Terms And Conditions Of Supply

1. Definitions

   The following terms shall have the meanings indicated below:

   1. “Agreement” means these general terms and conditions of supply, the proposal, and the order confirmation document issued by Technosub;
   2. “Buyer” means the person to whom the proposal is addressed;
   3. “Proposal” means the commercial proposal addressed to the Buyer by Technosub in connection with the Supply;
   4. “121352 Canada inc.” as defined by Technosub or one of its affiliated divisions (Technosub, Tsurumi Canada, Mudwizard);
   5. “Purchase Order” means a document issued by the Buyer as an offer to purchase goods or services from Technosub in accordance with the proposal;
   6. “Supply” means the sale of goods or the provision of services to the Buyer by Technosub, and
   7. “In Writing” means either by a written letter delivered via mail or an email delivered using the internet.

2. Agreement

   1. Supply. The Buyer hereby engages Technosub for the supply as described in the Proposal.
   2. Duration. The duration of this Agreement shall be as indicated, if applicable, in the Proposal. In the absence of such indication, this Agreement shall expire upon the completion of the Supply or when Technosub has fully performed the Supply in accordance with the terms of this Agreement.
   3. Validity Period of the Proposal. The validity period of the Proposal shall be as indicated on the Proposal itself. The Buyer may request an extension of this validity period. Any request for an extension must be made in writing and received by Technosub before the expiration of the validity period of the Proposal.

3. Order Acceptance

   1. Effect of the Purchase Order. No purchase order submitted by the Buyer shall be deemed accepted by Technosub unless and until it is confirmed in writing by Technosub.
   2. No Obligation to Accept the Purchase Order. Technosub has no contractual obligation to accept a purchase order from any Buyer who has not provided Technosub with satisfactory references. At any time, if Technosub is not satisfied with the Buyer’s creditworthiness, it may notify the Buyer in writing that no further credit will be extended to the Buyer unless the situation is rectified within ten (10) business days.
   3. Acceptance of the Purchase Order. The Buyer shall be bound by the provisions of this Agreement upon the written acceptance of the purchase order by Technosub. Whether or not the Purchase Order or this Agreement is signed, the Buyer shall be deemed to have accepted the terms and conditions of this Agreement (including these General Terms and Conditions of Supply) by submitting a Purchase Order referring to the Proposal.

4. Price

   1. Currency and Taxes. All prices are expressed in the currency indicated on the Proposal and exclude applicable taxes and duties unless expressly stated otherwise in the Proposal.
   2. Installation and Start-up Costs. Unless expressly stated otherwise in the Proposal, the price of installation, installation assistance, and/or start-up services is not included in the scope of the Supply. Such services may be offered by Technosub under a separate agreement.
   3. Credit Check. Technosub reserves the right to verify the Buyer’s creditworthiness.
   4. Delivery Charges. Delivery charges are the responsibility of the customer unless otherwise specified in the contract.

5. Payment Terms

   1. Payment Terms. The payment terms are those indicated in the Proposal. In the absence of a specific payment schedule, the Buyer agrees to pay for the Supply as invoiced by Technosub. Invoices are due and payable as indicated on them, from the date of invoicing, subject to Technosub’s continued credit approval. The Buyer agrees to pay interest on all overdue amounts at the rate of 1% per month (maximum 10% per year).
   2. Dispute of an Invoice Item. In the event of a dispute over an item on an invoice, the Buyer must promptly pay all other undisputed items on the invoice.
   3. Default in Payment. In the event of default in payment, the Buyer shall be liable for all collection costs incurred by Technosub, including reasonable legal fees. Additionally, in the event of non-payment in accordance with section 5.1, Technosub reserves the right to suspend the provision of services or the delivery of undelivered goods until payment is received.

