TERMS AND CONDITIONS OF SALE OF LINEARIS LABS INC.
1. REQUEST FOR SUBMISSIONS
1.1 Linearis is not obliged to accept the highest or any other submission, and reserves the right to dispose of the assets in any other manner.
1.2 Linearis reserves the right to cancel the submission process at any time and without reason, and the bidder acknowledges that they cannot claim any compensation following this decision.
2. DESCRIPTION OF ASSETS
2.1 The submission relates to the assets part of the items mentioned in the bid, as described in the inventory prepared by Linearis ( the Assets ) which the bidder acknowledges having reviewed ( the Inventory ).
2.2 The bidder acknowledges that the quantities indicated in the Inventory can only be substantially accurate.
2.3 If Linearis, for any reason, cannot deliver the Assets or a significant amount of the Assets, Linearis may cancel the acceptance of the bid and notify the bidder which is then considered to have never occurred.
2.4 When selling assets that include storage elements (computing or otherwise), the bidder agrees to destroy information related to third parties.
2.5 The bidder agrees that no adjustment to the offered amount can be requested except in the case of significant disparity between the quantity indicated in the Inventory and the quantity that Linearis can sell to him, subject to Linearis s rights under Article 2.3. If Linearis chooses to adjust the offered amount, the bidder agrees that the value attributed to the Assets in the Inventory will be used, and no other, and acknowledges that this value cannot be used for any other purpose and does not constitute a representation of Linearis as to the value of the Assets.
3. TERMS OF SALE
3.1 In the event the bidder fails to meet any of their obligations under these terms, they will indemnify Linearis for any damage suffered as a result, without prejudice to any other remedies available under the law.
3.2 Bids are not subject to any condition.
3.3 Linearis reserves the right to waive compliance with one or more conditions outlined in the request for submissions or in the document titled Terms and Conditions of Sale .
3.4 The bidder acknowledges that Linearis makes no representation as to the potential liability of the bidder as a successor-employer.
3.5 The submission of a bid constitutes an irrevocable acceptance, by the bidder, of all terms and conditions of sale.
4. PAYMENT
4.1 Payment for the acquired assets must be made in full within the timeline specified by Linearis, and before the assets are transferred to the bidder.
4.2 The payment will only be deemed completed when the full amount has been credited to Linearis designated account.
4.3 Failure to make payment within the stipulated timeline will result in the immediate nullification of the accepted bid, without prejudice to any other legal remedies available to Linearis.
5. TRANSFER AND COLLECTION OF ASSETS
5.1 The bidder is solely responsible for the cost and logistics involved in transferring and collecting the acquired assets.
5.2 Linearis is not responsible for any damage, loss, or degradation of assets during or after the transfer.
5.3 The acquired assets must be removed from their current location in Quebec City within the time period specified by Linearis.
6. WARRANTIES AND REPRESENTATIONS
6.1 The assets are sold as is and Linearis offers no warranties, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
6.2 Notwithstanding Article 6.1 Linearis is offering a limited 10 days period to return the purchased assets if they are deemed defective. The Bidder would need to obtain prior authorization from Linearis before returning the Assets at their own cost of and ensure that they are fully insured. Refunds will be made to the Bidder once equipment has been received and inspected at Linearis satisfaction.
6.2 The bidder acknowledges that they have had the opportunity to inspect the assets and that they are bidding based solely on their own judgment, and not on any representations made by Linearis including the list of assets and pictures provided.
7. LIABILITY
7.1 Linearis shall not be liable for any indirect, special, consequential, or punitive damages, arising out of or relating to the sale, transfer, or use of the acquired assets.
7.2 Linearis liability, if any, shall be limited to the amount paid by the bidder for the acquired assets.
8. EX WORKS.
8.1 The goods sold (the “Goods”) shall be deemed to have been sold “EX WORKS” (EXW) at Linearis’s facility. The sole obligation of Linearis is to make Goods available for collection at Linearis’s facility. All collection, loading and shipping customs, duties, import/export fees and risk of loss from damage and destruction of the Goods shall pass to the successful Bidder upon collection at Linearis’s facility. Successful Bidder agrees to acquire and maintain all risk insurance covering damage and destruction of the Goods. The insurance policy or policies shall be payable to Linearis and Purchaser as their interests may appear. Payments made by an insurance carrier to Linearis as a result of such damage or destruction of the Goods will be applied against the purchase price and any other amounts owed by the successful Bidder under the Agreement. Successful Bidder shall furnish the Seller with certificates evidencing such insurance, and a copy of the policy upon request. Successful Bidder waives all rights and claims against the Seller for collection, loading and shipping customs, duties, import/export fees and risk of loss from damage and destruction of the Goods.
9. MISCELLANEOUS
9.1 These terms and conditions shall be governed by the laws of the jurisdiction of the province of Quebec.
9.2 Any disputes arising from these terms and conditions shall be resolved through binding arbitration at the cost of the bidder.
9.3 If any provision of these terms and conditions is found to be invalid or unenforceable, the remainder of the terms shall remain in full force and effect.
