GENERAL TERMS AND CONDITIONS OF SALE - E-COMMERCE
These are the General Terms and Conditions of Sale (hereinafter “GT&CS”) between GMH IDC Inc., a corporation incorporated under the laws of the Province of Quebec, having its head office at 630 René-Lévesque Blvd. West, Suite 2800, Montreal (Quebec), H3B 1S6 (hereinafter the “Corporation”), and the professional client (hereinafter the “Client”) purchasing Products and Services developed and/or sold by the Corporation on this Site.
The Corporation is the owner and editor of the Website www.gmh-idc.com (hereinafter the “Site”). The Site is hosted by OVH, located at 2 rue Kellermann - 59100 Roubaix – France, reachable at +33 9 72 10 10 07. The managing editor of the Site is firstname.lastname@example.org.
1. PURPOSE. Any order placed on this Site requires the unconditional acceptance of these GT&CS. The GT&CS are intended to define the right, duties and obligations of Clients upon purchase of a Product and/or Service sold by the Corporation on this Site. The GT&CS may be amended at any time by the Corporation; however, the version of the GT&CS applicable to the Client shall remain that in effect upon placing the order on the Site. The Client acknowledges that the Products and Services sold by the Corporation are aimed at professionals, which the Client expressly accepts. Any Client acting for purposes that do not fall within its business, industrial, craft, liberal or agricultural activity acknowledges that it is not entitled to place orders on the Site.
“Intellectual Property Rights” shall mean all copyright, industrial property rights, trademarks, patents, industrial designs, domain names, software rights, source codes, rights of database producers and all other intellectual property rights, whether registered or not, including rights in connection with applications for any intellectual property rights.
“Products” shall mean the physical Products and software sold by the Corporation, or in respect of which the Corporation shall grant licenses, to professionals and available for sale on the Site.
“Services” shall mean the Services sold by the Corporation, including the installation, integration, or maintenance services that may be associated with the Products.
“Specifications” shall mean the specifications as well as the technical, operational and functional features, standards and prerequisites with which the Client must comply, as described in further detail in the documents provided along with sale of the Products and/or Services.
3. CLIENT ACCOUNT. In order to place an order on the Site, the Client must have previously opened an account by providing a certain number of items of compulsory personal information (surname, first or given name, E-mail address, birth date, address for delivery). In the event the Client should supply false, inaccurate, obsolete or incomplete registration information, the Corporation shall be entitled to temporarily suspend or to permanently delete the Client’s account and to deny the latter, forthwith and/or in the future, access to any and all parts of the Site. The Client shall be responsible for maintaining the confidentiality of its identifiers and passwords associated with the creation of its account on the Site. The Corporation shall not be liable for any loss or damage resulting from the negligence of the Client in protecting its connection identifiers and/or personal information linked to its account.
4. ORDER. After having opened an account on the Site, the Client may place orders for Products and/or Services available for sale on the Site. The Client shall select the Products and/or Services it wishes to purchase, and may access the order summary at any time. The Client shall proceed to the final validation of its order after having validated or amended its address for delivery, means of delivery and method of payment and by checking the validation box of the GT&CS to this effect. The Client may then proceed to payment after clicking on the payment icon, which shall result in a payment obligation. The sales agreement shall only come into effect upon validation of the order by the Corporation.
5. PRICE AND PAYMENT. The applicable prices are set out on the Site and in the fact sheets related to the Products and Services. As the case may be, it may happen that the specificity of an order shall prevent the Corporation from providing pricing in advance. The Corporation retains the right to amend the prices of its Products and/or Services at any time. However, it undertakes to invoice the Products and/or Services ordered at the prices set out in the order confirmation E-mail. The settlement of orders shall be effected by bank card, check or transfer of funds. The Client warrants to the Corporation that it is duly authorized to use the method of payment selected upon placing the order. The Corporation reserves the right to suspend the fulfilment of any order, regardless of its nature or extent of fulfilment, in the event of a default in payment or of partial payment of any amount due by the Client to the Corporation, in case of a payment event or of fraud or a fraudulent attempt to use the Site or to pay an order.
6. DELIVERY. Orders shall be processed and delivered as soon as practicable; however, delivery dates and times shall be provided on a strictly tentative basis. Should the delivery deadlines be exceeded, the Client shall not be entitled to refuse delivery of the Products, to cancel an order, to an adjustment or reduction in price, or to claim any compensation or penalties for late delivery.
7. TRANSFER OF RISK AND CAVEATS. The Products shall be transported at the Client’s risk. In the event the Products should be damaged or lost or should go missing in transit, it shall be incumbent upon the Client to provide in the documents governing carriage clear, precise and complete caveats and to confirm the same by way of registered letter to the attention of the carrier and to the Corporation within three days, excluding holidays, following receipt of the Products. Following verification, the Corporation shall determine what action shall be taken as a result of said caveats. Beyond the above-mentioned time limit and failing compliance with these requirements, no claim shall be entertained. Furthermore, the Client may not refuse to proceed to settlement of the invoice respecting the Products if the carriage documents have been duly executed and no caveats have been issued pursuant to this clause.
9. RETURNS. No return of any Products shall be accepted without the prior written authorization of the Corporation. Products which have been accepted for return shall be returned at the risk and expense of the Client in their original wrapping and packaging and show no signs of wear and tear or use.
