The following general terms and conditions are effective May 14 2024

Article 1: Conclusion of the contract

Unless otherwise agreed in writing by DUO CANADA, the following terms and conditions shall govern the relationship between 9011-6229 Québec Inc. hereinafter referred to as DUO CANADA and the CUSTOMER, who declares that he has read and accepted them. In the event of contradiction with the terms and conditions of purchase of a CUSTOMER, it is agreed that the present terms and conditions shall prevail, and more generally, over any particular document specific to the CUSTOMER, unless DUO CANADA has accepted it in advance in writing.

DUO CANADA's failure at any time to enforce any of these terms and conditions of sale shall not be construed as a waiver of any subsequent enforcement of such terms and conditions. Any writing provided for herein may be transmitted by any technological means unless expressly provided otherwise.

Article 2: Order taking and modification

a.DUO CANADA is not bound by orders placed by its representatives or employees unless it accepts the customer's purchase order in writing.

b.Any modification or cancellation of an order requested by the CUSTOMER can only be taken into consideration if it is received in writing before the products go into production. For products in the "Hline" range, which require the creation of a production document (also known as a "guide"), any modification of the said production document requested by the CLIENT will result in a modification of the order and will be invoiced at a flat rate defined in the service schedule for a new guide. At the time of the modification or resolution, everything that has already been produced by DUO CANADA will be invoiced to the CLIENT by DUO CANADA.

c.DUO CANADA reserves the right to refuse an order if it is unable to produce or deliver it within the time requested.

d.No cancellations will be accepted if the material is on press or already printed. The entire project must be paid for by the customer.

Article 3: Price

Our products are invoiced in accordance with the prices in force on the day the contract is concluded. Prices are net, excluding taxes. Any tax, duty or other charge payable in application of Canadian regulations, or those of an importing country, shall be borne by the CLIENT. Prices are subject to change without notice.

Article 4: Responsability of the client – visual supplies

a.The CUSTOMER is solely responsible for the content and accuracy of files sent to DUO CANADA for printing. It is therefore the responsibility of the CUSTOMER to ensure that he owns the reproduction rights to all elements (photos, logos, images, fonts, etc.) included in the files he provides to DUO CANADA for printing. The CUSTOMER assumes full responsibility for any damage caused to third parties by the use of elements protected by intellectual property and will hold DUO CANADA harmless from any claim in this regard.

b.The CLIENT responsible for supplying the files for printing acknowledges and expressly declares that he/she is a graphic arts professional, capable of understanding and applying the instructions given in DUO CANADA's technical recommendations.

c.DUO CANADA may be required to make certain technical modifications it deems necessary to the files supplied by the CUSTOMER in the event of non-compliance with technical recommendations (formatting, deletion of mounting marks, lost backgrounds, conversion of Pantone colors to CMYK, etc.) transmitted to the CUSTOMER by DUO CANADA to the exclusion of any author's correction (by author's correction is meant any modification of the composition) for which the CUSTOMER is required to provide DUO CANADA with a new file. These modifications will be invoiced according to the current service schedule.

d.The CUSTOMER acknowledges that the colors printed on the visual may differ from those appearing on a computer screen or paper printout. An electronic proof (E-PROOF) is submitted to the CUSTOMER for each file to be printed (with the exception of trouble-shooting orders, see article 5): it is therefore the CUSTOMER's responsibility to validate or modify it before the order goes into production. Any error in the printed visual is the responsibility of the CLIENT. DUO CANADA cannot be held responsible for any errors in the file transmitted, including in the case of an order for repair service at the request of the CUSTOMER, for which the E-PROOF is submitted to the CUSTOMER for information purposes only.

