GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY of RESTAR FRAMOS Technologies Inc, 2733 Lancaster Road Suite 210, Ottawa, Ontario, K1B 0A9 Canada
(1) The following Terms and Conditions of Sale and Delivery (hereinafter: “General Terms”) shall apply to
and form part of all contracts between RESTAR FRAMOS Technologies Inc. (hereinafter: “RESTAR FRAMOS”)
and its customers (hereinafter: “Customer”) for the sale of all goods (hereinafter: “Goods”) and services,
including advisory services (hereinafter: “Services”), by RESTAR FRAMOS. These General Terms may be
modified, or their application may be limited only with the prior written consent of RESTAR FRAMOS.
These General Terms shall apply to the present Contract and also to all future business transactions
between RESTAR FRAMOS and the Customer, even if they are not separately agreed upon again.
(2) General terms and conditions of the Customer (e.g., terms of purchase) or other deviating agreements
issued by the Customer shall not be binding on RESTAR FRAMOS unless they are agreed to by RESTAR
FRAMOS explicitly and in writing. Neither silence nor the absence of an explicit objection by RESTAR
FRAMOS shall be deemed an agreement to Customer’s terms or conditions.
(3) Any order of Goods or Services, any statement of intent by Customer to purchase Goods or Services, or
any delivery of Goods or performance of Services by RESTAR FRAMOS shall constitute Customer’s
agreement to be bound by these General Terms.
(1) Offers by RESTAR FRAMOS are always subject to change and non-binding, unless they are explicitly
marked as binding or they contain a specific deadline for acceptance and are accepted by the Customer
within the specified deadline.
(2) Information on Goods and Services won’t constitute a guarantee by RESTAR FRAMOS that the Goods
and/or Services will be provided but are merely descriptions of the subject matter of the contract.
(3) Customers’ purchase orders will be considered as binding offers of the Customer once accepted by
RESTAR FRAMOS by means of an order confirmation document or email. Due to the nature of long lead
times of key components in the vision industry, a confirmed target ship date is usually not available
immediately upon acceptance, but RESTAR FRAMOS shall make commercially reasonable efforts to provide
either a target or confirmed ship date as soon as possible.
(4) A binding contract with the Customer will be concluded upon the written confirmation of acceptance of
the Customer’s purchase order by RESTAR FRAMOS. Upon such acceptance, the RESTAR FRAMOS order
confirmation, together with these General Terms will become a binding contract between RESTAR FRAMOS
and the Customer (collectively, the “Contract”). If RESTAR FRAMOS objects to a purchase order or proposes
alternate or additional terms, the purchase order will become a Contract only if and when RESTAR FRAMOS
and the Customer mutually agree in writing, even if RESTAR FRAMOS commences or has commenced
performance under the purchase order. Specific terms and conditions in the purchase order and/or any
other documents that have been explicitly accepted by RESTAR FRAMOS in writing will take priority over
any inconsistent provision in these General Terms and Conditions.
(5) RESTAR FRAMOS retains title or copyright to all its submitted offers and cost estimates as well as to
drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and
resources which were provided to the Customer. The Customer shall not make any of these materials
accessible to third parties, disclose them, or use or reproduce them either by itself or through third parties.
Upon request by RESTAR FRAMOS, the Customer shall return all these materials to RESTAR FRAMOS
and destroy any copies it may have made.
(6) RESTAR FRAMOS may issue an order confirmation subject to conditions relating to its ability to verify
the availability of components. RESTAR FRAMOS shall have the right to terminate the Contract if RESTAR
FRAMOS cannot obtain the components necessary for the performance of the Contract from its upstream
supplier(s). RESTAR FRAMOS shall not be obliged to obtain these components from suppliers with which
RESTAR FRAMOS does not have any existing business relationship. RESTAR FRAMOS will exercise its right to
terminate the Contract as soon as it realizes that the components cannot be obtained.
