These general terms and conditions are effective 01/01/2017
Art. 1: Entering into the contract
Unless agreed by us in writing, the general terms and conditions below will govern all relationships between 9011-6229 Québec Inc., hereinafter referred to as DUO CANADA and the purchaser here in after referred to as the CLIENT, who declares it is aware of and agrees to said terms and conditions. In the case of incompatibility with the purchasing terms and conditions of a CLIENT, it is agreed that these general terms and conditions shall prevail over any particular document specific to the CLIENT unless DUO CANADA has given prior written approval of said documents.
The fact that DUO CANADA does not enforce, at any given time, one of these general terms and conditions cannot be interpreted as a waiver of the ability to enforce any other of said conditions at a later time. Any writing fixed in these rules can be sent by electronic means of communication unless there exists an express provision to the contrary.
Art. 2: Taking and modifying orders
a. All purchase orders are subject to approval by DUO CANADA, only upon delivering a written confirmation is DUO CANADA bound by the orders taken by its representatives or employees.
b. Any modification to or cancellation of an order, requested by the CLIENT, cannot be processed unless it is received in writing before the products enter production. For products in the “PANORAMIC” range which require the creation of a production document (also called a “guide”), any modification to said production document requested by the CLIENT will result in a modification to the order and will be invoiced at a flat rate of at least one hundred twenty (120) dollars. At the time of modification or cancellation, anything that has already been produced by DUO CANADA will be invoiced to the CLIENT by DUO CANADA.
Art. 3: Price
Our supplies are invoiced in accordance with the prices in effect on the day the contract is entered into in accordance with market changes. Prices given are net, excluding tax. All taxes, duties or other fees to be paid pursuant to Canadian law, or to the laws of an importing country, are the responsibility of the CLIENT.
Art. 4: Client’s Responsibility – Supplying Visuals
a. The CLIENT is solely responsible for the entire content and accuracy of the files sent to DUO CANADA for printing. Therefore, the CLIENT must ensure that it owns the rights to reproduce all the elements (photos, logos, images, character fonts, etc.) included in the files that it sends to DUO CANADA for printing. The CLIENT assumes full responsibility for damage caused to third parties by the use of elements protected by intellectual property rights, therefore the CLIENT undertakes to indemnify and hold harmless DUO CANADA for any claim or action emanating from said offence.
b. The CLIENT responsible for providing the files for printing recognizes and expressly declares that it is a graphic art professional, able to understand and apply the instructions given in DUO CANADA’s technical recommendations.
c. DUO CANADA could be required to carry out certain technical modifications that it deems necessary to the files provided by the CLIENT if the technical recommendations are not followed (formatting, deleting the mounting marks, bleeds, converting Pantone colours to CMYK, etc.), sent to the CLIENT by DUO CANADA, excluding any corrections by the author (“correction by the author” is understood to mean any modification to the composition) for which the CLIENT is required to provide DUO CANADA
with a new file.
d. The CLIENT acknowledges being notified that the colours printed on the visual will potentially be different from those that appear on a computer screen or a paper printer. An electronic proof (E-PROOF) is submitted to the CLIENT for each file to be printed (excluding bailout service orders, see Article 5): it is therefore the CLIENT’s responsibility to approve or modify the file
before the order is sent for production. Any error relating to the printed visual is the responsibility of the CLIENT and DUO CANADA cannot be held liable for errors relating to the file sent, including priority service orders at the request of the CLIENT, for which the E-PROOF is submitted to the CLIENT for information only.
Art. 5: Delivery times
a. The delivery time is sent to the CLIENT by DUO CANADA for each order, and depends on the solutions to order, the amounts and sizes. These times must be approved by the CLIENT at the start of the order. If the files specified in Article 4 of these general terms and conditions of sale are not provided by the CLIENT within the timeframes specified in point b. below and if the CLIENT does not wish to modify the dispatch date, an amendment to the order will be signed by the CLIENT and DUO CANADA.
b. For a standard or priority service order, the delivery time is calculated from when the electronic proof (E-PROOFS) for the entire order is approved by the CLIENT in writing. The delivery times for a priority service order are one (1) day less than the standard delivery times. For a bailout service order, the delivery times are calculated from the time when the CLIENT provides DUO CANADA with all the compliant files. The E-PROOFS will not be sent to the CLIENT. The delivery times for a bailout service order are two (2) or more days less than the standard delivery times.
c. The delivery times are given on an indicative basis only and are not guaranteed by DUO CANADA. The standard delivery times are available from DUO CANADA upon request. These delivery times are observed to the extent possible. Delays do not justify cancelling the order or the contract, and do not give rise to the payment of compensation.