Article 5: Production and delivery

a.Manufacturing lead times are communicated by DUO CANADA to the CLIENT for each order, and depend on the solutions ordered, their quantity and dimensions. These lead times must be accepted by the CLIENT at the beginning of the order. If the files referred to in article 4 of these general terms and conditions of sale are not delivered by the CLIENT within the deadlines specified in point b. below and the CLIENT does not wish to modify the shipping date, an amendment to the order will be concluded between the CLIENT and DUO CANADA.

b.For standard and priority orders, the starting point for manufacturing lead times is the written validation of the electronic proofs (E-PROOF) of the complete order by the CUSTOMER. Manufacturing lead times for priority orders are one day shorter than for standard orders. In the case of a repair service order, the delivery lead time begins when the CLIENT provides DUO CANADA with all conforming files. No EPROOF will be issued to the CLIENT. Delivery times for orders placed on a repair service basis are two days or more shorter than standard delivery times. Production lead times are made available to the CLIENT and communicated by DUO CANADA at all times.

c.Delivery is made either by direct handover of the product to the CUSTOMER, or by simple written notice of availability, or by delivery to a shipper or carrier at DUO CANADA's premises (or warehouses), as defined in the special conditions of contract.

d.Goods are deemed to be sold ex DUO CANADA's warehouse. Goods, even if sold with delivery, travel at the CUSTOMER's risk. In the event of damage or missing items, it is the CLIENT's responsibility to make all necessary observations and to confirm his reservations in writing to the carrier (by placing reservations on the merchandise before signing the delivery slip) and to notify DUO CANADA within three (3) working days following receipt of the merchandise. In the case of delivery on behalf of the CUSTOMER or organized by the CUSTOMER, the CUSTOMER is responsible for the loss of recourse against the carrier, and DUO CANADA will not in any case compensate the CUSTOMER for damage resulting from transport.

e.Delivery times are indicative only and are not guaranteed by DUO CANADA. Standard delivery times are available on request from DUO CANADA. Delays due to transport do not justify the cancellation of the order or contract, nor the payment of compensation.

f.When a delivery is made by a third party (transportation company), DUO CANADA is no longer responsible for the delivery time and the condition of the merchandise received and/or lost after its departure. DUO CANADA may undertake tracing procedures to locate the package in the event of late delivery.

g.If the order is intended for export, the customer is responsible for obtaining information from the legal authorities concerning the conditions of entry of goods, customs formalities and specific prohibitions that may apply to the products ordered. DUO CANADA cannot be held responsible if the customer does not comply with the legislation of the country of destination of the goods.

Article 6: Claim conditions

a.Complaints concerning the conformity of the goods will only be accepted in writing within eight (8) working days of receipt of the goods. After this period, the goods are deemed to have been accepted without reservation by the CLIENT. It is the responsibility of the CLIENT to provide any justification as to the reality of the defects or anomalies noted. The CUSTOMER must allow DUO CANADA every opportunity to ascertain and remedy such defects. The Customer shall refrain from intervening himself or having a third party intervene for this purpose. In the event of a defect or error recognized by DUO CANADA, the latter's liability shall be limited to the replacement of goods not in conformity with the order, to the exclusion of any other indemnity, penalty or damages.

b.DUO CANADA shall not be held liable for its delay or failure to perform any of its obligations under this contract if such delay or failure is the direct or indirect result of an event of force majeure, such as, but not limited to the occurrence of a natural disaster (earthquake, storm, fire, flood, etc...), an armed conflict (war, civil commotion, etc...), a labor dispute, an imperative injunction from the public authorities duly issued by the competent authorities (import ban... ), a disruption to transport and/or the supply of materials, a stock shortage, a shortage of manpower, or an operating accident (machine breakdown, explosion, etc.); i.e. the occurrence of an event which DUO CANADA could not have foreseen, which is beyond its control and which it will be unable to overcome despite its diligence and efforts to resist it.

In the event of the occurrence of such an event, DUO CANADA shall be released from the affected obligation for the duration of the event in question. DUO CANADA shall be obliged to inform the other party of such event by any means within eight days of its occurrence, and to perform the obligation which it has been prevented from performing as soon as the event in question has ended.

If the duration of the impediment exceeds 15 consecutive days, the parties shall consult each other to examine in good faith whether the present contract should be continued or terminated.