(7) All orders received by Customer and confirmed by RESTAR FRAMOS shall be considered non-
cancellable non-returnable (“NCNR”).
(8) RESTAR FRAMOS may, at its sole discretion, discontinue the sale or distribution of any product at any
time. RESTAR FRAMOS shall use its commercially reasonable efforts to (a) give Customer a prior written
notice thereof; and (b) assist Customer in identifying alternative products or sources for the affected
products by the date of such discontinuance
(1) Goods shall be regarded as conforming to RESTAR FRAMOS’ obligations if they are capable of being used
or are in normal condition for use as intended or expected considering the nature of such goods. Unless
RESTAR FRAMOS has expressly agreed otherwise in writing, it is the Customer‘s responsibility to check that
the Goods and Services delivered are according to requested specifications and to check quantities. RESTAR
FRAMOS hereby expressly disclaims any and all representations and warranties that Goods and Services
conform to any specifications, drawings, designs, or samples.
(2) Paid advisory Services provided by RESTAR FRAMOS shall be explicitly agreed upon. To the extent that an
agreement on the provision of advisory services was made with the Customer, the following shall apply:
The advisory contract is a separate contract which is concluded in addition to the delivery contract. RESTAR
FRAMOS only undertakes to provide an advisory activity, not an advisory success.
(1) Agreed prices will apply to the contractually agreed scope of supply and services. Additional and special
services shall be invoiced separately.
(2) In addition to the agreed price, the Customer will pay all applicable taxes, customs duties, fees, and other
necessary charges and expenses imposed by national, provincial, state or other authorities on the Goods and
Services.
(3) Insofar as the Goods and Services offered were based on RESTAR FRAMOS’ quoted prices and the Goods
delivered and Service performed more than four months after the final acceptance date of the Contract, the
valid list prices at the time of the delivery must apply.
(4) Unless otherwise agreed, payments will be due according to payment terms on the invoice and must
be made by transfer to RESTAR FRAMOS’ bank account as specified on the invoice. Payment date for any
wire transfer shall be the date when the amount paid by the Customer is received in RESTAR FRAMOS’
bank account rather than the date when such wire transfer is remitted. All orders shall be prepaid unless
and until the Customer has been approved for a credit line by RESTAR FRAMOS. Approval of credit,
including the amount and payment terms, shall be determined by RESTAR FRAMOS in its sole discretion
and communicated to the Customer in writing. Net payment terms shall not apply unless expressly
authorized by RESTAR FRAMOS.
(5) RESTAR FRAMOS may, at any time, require the Customer to submit credit information and may
approve, modify, or withdraw credit terms at RESTAR FRAMOS’s sole discretion. The Customer
acknowledges that submission of a credit application does not guarantee approval of any net payment
terms.
(6) Customer shall not exceed approved credit limits. RESTAR FRAMOS may suspend shipments if such
limits are exceeded.
(7) If Customer prefers to pay by cheque, a handling fee in the amount of $20 will be charged for each
payment by cheque, and such amount will be automatically added to the sales invoice to Customer.
(8) Credit card payments are accepted at RESTAR FRAMOS’ discretion. Payments up to USD $5,000.00 may
be made by credit card without additional charge. Any amount exceeding USD $5,000.00, or any payment
made by credit card where otherwise approved, shall be subject to a 3% processing fee, which will be
added to the invoice and payable by the Customer.
(9) The Customer shall pay all amounts when due in full without any deduction or withholding except as
required by law and shall not be entitled to assert any credit, setoff, deduction or counterclaim against
RESTAR FRAMOS to justify withholding payment of any such amount in whole or in part.
(10) Default Interest of 18.00% per annum (1.5% per month) will be charged on invoices over 30 days past
due, but in no event shall such rate exceed the maximum rate permitted by law. The Customer is liable for
all costs and expenses (including legal fees) that RESTAR FRAMOS may incur for collection of overdue
accounts and damages suffered with respect thereto. In the event of legal proceedings, all court and other
costs may be added to the principal owing, and interest may be compounded until date of judgment at the
statutory rate.