6. Delivery

   1. Estimated Delivery Time. The delivery time mentioned in the Proposal constitutes Technosub’s best estimate at the time of submission of the Proposal. Every effort will be made to meet delivery deadlines upon acceptance of the order by the Buyer.
   2. Failure to Take Delivery. If the Buyer fails to take delivery of the ordered goods, or any part thereof, or fails to provide the necessary instructions, documents, licenses, consents, or authorizations to enable the delivery of the goods on the scheduled date, Technosub shall have the right, upon notice to the Buyer, to store or have the goods stored. Delivery shall then be deemed to have taken place, and the Buyer shall pay Technosub all associated costs and expenses, including storage and insurance fees.
   3. Incoterms. Delivery shall be made in accordance with the deadlines specified in the Proposal. The version of the Incoterms applicable shall be the one in effect at the date of the Proposal.
   4. Transfer of Title. The goods remain the property of Technosub until the Buyer has made full payment.

7. Modifications And Cancellations

   1. Requests for Modifications. The Buyer has the right to make changes to the specifications and drawings of the goods or services covered by the Agreement. The Buyer may formalize this change by sending written notice to Technosub. If Technosub believes that such a change affects the price or delivery date of the supply, it will inform the Buyer in writing within ten (10) business days of receiving the modification request. No modification described in a change request shall take effect until it has been agreed upon in writing by Technosub and the Buyer.
   2. Suspension Pending Agreement. Technosub shall suspend any work related to or affected by a modification request until the Buyer and Technosub mutually agree in writing on the necessary adjustments to the supply conditions, including the contract price and/or the applicable performance or delivery schedule(s), to reflect the effect of such change. The Buyer shall then pay Technosub all costs related to the work in progress up to the date of suspension of the work.
   3. No Cancellation Without Agreement. No order accepted by Technosub may be cancelled by the Buyer without Technosub’s written consent, provided that the Buyer fully indemnifies Technosub for any loss, costs (including the cost of labor and materials used), damage, charges, and expenses incurred by Technosub as a result of the cancellation.
   4. Returns and Cancellations for Convenience.
      1. Prior authorization from Technosub is required before any return of Products to obtain credit. Technosub reserves the right to grant or refuse this authorization at its sole discretion. If a return is accepted, a return authorization form will be provided and must be clearly affixed to the Products returned by the Customer (freight prepaid only). All returned Products must be in re-sellable condition, in their original containers and/or packaging, and will be subject to inspection and restocking fees, determined by an authorized representative of Technosub. The transportation costs for the return shall be borne by the Customer.
      2. Unless otherwise stipulated in the Agreement, the Customer shall not have the right to cancel the Agreement for Convenience.
      3. If the Agreement provides that the Customer may cancel for convenience and the Customer decides to exercise this right of cancellation, in whole or in part, for the parts of the Agreement not yet performed as of the effective date of the cancellation, Technosub shall cease all cancelled work, place no further orders related to the cancelled work, and retain, protect the material acquired for the cancelled work or intended for it, the work in progress, and the completed goods, and dispose of such material and goods in accordance with the Customer’s instructions. As part of this cancellation for convenience, the Customer agrees to pay Technosub:
         1. the amounts provided in the cancellation schedule if such a schedule is included in the Agreement;
         2. if no cancellation schedule is included in the Agreement, the sum of the following amounts:
            1. the higher of the Work actually performed, in whole or in part, before termination and for which Technosub has not yet been paid (including, without limitation, the cost of supplies and inventory, payment for work in progress, as well as Products and components supplied or manufactured not yet delivered to the Customer as of the termination date, as well as the profit realized and overhead costs up to the termination date) and the next milestone payment; plus
            2. all other costs and expenses incurred by Technosub as a result of this termination of the Agreement, including, without limitation, demobilization costs, costs related to the removal of work and available material, interest on late payments, as well as any cancellation payment or fee related to a subcontract. For clarity, Technosub shall be entitled to all lost profits, any contribution to overhead costs, as well as all indirect, incidental, or other damages resulting from this cancellation.

8. Warranties—Limitation Of Liability

   The limited warranties of Technosub applicable to Products and Services are set out, respectively, in Appendix B.1 and B.2 available on the website https://www.technosub.net/. Notwithstanding any other provision of the Contract, the warranties of Technosub set forth in these annexes: (1) are the only warranties applicable to the Work, and all other warranties, conditions, assurances, or similar obligations, whether express or implied, by fact or law (including any statute or regulation), custom or trade usage, or any transaction, including, without limitation, any implied warranty of quality, merchantability, fitness for use, fitness for a particular purpose, or otherwise, are excluded from the Contract and inapplicable, and (2) are the customer’s sole remedy arising from defective or deficient Work.