Notwithstanding the existence of a case of force majeure, it is expressly agreed between the parties that, in any event, any advance payments made and the payment of services whose execution was initiated by DUO CANADA before the existence of the case of force majeure was brought to its attention by the customer, will remain acquired and may give rise to invoicing to be paid by the customer.

c.Our products carry a one-year warranty against manufacturing defects. This warranty does not cover damage caused by wear, neglect or misuse of the product. If you discover a problem with a product found to be defective, DUO CANADA will repair or provide a replacement within one year from the date of purchase. All warranty repairs and/or replacements of defective products are subject to review by DUO CANADA. Products with altered hardware or improperly installed graphics will render the warranty null and void. After evaluation, if DUO CANADA determines that problems with a returned product are not the result of a manufacturer's defect in material or workmanship, an estimate for repair or replacement of the damaged item will be provided.

Article 7: Payment conditions

a.Unless otherwise agreed, our goods are invoiced on the day of shipment. The date of shipment is deemed to be the day on which the goods leave DUO CANADA's premises.

b.Our terms of payment are deemed accepted at the time of order. Non-compliance with a due date may result in suspension of the execution and delivery of all orders in progress, of due dates for unpaid terms and blocking of the CUSTOMER's account.

c.All first orders are payable prior to production launch. Thereafter, the CLIENT may apply to open an account. DUO CANADA reserves the right to refuse to open an account or to cancel an account without prior notice.

d.Subject to acceptance of the account opening, the maximum period for payment of amounts due will be thirty (30) days from the date of issue of the invoice. At the time of ordering, DUO CANADA reserves the right to request payment terms from the CLIENT that are shorter than these maximum terms. For all orders over five thousand (5,000) dollars (excluding taxes), a deposit of 50% of the total amount will be required at the time of order before production begins.

For any material ordered in a special size, a deposit of 50% of the total amount of the order will be required at the time the order is placed. The balance will be paid according to the usual terms of payment granted to the CUSTOMER. For all orders placed for priority or breakdown service, charges will be billed to the CLIENT in accordance with the current service schedule.

e.Any unpaid balance after the 30-day period will bear interest at the rate of 15% per annum, plus a flat-rate penalty of sixty (60) dollars for collection costs. Furthermore, if the customer's account must be entrusted to a lawyer for collection, the CLIENT will be liable for a penalty of fifteen percent (15%) in addition to the amounts payable.

g.In the event of rejection of payment by the CLIENT's bank, DUO CANADA will charge the CLIENT twenty-five (25) dollars (exclusive of taxes) as an administration fee. Only DUO CANADA's financial management is able to make the decision to release a CLIENT account, and only subject to payment in full of the amounts owed by the CLIENT to DUO CANADA. In addition, the terms of payment granted to the CLIENT will automatically change to payment on order.

Article 8: Resolutory clause

The contract will be terminated by operation of law and without intervention of the court in the event of non-performance by the CLIENT of any of its obligations under the contract. Termination will take effect seven (7) days after DUO CANADA has sent formal notice to the CLIENT to perform.

This formal notice will be sent by registered mail with acknowledgement of receipt and will recall the resolution attached to the failure to perform within seven days of its date of dispatch. DUO CANADA may at any time waive such termination by operation of law in order to pursue the compulsory execution of the contract or for any other purpose.

The rescission will apply not only to the order in question but also to all previous unpaid orders, whether delivered, in the course of delivery or awaiting delivery, and whether or not payment is due.

Article 9: Reservation of ownership clause

a.DUO CANADA retains ownership of the goods supplied until the last day of full payment, it being understood that for the purposes of this clause, only the actual cashing of cheques and bills of exchange shall constitute payment. The submission of a bill of exchange or other form of payment creating an obligation to pay does not constitute payment.

Notwithstanding the preceding paragraph, the risk of loss or deterioration of goods supplied by DUO CANADA shall pass to the CLIENT on the day of delivery.

b.In the event of de facto or de jure cessation of payment, as well as in the event that the CUSTOMER leaves unpaid, in whole or in part, a single due date, the CUSTOMER formally refrains from continuing to use or sell the goods, the ownership of which is reserved to DUO CANADA.

c.In the event that the CUSTOMER leaves unpaid, in whole or in part, a due date, DUO CANADA, without losing any of its rights, may demand the return of all goods of which it has reserved ownership, whether the goods are the subject of the present invoice or goods which have been the subject of other invoices under any of the CUSTOMER's orders.

d.Payments made by the CUSTOMER, regardless of how the CUSTOMER may subsequently allocate them and even if their amount corresponds exactly to one of the invoices, will be allocated in priority, for the application of this clause, to those of DUO CANADA's invoices that correspond to goods that have been used or resold.

e.In the event of resale of the goods, subject to retention of title with payment in advance, the CLIENT assigns and transfers to DUO CANADA the claim it has on the sub-purchaser and shall bear the cost of notification.

