General Terms and Conditions

The following conditions shall be deemed a part of every purchase order accepted by Conception Impack DTCI, Inc. (“IMPACK”)

  1. Definition:

As used herein, the term “Buyer” shall mean the purchaser of the goods identified on IMPACK’s “Proposal”, “Purchase Contract” or written “Purchase and Security Agreement” ; the term “Goods” shall mean all equipment, accessories and any labor and services identified on IMPACK’s Quotation, Purchase Contract or Order Acknowledgment, and all attachments, exhibits and amendments to it; the term “Order” shall mean this the terms and conditions described in IMPACK’s Purchase Contract and Purchase and Security Agreement, and all attachments, exhibits, and amendments to them, and these Conditions of Sale.

  1. Quotation:

The terms of IMPACK’s Quotation, except for these Conditions of Sale, are not binding, do not constitute an offer and are subject to change without notice.

  1. Acceptance:

IMPACK’s acceptance of Buyer’s purchase order is expressly made conditional on Buyer’s acceptance of the terms and conditions set forth in the Order, which are in lieu of any additional or different terms contained in Buyer’s purchase order or other document or communication pertaining to Buyer’s order or the Goods, which additional or different terms shall be deemed ineffective. Buyer’s assent to the terms and conditions contained in the Order shall be conclusively presumed from receipt of IMPACK’s Order Confirmation without prompt objection thereto, from acceptance by Buyer of all or any part of the Goods or from payment by Buyer for all or any part of the Goods. The Order shall not be binding upon IMPACK unless confirmed in writing by an authorized officer of IMPACK.

  1. Delay or Cancellation:

The Order is not subject to delay or cancellation by Buyer unless Buyer gives written notice to IMPACK and such notice is acknowledged in writing by an authorized officer of IMPACK. Upon such cancellation or delay, IMPACK may demand payment based on the purchase price and the percentage of completion as determined by IMPACK and payment covering IMPACK’s increased costs, including storage and insurance, as a result of the cancellation or delay.

  1. Taxes:

Unless otherwise expressly provided in the Order, prices quoted do not include taxes, license fees or other assessments with respect to the Goods or Services and Buyer shall pay any and all use, sales, privilege, income tax or other taxes or license fees or assessments imposed by foreign, federal, state or local governments.

  1. Shipment Terms:

Unless otherwise expressly provided in the Order, all shipments are Ex-Works, St-Jacques, Quebec, Canada (Incoterms 2020), and all storage, shipping, insurance, special packing or crating, and other incidental costs with respect to the Goods shall be for the account of or paid directly by Buyer.

  1. Shipment Date:

"Any shipment date for the Goods acknowledged by IMPACK is a desired and not promised date. IMPACK will make all reasonable efforts to meet the shipment schedule set in the Order but shall not be liable for failure to do so.

Acknowledged shipment dates are conditional on IMPACK receiving all required payments and technical and commercial information promptly in accordance with the terms set out in the Order. IMPACK shall not be liable for any damage to or loss of the Goods or any delay in or failure to ship, deliver, service, repair or replace the Goods arising from shortage of raw materials, failure of suppliers to make timely delivery, failure of suppliers of Buyer-specified components to make timely delivery and provide timely technical assistance, labor disputes of any kind, fire, windstorm, flood, theft, war, embargoes, governmental acts or rulings, loss or damage or delays in carriage, acts of God, or any other circumstances beyond IMPACK’s control."

  1. Installation:

Unless otherwise expressly provided in the Order, the Goods are sold for installation and interconnection by Buyer; Buyer will supply all necessary labor, material, and permits to properly install the Goods in accordance with IMPACK's specific instructions; and IMPACK will not be responsible for moving any machinery, for pipe fitting, electrical work, or any other labor. IMPACK recommends that it or one of its authorized representatives supervise Buyer's installation and start-up of the Goods. If Buyer requests IMPACK's supervision of the installation and start-up, Buyer shall promptly pay IMPACK for such services at IMPACK's then current rates. If Buyer installs and starts up the Goods without IMPACK's supervision, Buyer shall have the sole responsibility for all installation procedures. Compliance with any and all local, state and federal requirements is the responsibility of Buyer.

