General Terms and Conditions of Sale and Services — Soremag Inc.
Effective date: June 2026
These general terms and conditions of sale and services apply to every quote, order, sale, manufacturing, refurbishment, repair, modification, inspection, technical analysis, delivery or provision of services carried out by Soremag Inc. (“Soremag” or the “Seller”), unless otherwise agreed in writing and signed by a duly authorized representative of Soremag.
Soremag Inc. is a Quebec company specializing in particular in industrial rubber and polyurethane solutions, including the covering and refurbishment of rollers and wheels, the manufacture of cast polyurethane parts, precision grinding, grooving, bearing journal repair, application analysis and the associated technical services.
These conditions are intended primarily for commercial transactions between businesses. Where a customer acts as a consumer within the meaning of the applicable laws, certain rules of public order (ordre public) may prevail over these conditions.
1. Definitions
“Buyer” or “Customer” means any person, business, corporation, organization or entity that requests a quote, places an order, purchases a product or retains the services of Soremag.
“Products” means, in particular, rollers, wheels, molded parts, covered parts, repaired or refurbished components, rubber covers, polyurethane covers, custom molded parts, machined parts, ground parts, grooved parts, mandrels, cores, substrates, inserts, prototypes and any other goods supplied or processed by Soremag.
“Work” means, collectively, the Products and Services supplied by Soremag.
“Quote” means any written offer issued by Soremag with respect to Products or Services.
2. Acceptance of Orders
Every order submitted to Soremag is subject to Soremag's written or implied acceptance. Soremag may accept, refuse or cancel an order, in whole or in part, in particular if the information provided is incomplete, if the Customer's credit terms are not satisfactory, if the required materials are not available, or if the requested work involves a technical or commercial risk deemed excessive.
Soremag's acceptance of an order is expressly conditional upon the Customer's acceptance of these general terms and conditions. Any term appearing on a Purchase Order, form, procurement portal, email or other Customer document that is inconsistent with these conditions is deemed rejected, unless expressly accepted in writing by Soremag.
No modification to these conditions is valid unless it is made in writing and signed by an authorized representative of Soremag.
3. Entire Agreement
These conditions, the accepted quote, the approved drawings, the confirmed technical specifications, the accepted Purchase Orders and any document expressly incorporated in writing constitute the entire agreement between the parties with respect to the Work concerned.
In the event of a conflict between the documents, the order of precedence is as follows, unless otherwise indicated in writing: (1) a specific written agreement signed by Soremag; (2) Soremag's official quote; (3) drawings, plans or specifications approved by Soremag; (4) these general conditions; (5) the Customer's Purchase Order, only to the extent that it does not contradict the preceding documents.
4. Quotes, Prices and Validity
Unless otherwise indicated in writing, every Soremag quote is valid for a period of thirty (30) days from its date of issue.
The prices indicated are subject to revision if, before the Work is performed, there occurs a significant increase in the cost of raw materials, labor, transportation, energy, supplies, subcontractors, exchange rates, duties, taxes or any other factor beyond Soremag's reasonable control.
Prices are established based on the information available at the time of the quote. Any change to the drawings, dimensions, tolerances, volumes, materials, hardnesses, finishes, grooves, substrates, mandrels, operating conditions, lead times or technical requirements may result in an adjustment to price, to lead time or to feasibility.
Unless otherwise indicated, prices do not include applicable taxes, shipping charges, special packaging, insurance, customs charges, brokerage fees, special handling charges, storage charges, outside inspections, outside laboratory testing, special certificates, detailed reports, on-site visits or services outside the initial scope.
5. Taxes, Duties and Charges
All applicable taxes, including the GST, the QST, the sales taxes of other provinces, customs duties, import charges, brokerage fees, regulatory fees or other applicable government charges, are the Customer's responsibility, unless otherwise indicated in writing.
If Soremag must pay or collect such amounts in connection with the Work, the Customer shall reimburse them or pay them to Soremag on demand.
6. Payment Terms
Unless otherwise indicated in writing, Soremag's invoices are payable net thirty (30) days from the invoice date.
Soremag may require a deposit, a progress payment, payment before delivery, a valid credit card, a payment guarantee or any other credit condition deemed necessary, in particular for new customers, rush orders, special orders, custom parts, non-returnable raw materials, high-risk work or customers with an unsatisfactory payment history.
