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Groupe PolyAlto Plastic Ingenuity

 

1. Definitions

1.1 As used below, “Seller” means Groupe Polyalto Inc, ”Product” means any product sold by Seller, and ”Buyer” means a party purchasing
any Product from Seller.

2. Applicable terms

2.1 All sales by Seller to Buyer, whether initiated by written purchase order, electronic means, telephone or any other method, will be
subject to the following:

2.1.1 If a formal agreement is then in effect between Buyer and Seller and applicable to such sale (a "Sales Agreement"), then any
term in the Sales Agreement that conflicts with these terms will apply, and these terms will otherwise apply.

2.1.2 If no Sales Agreement is in effect, these terms, and the Product description and quantity specified in Buyer's order as accepted
by Seller, will make up Buyer's complete contract with Seller.

2.2 In order to promote their safe and effective use, all Products are provided solely for use or consumption by Buyer, and any resale or
other transfer of any such Products by Buyer is prohibited and will constitute a material breach of these terms. These terms may be
modified only by the written agreement of Buyer and Seller. By purchasing Products from Seller, Buyer confirms its agreement with
these terms, and agrees that, even if Buyer sends Seller another form of agreement or terms, or modifications to these terms, and
Seller does not respond, these terms shall govern. The United Nations Convention on Contracts for the International Sale of Goods
will not apply to any sale of Products.

3. Prices

3.1 Prices are subject to change without further notice.

3.2 Product prices are determined by the applicable Sales Agreement, if any. In the absence of a Sales Agreement, prices are
determined by the Buyer’s confirmed order or, in the absence of a confirmed order, by the Seller’s list prices in effect at the time
of shipment.

3.3 If the Seller implements a general or industry-specific price adjustment for any Product, all orders for such Product that are
confirmed but not shipped as of the effective date of such adjustment shall be re-priced accordingly.

3.4 All modifications, revisions or additions to the above specifications will be at the Buyer’s expense and added to the price of
this quote.

4. Details

4.1 The information provided in the present document is based on information said to be reliable and trustworthy.

4.2 The Buyer agrees that the Seller will not have control over the design, testing or labelling of any product produced using this Product.

4.3 The Buyer has tested and investigated the Products enough to form an independent judgment concerning their suitability for the use,
conversion or processing intended by the Buyer and will not make any claim against the Seller based on the Seller’s advice,
statements, information, services or recommendations.

5. Packaging

5.1 It is the Buyer’s responsibility to specify the need for special packaging, including but not limited to, special-sized pallets, food 
packaging,and number of units per package. The Seller cannot be held responsible for the consequences that may arise from a
failure to do so.

6. Deposit on Orders

6.1 The Seller reserves the right to ask the Buyer for a deposit of 50% to 100% of the order value.

7. Delivery

7.1 All delivery times and dates are estimates.

7.2 All transportation costs are the responsibility of the Buyer.


7.3 All transportation costs incurred through the delivery of a Product by the Seller will be added to the purchase order. Transportation
costs vary according to the address and particularities of the destination as well as the dimensions and weight of the merchandise.

All Products must be inspected promptly upon delivery. Any damage, defect, or missing element must be immediately declared upon
reception of the Product. This declaration must be entered on the carrier’s delivery slip.

7.4.1 The damage claim must be communicated to the Seller’s customer service department within a maximum of 12 hours at
serviceclientele@polyalto.com.

7.4.2 Photos of the nonconforming Product and the carrier's delivery note must support the Buyer’s damage claim pertaining to
this Product.

7.4.3 Failure to comply with these terms may result in a return, exchange or credit refusal.

8. Incoterms

8.1 EXW: The Seller fulfills its obligation to deliver by making the Product available to the Buyer at the Seller’s premises.
The Seller is not required to load the Product on a collection vehicle.

8.2 DAP: The Seller fulfills its obligation to deliver when the Product is made available to the Buyer on the incoming means
of transport, ready to be unloaded at the agreed destination. The Seller assumes all risks associated with the delivery of the
Product to the agreed location. The Buyer is responsible for declaring all nonconforming Products upon delivery,
as mentioned in 7.4 to 7.4.3.