(11) If, in its sole discretion, RESTAR FRAMOS believes the Customer’s ability to meet its payment
obligations may become impaired or threatened, or if the Customer fails to comply with payment terms,
RESTAR FRAMOS may require advance payment, and/or may suspend delivery or cancel any existing order or
remaining balance thereof, without prejudice to any of its other rights and recourses. In the event of the
cancellation of an order, all outstanding debts of the Customer will become due immediately.
(12) RESTAR FRAMOS may apply any payment it receives from the Customer against any obligation owing to
it by the Customer, regardless of any statements appearing thereon or with respect thereto, which will not
discharge the Customer from any amounts the Customer owes.
(13) The Customer shall pay the full amount of any undisputed portion of an invoice when due,
notwithstanding any dispute or claim regarding other Goods. In the event the Customer disputes only a
portion of an invoice (including any claim of defect or non-conformance), the Customer must promptly pay
the undisputed portion in full and on time. Any withholding of undisputed amounts shall constitute a
material breach of the Contract.
(14) All disputes shall be resolved in good faith. RESTAR FRAMOS reserves the right to suspend future
deliveries or shipments if the Customer fails to pay undisputed amounts when due or fails to follow the procedures set out in this Section 4 and Section 9.
(1) The Customer must provide support and participate as required in order to enable RESTAR FRAMOS to
deliver the Goods or to perform the Services. In particular, the Customer is responsible for the approval of
sample and prototype models, their modification, the procurement of required regulatory certificates or
permits.
(2) If the Customer fails to participate as required or fails to participate promptly and properly, the obligation
of RESTAR FRAMOS to provide the Goods and/or Services won’t apply to the extent and for the period in
which RESTAR FRAMOS’ performance obligations depend on the previous participation of the Customer.
(3) RESTAR FRAMOS won’t be responsible for any delay in the delivery of Goods or Services or for any
other damages or losses caused by the Customer’s failure to participate as described in Section 5.(1.). All
losses and additional costs caused by the Customer’s failure to participate as described in Section 5.(1.)
shall be borne by the Customer. Other statutory rights and claims of RESTAR FRAMOS relating to the
Customer’s failure to participate remain unaffected.
(1) The delivery/performance times proposed by RESTAR FRAMOS are estimates only and are not binding
unless a specified fixed deadline or date has been explicitly
confirmed in writing by RESTAR FRAMOS. If shipment was agreed upon, RESTAR FRAMOS will comply with its
delivery obligation if the Goods have been transferred to the forwarder, the carrier or other third parties
specified to carry out the shipment by the stipulated delivery date. Otherwise, RESTAR FRAMOS will comply
with its delivery obligation if it has provided the Customer with notification that the Goods are ready for shipment.
(2) RESTAR FRAMOS may extend the delivery/performance times by the period during which the Customer
failed to meet its contractual obligations agreed between Parties. Timely delivery by RESTAR FRAMOS will
be contingent on the clarification of all business-related and technical issues between RESTAR FRAMOS and
the Customer and upon the Customer having complied with all its obligations, such as the provision of all
required permits, documents, approvals and payments. RESTAR FRAMOS is not liable for delays in delivery
or for failure to perform due to causes beyond RESTAR FRAMOS’ reasonable control. In the event of such
delay, RESTAR FRAMOS will use commercially reasonable efforts to extend the date of delivery for a period
equal to the time lost. If delay is due to force majeure, RESTAR FRAMOS may, at its option, extend delivery
time or cancel order in whole or in part. Delay in delivery of one order won’t entitle the Customer to cancel
another order. If the Customer requests a postponement of the delivery/performance time, the due date of
the payment and other contractual obligations of the Customer shall not change. In this case the Customer
will become obliged to perform in advance.