Any amount unpaid when due may bear interest at the rate indicated on the invoice or the quote. In the absence of such an indication, Soremag reserves the right to apply administration charges that are reasonable and in compliance with the applicable laws.
The Customer shall reimburse Soremag for all reasonable costs incurred for the collection of amounts owed, including administrative charges, collection costs, judicial costs and reasonable professional fees, to the extent permitted by law.
Soremag may suspend any order, delivery, production, repair, refurbishment or provision of service if the Customer is in default of payment or if Soremag has reasonable grounds to believe that the Customer's solvency is compromised.
7. Fees for Payment by Card or Electronic Platform
Where permitted by the applicable laws and disclosed to the Customer beforehand, Soremag may apply administrative or processing fees for certain methods of payment, in particular payments by credit card or electronic platform.
No such fees will be applied if they are prohibited by an applicable law or not disclosed to the Customer where disclosure is required.
8. Production and Delivery Lead Times
The production, repair, refurbishment, service or delivery lead times provided by Soremag are estimates made in good faith, unless otherwise committed in writing.
Lead times may vary depending in particular on the availability of materials, the receipt of the Customer's parts, the quality of the information provided, the actual condition of the substrates, shafts or parts to be repaired, inspection results, required testing, production priorities, the lead times of suppliers and subcontractors, transportation, operational emergencies or any event beyond Soremag's reasonable control.
Soremag will make reasonable efforts to meet the estimated lead times, but will not be liable for losses, penalties, production downtime, lost profits, loss of use or indirect damages arising from a delay, unless a specific written agreement expressly provides for such liability.
9. Delivery, Transportation and Transfer of Risk
Unless otherwise indicated in writing, delivery is made at Soremag's facility or in accordance with the terms indicated in the quote.
Where transportation is arranged by Soremag at the Customer's request, Soremag acts as a logistics facilitator, unless otherwise indicated. Transportation, special packaging, insurance and handling charges are the Customer's responsibility.
The risk of loss or damage transfers to the Customer at the time the Products are handed over to the carrier, to the Customer or to its representative, or are made available for pickup, whichever occurs first, unless a mandatory provision or a written agreement provides otherwise.
Soremag is not liable for damage, loss, delay or shortage occurring during transportation, unless such damage results directly from a proven fault of Soremag. The Customer is responsible for inspecting the Products on receipt and for filing any claim with the carrier within the required time limits.
10. Storage and Unclaimed Parts
Where the Products are ready for pickup or delivery and the Customer delays taking possession of them, Soremag may invoice reasonable storage, handling, insurance or administration charges.
If the Customer does not retrieve its Products, substrates, cores, parts, molds, inserts or entrusted goods within ninety (90) days following a written notice from Soremag, Soremag may, subject to the applicable laws, consider such goods abandoned and take the appropriate measures, including storage at the Customer's expense, disposal, recycling or sale to offset the amounts owed.
11. Customer Information, Drawings and Specifications
The Customer is responsible for providing Soremag with complete, accurate and up-to-date information, including in particular: drawings, plans, dimensions and tolerances; type of application; operating environment; load, speed, pressure, temperature and duration of use; chemical exposure, solvents, oils, water, abrasives, dust or contaminants; adhesion or non-stick requirements; food, pharmaceutical or regulatory requirements; cleaning conditions; mechanical stresses; failure history; type of substrate, core, insert or mandrel; hardness, finish, geometry, grooving, balancing or color requirements; volume required and production urgency.
Soremag is not liable for any defect, breakage, incompatibility or poor performance arising from information that is incomplete, inaccurate, undisclosed or modified after the quote.
Where the Customer imposes a drawing, a material, a formulation, a hardness, a geometry, a tolerance, a supplier, a method or a specification, the Customer remains responsible for the suitability of that specification for its application.
12. Technical Analysis and Recommendations
Soremag may make technical recommendations based on the available information, its experience, the data provided by the Customer, the observations made on the parts, the tests performed, supplier information and the application conditions communicated to it.
Every technical recommendation is provided in good faith, but does not constitute an absolute warranty of performance, of service life, of compatibility or of result, since actual operating conditions may vary and generally remain under the Customer's control.
The Customer remains responsible for validating that the Product or the Service is suitable for its particular application, in particular through testing, inspections, internal validations or technical approvals before use in critical production.