Article 10: Supplier liability - Commercial warranty

a.The supplier may only be held liable for material damage for which it is directly responsible, to the exclusion of any indirect and/or intangible damage, such as, but not limited to, operating loss, loss of credit, loss of image, and without any joint or several liability with third parties who have contributed to the damage.

b.Commercial warranty

In addition to the legal warranties, DUO CANADA offers the CUSTOMER commercial warranties as defined in the document "DUO CANADA Commercial Warranty" attached to these general terms and conditions of sale.

Article 11: Guarantee or settlement requirement

Any deterioration in the CUSTOMER's credit rating may justify the requirement of a guarantee or cash payment, prior to the execution of orders received.

Article 12: Partial nullity - Waiver

Should any provision of these General Terms and Conditions of Sale prove to be invalid or unenforceable, the validity of the remaining provisions and their enforceability shall not in any way be affected or impaired. DUO CANADA's failure at any time to enforce any provision of these General Terms and Conditions of Sale shall not constitute a waiver of its right to enforce such provision at a later time.

Article 13: Intellectual property

All content is protected against unauthorized use, copying, distribution and dissemination by Canadian copyright law, trademark law, international conventions and other intellectual property laws. All rights reserved. You may not use our copyrighted information without the written consent of DUO CANADA.

Article 14: Applicable law - Settlement of disputes - Jurisdiction

a.This contract is governed by the laws in force in the province of Quebec. Any dispute arising out of the interpretation or execution of the contract shall be submitted to the jurisdiction of the court having jurisdiction in the district of Montreal.

b.Any dispute concerning the interpretation and/or execution of the present contract will be subject to a prior attempt at amicable settlement.

Privacy policy

Thank you for visiting DUO CANADA's Website and reviewing our Privacy Policy (hereinafter "Policy").

By browsing our website or using our systems or services, you acknowledge that you have read and understood the Policy and consent to the processing of your personal data and information in accordance with the Policy, where applicable.

Goals of the privacy policy:

Privacy and the protection of personal information are important to us, and this Policy is designed to protect your personal information in accordance with applicable laws.

To ensure this protection, DUO CANADA will only collect, process and share personally identifiable information with the consent of the individual, unless permitted or required by law, in which case your consent will not be required.

The purpose of this Policy is to inform users of why and how DUO CANADA, or anyone acting on its behalf, will collect and use their personal information. It is intended to be in plain language to ensure informed consent.

For the purposes of this Policy, "personal information" means information about an identifiable individual or information that allows an individual to be identified.

Effective date

This Policy applies from May 14, 2024.

Consent procedures

We are committed to obtaining consent prior to collecting personal information from an individual. Consent may be express or implied and may be provided directly by the individual or by his or her authorized representative.

We prefer to obtain express consent, whether verbally, electronically or in writing. However, implied consent may be reasonably inferred from a person's action or inaction.

Objectives of data collection

Information is collected in accordance with the purposes and objectives set out in this privacy policy.

To provide products and services, to ensure and improve these products and services, to offer personalized products and services.

To protect the privacy of our users. The data collected allows us to verify the identity and protect the privacy of persons who communicate with us by telephone, electronically or otherwise.

To meet legal obligations. Data is collected to meet obligations arising from laws, regulations or international treaties.

Personal information collected

DUO CANADA may collect personal information in various forms, but will only do so by lawful means and only for the necessary purposes disclosed to you, as described in this Policy, or as permitted or required by law.

Any information collected on this site will not be sold or shared with third parties.

You may request to be removed from our e-mail lists or to have access to your personal information at any time by contacting the following e-mail address: salescanada@duodisplay.com

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