  1. Warranties:

"During the warranty period, IMPACK will repair or replace at its plant in St Jacques, Quebec, Canada, any part of the Goods, which part has been manufactured by IMPACK, and which IMPACK determines to have failed because of defective design, material or workmanship under normal use and service. IMPACK shall have no warranty or other liability for any part not manufactured by it, but agrees to cooperate with Buyer in obtaining an assignment of IMPACK's warranty rights against the manufacturer. Prior to repair or replacement, IMPACK shall have the right to examine the part at its option either at Buyer's plant or at IMPACK's plant in St Jacques, Quebec, Canada. For this warranty to apply, Buyer must give IMPACK written notice of any warranted defect within fifteen (15) days after discovery and, in any event, not later than the date on which this warranty expires or Buyer will be barred from any remedy. Upon IMPACK's written authorization, the Goods must be shipped to IMPACK freight prepaid within a reasonable time thereafter. This warranty shall not apply to any of the Goods or parts thereof repaired or altered by anyone but IMPACK or its authorized representatives, operated or installed contrary to instructions, subjected to misuse, negligence or accident, or to the first service visit by IMPACK in the event that the Buyer elects not to use IMPACK's supervision during installation of the Goods; provided, that IMPACK shall not be obligated to make any service visits to Buyer's plant. This warranty is not assignable and expires upon the earlier of Buyer's transfer, sale or other disposition of the Goods, or one (1) year from the date of shipment of the Goods by IMPACK to Buyer. IMPACK's liability under this warranty shall be limited to repairing or replacing warranted Goods or, if such Goods cannot be repaired or replaced by IMPACK, to the return of the purchase price paid for the defective or nonconforming warranted Goods; provided, that Buyer shall first return to IMPACK those goods for which a refund of the purchase price is to be made.

THE WARRANTIES PRINTED ABOVE ARE THE ONLY WARRANTIES APPLICABLE TO THE AGREEMENT OR THE GOODS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED."

  1. Limitation of Liability:

IMPACK SHALL NOT BE LIABLE, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE, OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR COSTS OF REMOVAL OR SHIPMENT. UNDER NO CIRCUMSTANCES SHALL IMPACK'S LIABILITY OR BUYER'S REMEDY FOR DAMAGES AGAINST IMPACK EXCEED THE AMOUNT OF THE PURCHASE PRICE OF GOODS SOLD FOR WHICH OR RELATING TO WHICH CLAIM IS MADE. IN THE EVENT THAT IMPACK'S WARRANTY, IF ANY, OR ANY OTHER OBLIGATION OF IMPACK APPLICABLE TO THE GOODS FAILS OF ITS ESSENTIAL PURPOSE, BUYER'S EXCLUSIVE REMEDY SHALL BE LIMITED TO RETURN OF OR CREDIT FOR SO MUCH OF THE PURCHASE PRICE AS IS APPLICABLE TO THE GOODS WHICH ARE NONCONFORMING OR DEFECTIVE, PROVIDED SUCH GOODS ARE RETURNED TO IMPACK. THE PRICE STATED FOR THE GOODS IS BASED UPON AND IN CONSIDERATION FOR LIMITING IMPACK'S LIABILITY. NO ACTION ARISING OUT OF THE AGREEMENT OR PERTAINING TO THE GOODS MAY BE BROUGHT BY BUYER MORE THAN FIFTEEN (15) MONTHS AFTER THE DATE OF SHIPMENT OF THE GOODS BY IMPACK TO BUYER. BUYER'S REMEDIES AS PROVIDED HEREIN ARE ITS SOLE AND EXCLUSIVE REMEDIES.