13. Customer-Supplied Parts, Cores, Mandrels and Substrates
Where the Customer supplies a part, a core, a mandrel, an insert, a substrate or any other item intended to be repaired, covered, modified or used in the Work, the Customer warrants that it has the right to dispose of it and that this item is adequate for the requested Work.
Soremag may inspect the part received and refuse, suspend or modify the Work if the part exhibits defects, damage, cracks, corrosion, excessive wear, contamination, distortion, imbalance, poor preparation, non-conforming dimensions or any other condition that could compromise the quality, the adhesion, the safety or the feasibility of the Work.
The additional costs related to the preparation, repair, cleaning, stripping, machining, correction, replacement, inspection or subcontracting required because of the actual condition of the part are the Customer's responsibility.
Soremag is not liable for defects, breakage, distortion, loss of performance or limitations arising from the condition of the core, mandrel, substrate or part supplied by the Customer.
The Customer acknowledges that certain parts — in particular parts that are worn, weakened or made of brittle materials such as fiber or graphite — may break, crack, distort or burst during handling, machining, stripping, precision grinding, covering or curing, including when they are mounted or processed on Soremag's equipment. These risks are inherent in the processing of parts supplied by the Customer and remain the Customer's responsibility. By way of example, a roller to be resurfaced that breaks on Soremag's equipment, a fiber roller that bursts during curing, or a graphite roller that breaks during covering, are not covered by Soremag and remain the Customer's responsibility.
In particular, where the Customer entrusts a part to be
covered
, to be
refurbished
or to be
newly covered on its own mandrel
, Soremag
cannot be held liable for the breakage of that part
. The risk related to the refurbishment or the covering on a mandrel or a part supplied by the Customer is
entirely assumed by the Customer
, and
no claim will be accepted
in this regard.
14. Materials, Formulation, Hardness, Color and Tolerances
The materials, formulations, hardnesses, colors, finishes, dimensions, grooves and tolerances are supplied according to Soremag's standards, industry practices, the applicable manufacturing capabilities and the specifications accepted in writing.
Reasonable variations may occur in polymer materials, in particular because of the nature of the elastomers, the methods of molding, casting, curing, grinding, bonding and measurement, aging, environmental conditions or raw material lots.
Unless a specific written commitment is given, any indication of service life, chemical resistance, abrasion resistance, performance, adhesion, coefficient of friction or in-service behavior constitutes an estimate or technical guidance, and not an absolute warranty.
15. Inspection and Acceptance of the Products
The Customer must inspect the Products or Work as soon as they are received.
Any claim relating to apparent damage, a shortage, a quantity error, a delivery error, an apparent defect or an apparent non-conformity must be submitted in writing to Soremag within a maximum of ten (10) business days following receipt.
Any claim relating to a non-apparent defect must be submitted in writing to Soremag as soon as it is discovered, with the relevant details, photos, operating conditions, installation date, duration of use, operating parameters and any information reasonably required to analyze the situation.
Failure to submit a claim within a reasonable time may limit or compromise the Customer's remedies, to the extent permitted by law.
16. Returns
No Product may be returned without Soremag's prior written authorization.
Products that are custom manufactured, covered, modified, ground, grooved, repaired, molded or adapted to the Customer's needs are generally not returnable, except in the case of a defect acknowledged by Soremag or an applicable legal obligation.
Any authorized return must be made in accordance with Soremag's instructions, at the Customer's expense, unless Soremag decides otherwise.
17. Limited Warranty
Subject to the applicable laws, Soremag warrants that the Work will be performed in a professional manner, according to reasonable industry standards and according to the specifications accepted in writing by Soremag.
This warranty is a limited warranty covering only manufacturing defects attributable to Soremag. It does not constitute a warranty of performance, of output, of service life, of productivity, of production rate or of result in service. Soremag does not warrant that a Product will achieve a particular service life or a particular behavior in use, as these results depend on factors beyond Soremag's control, in particular the application, the installation, the operating conditions, the maintenance and the parts supplied by the Customer.
