Terms of service

DETAILED TERMS AND CONDITIONS OF SALE 

  1. DEFINITIONS

 The “Seller” is defined as Half Moon (owned by Half Moon Paris LLC). “Buyer” is defined as the legal entity purchasing goods from the seller. The “good” is defined as the product offered by the Seller and/or purchased by the Buyer. “Offer” is defined as any quotation or offer to sell goods supplied by the Seller to the Buyer. “Order” is defined as any purchase order or similar instrument issued by the Buyer to the Seller in order to purchase goods. The Seller and the Buyer are sometimes hereinafter referred to as “the Party” individually and together as the “Parties”.

  1. ACCEPTANCE

 The terms and conditions included in this “Terms and Conditions of Sale” document (hereinafter referred to as “Agreement”) apply to any offer made by Seller to Buyer and any order from Buyer accepted by Seller. . Acceptance of Buyer's orders, and any changes or amendments thereto, is entirely dependent upon Buyer's assent to these terms and conditions of sale. Unless specifically agreed in writing and issued by a duly authorized representative of the Seller, the Seller is not bound by and objects to any term or condition which is different from or added to these terms and conditions of sale. In the event that Seller fails to reject any term and condition or other provision issued by Buyer, including but not limited to Buyer's Orders, it does not void any term and condition of this agreement. Acceptance by the Seller of any firm order or receipt of the goods by the Buyer, if earlier, implies unconditional acceptance of these terms and conditions of sale on the part of the Buyer. A minimum order amount of $50.00 Canadian applies. 

  1. PRICE

 Unless otherwise indicated in writing by the Seller, all prices are given in Canadian dollars and the prices offered are valid for a period of thirty (30) days from the date of the Seller's offer. The quoted price applies only to the specified quantities, specifications, and delivery schedule determined in Seller's offer. Any change in quantity, specifications, or delivery schedule may require an adjustment in price and/or delivery schedule. Prices are based on the exchange rate applicable at the time of quotation. Half Moon (owned by Half Moon Paris LLC) reserves the right to revise prices upon receipt of the order if the exchange rate has fluctuated by more than 10% compared to the exchange rate applied during the quotation. 

  1. CREDIT APPROVAL

Unless otherwise noted, payment methods for first orders are subject to credit approval by Seller. Payment methods for first orders are either cash in advance, by credit card (subject to an additional 2% fee) or by irrevocable letter of credit confirmed by the Seller's bank. Payment methods, shipments, and services are at all times subject to approval by Seller's credit department. Each shipment constitutes an independent transaction and Buyer must make one payment per shipment accordingly. If, before shipment of the Buyer's order, the latter has failed to meet its payment obligations for any invoice previously issued by the Seller or if the Seller considers that the financial conditions of the Buyer have deteriorated or are become unsatisfactory, the Seller reserves the right to change without notice the payment methods and/or to delay or cancel any shipment not yet made, without the Buyer having recourse to any legal support available, until that all obligations have been regularized and the Seller receives acceptable evidence regarding the payment by the Buyer of any future obligations. Any amount due to the Seller but not paid on the due date by the Buyer results in late payment interest payable by the Buyer to the Seller at a rate equal to 2% per month. Late payment interest is applied to amounts not paid by the due date of the first partial payment until the Seller receives full payment. The Buyer must also pay any costs, including legal costs due to the pursuit of unpaid debts. In the event of Buyer's bankruptcy, Seller is entitled to terminate any outstanding orders and receive reimbursement for fees and expenses for termination as set forth in Section 12, Termination for Default. 

  1. PAYMENT TERMS & DELIVERY CONDITIONS:

Please note that our orders are subject to a handling fee of $6.50/FOB Montreal – Net price, Taxes extra. This quote is valid for a period of fifteen (15) days depending on the plans & quotes. 100% net thirty (30) working days. Credit card payments subject to an additional 2% fee for COD payment only. First Order COD (Payable on Delivery) Any material ordered that is not a “stock item” will be subject to payment of 50% at the time of ordering and 50% before shipping. All items must be shipped six (6) months from receipt of order or will be subject to revision due to escalation or currency fluctuation. Progressive billing on all orders above $50,000.00 depending on the following schedule: 25% billable upon receipt of approved drawings invoice payable upon receipt/ 25% billable upon receipt of main materials invoice payable upon receipt/ 25% billable before delivery invoice payable upon receipt/ 25% billable upon delivery payable thirty ( 30) working days. Title to materials in this contract remains with the seller until the goods delivered are paid in full 

  1. PLANS AND QUOTES 

If the order received relates to the supply of goods according to the plans and specifications, the supplier will be responsible for supplying the equipment as specified on the plans and specifications, unless exceptions are made at the time of submission, otherwise, all general commercial terms, including payment, will comply with these terms and conditions. No deductions will be accepted. 