   1. Warranty of Goods. The goods sold under the Contract will be covered by the warranty described in the Warranty Certificate(s) on the website https://www.technosub.net/—Warranty Certificate(s).
   2. Warranty Claim. In the event of a failure of a good sold by Technosub due to defective materials or manufacturing defects during the warranty period, the Buyer must submit a written claim to Technosub as soon as possible after discovering the defect. The request will then be evaluated. If a product sold by Technosub is deemed non-defective or defective for reasons other than material or manufacturing defects, the Buyer will be informed and the warranty claim will be rejected. All costs related to the evaluation of the claim will be charged to the Buyer.
   3. Service Warranty. Technosub undertakes to provide services in a professional manner, in accordance with industry standards and all applicable laws, rules, and regulations. If the services provided do not comply with this warranty, Technosub’s sole obligation and the Buyer’s exclusive remedy will be the performance of the services or, if commercially impracticable, the prompt reimbursement of the amounts paid by the Buyer for such services. Any warranty claim must be made within thirty (30) days following the performance of the services concerned.
   4. Limitation of Liability. In no event shall Technosub’s total liability to the Buyer exceed the amount paid by the Buyer under the Contract. This limitation shall apply regardless of the form of action, whether contractual, extracontractual, statutory, strict, or otherwise. The agreed-upon liability allocations and damage limitations represent the negotiated agreement between the parties, and Technosub’s compensation reflects these allocations. Furthermore, in no event Technosub shall be liable for any loss of profits, savings, or any other economic loss, nor for any consequential, incidental, indirect, special, or punitive damages (including, but not limited to, business interruption, loss of goodwill, or data) or for any claim against the Buyer by a third party, even if Technosub has been advised of or could reasonably foresee the possibility of such damages.
   5. Return of Materials or Pumps. Any request for the return of materials or pumps must be pre-authorized by Technosub. Return fees may apply depending on the initial agreement at the time of sale or rental.
   6. Exclusion of Warranties. The Buyer acknowledges that the only warranties offered for the goods and services purchased under this Contract are those specified in sections 8.1 and 8.3 above. The Buyer further acknowledges that, unless Technosub is the manufacturer of the purchased products, the warranties are offered by the manufacturers of the products sold by Technosub and not by Technosub itself, which only manages warranty claims on behalf of the manufacturers. Technosub and its divisions expressly disclaim any other warranties, express or implied, relating to the products or services, including, but not limited to, any warranty of title, accuracy, merchantability, or fitness for a particular purpose, non-infringement, or any warranty relating to third-party services. This disclaimer does not affect the terms of any manufacturer’s warranty.

9. Confidentiality

   1. Confidentiality. The provisions of this Article 9 apply to the exchange of confidential information (as defined below) between the parties, unless a non-disclosure agreement or other similar agreement is already in effect between the parties as of the date of acceptance of the Buyer’s purchase order by Technosub. The parties acknowledge that they may receive confidential and/or proprietary information relating to the other party’s business, including, without limitation, designs, presentations, drawings, diagrams, marketing information, know-how, and/or trade secrets, which are identified as confidential and/or proprietary at the time of disclosure or which a reasonable person would consider, by the nature of the information, to be confidential and/or proprietary (“Confidential Information”). The receiving party shall treat the Confidential Information as confidential and proprietary to the disclosing party and shall not disclose it, except to persons within its organization who need to know it to carry out the business relationship and who are bound by written confidentiality obligations no less protective of the disclosing party’s Confidential Information than those provided in this section. In the event of a confidentiality breach, the receiving party shall notify the disclosing party as soon as possible, but no later than three (3) business days after becoming aware of the breach. The receiving party shall be directly responsible for the acts or omissions of its directors, officers, employees, and subcontractors concerning these confidentiality obligations. The receiving party agrees to separate the disclosing party’s Confidential Information from the confidential information of others to avoid any commingling.
   2. Exceptions. The confidentiality obligation provided in Article 9.1 does not apply to information that: (a) is or becomes generally known and accessible to the public within the industry without fault of the receiving party; (b) was known to the receiving party before the time of disclosure and was not subject to restrictions, as evidenced by the receiving party’s written records; (c) was independently developed by the receiving party, as evidenced by the receiving party’s written records; (d) was lawfully obtained from a third party with the right to make such disclosure without restriction; (e) is authorized to be published in writing by the disclosing party; or (f) must be disclosed by regulation.