9. Order Pick Up

9.1 All orders must be picked up by the Buyer within a maximum of 10 working days; otherwise, a storage fee may apply.

10. Order Cancellation

10.1 Orders that have been confirmed and signed cannot be cancelled. The Seller reserves the right to charge cancellation fees.

11. Payment

11.1 All orders are payable in full according to the credit terms specified in the Buyer’s account.

11.2 Only orders of $150 or more before taxes can be charged to the account.

11.3 Accepted methods of payment:

- Visa/Mastercard - Bank transfer

- Interac e-Transfer - Cheque

11.4 The Seller reserves ownership of the Product until full payment of the purchase invoice. This instalment sale may be subject
to a global registration under section 2961.1 of the Civil Code of Québec.

11.5 Any amount due to the Seller shall bear interest at the rate of 2% per month (24% per annum) from the date fixed
or indicated on the invoice.

12. Returns, Exchanges and Credits

12.1 All return, exchange or credit requests must be communicated by the Buyer to the Seller’s customer service department
at
serviceclientele@polyalto.com within 30 days following the reception of the Product.

12.2 All Product returns must be accompanied by a return merchandise authorization (RMA) provided by the Seller.

12.3 Unauthorized returns will not be accepted by the Seller.

12.4 All returns authorized by the Seller must be sent within 10 business days following approval of the return and issuance
of the RMA form. No returns will be accepted after this time frame.

12.5 The returned Product must be intact and unused

12.6 A 25% administration and restocking fee will apply.

12.7 Shipping costs associated with returns or exchanges are non-refundable.

12.8 Failure to comply with these conditions may result in a return, exchange or credit refusal.

13. Return Exceptions

13.1 Special order Products cannot be returned, refunded or exchanged.

13.2 Custom Products cannot be returned, refunded or exchanged.

14. Limited Warranty

14.1 The manufacturer's/supplier's warranty applies.

14.2 The Seller warrants that all Products sold to the Buyer will be free of any claim of ownership by third parties and will conform
to the manufacturer's specifications in effect at the time of manufacture, or such other specifications as set forth in the applicable
product certification delivered to the Buyer.

14.3 This limited warranty is given only to the original Buyer, it may not be transferred or assigned and does not extend to
any subsequent Buyer.

14.4 Products must be used as directed; otherwise, the Seller reserves the right to terminate the warranty.

14.5 The time period for the Buyer to the test a Product is six (6) months from the date of shipment by the seller to determine
whether such Product is nonconforming to the warranty provided.

15. Limitation of claims

15.1 Except as agreed in the Limited Warranty set forth above, Seller will not be responsible for any harm arising out of
Buyer’s purchase, possession or use of any Product, whether based in contract, warranty, negligence or other tort,
strict liability or otherwise. For greater certainty, seller will not be liable in any circumstances for direct, indirect,
consequential, special, incidental or exemplary damages, of for loss of profits,
equipment downtime, cost of any substitute for products, claims of third parties or injury to persons or property.
This limitation shall apply notwithstanding a finding that any remedy fails of its essential purpose.

16. Intellectual property

16.1 Any suggestions Seller makes about possible articles, designs or uses of Products do not give Buyer
a license under any patent or other intellectual property right covering such articles, designs or uses, nor
are they a recommendation that Buyer use any Product in a manner that may infringe any patent or other
intellectual property right. If there is a claim that any Product, in the form in which Seller sold it to Buyer,
infringes another person’s patent or other intellectual property right in the jurisdiction in which such sale
took place, then (i) Seller will defend Buyer against such claim, and indemnify Buyer against all reasonable
costs of such defence incurred by Buyer, and (ii) if any Product subject to such a claim is determined to infringe
another person’s patent or other intellectual property right, Seller shall, at its sole option and expense,either
procure for Buyer the right to continue using the Product or accept return of the Product from Buyer
and refund the purchase price thereof. The foregoing states the entire obligation of Seller for intellectual
property infringement. Seller shall not be responsible for, and Buyer
shall hold Seller harmless against, any damages and costs incurred by Seller as a result of any claim of infringement
of another person’s patent or other intellectual property right that arises from Seller's compliance with
any specification or instruction provided by Buyer. In the event that Buyer
shall become aware of any claim of the type described above, it will promptly notify Seller in writing and give
Seller all necessary information,
assistance and exclusive authority for the defence of any such claim and its settlement.