  1. TAXES

Taxes applicable to the sale or rental of goods will be added to the invoice and must be paid by the Buyer, unless the Buyer provides the Seller with a tax exemption certificate validated by the competent tax authority. 

  1. SHIPPING METHODS AND RISK OF LOSS 

Unless otherwise stated, all prices and shipping for domestic delivery are FOB Seller's Shipping Location, all prices and shipping for international delivery are Ex-Works, as defined by INCOTERMS 2000. Risk of loss for force majeure will be transferred to the Buyer when the Seller presents the goods to the carrier. If Seller pays shipping, insurance and other related costs, Buyer agrees to promptly reimburse Seller for the actual cost paid by Seller. 

  1. TOOLS

Unless otherwise provided by special written agreement signed by Seller and Buyer, all tooling, equipment, software, design and manufacturing, acquired or used by Seller for the purpose of fulfilling Buyer's order shall remain the property of the Seller. 

  1. PACKAGING AND PACKAGING 

Any non-standard or special packaging or packaging required by the nature of the order or requested by the Buyer will be provided by the Seller at additional cost to the Buyer. 

  1. INSPECTION AND TESTING

 Any goods manufactured by Seller are subject to Seller's standard inspection processes and, if applicable, acceptance testing at Seller's workshop. Any additional requirements, including but limited to Buyer's source inspection or any additional testing, are at Buyer's expense. If Seller and Buyer agree that Buyer shall inspect or provide inspection at the place of manufacture, such inspection shall not unreasonably disrupt Seller's operation. And the validation or rejection of the goods by the Buyer following such inspection and/or testing at source must be carried out before shipment of the goods. 

  1. SHIPPING SCHEDULE AND FORCE MAJEURE 

Shipping dates are approximate and require immediate receipt of all necessary information and materials to be provided by Buyer, if applicable. The Seller is not liable for damages, restocking costs, or penalties related to delivery delays. Without limiting the generality of the foregoing, the Seller will not be responsible for delays due to force majeure, including but not limited to weather conditions, natural disasters, intervention of civil and military authorities, fire, strike , labor disputes, floods, earthquakes, epidemics, quarantine restrictions, terrorism, riots, delays due to suppliers or resellers, or any other cause which is beyond the control of the Seller. In the event of such a delay, the Seller will inform the Buyer as soon as possible and the delivery date(s) will be postponed to a period comparable to the time lost due to the delay. If the delay excusable by force majeure continues for more than ninety (90) days, the Seller and the Buyer will each have the option to terminate the order(s) concerned according to Article 11, Termination for Convenience. If production is slowed down for one of the reasons mentioned above and the Seller is unable to deliver the full quantities of the goods on the scheduled shipping date, the Seller may distribute deliveries of the available goods between several of its customers with an outstanding order for similar products. Distribution will be done in a commercially fair and responsible manner. When such allocation has been made, Buyer will be informed of the estimated quantity that will be available. 

  1. TERMINATION FOR CONVENIENCE 

The Buyer may request to cancel its order for convenience in whole or in part and the Seller agrees to cooperate with the Buyer in attempting to make arrangements on the express condition that the Buyer pays the Seller for all deliveries made and all work in progress, including applicable direct and indirect costs, as well as payments with suppliers and related administrative, accounting and legal costs, plus a normal profit. To the extent possible, Seller will use commercially reasonable efforts to divert material and work outstanding from Buyer's order to other customer orders to minimize termination costs to Buyer.

  1. TERMINATION FOR DEFAULT

Either party may terminate the order if the other party is in breach of any provision of this agreement or the order. In the event that the party (the “Defaulting Party”) is in breach of any term of this agreement or the order, the other party (the “non-defaulting party”) will submit a warning notice to the defaulting party l informing of the breakup. The defaulting Party will have fifteen (15) days to remedy the breach. If the defaulting party does not remedy the breach within the fifteen (15) day period, the Non-Defaulting Party may terminate the order. 

  1. CHANGES OF ORDERS AND AMENDMENTS 

Any order change must be submitted by Buyer to Seller in writing and will only be effective if and until Seller consents to the change(s). Seller will notify Buyer in writing of the impact of the change(s), if any, on the price and/or delivery schedule. Seller's acceptance of changes will be subject to Buyer's agreement to the price adjustment and/or delivery schedule.

