Zone Technologie Électronique Inc. specializes in the design, distribution, and installation of
innovative products and cutting-edge technologies for emergency and service vehicles.
General: any order received orally or in writing from a client (“Client”) for products and equipment
(“Products”) and/or Services (“Services”) from Zone Technologie Inc. (“Zone”) is governed by the
general terms and conditions of sale hereinunder.
1. Effect of these terms and conditions
The Products sold and the Services provided by Zone (the “Seller”) to a Client are subject to the
terms and conditions described herein. These terms and conditions apply despite any additional
or contradictory provisions that may be set forth in a purchase order or document issued by the
Client, even when signed by a representative of the Seller. None of the terms and conditions
herein can be modified or waived without the written consent of an authorized representative of
the Seller. The Seller’s acceptance of a purchase order or their failure to object to any additional
or contradictory provision in a purchase order or any document issued by the Client will not be
considered an acceptance of such provision or a waiver of the terms and conditions herein. The
Client is deemed to have accepted the terms and conditions set forth herein when it has
submitted a purchase order to the Seller.
2. Quote and prices
Information about prices, budget proposals, quotes, and any other similar documentation
provided by the Seller to the Client will only constitute an invitation to place an order and will not
constitute a sales offer. Transactions will no be deemed to be completed until the Seller has
accepted the Client’s purchase order. However, the Seller reserves the to reject a purchase order,
or any part thereof, for any reason whatsoever. Any portion of an accepted order that is not
shipped or fulfilled due to a lack of inventory or due to superior force (as defined hereinunder)
will nevertheless be recognized as an accepted order and will be delivered as soon as possible.
However, if Zone notifies the Client that said portion cannot be delivered at a later date, that
portion of the accepted order will be cancelled, and Zone will not incur or assume any liabilities
to the Client as a result.
Unless otherwise expressly agreed to by the Seller in writing, prices are subject to change without
prior notice and the Products and Services will be billed at the prices in effect at the date of
delivery. Products in stock are subject to availability at the time the order is accepted. Moreover,
and without limiting the foregoing, the Seller expressly reserves the right to change the prices if
the quantities change or if market conditions warrant such a change.
3. Payment
Subject to credit approval, which is at the discretion of the Seller, payment for amounts due must
be paid within thirty (30) days of the date on the invoice unless otherwise expressly agreed to by
the Seller in writing. Notwithstanding the foregoing, the Seller may, at its sole discretion, require
payment in full before delivering Products or providing Services. Outstanding balances not paid
by the payment deadline will be subject to a 2% late fee or the maximum lawful rate (whichever
is lower) for every period of 30 days, or the number of days in the specified period. The Client
must reimburse the Seller for any expenses incurred by the Seller to recover any sums owed by
the Client, including but not limited to legal fees, statutory interest, lawyer fees, and debt collector
fees. In addition to other rights and remedies, the Seller reserves the right, at its sole discretion,
to either: (a) withhold the delivery of Products or performance of Services, (b) impose or amend
any credit limits on the Client’s purchases, or (c) cancel the purchase order if the Seller believes
the Client will not be able to pay for the order.
4. Taxes and shipping costs
The Client must pay all taxes, duties, and other charges imposed by any government agency with
respect to these terms and conditions. These taxes, duties, and other charges are not included in
the price of the Products and Services and will be added to any amount due by the Client. The
Client declares itself liable and will indemnify the Seller for any additional taxes or penalties
required by the tax authorities, as well as for any legal costs incurred by the Seller that is a result
of the Client providing incorrect tax information.
The Client’s accepted order must include the shipping instructions in full. The Client will be
responsible for paying all the costs, transportation charges, duties, and other charges in
connection with the shipment, transportation, insurance, and import of the Products. The Client
will reimburse Zone for any of these amounts that Zone pays.
5. Cancellations
The Client may not cancel a purchase order that has been accepted by the Seller without the
Seller’s prior written consent. In addition, the Client agrees to indemnify the Seller for any loss
resulting from a cancellation and to reimburse the Seller for any expenses and costs incurred by
the cancellation, including the cost of restocking.
6. Returns
The Client must obtain the Seller’s written authorization before returning a Product. Returns must
be made within 30 days of this authorization. The Client must also present proof of purchase such
as a bill or a receipt. The Product must be new, in resalable condition, and in its original packaging.
Returned Products must be associated with a return authorization number. The Client will receive
an amount of credit corresponding to the purchase price of the returned Products, minus the cost
incurred to return the Product and other fees. Special Products and custom Products cannot be
returned.
7. Discrepancies between the purchase order and Products delivered
The Client must notify the Seller of any discrepancy between the Product and the order within
two business days. In the event the Product in question is no longer in inventory, the Seller will
provide the Client with alternatives for consideration.
Requests to modify an order must be made in writing and may entail additional costs and delays.
If the request entails additional costs, the Seller will send the Client a new detailed quote with the
modifications. This quote must be accepted in writing before the Seller can proceed with the
modification. If vehicle installations or Products do not meet the Client’s expectations, despite
being as described in the quote, modifications to the vehicle and Products (the Product,
development, and time needed) will be charged to the Client.