(3) If RESTAR FRAMOS cannot meet the delivery/performance times due to force majeure or other reasons
beyond its control (“unavailability of performance”), RESTAR FRAMOS will immediately inform the
Customer and, if possible, at the same time provide the expected new delivery/performance time.
A case of unavailability of performance may occur if a RESTAR FRAMOS supplier:
• fails to deliver required goods
• fails to deliver according to its contract with RESTAR FRAMOS
• fails to deliver to RESTAR FRAMOS on time.
RESTAR FRAMOS will be entitled to terminate the Contract with the Customer, in whole or in part, if the
Goods or Services are also not available within the new
delivery/performance time. Any portion of the Contract price that was prepaid by the Customer to RESTAR
FRAMOS relating to any Goods or Service that RESTAR FRAMOS is unable to deliver or perform for the
reasons set out in this section will be refunded to the customer immediately.
(4) Unless otherwise agreed, RESTAR FRAMOS will be entitled to make partial deliveries if the partial delivery
can be used by the Customer within the scope of the contractually intended purpose, the delivery of the
remaining Goods ordered is ensured, there are no significant additional expenses or additional costs for the
Customer (unless RESTAR FRAMOS agrees to cover these costs) and the partial delivery is not otherwise
unreasonable for the Customer.
(5) Customer may request a rescheduling of the delivery date for the Goods within the same calendar
quarter no more than one time per purchase order by providing RESTAR FRAMOS with not less than thirty
(30) days’ prior written notice before the scheduled delivery date.
(6) Any delay in delivery resulting from Customer’s request to reschedule shall not constitute a breach or
delay by RESTAR FRAMOS, and all original delivery commitments shall be deemed amended accordingly.
(7) Requests to reschedule delivery received less than thirty (30) days prior to the agreed delivery date
shall be deemed late rescheduling requests and may, at RESTAR FRAMOS’ option, (a) be rejected, or (b)
accepted subject to additional fees and a revised delivery schedule. Customer shall be responsible for any
reasonable costs and expenses incurred by RESTAR FRAMOS as a result of such late rescheduling, including
storage, handling, and administrative charges.
(8) If delivery is delayed due to fault of the Customer, for any reason, including, without limitation:
• not providing RESTAR FRAMOS with necessary information or documentation
• not fulfilling payment obligations
• not accepting RESTAR FRAMOS’ delivery
RESTAR FRAMOS may, in its sole discretion, extend the date of delivery or cancel the order, in which case
the Customer will not be released of its obligations and will remain liable for all costs incurred due to such
delay, including but not limited to storage costs.
(9) RESTAR FRAMOS will not be liable for any incidental, special or consequential damages or any loss of
profit resulting from failure or delay in delivery, even if it has been advised as to the possibility of same.
(1) Unless otherwise agreed upon in writing, all sales are EXW Ottawa (Incoterms 2020) RESTAR FRAMOS’
facility in Canada, and delivery will be deemed complete and all risk of loss, destruction and damage to
Goods will pass to the Customer upon delivery of Goods to carrier at RESTAR FRAMOS’ delivering facility.
(2) For matters of clarity, the Customer is responsible for all import duty, taxes, & customs clearance. EXW
requires the buyer to handle all aspects of the exportation, freight, and importation process. In case the
shipment returns to RESTAR FRAMOS due any negligence in buyer’s responsibilities, the additional return freight costs will be added to buyer invoices.
(3) If an acceptance must be carried out before shipment of Goods, completion of the acceptance will be
decisive for the passage of risks. The Customer must carry out the acceptance immediately after RESTAR FRAMOS
has notified the Customer that the Goods are ready for shipment. If the shipment is delayed or does not take place
due to circumstances not attributable to RESTAR FRAMOS, the risk will be passed on to the Customer on the day
the Goods are ready for shipment or for acceptance and RESTAR FRAMOS has notified the Customer of this.