  1. LIMITED WARRANTY

Resale Products: Resale products are subject to each manufacturer's individual warranty. Half Moon (owned by Half Moon Paris LLC) Systems: Half Moon (owned by Half Moon Paris LLC) warrants systems designed and manufactured by Half Moon (owned by Half Moon Paris LLC) to be free from defects. System components are subject to each manufacturer's individual warranty. The warranty is valid for 12 months from the date of shipment or acceptance, whichever is earlier. The warranty covers repairs made by Half Moon (owned by Half Moon Paris LLC), labor costs, and replacement parts. It does not cover travel and accommodation costs for Half Moon (owned by Half Moon Paris LLC) staff or their representatives or other charges listed below. The warranty for systems manufactured by Half Moon (owned by Half Moon Paris LLC) is subject to full disclosure of application details, relevant information or circumstances that arise during the completion of the project to Half Moon (owned by Half Moon Paris LLC), and the correct execution of specific maintenance procedures at predetermined intervals. Exclusions and Termination • This limited warranty is in lieu of all other warranties, whether statutory, express, or implied, the implied warranties of merchantability or fitness for a particular purpose. • The warranty is limited to original products supplied by Half Moon (owned by Half Moon Paris LLC), and does not apply to the simultaneous and/or interdependent operation of this equipment with hardware (equipment and/or software) supplied by a third party. • Excluded from the warranty is damage caused by normal wear or corrosion, as well as damage caused by improper use, abuse or vandalism, natural disasters, or improper handling, storage, operation, or maintenance of the product. • Half Moon (owned by Half Moon Paris LLC) reserves the right to cancel warranties for products repaired without the manufacturer's consent or modified by the user. •The warranty liability of Half Moon (owned by Half Moon Paris LLC) ends with the expiration of the applicable warranty period. Field service claims require a customer order to initiate a warranty determination visit. Costs related to traveling to the site are not normally covered by the warranty, but can be negotiated if the visit demonstrates that the initial field service was unsuccessful. The provisions of this warranty constitute any other warranty, express or implied, written or oral, including implied warranties of merchantability or fitness for a particular purpose or of title or non-infringement. Except in cases of bodily injury, the liability of Half Moon (owned by Half Moon Paris LLC) inherent in the sale or making available of products and their use or disposal, whether based on warranty, contract, tort, or otherwise, n will not exceed the actual purchase price paid to Half Moon (owned by Half Moon Paris LLC) for the individual products. In no event shall Half Moon (owned by Half Moon Paris LLC), their customers or any person or entity be liable for special, incidental, indirect, multiple, administrative, or punitive damages (including but not limited to loss of profit, loss of data or loss of use) which results from the manufacture, sale or making available of products, even if Half Moon (owned by Half Moon Paris LLC) has been advised of the possibility such damage or loss.

  1. RETURN AUTHORIZATION

The customer must make warranty returns according to the following procedure: • The customer must notify Half Moon (owned by Half Moon Paris LLC) of any defective product during the warranty period and request a return authorization number • The customer must return the defective product(s) to the Customer Service indicated below. Shipping costs are the responsibility of the customer. Half Moon (owned by Half Moon Paris LLC) will cover the return shipping costs to the customer. • Half Moon (owned by Half Moon Paris LLC) will inform the customer of the decision whether the defective item will be repaired or replaced as well as the expected shipping date. • At the customer's request, Half Moon (owned by Half Moon Paris LLC) may choose to repair the defective product(s) on site at the customer's premises. In this case travel expenses, travel time and other related costs incurred by Half Moon (owned by Half Moon Paris LLC) personnel (labor costs for repair are excluded) must be paid by the customer. Half Moon Customer Service Center (owned by Half Moon Paris LLC)

  1. CANCELLATION POLICY AND RESTOCKING FEES

For equipment already sent and invoiced, a 35% restocking fee will be applied to all items within one (1) year of the date of shipment and in new condition. For all orders canceled by the Buyer for equipment requiring approval drawings, a cancellation fee of 10% of the order will be charged once drawings are sent and 100% of the order upon release for manufacturing 

  1. DISCLAIMER OF LIABILITY

Each party (indemining party) undertakes to release the liability of the other party (indemining party) and to protect it against any claim, judgment, all costs and expenses including attorneys' fees in connection with the infringement, design, copyright or trademarks in the event that the infringing goods were manufactured, sold, or used entirely or partially according to the specifications, drawings or other technical data of the infringing party. In the event that employees or agents of one party enter the operation of which the other party is the owner or administrator, the latter undertakes to release the liability of the other party, their office members , directors, and employees for damages caused by employees or agents of the first to exploitation or bodily injury or death. The Seller cannot be held responsible for bodily injury or material damage which is not caused exclusively by its own negligence or omission. The Buyer undertakes to the fullest extent permitted by law to indemnify and hold harmless the Seller in the event of any claim/action against the Seller caused wholly or in part by the Buyer or by the negligence of the Seller. a third. 