8. Ownership and risk of loss
Shipments will be made from shipment point unless otherwise expressly agreed to by the Seller
in writing. The risk of loss is transferred to the Client at the point of shipment. The Client agrees
to defend the Client from any claims, suits, and/or demands relating to the Products while the
Client bears the risk of loss. The Client agrees to indemnify the Client for any losses pertaining to
such claims, suits, and/or demands.
9. Delivery, shipment, installation
Delivery, shipment, and installation dates provided are for information purposes only and are not
guaranteed. However, the Seller will make reasonable commercial efforts to meet the estimated
delivery, shipment, or service dates. The Seller will not be responsible for delays in delivery,
shipment, or service on its part. The Client must accept partial or pro rata deliveries, shipments,
or services and will not hold the Seller liable in the event it is unable to execute the order in
full. Late penalties cannot be applied.
The vehicles in which Zone carries out installations must be empty, and the spaces installers need
access to for the purposes of carrying out installations must be clear. Vehicles that need to be
modified must be in good general condition before the installation begins. Failing this, Zone
reserves the right to increase the costs in accordance with the installation time.
10. Transportation charges
The Client will be liable for all transportation charges and related expenses unless otherwise
expressly agreed to by the Seller in writing. If the Seller agrees to bear the costs of transportation,
it reserves the right to choose the carrier. However, the Client will be responsible for unloading
the goods once they reach their destination. The Seller is no longer responsible for the Products
when the transportation company receives them in good condition. The Client must inspect the
Product, or vehicle, for damage that has occurred in transit once it receives the Product or vehicle.
In the event of damage, the Client must immediately submit a claim to the carrier with supporting
evidence.
11. Wires and cables
Unless otherwise stipulated in writing by the Seller, Products with wires and cables must be
subject to standard manufacturing tolerances of +/- 10%. Quantities within the tolerance range
will be shipped/billed accordingly and the Client will be deemed to have accepted the tolerance
limit when accepting the wires and cables from the Seller. Zone will not be liable for damage (e.g.
fire) caused by Products with wires and cables.
12. Status of the Seller
The Client acknowledges and agrees that the Seller is a manufacturer, assembler, installer, and
distributor of the Products developed by Zone or third parties. Third-party manufacturers or
suppliers of the Products the Seller provides the Client do not act as subcontractors, agents,
representatives, or employees of the Seller and may not be considered as such. The Seller
expressly rejects any liability with respect to the design, production, or manufacturing of thirdparty
Products. The Seller expressly rejects any liability that may fall to the designers,
manufacturers, and suppliers of the products sold by the Seller.
13. Third party agreements
The Seller will not be bound by the provisions of any contract or agreement that may exist
between the Client and a third party to which the Seller is not directly party to.
14. Limited representations and warranties Products and Services
Except for the warranties of title above, the Seller makes no representations or warranties
regarding any of the Products it sells or Services it renders and offers no indemnities (regarding
intellectual property or otherwise) and, to the extent permitted by law, makes no warranties or
conditions, express or implied, statutory or otherwise, including but not limited to the
merchantability, suitability for particular purposes, non-infringement, or arising by usage of trade
or from the normal conduct of business. Any documentation, recommendation, or assistance
provided by the Seller with regards to the Products, their use, design, application, operation, or
otherwise, is for the Client and will not be construed as representations, conditions, or warranties
of any kind, express or implied, and must be accepted by Client at its own risk and without
incurring any obligation or liability on the Seller’s part. The Seller will not be liable for any
information or documentation provided by the Client or any third party, nor for any installation
performed by the Client or third party, or otherwise. It is up to the Client to determine the quantity
of Products or Services supplied by the Seller. The Client must approve the quote or proposal or
any other documentation submitted by the Seller for the production of vehicle fittings or other
Services and/or parts. The Client is responsible for verifying that the quote, proposal, or
documentation corresponds to its needs and to the use it intends to make of the vehicle or
Products. Once the Client’s approval has been obtained, the Seller will no longer be liable for any
errors or omissions in the design of a vehicle fitting, Product, or Service.
The installation times listed in the quote cannot be guaranteed if unforeseen circumstances
beyond Zone’s control arise (for example, if the vehicle manufacturer and/or the Client have made
changes to the vehicle’s computer program or electronic components or to the bodywork
following a model year change).
The Client’s sole remedy against the Seller is limited to the repair or replacement of the Product
or Service subject to the claim, or its reimbursement at purchase price. In this regard, the Seller
will not be liable for the dismantling, removal, installation, reinstallation, or labour costs
associated with the repair or replacement in question, or any resulting indirect damage.
Zone warrants that the Products sold will be free from defects and will comply with the
specifications set forth in the order that has been accepted. (“Limited Warranty”). This warranty
replaces all other warranties, express or implied. Zone makes no warranties, express or implied,
including any warranty of merchantability or suitability for a particular purpose, or conformity
with a sample. Products sold, but not manufactured, by Zone are not subject to the warranties of
Zone. They are however sold with the same warranty Zone received from the third-party
manufacturer. There are no warranties that extend beyond those stated herein. Zone offers a
two-year warranty on the products it has manufactured and a one-year warranty on labour.