10. Intellectual Property

    The Buyer acknowledges that all plans, specifications, summaries, copies, reports, analyses, notes, drafts, compilations, studies, synopses, files, letters, memoranda, records, data, sketches, drawings, notebooks, programs, or any other written, electronic, photographic, or other material (including any disk or computer medium on which such documents or work products may be stored) created or delivered by Technosub in connection with the Supply, as well as all intellectual property rights created, realized, designed, or otherwise arising from the performance of the Supply (collectively referred to as “Developments”) are and remain the exclusive property of Technosub. Technosub hereby grants the Buyer a non-exclusive, perpetual, worldwide, fully paid up, royalty-free license, without the right to sublicense, to use the Developments solely for the Buyer’s internal business purposes.

11. General Provisions

    1. Complete Agreement. These general terms and conditions of supply, together with the proposal and order confirmation issued by Technosub, constitute the entire agreement between the parties concerning their subject matter and prevail over the preprinted terms of any purchase order, acceptance, acknowledgment, shipment, or other similar document issued or signed in connection with the Contract. This agreement supersedes and replaces all prior oral or written agreements, representations, negotiations, or agreements between the parties concerning this subject. No change, modification, supplement, or amendment to this Agreement shall be valid or binding unless executed in writing by both parties.
    2. Entire Agreement. Without limiting the generality of the foregoing, no agreement or communication between the parties, whether written or verbal, including, without limitation, a call for tenders, a proposal, or any other document exchanged between the Parties up to the date of the Contract, inclusively, nor any information or data contained in general product documentation and price lists, or provision contained in purchase documents, purchase orders, work orders, acceptance documents, or other Client communications or forms, shall form part of the Contract, and none of the foregoing shall have any legal effect between the Parties unless expressly contained in the Contract.
    3. Notices. Any notice provided under this Agreement shall be sufficient if in writing and delivered by a communication method providing sufficient evidence that the notice has been effectively delivered to the recipient.
    4. Independent Contractors. The parties acknowledge that they are acting as independent contractors and that nothing in the Contract shall be construed to alter their status or create a partnership, joint venture, or agency of any kind between them. Technosub is an independent contractor and is not an employee of the Buyer.
    5. No Waiver. Any waiver by Technosub of a provision of this Agreement must be in writing to be effective. A waiver of such provision shall not constitute a waiver of any other provision or a continuing waiver unless expressly stated otherwise in writing.
    6. Severability. If any provision contained in this Agreement is found to be invalid or unenforceable, that provision shall, where possible, be interpreted, limited, or, if necessary, severed to eliminate such invalidity or unenforceability. In such a case, all other provisions contained herein shall remain valid and continue to bind the parties hereto.
    7. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations hereunder due to strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party.
    8. Jurisdiction. The Contract, as well as any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of Québec, and the court located in the judicial district of the province of Québec (Canada) shall have exclusive jurisdiction over any dispute related to the Agreement.

B.1 Product Warranty

Warranty Offered: This warranty (the “Warranty”) applies to all goods, materials, equipment, parts, and/or products (“Products”) sold by Technosub. The specific Technosub entity bound by this Warranty will be the one that is a party to the relevant contract, purchase order, or service order with the customer (“Customer”) under which these Products are sold. In this Warranty, the term “Technosub” refers to this specific entity.

Covered Defects—Products Manufactured By Third Parties: For Products sold by Technosub but manufactured by third parties (“Distributed Products”), Technosub will, if applicable, extend to the Customer the manufacturer’s applicable warranty in effect at the time of purchase. Technosub will assist the Customer in benefiting from this warranty when inspection reveals that the Distributed Products are defective, subject to the terms and conditions, including the warranty period, specified in the manufacturer’s warranty. Technosub provides no warranty or assurance, express or implied, for these Distributed Products. For more details on applicable warranty conditions, please contact your Technosub representative.