(4) The Customer must perform inspections or tests which are necessary as soon as possible, but no later
than seven (7) days following delivery. After this time the Customer will be deemed to have irrevocably
accepted the Goods in their condition received, unless RESTAR FRAMOS has received written notice to the
contrary in that time.
(5) Any dispute relating to an invoice that is not based on the quality, condition, or alleged defect of the
Goods (for example, pricing errors, mathematical discrepancies, or unauthorized charges) must be
submitted in writing to RESTAR FRAMOS, together with detailed supporting documentation, within ten (10)
business days of the earlier of (i) the invoice date or (ii) the delivery date. Failing such timely written notice,
the invoice shall be deemed fully accepted and undisputed by the Customer.
(6) Any claim that the Goods are defective, non-conforming, or otherwise subject to warranty or RMA
must be made strictly in accordance with Section 9 (Limited Warranty). The Customer must provide
immediate written notice upon discovery of any alleged defect, including a detailed description of the
defect, supporting test data, photographs (where applicable), and the specific conditions under which the
defect appears. No deduction, set-off, or withholding of payment is permitted unless and until RESTAR
FRAMOS has issued a written RMA authorization and, following inspection, confirmed that the claim is
covered under the Limited Warranty.
(7) All disputes shall be resolved in good faith. RESTAR FRAMOS reserves the right to suspend future
deliveries or shipments if the Customer fails to pay undisputed amounts when due or fails to follow the
procedures set out in these terms and conditions.
(1) If any part of the purchase price for the Goods is to be paid at any future time or is to be paid in
instalments or remains outstanding after payment is due the Customer hereby grants RESTAR FRAMOS a
security interest and a purchase money security interest in the Goods and in all proceeds, accounts
receivable, profits or cash from the resale thereof (hereinafter collectively:, “Proceeds”), until such time as
full payment for the Goods has been made by the Customer.
In the event of non-payment by the Customer of any part of the purchase price or non-payment of any
instalment due to RESTAR FRAMOS, RESTAR FRAMOS shall have all rights and remedies under the
applicable personal property security legislation.
Any costs and expenses (including legal fees) incurred by RESTAR FRAMOS to enforce its rights under the
security interest granted to it shall be paid by the Customer.
(2) The Customer agrees to do all things and to execute and deliver any and all documents necessary (in
RESTAR FRAMOS’ sole discretion) for the creation, preservation, enforcement and protection of its security
interest and purchase money security interest over the Goods and Proceeds. The Customer hereby
appoints RESTAR FRAMOS as its attorney to execute any documents or other instruments necessary to perfect and enforce its security interest.
(3) The Customer shall inform RESTAR FRAMOS without delay of any seizure, notice, proceeding, action,
claim or other occurrence that may adversely affect RESTAR FRAMOS’ right, title or ability to enforce its rights or its security interest hereunder.
(1) The warranty period applicable to Goods (hereinafter: “Warranty Period”) will begin on the date of
delivery from RESTAR FRAMOS’ delivery facility in accordance with Section 6. of these General Terms or, if
acceptance is required before delivery, from the date of acceptance by the Customer, and must run for a
period of twelve (12) months. With respect to any replacement or repaired parts provided by RESTAR
FRAMOS pursuant to this Section 9., the Warranty Period will be the original Warranty Period applicable to
the Goods that were the subject of a replacement or repair.
(2) During the Warranty Period, RESTAR FRAMOS warrants that the Goods will be free from defects in
materials and workmanship and will substantially conform to any Customer specifications referenced in
RESTAR FRAMOS’ order confirmation, subject to the terms and limitations set out in this limited warranty.
(3) All warranty claims must be submitted in writing to RESTAR FRAMOS within the Warranty Period according to the following procedures:
• Upon learning of a defect that may be subject to warranty coverage, the Customer must
immediately send a defect report by e-mail to RESTAR FRAMOS describing in detail the defective Goods and the nature of the defect.