  1. Default and Remedies:

If Buyer fails or refuses to accept delivery of the Goods, fails to pay for the Goods when due or otherwise fails to perform in accordance with the Order, all amounts owing to IMPACK by Buyer under the Order and any other order or obligation shall at IMPACK’s option and without notice or demand become immediately due and payable and IMPACK shall have available to it any remedy allowed by law or equity, and may recover all damages suffered by IMPACK as a consequence from Buyer’s breach. Without limiting the foregoing, IMPACK shall have the right in the event of a breach or default to retain the cash deposited or paid to it by Buyer and the Goods accepted by it on account of the sale price, if any, and apply the same toward payment of its damages. If Goods ordered have been delivered to Buyer by IMPACK at the time of default or breach, IMPACK may repossess the products as allowed by law. Any payment not received by IMPACK within ten (10) days after its due date shall bear interest at the rate of two percent (2%) per month from its due date until paid. In the event that IMPACK resorts to an attorney to collect amounts due under the Agreement, for the Goods, and/or for IMPACK’s damages, Buyer shall pay IMPACK its costs and expenses incurred to effect collection, including without limitation all attorney’s and paralegal fees and all court costs and out-of-pocket disbursements.

  1. Security Interest:

IMPACK retains a purchase money security interest in all Goods not paid for in full, notwithstanding that the Goods have been delivered to Buyer, and Buyer shall execute and deliver to IMPACK upon request, financing statements describing the Goods, and other documents which may be requested by IMPACK to evidence its security interest.

  1. Breach of Contract:

Breach of contract by either party shall have no effect upon the provisions governing the risk of loss of the Goods. Section 2-510 of the Uniform Commercial Code shall have no effect on the Agreement and unless otherwise expressly provided in the Agreement, Buyer shall remain obligated for all risk of loss to the Goods until their proper return to IMPACK pursuant to paragraph 12 of these Conditions of Sale.

  1. Governing Law; Consent to Jurisdiction and Venue:

The Order is made in and it and all matters pertaining to the Goods shall be governed by the laws of the Province of Quebec, Canada. Buyer irrevocably consents to the jurisdiction of any court located in district of Montreal, Quebec, Canada. The Courts located in Montreal, Quebec shall have exclusive jurisdiction over all controversies arising out of or in connection with the Order or the Goods. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement or the Goods.

  1. Invalid Term:

The invalidity of any term contained in the Order shall not affect any other of its terms.

  1. Non-waiver:

IMPACK's failure to enforce or declare a default or breach with respect to any particular term or condition of the Order shall not be considered a waiver of IMPACK's right to enforce or declare a default or breach with respect to any other term or condition or, on a subsequent occasion, with respect to that particular term or condition or, on a subsequent occasion, with respect to that particular term or condition.

  1. Alteration of Terms and Parol Evidence:

"The terms and conditions of the Order are in each instance intended by the parties as a final expression and a complete and exclusive statement of the agreement of the parties respecting Buyer’s purchase of the Goods from IMPACK. None of the terms and conditions contained in the Order may be modified except by a written instrument signed by an authorized officer of IMPACK and delivered by IMPACK to Buyer. In the event that the English text of these Conditions of Sale are translated into another language text, the English text will take precedence in any discrepancies.

Within 30 days following shipment of the goods, IMPACK will furnish Buyer with a comprehensive spare parts manual. Buyer may, at its option, purchase all commercially available spare parts from any vendor of its choosing."

  1. Payment:

Standard terms of payment to customers with approved credit are: 40% With placement of order, 50% Prior to shipment, 10% On completion of installation and start-up or 30 days from delivery for Goods/Products shipped by IMPACK due immediately upon receipt of invoice for equipment and upon receipt of invoice for accessories, parts, labor and service unless other terms are expressly provided in the Order. Interest will be charged at the rate of two percent (2%) per month on delinquent accounts.

  1. Errors:

Stenographic and/or clerical errors in IMPACK’s Order are subject to correction by IMPACK without liability.