Covered Defects—Systems, Pumps, And Parts Manufactured By Technosub: Subject to the provisions of Annex “B,” Technosub warrants that the systems, pumps, or parts it manufactures (“Technosub Products”) are free from any manufacturing or material defects and conform to Technosub’s specifications as set forth in the applicable contract, purchase order, or service order, subject to Technosub’s usual tolerance margins. If Technosub determines, at its discretion, that a Technosub Product does not conform to this warranty during the applicable warranty period, and the terms of this Warranty have been met, Technosub will repair or replace the defective Product, or refund its purchase price. Technosub’s obligations are strictly limited to the repair, replacement, or refund of the defective Product. This Warranty applies only to Technosub Products for which the Customer has paid. If Technosub opts for repair, the Customer will be responsible for transporting the Product to Technosub’s facilities. Any repair outside normal hours will incur additional costs for the Customer. This Warranty is subject to limitations, the warranty period, exclusions, and other conditions.

Warranty Period: This Warranty covers defects present in Technosub Products at the time of delivery, provided they appear during the following warranty period: for systems, pumps, and parts manufactured by Technosub, the period is twelve (12) months from the date of delivery to the Customer. This warranty period may only be modified if stipulated in the contract between Technosub and the Customer and will not be extended due to subsequent repairs.

Exclusion Applicable to Components of Technosub Products Manufactured by Third Parties: This Warranty does not cover any part or component of Technosub Products manufactured by third parties. Only the manufacturer’s warranty applies. In no case can Technosub’s warranty modify, replace, or supplement that of the manufacturer of parts or components manufactured by third parties. The general conditions, including the manufacturer’s warranty period, prevail over those of Technosub’s Warranty.

Other Exclusions: Technosub is not responsible for any damages, costs, or expenses incurred by the Customer or a third party resulting from the following situations, which are not covered by this Warranty:

• Work not performed by Technosub or resulting defects.
• Events or circumstances beyond Technosub’s control, such as disasters, force majeure, accidents, abuse, negligence, chemical, electrochemical, or electrical influences, overloading of Technosub Products, or abnormal environmental conditions.
• Incorrect, inappropriate, or inadequate installation, use, inspection, handling, assembly, storage, maintenance, removal, or transportation, contrary to the recommendations of Technosub or the manufacturer of the parts or components.
• Failure of the Customer to comply with the recommendations of Technosub or the manufacturer of the parts or components, including failure to follow recommended maintenance intervals and procedures.
• Specifications, directives, or designs provided by the Customer.
• Acts or omissions of the Customer.
• Normal wear and tear or parts subject to premature wear due to their characteristics.

Furthermore, except for the specific obligations of repair, replacement, or refund provided by this Warranty, Technosub will not be liable for any damages, losses, costs, or expenses incurred by the Customer or a third party, including, but not limited to, direct, indirect, consequential, or incidental damages, loss of revenue, loss of production, loss of value or use of property, loss of economic opportunities, or any injury or loss of life, caused by the use of a Technosub Product.

Reasons for Warranty Cancellation: The Warranty will be automatically cancelled if the Customer fails to comply with any of the following obligations:

• Comply with all the requirements of this Warranty, the applicable contract, purchase order, or service order.
• Install, assemble, handle, store, use, operate, inspect, maintain, remove, and transport the Technosub Product in accordance with Technosub’s recommendations, industry practices, and applicable laws.
• Take precautions to prevent further damage after an incident or event leading to a warranty claim.
• The Warranty will be cancelled if the Customer conceals or misrepresents a material fact regarding the Warranty or the Technosub Product, or if they commit fraud or make a false statement.
• Transfer ownership of the Technosub Product to a third party or lend, lease, or otherwise transfer possession to a third party, or in case of bankruptcy or seizure of the Product.
• Have the Technosub Product repaired or modified by a person not authorized by Technosub or use parts not provided by Technosub in these operations.

Notice Of Warranty Claim: Any claim under this Warranty must be submitted in writing during the warranty period to the Technosub branch where the Product was purchased. To be valid, the claim must be received within ten (10) days following the discovery of the defect by the Customer.