• The defective Goods, together with a copy of the defect report, must be sent to RESTAR
FRAMOS’ facility for examination by RESTAR FRAMOS. All defective Goods must be shipped to RESTAR
FRAMOS in their original packaging or in packaging of the same quality, with shipping costs prepaid by the Customer. Freight-collect deliveries will not be accepted.
• In order to qualify for warranty coverage: (i) goods cannot have been altered from their
original condition at delivery, and (ii) there cannot be any mechanical or physical damage to the Goods.
• The Customer may request advance delivery of part(s) intended to replace allegedly defective
Goods. The decision to provide such advance delivery shall be at RESTAR FRAMOS’ sole discretion and
subject to the Customer’s compliance with these General Terms. If RESTAR FRAMOS provides the
Customer with replacement part(s) in advance, the Customer must return all defective parts to RESTAR
FRAMOS within thirty (30) days of receiving the replacement part(s). If the Customer fails to return the
defective part to RESTAR FRAMOS within this thirty (30) day period, the Customer shall be invoiced and
liable for payment of the full cost of the replacement part(s) delivered to the Customer.
(4) RESTAR FRAMOS will examine all defective Goods received from the Customer in accordance with
this Section 9. in order to determine if those Goods qualify for warranty coverage. The decision as to whether
Goods are subject to warranty coverage will be at RESTAR FRAMOS’ full discretion. If RESTAR FRAMOS
determines that the Customer is entitled to warranty coverage for defective Goods, RESTAR FRAMOS must,
at its sole option, either replace or repair the Goods. This remedy must be RESTAR FRAMOS’ sole liability
and the Customer’s sole remedy for breach of any warranty set forth in this Section. The Customer agrees to
cooperate with RESTAR FRAMOS in any effort it makes to supply the foregoing remedy and to allow RESTAR
FRAMOS a reasonable period of time to perform the selected remedy. If RESTAR FRAMOS determines that
repair or replacement is not commercially reasonable or practicable, RESTAR FRAMOS may, at its option,
issue a credit to the Customer in an amount not exceeding the purchase price paid for the affected Goods.
(5) The warranties set forth in this Section 9. do not cover any condition(s) or defect(s) that cannot
be proved to have its/their origin in defective materials or workmanship; or (b) that arise(s) or result(s) from:
• failure to assemble, install or operate the Goods in strict conformity with the assembly
instructions and operating instructions provided by RESTAR FRAMOS
• misuse or use of Goods for unintended purposes,
• unauthorized repair or modification of Goods and/or use of third-party parts, components or materials,
• improper maintenance or repair, neglect, influence of other goods or services,
• normal wear and tear,
• acts of God or force majeure.
(6) RESTAR FRAMOS will be entitled to claim compensation for its expenses, in particular of travel
expenses and staff costs, if it turns out in the course of repair work that the reported defect cannot be attributed to RESTAR FRAMOS.
(7) In the case of defects of components from other manufacturers which RESTAR FRAMOS cannot
repair due to licensing or for other reasons, RESTAR FRAMOS shall assert warranty claims against the
manufacturers and suppliers or assign them to the Customer. Warranty claims against RESTAR FRAMOS for
defects in components supplied to RESTAR FRAMOS by other manufacturers shall only exist in accordance
with these General Terms if the judicial enforcement of the aforementioned claims against the
manufacturer and suppliers were not successful or, for example due to an insolvency of the manufacturer,
lack a prospect of success. The Warranty Period applicable to the Customer’s warranty claim relating to any
such component shall be suspended for the duration of the legal dispute between RESTAR FRAMOS and the
manufacturer.
(8) RESTAR FRAMOS does not guarantee or warranty the accuracy, completeness, currentness,
success, merchantability or fitness for a particular purpose of the Services, information in the Services or
the media on or through which the Services are provided. RESTAR FRAMOS shall not be liable to the
Customer for any loss or injury arising out of or caused in whole or in part by RESTAR FRAMOS’ acts or
omissions in procuring, compiling, interpreting, or delivering the Services or information therein.
