General Terms and Conditions

Acceptance

By doing business with Expert Sécurité Maritime (ESM), you agree to these general terms and conditions in their entirety and waive the right to invoke your own purchasing or service conditions.

ESM reserves the right to modify these general terms and conditions without prior notice.

Certification

The certification of any equipment is valid for a period of twelve (12) months.

ESM shall not be held responsible for any breakage, malfunction, or deterioration of certified equipment resulting from excessive, improper, or unreasonable use.

Invoicing and Payment

Sales

Unless otherwise agreed, the client must pay a 50% deposit at the time of ordering any product or equipment. The remaining 50% is payable upon receipt of the goods.

Service

Payment is due within thirty (30) days net from the date of invoicing. ESM reserves the right to retain any goods or equipment belonging to the client until full payment has been received.

Service billing is based on the certification rate, materials used, and time required. The cost of certification may vary. If an estimate or quotation has been issued by ESM, the indicated price remains subject to adjustment based on the actual work and materials required.

In the event of non-payment or delay in payment, interest of 2% per month (24% per year) will be applied to any outstanding balance.

Delivery

Any delivery date indicated on a quotation, invoice, or any other document is provided for reference purposes only. ESM shall not be held responsible for any change between the estimated delivery date and the actual delivery date.

Commissioning

The commissioning and installation of products and equipment is not the responsibility of ESM, unless expressly agreed in writing between the parties.

Storage

In the case of storage agreed upon between the parties, the client remains fully responsible at all times for any loss or damage to their equipment while it is stored on ESM’s premises. The client is responsible for obtaining and maintaining appropriate insurance coverage.

Transfer of Ownership

ESM shall at all times remain the sole and exclusive owner of all goods sold and delivered to the client until all amounts due have been paid in full to ESM and received by it. Notwithstanding the foregoing, the client expressly acknowledges that the risk of loss or damage to said goods is transferred to the client upon shipment or as soon as the goods are made available to the client, whichever occurs first.

As long as the price of the goods has not been paid in full and ownership has not been transferred, the client may not pledge the goods or encumber them with any other security interests. The client is not authorized to resell the delivered goods or incorporate them into their own installations or those of a third party prior to the transfer of ownership, unless prior written authorization has been expressly granted by ESM.

Transfer of Risk

For sales, the transfer of risk occurs as soon as the equipment is ready for pickup, when the client takes possession of the goods, or, if delivery is made directly through the client’s account with a carrier, as soon as the goods are shipped — whichever occurs first.

For services, the transfer of risk occurs as soon as ESM informs the client that the equipment is available, or when the client takes possession of the equipment, whichever occurs first.

Accuracy of Information

Although ESM strives to present its products online as accurately as possible, the colours displayed on screen may differ slightly from reality.

Product Substitution

In the event that an ordered item is unavailable, ESM reserves the right to replace it with an item of equivalent characteristics, subject to the client’s approval.

Product Country of Origin

ESM is not the manufacturer of the products sold and has no control over their country of origin. The indicated country of manufacture corresponds to where the majority of batches are produced, based on information provided by the manufacturer. In certain cases, the origin may vary depending on production, without affecting quality or compliance with standards.

ESM shall not be held responsible and provides no warranty if a product is found to be manufactured in a country different from that initially indicated by the manufacturer at the time of order.

Liability

The client is responsible for insuring their equipment against any risk of loss or damage that may occur between its delivery to ESM’s facility and its handover to the client. Furthermore, ESM shall not be held liable, in any manner, for any indirect damage or loss of profit. In the event of damage to equipment during repair, maintenance, inspection, certification, installation, commissioning, or transport, ESM’s liability shall under no circumstances exceed the replacement value of the equipment, to the exclusion of any other damages.

Neither party shall be held liable for any failure or delay in performing its obligations under the project and/or related purchase order if such failure or delay results from a case of force majeure.

Except in cases of gross negligence or willful misconduct, ESM shall not be held liable for any damage that may occur to a vessel or its equipment while an employee, agent, officer, or other representative is on board to carry out an inspection or commissioning.

No Waiver

The fact that either party has not insisted on the full performance of any commitment or obligation contained herein, or has not exercised any of its rights conferred under these terms, shall not be construed as a waiver of that right or of the full performance of such commitment or obligation.

Guarantees

All sales are final: no returns or exchanges are accepted, except as provided below.

Upon receipt of the goods, the client must check their conformity. The client is required to notify ESM in writing of any breakage or defect within forty-eight (48) hours of receiving the goods; otherwise, the goods will be deemed accepted as is. If a defect is reported within the prescribed period, the client may be eligible for an exchange upon presentation of proof of purchase.

ESM will honour any applicable warranties offered by the manufacturers.

For services, ESM guarantees its work for a period of one (1) month following the repair or completion of the work. The client must notify ESM of any defect identified within this period.

Jurisdiction

These General Terms and Conditions are governed by the laws in force in the Province of Quebec. Any dispute arising from this agreement that cannot be resolved amicably, including following the intervention of a mediator or arbitrator, shall be submitted exclusively to the courts of the judicial district of Quebec, Canada, to the exclusion of any other court.