Art. 6: Condition for delivery and claims
a. Delivery is carried out either by handing the product to the CLIENT directly, or by sending a written notification of availability, or by handing the product to a dispatcher or hauler at DUO CANADA’s premises (or warehouses), as defined in the special contractual conditions.
b. The goods are considered sold upon LEAVING the plant (ex-works). Even when sold WITH DELIVERY INCLUDED, the goods are transported at the CLIENT’s risks and perils. In the case of damaged or missing items, it is the responsibility of the CLIENT to make all the necessary observations and to confirm its reservations in writing to the transporter (by marking is as damaged before signing the delivery form) and to DUO CANADA within three (3) business days of receiving the goods. In the case of orders shipped on the CLIENT’s account or arranged by the CLIENT, the CLIENT is responsible for the loss of recourse against the hauler, and DUO CANADA will not, under any circumstances, compensate the CLIENT for damage resulting from transportation.
c. Claims involving the conformity of the goods will only be accepted in writing and within eight (8) business days of receiving the goods. After this period, the goods are considered to have been accepted without reservation by the CLIENT. It is CLIENT’s responsibility to provide all supporting documentation to prove the existence of the reported defects or anomalies. The CLIENT must give DUO CANADA every opportunity to observe these defects in order to correct them. The CLIENT will refrain from carrying out the corrections itself or having them carried out by a third party. In the case of a defect or error acknowledged by DUO CANADA, DUO CANADA’s liability will be limited to replacing the goods which are non-compliant with the order, excluding any other compensation, penalty or damages and interest.
d. We waive all liability in the case of force majeure (in particular, and not limited to, strikes, transportation disruptions, product shortages, natural disasters) and/or events caused by a third party that would hinder our operations or those of our suppliers.
Art. 7: Payment terms
a. Unless otherwise specified, goods are invoiced on the day of delivery. The date of delivery is taken to be the day when the goods leave the DUO CANADA premises.
b. Our payment terms are considered to have been accepted at the time of the order. Failure to comply with payment terms will result in the suspension of the processing and delivery of all current orders, changes in terms of future orders and blocking of the CLIENT account.
c. All first orders must be paid in full before the item leaves our warehouse. Afterwards, the CLIENT may apply to open an account. DUO CANADA reserves the right to deny the account request. DUO CANADA reserves the right to require a deposit before beginning production on large and/or custom orders.
d. Upon approval of the account request, the deadline for paying the amounts due will be limited to thirty (30) days from the date the invoice was issued. DUO CANADA reserves the right to request shorter payment deadline than the maximum deadlines.
For all orders above five thousand (5,000) dollars excl. tax (excluding transportation costs), an advance payment, equal to 50% of the total will be required upon placing the order. Payment of the balance will be subject to the usual payment terms granted to the CLIENT.
For any materials ordered in a special size or colour, an advance payment of 50% of the total will be required upon placing the order. Payment of the balance will be subject to the usual payment terms granted to the CLIENT. For all priority or bailout service orders, fees equal to twenty percent (20%) of the pre-tax total for the current order (excluding transportation costs) will be invoiced to the CLIENT. Orders whose pre-tax total are two hundred fifty (250) dollars or less will instead be charged a flat fee of fifty (50) dollars.
e. Any unpaid balance at the end of the period of thirty (30) days shall bear interest at the rate of 15% per annum to which will be added a flat-rate penalty of sixty (60) dollars to cover collection costs. In addition, if DUO CANADA has recourse to a lawyer to collect unpaid accounts, the CLIENT will owe a penalty equal to fifteen percent (15%) of the order in question on top of the amounts payable. If the CLIENT’s bank rejects the payment, DUO CANADA will invoice processing costs of twenty-five (25)
dollars excl. tax to the CLIENT. Only DUO CANADA’s finance department is able to make the decision to unblock a CLIENT account, subject to payment of all amounts due from the CLIENT to DUO CANADA. In addition, the payment terms granted to the CLIENT will automatically be changed to payment at the time of the order.