(9) For Engineering Sample Goods, typically designed with “-ES” in the item number, customer
acknowledges and accepts that such goods are not reliability-qualified, have no warranty from
manufacturer or from RESTAR FRAMOS, may contain significant quality defects and may not comply with all
product performance specifications of production quality Goods. Engineering sample goods cannot be
used for mass production, clinical testing or sale, or any end product validation or qualification purposes.
Engineering samples are strictly approved by the manufacturer for bench testing and software
development purposes. If engineering sample goods are shipped to end customer, Customer accepts full
responsibility and liability of disclosing the use Engineering Samples to their customer.
(10) For End-of-Life Goods, replacement may not be possible. In such cases, if RESTAR FRAMOS
determines after inspection that certain units are defective and covered under the Limited Warranty,
RESTAR FRAMOS’s sole remedy obligation shall be to issue a credit (at its sole discretion) for the purchase
price of the confirmed defective units, less any applicable restocking, handling, or inspection fees. The
Customer acknowledges that no replacement units will be provided for EOL goods.
(1) The Customer must immediately notify RESTAR FRAMOS in writing if claims based on the infringement
of industrial property rights or of copyrights of third parties (intellectual property rights of third parties) are
asserted against the Customer.
(2) In case any delivered Goods are found to violate intellectual property rights of third parties, RESTAR
FRAMOS must, at its own choice and expense, modify or replace the delivered Goods to such an extent that
intellectual property rights of third parties are no longer violated but the delivered Goods still fulfil its
contractually agreed functions or it shall procure the right of use to the Customer by concluding a license
agreement. If RESTAR FRAMOS does not succeed in doing so within a reasonable period of time, the
Customer is entitled to terminate the contract. Any possible claims for damages of the Customer are
subject to the limitations set forth in Section 11. of these General Terms.
(3) RESTAR FRAMOS’ obligation to indemnify the Customer for any infringement of third-party intellectual
property rights must be subject to the following conditions:
• that the Customer shall have immediately informed RESTAR FRAMOS of asserted violations of
intellectual property rights or copyrights
• that the Customer supports RESTAR FRAMOS to a reasonable extent in the defense against
the asserted claims or, respectively, allows RESTAR FRAMOS to perform the modification measure described in Subsection 10. (3.)
• that all defense measures, including extra-judicial settlement, are reserved for RESTAR FRAMOS
• that the delivered Good was not manufactured or modified on instruction of the Customer
• that the infringement was not incorrectly caused by the fact that the Customer modified the
delivered Goods without authorization.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY SHALL BE LIABLE FOR ANY
PRODUCT LIABILITY CLAIMS MADE AGAINST, OR LIABILITY INCURRED BY, THE OTHER PARTY IN RELATION
TO DEATH, PERSONAL INJURY AND/OR PROPERTY DAMAGES ARISING FROM USE OF PRODUCTS, OR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF
GOODWILL OR PROFITS, OR LOST BUSINESS, ARISING HEREUNDER REGARDLESS OF THE THEORY OF
LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANY PROVISIONS HEREIN CONTAINED, IN NO EVENT SHALL RESTAR’S
TOTAL LIABILITY TO BUYER HEREUNDER (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN
CASES INVOLVING DEATH, PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM USE OF THE
PRODUCTS) EXCEED THE TOTAL AMOUNT OF THE PURCHASE PRICE ALLOCABLE TO PRODUCTS, WHETHER
ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, DEFENSE OR
ANY OTHER CAUSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH
OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AS STATED HEREIN.
(1) The Customer shall comply with all applicable and current import and export rules and regulations of the
countries from which the Goods originate, transit and arrive and shall take all steps to keep itself advised of
any changes to all such rules and regulations. RESTAR FRAMOS shall not be responsible to notify the
Customer of any changes to any such rules and regulations which may affect the transport of Goods. The
Customer shall be responsible for procuring and furnish any and all documentation, permits, approvals
and/or licenses required for the international transit of the Goods.