Other Limitations: Technosub’s total liability under this Warranty is limited to the purchase price of the defective Technosub Product. This Warranty constitutes the only applicable warranty for the Products, and Technosub expressly disclaims, to the fullest extent permitted by law, any other representation, warranty, condition, or obligation, express or implied, including those regarding merchantability, fitness for a particular purpose, or otherwise.

Exclusive Remedy: The remedies mentioned in this Warranty are the Customer’s sole remedies, and Technosub’s only obligations in case of defective Products.

Limitation To Sue: No action or lawsuit based on this Warranty may be maintained unless the Customer has complied with all requirements and has filed the action within three (3) months following the initial claim.

Applicable Law: This Warranty is governed by the laws of the province of Quebec (Canada).

B.2 Service Warranty

Warranty Offered: This warranty (the “Warranty”) applies to all labor services (“Services”) provided by Technosub. The specific Technosub entity bound by this Warranty for a particular service will be the one that has contracted with the customer (the “Customer”) for that service. The term “Technosub” refers to this specific entity within the scope of this Warranty.

Covered Defects—Services: Subject to the conditions of this Warranty, Technosub warrants that the Services will be performed in accordance with the standards of skill and care expected in the industry, based on similar projects in terms of type, scope, and complexity. If Technosub determines, at its sole discretion, that a Service does not conform to this warranty within the applicable period, Technosub may, at its discretion, repair or reperform the Service, or refund its cost. This Warranty applies only to work performed on equipment or components (“Equipment”) for which Technosub has been the sole entity providing service, and which have been paid for by the Customer. Reperformances are carried out during Technosub’s normal hours, with additional charges if they occur outside these hours. The Warranty is subject to the limitations, periods, exclusions, and other specified conditions.

Warranty Period: The Warranty covers defects present at the time of the performance of the Services that appear within twelve (12) months following the date Technosub considers the Services completed and shipped. This period will not be extended in case of reperformance or corrective work.

Exclusions: Technosub is not responsible for any damages, costs, or expenses caused, in whole or in part, by:

• Work not performed by Technosub or resulting defects.
• Events independent of Technosub, including disasters, accidents, abuse, negligence, chemical, electrochemical, or electrical influences, overloading of the Equipment, abnormal physical or environmental constraints.
• Incorrect installation, use, inspection, handling, assembly, storage, maintenance, removal, or transportation of the Equipment, not in accordance with Technosub’s recommendations, the manufacturer’s recommendations, or industry practices.
• The Customer’s failure to comply with Technosub’s or the manufacturer’s recommendations regarding the Equipment.
• Specifications, directives, or designs provided by the Customer.
• Normal wear and tear or parts subject to premature wear due to their materials or use.
• Materials or substances processed by the Equipment, including debris, moisture, dust, grease, or other contamination.

Apart from the obligation to reperform or refund, Technosub will not be liable for any damages or losses incurred by the Customer or a third party, including direct, indirect, consequential, or incidental damages or losses, loss of revenue, production, value, use, economic opportunities, injury, or loss of life.

Reasons for Warranty Cancellation: The Warranty is cancelled if the Customer:

• Fails to comply with the requirements of this Warranty or the contract related to the Services.
• Does not handle the Equipment in accordance with Technosub’s recommendations, the manufacturer’s recommendations, or industry practices.
• Does not take precautions to prevent further damage to the Equipment in the event of an incident.
• Conceals or misrepresents a material fact or circumstance.
• Transfers the Equipment to a third party without authorization or becomes insolvent.
• Modifies or repairs the Equipment without Technosub’s authorization, or uses parts not provided by Technosub.

Notice Of Warranty Claim: Claims under this Warranty must be made in writing and received by Technosub within ten (10) days following the discovery of the defect.

Other Limitations: Technosub’s liability is limited to the amount received for the defective Service. This Warranty is exclusive and replaces any other warranty or commitment, explicit or implicit, including those of merchantability or fitness for a particular purpose. The remedies indicated are the only ones available to the Customer.

Applicable Law: This Warranty is governed by the laws of the province of Quebec (Canada).