Acceptance of inherent risks:
By purchasing products and services, the Client acknowledges and accepts the risks inherent to
the installation and use of third-party products and products manufactured by Zone, including,
but not limited to, the fact that the Product may move due to driving and/or vehicle use. Zone
assumes no responsibility and offers no warranty for any damage caused to a vehicle that has
been modified or on which the product has been installed.
15. Limitation of liability
The Client acknowledges and agrees that it may not hold the Seller liable for (a) special,
consequential, exemplary, punitive, direct, indirect, or incidental damages; (b) loss of profits,
opportunity, clients, or business revenue, failure to realize expected savings, loss of use, or loss
of time; or (c) any claim against the Client by a third party; due to a contract, negligence,
extracontractual obligations, or otherwise arising out of the performance, failure to perform, or
delay in performance of its obligations herein, regardless of whether the Seller has been advised
of the possibility of such damages. The Client may not hold Zone liable if the Client is injured while
using a Product or a modified vehicle sold by Zone.
Furthermore, the Client expressly accepts that the Seller’s total liability will not exceed the value
of the Product or Service in question.
16. Audits/confidentiality
The Client will not be entitled to audit any books or registers of the Seller in relation to the
provision of Products sold or Services rendered by the Seller to the Client. Furthermore,
notwithstanding any provision to the contrary, the Seller is under no obligation to provide the
Client or any of its affiliates or agents with any registers (complete or partial) containing
confidential information about the Seller, its clients, employees, manufacturers, and/or
suppliers.
17. Superior force
The Seller will not be held liable for delays or non-performance of its obligations under this
purchase order due to superior force. “Superior force” has the meaning given to it under
paragraph 2 of section 1470 of the Civil Code of Québec and includes, but is not limited to, the
availability and marketing of the Products and Services that depend on the suppliers and
manufacturers that supplies that Seller. Consequently, any delay or shortage of Products, or any
other impact on the Seller’s obligations, which may arise due to current or future disruptions in
the supply chain, resulting from COVID-19, a pandemic, epidemic, or any other event of superior
force.
The Seller will therefore not be held liable for any delay or shortage of Products, or for its inability
to fulfill its obligations, which may occur as a result of an event of superior force. By submitting a
purchase order to the Seller, the Client undertakes to accept any partial or late delivery, shipment,
or installation by the Seller and to release the Seller from any liability that may result.
18. Governing law and jurisdiction
The validity, interpretation, and performance of these terms and conditions and any purchase
order issued by the Client will be governed by and construed in accordance with the laws of the
Province of Québec, and the laws of Canada applicable therein without regard to conflicts of law
principles. The Seller and Client hereby submit to the exclusive jurisdiction of the Courts of the
Province of Québec in the judicial district of Longueuil.
19. Anti-corruption
The Client represents and warrants to the Seller that it will comply with all applicable laws, rules,
ordinances, and regulations, including but not limited to those relating to corruption,
competition, and exports.
20. Export controls
The Client represents and warrants that it will comply with all applicable laws and regulations,
including trade, economic, or financial restrictions or trade embargoes and any amendments
thereto (collectively, the “Laws”) imposed by applicable governmental authorities, including,
where applicable, Canada, the United States, and the European Union.The Seller will not be liable
for any breach to these Laws and the Client agrees to indemnify and release the Seller from
liability. Except as otherwise permitted by law, the Client must not not transship, re-export, or
otherwise divert any goods acquired from the Seller. If applicable, the Client undertakes to
provide to the Seller, in a timely manner, all the information and documentation necessary for
export, shipment, and import. The Seller will not be liable, and the Client undertakes to not hold
the Seller liable and to indemnify the Seller, for any delay or other loss arising from inaccurate
information or documents provided by the Client as well as any failure by the Client to file in a
timely manner any import and export review, or other process related to the issue of permits. To
the extent permitted by law, the Client must, as soon as it has knowledge thereof, declare to the
Seller the details of any claim, action, suit, proceeding, or investigation concerning the Client with
respect to the laws raised by any law enforcement officer. If the Seller, acting in good faith, has
grounds to believe that Client has violated, or is under investigation for violating, any laws, or if
the Client is listed on a sanctions list, the Seller has the right to terminate its relationship and/or
any contract with the Client without incurring any liability.
21. Intellectual property (R&D)
Fittings and Products mocked up and designed for the Client’s needs according to the
specifications will be mocked up before production. The plans (mock-ups) and their content are
the property of Zone and may not be reproduced or distributed without the prior written
authorization of Zone.
22. No right to compensation
Each purchase order that has been accepted constitutes a separate contract and the Client may
not defer payment of an invoice or set it off, in whole or in part, against any sums which the Client
declares it is owed by Zone for other purchase orders that have been accepted, invoices, or for
any other reason whatsoever.