  1. LIMITATION OF LIABILITY

Notwithstanding any other provision of this Agreement, under no circumstances will either party be liable for any indirect, special, incidental, multiple, administrative or punitive damages, or any consequential damages arising out of or relating to with its performance under this Agreement, whether based on breach of agreement, warranty, or negligence, whether based on tort, contract, civil law, or other theories of liability, including strict liability, even if the parties were informed in advance of the possibility of such damages. Seller's entire liability, including but not limited to liability to defend and hold harmless, shall not exceed the amount paid, for the single product in question, to Seller for Buyer's order and that -this undertakes to release the Seller from liability for any excess amount. To the extent that this limitation of liability conflicts with any other provision(s) of this Agreement, such provision(s) shall be deemed modified so as to make them consistent with this clause. 

  1. CONFIDENTIALITY
  • All emails are private in nature and contain PRIVILEGED AND CONFIDENTIAL INFORMATION not intended for the public and reserved for the sole use of the recipient. The dissemination, unauthorized use, distribution or reproduction of their contents and/or attachments is strictly prohibited. • The CONTRACTOR shall not disclose or permit disclosure to any third party a) of the COMPANY'S CONFIDENTIAL INFORMATION without the prior written consent of the COMPANY and shall use such CONFIDENTIAL INFORMATION only in connection with the performance of the CONTRACT. • Upon request from COMPANY, CONTRACTOR shall promptly deliver any CONFIDENTIAL INFORMATION and b) delete it from electronic storage, and delete or destroy any extract or analysis that reflects any CONFIDENTIAL INFORMATION. • Except where the obligation is expressly stipulated elsewhere in the CONTRACT or through a separate agreement, c) the GROUP OF COMPANIES has no obligation of non-disclosure or non-use of the information provided by the CONTRACTOR or any other member of the GROUP OF CONTRACTORS. • The CONTRACTOR must obtain written approval from the COMPANY before proceeding with d) any external communication in relation to the CONTRACT, the disclosure of business relationships or the use of the COMPANY's trademarks. 
  1. NON-SOLICITATION

: Neither party may hire a staff member of the other party who directly participates in the execution of the services or deliverables during the term of the agreement and for one (1) year thereafter, nor solicit their services or offer him a job. 

  1. ARBITRATION AND LAW

Any dispute arising with respect to these Conditions of Sale or the Buyer's Order which cannot be resolved amicably by the parties will be submitted to arbitration in Montreal, Quebec, Canada. This arbitration is subject to the laws in force in the Civil Code of Quebec. The arbitral award may be entered in any court of competent jurisdiction. The arbitration award is subject to Section 17, Limitation of Liability. The laws of the Civil Code of Quebec determine the interpretation and execution of these Conditions of Sale and the Buyer's order. 

  1. ASSIGNMENT

Buyer may not assign or transfer this agreement or an order in whole or in part without the prior written consent of Seller. 

  1. INAPPLICABLE CLAUSES If one or more of the clauses of these conditions of sale is deemed invalid, it alone will be removed from these Conditions of Sale without affecting the validity of the entire document. The invalid clause will be replaced by a clause which will legally enforce the intention of the Parties underlying the invalid or unenforceable provision. 
  2. SURVIVAL

 The following articles will survive the termination or expiration of these conditions of sale or any order whatsoever: 1: Definitions; 4: Credit Approval and Payment; 5: Payment Terms & Delivery Terms 7: Taxes; 8: Shipping methods and risks of loss; 9: Tools; 11: Inspection and Testing; 12: Shipping Schedule and Force Majeure; 13: Termination for Convenience; 14: Termination for default; 16: Limited Warranty; 19: Release of liability; 20: Limitation of liability; 21: Arbitration and law; 22: Surrender; 23: Inapplicable clauses; and 24: Survival. 

  1. ENTIRE AGREEMENT; AMENDMENT

This document is the sole arrangement between the Parties, and it supersedes any previous or additional agreements, arrangements and draft documents. Amendments or modifications may be made to this document only by written agreement of authorized representatives of both Parties.