10. RESERVATION OF TITLE. All Products are sold with reservation of title by, and therefore remain the property of, the Corporation until the actual payment of the entire price. The Client shall not be entitled to pledge or to assign by way of security any Products that are subject to this reservation of title. The Client shall be required to notify the Corporation forthwith of any interference with its property, for instance in the event of a seizure or attachment of the Products.
11. LIABILITY. Under no circumstances shall the Corporation be held liable for any indirect damages and (i) any loss of profits, of clients or of business, (ii) any commercial harm or problem, (iii) any loss or corruption of, or inaccuracy in, data or (iv) damage to reputation. Should the Corporation be held liable, it is agreed that the amount of any damages it shall be ordered to pay, in respect of any and all damages and harm suffered, shall be expressly limited to the amounts collected by the Corporation pursuant to the purchase order relating to the liability-causing event.
12. FORCE MAJEURE. Neither of the parties shall be liable for the non-performance of its contractual duties and obligations (except for its payment obligations) as a result of the occurrence of an event of force majeure. Events of force majeure shall include strikes, supply shortages, fires, earthquakes, floods, wars, acts of terrorism or any other occurrence that is unforeseeable, unavoidable and external.
13. INTELLECTUAL PROPERTY. The Corporation shall retain ownership of all Intellectual Property Rights in connection with the Products and Services, including, in particular, software, programs, databases, data, plans, specifications, documentation, reports, know-how, methods and methodologies, devised or developed by the Corporation, alone or jointly with others. To the extent that the above-mentioned Intellectual Property Rights shall be incorporated in the Products and/or Services sold, devised or developed pursuant to the agreement entered into with the Client, or in respect of which user licenses are granted, the Corporation grants unto the Client, subject to payment in full of the Products and of any related royalties, a worldwide license to use said Intellectual Property Rights strictly for the purpose of using the Products, for its own internal purposes, and only for the duration of the agreement. Said license shall not be construed as conferring upon the Client any rights other than those referred to above. The Corporation shall remain the exclusive owner of all trademarks, photographs and logos and of any other material reproduced on the Site that belong to it and which cannot be used by the Client or any user of the Site without the prior written consent of the Corporation. Any extraction, reproduction, duplication, representation, adaptation, modification, alteration, translation, transformation, distribution, incorporation in any other material, decompilation, commercial or other exploitation of all or part of the components of the Site, as well as of the data and databases that may be collected and processed by the Site, is strictly prohibited.
14. PERSONAL INFORMATION. Pursuant hereto, “personal information” shall mean any information with respect to a natural person and enabling the identification thereof. The Client acknowledges and agrees that the Corporation, in the performance of the Agreement, shall collect, use and disclose personal information relating to the Client for the purposes of the performance of the Agreement, specifically in order to process and fulfil the order(s) placed by the Client on the Site and for all other purposes that may be required or authorized by law. The Corporation undertakes to maintain the confidentiality of said personal information in accordance with the Act Respecting the Protection of Personal Information in the Private Sector, the Civil Code of Québec, and, to the extent that it is applicable, the Personal Information Protection and Electronic Documents Act.
Should the Client have any questions with respect to the management of its personal information or wish to access or update the personal information held by the Corporation, the Client may contact the Corporation.
15. CUSTOMER SERVICE. In respect of any request for information, clarification or claim, the Client may contact the Corporation so as to enable the latter to attempt to resolve the issue. The Corporation’s Customer Service Department can be reached from Monday to Friday, from 9 a.m. to 6 p.m., using the following contact information:
Telephone : +1 514 375 3243
E-mail : email@example.com
16. GENERAL PROVISIONS.
16.1 Assignment. This Agreement is entered into with the Client in its personal capacity and can, therefore, not be assigned, whether for consideration or not, in favor of a third party without the prior written consent of the Corporation. Any assignment or transfer effected in breach of the above provisions shall be null and void. The Corporation reserves the right to subcontract and/or assign any or all of its rights, duties and obligations pursuant to the Agreement to a third party.
16.2 No Waiver. The failure of either party to act upon any default on the part of the other party in any of its duties and obligations pursuant to the Agreement shall not be construed as being a waiver of the duty or obligation in question.
16.3 GT&CS deemed to be partially void. Should any or several of the provisions of these GT&CS be deemed or held to be illegal or unenforceable pursuant to a statute, to any regulations or to the final decision of a court of law, they shall be deemed to be null and void and the remainder of the provisions shall remain in full force and effect.
16.4 Headings. The headers of the various clauses herein shall only be indicative in nature and shall not be used in order to construe the contents of the provisions relating thereto.
16.5 Independent Parties. Each of the parties is entering into this Agreement as an independent contractor and not in the capacity of agent or partner of the other party. Neither of the parties shall hold itself out to third parties as having the authority to represent the other party.
16.6 Governing Law and Jurisdiction. These GT&CS and the agreement resulting from the acceptance of these GT&CS are subject to the laws of the Province of Québec and to the laws of Canada applicable therein. In the event of a dispute between the Parties arising from the validity, interpretation, construction or performance of these GT&CS and failing any amicable agreement between said parties, exclusive jurisdiction shall reside with the courts in the judicial district of Montreal, regardless of the number of defendants involved or of the joinder of any third parties, even in the event of emergency proceedings or of the introduction of protective measures.