Geo-Mines Standard Terms and Conditions of Sale

  1. Acceptance
    The buyer acknowledges and agrees that these Geo-Mines Standard Terms and Conditions of Sale (the “Standard Terms”) are part of every purchase order or agreement for goods and/or services provided by Geo-Mines. These terms apply regardless of how the agreement is made (written, electronic, or otherwise) and override any conflicting or additional terms in purchase orders, acknowledgments, or similar documents.
  2. Payment
    (a) Unless otherwise agreed in writing, payment is due within 30 days from the date of Geo-Mines’ invoice, with no early payment discount. Geo-Mines reserves the right to adjust or suspend credit terms at its sole discretion if the buyer’s financial situation requires it. Buyers may not offset payments owed to Geo-Mines against any claims or expenses under any circumstances.

(b) Late payments will incur interest at the prime rate (as published in the La Presse Journal) plus 2%, calculated from the default date until full payment is received. Geo-Mines may allocate partial payments as it deems appropriate.

(c) If payment is overdue under any agreement, Geo-Mines may:
(i) suspend or cancel the delivery of goods or services for any other agreement with the buyer,
(ii) reallocate goods or components to fulfill other orders, and/or
(iii) refuse new orders or agreements with the buyer.

(d) Geo-Mines retains a purchase money security interest in the goods until full payment is made. In case of default, Geo-Mines has the rights of a secured creditor under the applicable law. The buyer agrees to sign any documents necessary to protect Geo-Mines’ security interest.

  1. Taxes and Other Charges: Any taxes, sales tax, duties, fees, or other charges imposed by the government on the transaction between Geo-Mines and the Purchaser must be paid by the Purchaser, in addition to the quoted price. If Geo-Mines must pay any of these charges, the Purchaser must reimburse Geo-Mines or provide an exemption certificate when the contract is submitted.
  2. Performance and Delivery: Goods will be shipped FOB Geo-Mines’ facility in Montreal, Quebec (Baie D’Urfé, Qc (Ex Works for international shipments) as per INCOTERMS 2000. Title transfers when goods are shipped. Geo-Mines will make reasonable efforts to ensure timely delivery, but the Purchaser is not entitled to damages for delays. Geo-Mines may deliver goods in installments. The Purchaser must pay for shipping insurance and handle claims with carriers for any loss or damage in transit. Any claims for shortages must be reported to Geo-Mines within seven days of receipt. Geo-Mines is not responsible for loss or damage caused during transit but will assist in filing claims with the carrier if notified immediately after receipt.
  3. Limited Warranty:
    (a) Consumables: Geo-Mines warrants consumable products for 3 months from shipment to be free from defects in materials and workmanship, and services will be performed professionally. For products bought through a third party distributor, the warranty starts on the purchase date by the end-user.
    (b) Mecanic Equipment: Geo-Mines warrants transmission equipment for 30 days from shipment to be free from defects in materials and workmanship.
    (c) General Terms: Geo-Mines’ warranty is limited to these terms, excluding other warranties like merchantability or fitness for a particular purpose. The Purchaser must contact Geo-Mines to request authorization to return defective goods and must return them at their expense. Geo-Mines will repair or replace defective goods at their cost, but the Purchaser is responsible for removal and installation costs. Geo-Mines is not liable for defects caused by misuse, neglect, or excessive conditions.
    (d) Sourced Goods: For parts not made by Geo-Mines, the warranty provided by the original manufacturer will apply.
  4. Indemnification: Both parties will protect each other from claims or losses caused by their own negligence or breach of contract.
  5. Limitation on Liability: Geo-Mines is not liable for indirect or consequential damages, and the total liability will not exceed the purchase value. Claims must be made within 30 days of the cause of action.
  6. Intellectual Property:
    (a) Marks: The Purchaser cannot use Geo-Mines’ name or trademarks without approval. The marks remain Geo-Mines’ property, and the Purchaser must stop using them if the contract ends.
    (b) Infringement: If the Purchaser becomes aware of any infringement of Geo-Mines’ intellectual property, they must notify Geo-Mines.
  7. Returns and Cancellations: Goods cannot be returned without written authorization from Geo-Mines. Returns may be subject to a 20% handling fee. Orders cannot be canceled without Geo-Mines’ consent, and cancellations may also incur a 20% handling fee.
  8. Force Majeure: Geo-Mines is not liable for delays caused by events outside their control, such as natural disasters or strikes.
  9. Severability: If any part of the contract violates the law, it will be considered separate and not affect the rest of the contract.
  10. Survival: Obligations that extend beyond the contract’s end will continue after termination.
  11. Waiver: A waiver of rights in one situation does not waive rights in other situations.
  12. Amendments: Changes to these terms must be in writing and signed by both parties.
  13. Governing Law: Unless stated otherwise, the contract will be governed by the laws of Quebec, Canada.