This warranty does not cover: normal wear; damage related to improper installation; damage related to improper use; undisclosed operating conditions; exposure to chemicals, solvents, oils, temperatures, abrasives or contaminants that were not communicated; overloads, misalignments, vibration, impacts or improper settings; damage during transportation; modifications made by the Customer or a third party; repairs performed without Soremag's authorization; defects related to the core, mandrel, insert, substrate or part supplied by the Customer; technical choices imposed by the Customer; experimental applications, prototypes or trials; inadequate storage conditions; damage arising from inadequate maintenance; defects resulting from incomplete or inaccurate information provided by the Customer.
Unless a specific written warranty applies, the Customer's sole remedy in the case of a defect acknowledged by Soremag is, at Soremag's option: (1) repair; (2) replacement; (3) redoing the Work; (4) the issuance of a partial or full credit applicable to the Product or Service concerned.
18. Disclaimer of Certain Warranties
To the extent permitted by the applicable laws, Soremag gives no express or implied warranty other than those provided herein or expressly confirmed in writing.
The Customer acknowledges that custom industrial Products are often designed for specific operating conditions and that their performance depends on many factors beyond Soremag's control.
No verbal information, recommendation, estimate, technical data, sample, preliminary test, on-site visit or exchange of emails constitutes an additional warranty, except upon express written confirmation from Soremag.
19. Limitation of Liability
To the extent permitted by the applicable laws, Soremag's total liability in connection with an order, a Product, a Service or the Work may not exceed the amount paid by the Customer to Soremag for the specific Product or Service giving rise to the claim.
Soremag will not be liable for indirect, incidental, special, punitive or consequential damages, including in particular: lost profits; lost production; loss of use; line stoppages; loss of contracts; loss of revenue; the Customer's labor costs; removal or installation costs; penalties imposed on the Customer by its own customers; emergency replacement costs; damage to other equipment; losses related to a business interruption.
This limitation applies regardless of the basis of the claim, whether contractual liability, extracontractual liability, warranty, negligence or otherwise, subject to the limits imposed by the applicable laws.
20. Indemnification by the Customer
The Customer undertakes to indemnify, defend and hold Soremag harmless against any claim, loss, liability, damage, cost, expense, judicial cost or professional fee arising directly or indirectly from: the specifications, plans, drawings or instructions provided by the Customer; the use of the Products in an undisclosed or inappropriate application; the installation, adjustment, maintenance or use of the Products by the Customer or a third party; the modification of the Products by the Customer or a third party; the Customer's violation of applicable laws, norms, regulations or standards; an accident, injury, property damage or production downtime related to the Customer's equipment; a claim by an end customer of the Customer; an alleged infringement of intellectual property rights resulting from drawings, plans, specifications or instructions provided by the Customer.
21. Health, Safety and Regulatory Compliance
The Customer remains responsible for the installation, the use, the maintenance and the safe integration of the Products into its equipment, production lines or processes.
The Customer is responsible for providing the guards, protective devices, procedures, training, lockout methods, safety data sheets, instructions and devices necessary for safe use of the Products.
Soremag is not responsible for the overall compliance of the Customer's equipment, machines, production lines, processes or facilities, unless a specific written commitment is given.
The Customer is responsible for complying with the laws, regulations, health and safety standards, industry standards, environmental requirements and regulatory obligations applicable to its business and to its industry.
22. Cancellation, Modification or Suspension of an Order
Any cancellation, modification, suspension or postponement of an order must be accepted in writing by Soremag.
For standard Products or Services, Soremag may accept a cancellation or modification depending on the stage of progress of the order.
For custom Products, special materials, specific formulations, rush work, parts already in production, parts already prepared, subcontracting already committed or work already performed, the Customer shall reimburse Soremag for all costs incurred, including materials, labor, reasonable overhead, subcontracting, losses, administrative charges and a reasonable margin.
23. Force Majeure
Soremag will not be liable for any failure, delay or impossibility of performance caused by an event beyond its reasonable control, including in particular: fire, flood, storm or natural disaster; war, conflict, act of terrorism or civil unrest; strike, lockout or labor dispute; pandemic, epidemic or public health emergency; major equipment failure; breakdown of a critical machine despite reasonable maintenance; delay or default of a supplier or subcontractor; raw material shortage; transportation interruption; energy interruption; cyber incident; government restriction; regulatory change; customs, embargoes, sanctions or import/export restrictions; any other event beyond Soremag's reasonable control.
In such a case, the lead times will be reasonably extended and Soremag may suspend, modify or cancel any affected part of the order, without liability for indirect damages.