17. Events beyond seller’s control

17.1 Seller will not be responsible if Seller's performance of any obligation hereunder (other than the payment of money)
becomes impossible or commercially unreasonable due to any cause or event beyond Seller’s reasonable control,
including, without limitation, acts of God, acts of any governmental authority, acts of Buyer, acts of terrorism,
war, civil disturbance, labour disruption or strike, fire, explosion, release of dangerous or hazardous materials,
inability to obtain necessary raw materials, utilities, transportation, machinery or services, and any similar
or dissimilar cause or event.

18. Health and safety compliance

18.1 Seller will give Buyer Material Safety Data Sheets (“MSDSs”) for Products sold hereunder. Buyer understands
that some Products may be hazardous materials or hazardous substances under various laws and regulations
when handled or processed. Buyer agrees to familiarizeitself (without further reliance on Seller) with any
hazards of the Products, their processing and applications and the containers in which the Products
are shipped. Buyer agrees to provide the MSDSs to all those required by law to receive same and to inform and
train its employees, and properly warn and instruct its customers, as to hazards identified in the MSDSs or discovered
by Buyer in its investigations. Buyer agrees to properly manage and dispose of all wastes and residues
resulting from its use of all Products, including any disposable packaging, in accordance with applicable disposal or recycling laws.

19. Export control compliance

19.1 Buyer will ensure that any Products, technology or software received from Seller are exported by Buyer only
in compliance with applicable laws, including Canadian and U.S. export control laws. Buyer certifies that it will
not use, or knowingly support the use by others of, such Products, technology or software in the design,
development, production or use of nuclear, chemical or biological weapons, land mines or ballistic missiles. At all times,
Seller will be entitled to decline to sell or ship to any party.

20. Electronic commerce

20.1 Buyer may not share any password, access code or similar credential issued to it by Seller, and Seller reserves
the right to suspend or revoke any such credential. Buyer is solely responsible for ensuring the security and
integrity of its ordering process. Any information provided by Seller via any Internet site or electronic communication (i)
is subject to correction or change without notice, and (ii) is provided for the sole use of Buyer for purposes of
facilitating individual transactions involving the purchase and sale of Products. Buyer agrees that it will not rely upon
any such information for any purpose other than making individual purchases and will not seek to assert
such information against Seller for any other purpose. Seller may issue electronic invoices for any purchases
of Products made using the Internet, e-mail or any other computer-based electronic communications method,
and agrees to honour such invoice as if it had been delivered in writing.

21. Medical applications

21.1 Buyer understands that the Products are not intended for use in any medical application involving permanent
implantation in the human body, or any such implantation lasting longer than 29 days, and agrees not to
use any Product for any such application, or for any other application into which, to Buyer’s knowledge, Seller has
previously declined to sell Products.

22. Counterparts

22.1 This Agreement and any amendment of this Agreement in whole or in part may be signed and delivered
in any number of counterparts, each of which when signed and delivered is an original but all of which taken
together constitute one and the same instrument. This Agreement and any amendment of this Agreement in
whole or in part may be delivered by fax or by sending a computer-scanned copy electronically.

23. Entire Agreement

23.1 This contract constitutes the entire agreement between the parties. No other agreements, conditions,
representations, warranties or other terms apply except those contained herein. No previous negotiations
between the parties shall be relevant or admissible to support, explain or modify any provision hereof.

24. Dispute

24.1 Any dispute concerning the present terms and conditions shall be governed by the laws of the Province
of Quebec. In the event of a dispute, the parties agree to elect domicile in the judicial district of Québec.

25. Certification

25.1 Certified ISO 9001-2015