Art. 8: Resolutory clause
The contract will be rescinded by operation of law and without recourse to the Court if the CLIENT fails to perform any of the obligations placed upon it pursuant to the contract. Rescission will be complete seven (7) days after formal notice to perform is sent by DUO CANADA to the CLIENT. This notice must be sent in a registered letter with acknowledgment of receipt and will specify that rescission will occur if the obligations are not met within seven days of the notice being sent.
DUO CANADA may still waive this rescission by operation of law, and may take legal action to enforce the contract or for any other purpose. Rescission will affect not only the order in question but all previous unpaid orders, whether delivered, in the delivery process or awaiting delivery, and whether payment for these orders is due or not.
Art. 9: Retention of ownership
a. It is expressly agreed that DUO CANADA retains ownership of the goods supplied up until the last day of full payment, it being specified that for the purposes of this clause, only the actual payment drawn against checks and commercial instruments will be considered as payment. The provision of drafts or payment instruments that create an obligation to pay does not constitute payment. Notwithstanding the paragraph above, the burden of risk for the loss of or damage to the goods supplied by DUO CANADA will be transferred to the CLIENT on the day of delivery.
b. In cases of suspended payment in fact or in law, such as if the CLIENT fails to make, in full or in part, one single payment, the CLIENT is formally prohibited from continuing to use or sell the goods, which remain the exclusive property of DUO CANADA.
c. As soon as the CLIENT allows a payment to remain unpaid, in part or in full, DUO CANADA, without losing any of its rights, may request the return of all goods for which it has retained ownership, whether these are the goods relating to the current invoice or goods that are subject to other invoices as part of any of the CLIENT’s orders.
d. Payments from the CLIENT, however the CLIENT allocates the charge in due course and even if the amount of the payments matches one of the invoices exactly, will be applied on a priority basis, pursuant to this clause, to the DUO CANADA invoices for goods that have been used or resold.
e. If the goods, for which ownership has been retained, are resold with a price payable on a fixed date, the CLIENT shall assign and transfer to DUO CANADA the claim it holds over the sub-purchaser and be responsible for the costs of notification.
Art. 10: Supplier’s responsibility – Commercial warranty
a. The Supplier can only be held liable for physical damage caused directly by the Supplier, excluding any indirect and/or intangible damage, such as, notably and not limited to, operating losses, loss of credit, loss of image, and without a commitment that is joint and several or in solidum with third parties who contributed to the damage. In addition, the harm that would result for the CLIENT from direct physical damage for which DUO CANADA would be acknowledged as liable, can never be subject to compensation that is higher than the total of the invoice in question, even if said harm is higher.
b. Commercial warranty
In addition to the legal warranties, DUO CANADA offers the CLIENT commercial warranties as defined in the document “DUO CANADA Commercial Warranty” attached to these general terms and conditions of sale.
Art. 11: Requirement for guarantees or payment
Any downgrade of the CLIENT’s credit could justify a requirement for guarantees or for payment in cash before the orders received are processed.
Art. 12: Partial invalidity – Waiver
If any of the clauses in these general terms and conditions is null and void or unenforceable, the validity of the other clauses and the fact that they are enforceable shall not be affected or compromised in any way. The fact that DUO CANADA does not enforce at any given time one of the clauses in these General Terms and Conditions does not mean it waives the right to enforce these clauses at a later time.
Art. 13: Applicable law – Settlement of disputes – Jurisdiction
a. This contract is governed in accordance with the laws in effect in the province of Quebec. Any dispute relating to the interpretation or implementation of the contract shall be subject to the jurisdiction of the courts of competent jurisdiction of the district of Montreal.
b. For any dispute relating to the interpretation and/or performance of this contract, an amicable resolution must be sought in the first instance.
Art. 14: Language
The Parties hereto have expressly agreed that these General Terms and Conditions of Sale as well as all other documents relating thereto are drawn up only in English. Les parties ont expressément convenu que ces conditions générales de vente de même que tous les documents s’y rattachant sont rédigés en anglais seulement.