24. Confidentiality
Each party may receive confidential information from the other party, including in particular drawings, plans, prices, processes, formulations, recipes, know-how, technical data, customer lists, manufacturing methods, commercial information, financial information or strategic information.
The Customer acknowledges that Soremag holds know-how, methods, processes, formulations, manufacturing parameters, production data, material selections, preparation methods, bonding techniques, supplier information and technical knowledge that are confidential and proprietary.
The Customer undertakes not to disclose, copy, use, reproduce or transmit Soremag's confidential information to a third party without Soremag's prior written authorization, unless disclosure is required by law.
This obligation survives the end of the commercial relationship between the parties.
25. Intellectual Property and Developments
Unless otherwise agreed in writing, Soremag retains all of its rights in its methods, processes, formulations, know-how, techniques, improvements, recommendations, internal drawings, calculations, models, jigs, tools, production parameters, manufacturing data and technical developments.
Where Soremag develops, alone or with the Customer, an improvement, method, technique, formulation, geometry, process, solution, manufacturing drawing, adaptation or know-how in the course of an engagement, this intellectual property belongs to Soremag, unless otherwise agreed in writing and signed by Soremag.
Payment by the Customer for a Product or Service does not transfer to the Customer the intellectual property, the know-how, the methods or the trade secrets of Soremag.
The Customer retains its rights in its own pre-existing drawings, plans and information that it provides to Soremag, subject to Soremag's right to use them for the purpose of performing the Work.
26. Molds, Tooling and Jigs
Unless otherwise agreed in writing, the molds, jigs, setups, tools, models, programs, fixtures, dies, manufacturing plans or tooling designed, modified or used by Soremag remain the property of Soremag, even if tooling, development or production start-up charges are invoiced to the Customer.
Where the Customer owns a mold or tooling supplied to Soremag, the Customer remains responsible for its condition, its conformity, its safety, its long-term storage and its replacement as needed.
Soremag may refuse to use a mold or tooling that presents a risk of quality issues, safety issues, breakage or non-conformity.
27. Protection of Personal Information
Where Soremag collects, uses, retains or discloses personal information in the course of its activities, it does so in accordance with the applicable personal information protection laws.
The Customer undertakes to provide only the personal information necessary for the performance of the Work and to ensure that it has the right to transmit this information to Soremag.
Personal information may be used in particular for account opening, order management, invoicing, delivery, customer service, warranty administration, legal compliance, security and internal administration.
28. Right of Set-Off (Compensation)
Soremag may, to the extent permitted by law, set off (compensate) any amount owed by the Customer to Soremag against any amount that Soremag may owe to the Customer.
29. Assignment
The Customer may not assign, transfer or delegate its rights or obligations arising from an order or from these conditions without Soremag's prior written consent.
Soremag may assign its rights to receive payment or transfer its obligations in connection with a reorganization, sale of business, merger, acquisition or transfer of assets, subject to the applicable laws.
30. Language
These conditions are drafted in French. Any English or translated version is provided solely to facilitate understanding, unless otherwise indicated in writing.
In the event of a discrepancy between the French version and any version in another language, the French version prevails, subject to the applicable laws.
31. Governing Law and Jurisdiction
These conditions, any quote, any order and any contractual relationship between Soremag and the Customer are governed by the laws applicable in the Province of Quebec and the applicable Canadian federal laws.
Subject to the applicable mandatory provisions, any dispute arising from these conditions, from an order, from a Product, from a Service or from a commercial relationship with Soremag will be submitted to the courts of competent jurisdiction of the judicial district of Laval, Province of Quebec, Canada, or any other judicial district determined by Soremag according to its principal place of business or the applicable circumstances.
32. Severability
If a provision of these conditions is held invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be interpreted, modified or severed to the minimum extent necessary in order to preserve the validity of the other provisions.
The other provisions will remain in full force and effect.
33. Waiver
Soremag's failure to require strict performance of a provision of these conditions does not constitute a waiver of that provision or of any other right.
Any waiver must be made in writing and signed by an authorized representative of Soremag.
34. Survival
The provisions relating to payment, to confidentiality, to intellectual property, to limitation of liability, to indemnification, to the protection of personal information, to governing law, to jurisdiction and to any obligation that, by its nature, must survive, remain in force after the performance, the expiry, the cancellation or the termination of any order.