(2) RESTAR FRAMOS shall not be responsible or liable for any delay or failure to perform its obligations
arising from causes beyond its reasonable control, including, without limitation, acts of God, war, invasion,
insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements,
delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or
labour disputes, or the failure of suppliers to meet their delivery promises. The acceptance of delivery of the
Goods by the Customer shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
(3) These General Terms and the Contract are governed by the laws of the Province of Ontario and the
federal laws of Canada applicable therein, without giving effect to conflict of law principles. Any dispute
with respect thereto shall be submitted to the courts in the Judicial District of Toronto, Province of Ontario.
The Customer submits to the jurisdiction of the courts in that judicial district as the exclusive venue for the
adjudication of any and all disputes hereunder and waive any claim of forum non conviens. If any dispute falls
under the jurisdiction of the Federal Court of Canada, then the parties agree to submit the dispute to the
exclusive jurisdiction of the Federal Court sitting in the judicial district of Toronto, Province of Ontario. The
United Nations Convention on Contracts for the International Sale of Goods shall not apply to any
transaction between RESTAR FRAMOS and the Customer.
(4) No amendment, modification, addendum, or waiver of these General Terms or of the Contract will be
binding on RESTAR FRAMOS or the Customer unless reduced to writing and signed by an authorized officer
of the party to be bound, and in the case of a waiver, will be effective only in the specific instance and for the
specific purpose for which given, and will not be construed as a waiver of any subsequent right or breach. The
failure of either party to enforce at any time or for any period of time any of the provisions of these General
Terms or of the Contract will not be construed as a waiver of such provisions or of the right of such party
thereafter to enforce each and every such provision.
(5) In the event that any provision of these General Terms or any part thereof should be held to be invalid,
illegal or unenforceable, the remainder of these General Terms shall remain valid and enforceable.
(6) The parties shall give all notices and communications between the parties in writing by:
• internationally recognized next day courier service
• electronic mail, to the party’s address specified in the Contract, or to the address that a party
has notified to be that party’s address for the purposes of the Contract.
A notice given under these General Terms or the Contract will be deemed to be duly given:
• upon delivery by courier service
• on the date of transmission if sent by electronic mail
with receipt confirmed by the Party to whom the notice is addressed. Notices of address change shall be
effective only upon receipt notwithstanding the provisions of the foregoing sentence.
(7) The Customer hereby agrees that all the Contract and all notices and other documents exchanged or
entered into between the Customer and RESTAR FRAMOS shall be in the English language only. Les parties aux présentes conviennent expressément que cette convention ainsi que tous les avis et documents s’y rattachant soient rédigés en anglais.
(8) Customer shall strictly comply with the relevant export regulations and embargos for products,
including not but limited to, (i) the U.S. Export Administration Regulations (“EAR”), (ii) International Traffic
in Arms Regulations (“ITAR”), (iii) European Union (“EU”) regulations on export controls and sanctions, (iv)
United Nations sanctions policies, (v) all relevant regulations made under any of the foregoing, and (vi)
other applicable economic sanctions, export control, or import laws.
(9) Re-export of goods to Russia and re-export for use in Russia is prohibited. Appropriate legal measures
will be taken in case of breach of contractual obligations undertaken in accordance with Article 12.g of
Council Regulation (EU), No. 833/2014.
(10) RESTAR FRAMOS may modify or amend these T&Cs at any time at its sole discretion.
(11) Customer shall not assign, transfer or otherwise dispose of any of its rights, obligations or privileges
hereunder without the prior written consent of RESTAR FRAMOS.
(12) The titles and subtitles used in these T&Cs are used for convenience only and shall not be considered
in construing or interpreting these T&Cs.
