractors. In situations of delays, the delivery date of any product shall be postponed for a period of time at least equal to that of the delay and the Client shall, upon demand, reimburse Gentec of any and all costs incurred by Gentec and attributable to the acts or omissions of the Client.

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