Terms of Sale and Service

These terms govern every inspection, certification, repair and related service (the “Services”) provided by OTS Steel Solutions inc. / Solutions d’Acier OTS inc. (“OTS”, “we”), registered in Québec under NEQ 1180711583, with its office at 7 Summit Circle, Westmount, Québec H3Y 1B4.

They apply between OTS and the business that asks for the Services (“you”). The Services are offered to businesses only, for business purposes. By asking for them you confirm that you act for a business and not as a consumer, and that whoever accepts on your behalf may bind you.

Where we have signed a separate contract with you, that contract prevails over these terms for the work it covers.

These terms are drawn up in French. The French version is the official one and governs the agreement between us.

An English version is made available on the same terms, so that you can read them in English before you accept. If the two differ, the French version applies.

A contract is formed when you approve a price we have sent you. Not before, and not on payment.

• You ask for a price through the OTS portal. That request binds neither of us to anything.
• We review it, price it, and send you an offer. Every price a customer receives has been read by a person at OTS.
• You accept by approving the offer. At that moment the contract is formed, on these terms and on the scope and price the offer states.
• We confirm your acceptance in writing and keep a record of what you were shown, when, and by whom.

An offer stands for 15 days from the day we send it, unless it says otherwise on its face.

We will not withdraw it during those 15 days. After that it lapses and you will need a new one — often the same figure, sometimes not, because costs move.

If you decline, we may ask you why. You are not obliged to tell us.

Prices are in Canadian dollars and do not include taxes. GST and QST are added on the invoice, at the rates in force on the date it is issued.

A price covers the work the offer describes, carried out during normal working hours — 8:00 to 16:00, Monday to Friday, excluding statutory holidays in Québec.

• Work outside those hours, whether you ask for it or the site requires it, is priced separately and agreed before it is done.
• Time lost on site for reasons outside our control — racking that cannot be reached, a lift that is not available, an aisle still in use — is chargeable at our hourly rate.
• Travel, lodging and equipment are included unless the offer says otherwise.

If we find materially more racking, different configurations, or conditions the request did not mention, we will tell you before doing anything extra and give you a price for it.

We do not do chargeable work you have not approved. If you would rather we stopped there, we will invoice what has been done and leave.

So that the work can be done on the day, you agree to:

• give our people safe access at the agreed time, including any induction, training or escort your site requires;
• tell us in advance about hazards, restricted areas and anything else that affects how the work is done;
• make the racking accessible — unloaded where the work requires it, and aisles clear enough to work in;
• tell us who at your company can answer questions and approve extra work.

You may cancel the work at any time, for any reason, by telling us in writing. You do not need our agreement and there is no cancellation fee.

You pay for the work actually done up to that point and for the expenses we have actually incurred for you. If we have not started and have spent nothing, you owe nothing.

If we cannot work on the day because the site is not ready or access is refused, that is not a cancellation. We will agree a new date, and the time spent travelling and waiting is chargeable.

We carry out the Services with the care and skill expected of a professional engineering firm, and in accordance with the applicable standards, including CSA A344 for steel storage racks.

An inspection reports the condition of the racking as we found it, on the day we saw it. It is not a warranty of its future condition, and it does not move your responsibility as owner or operator of the racking onto us.

Where something needs attention we say so, and we say how urgently. What is then done about it is your decision.

Reports and capacity certificates are issued in French and are sealed by an engineer who is a member of the Ordre des ingénieurs du Québec.

A document is issued when it is sealed. We do not issue drafts or provisional versions of a document that will carry a seal.

Deliverables are made available to you in the OTS portal and stay available there for as long as you hold an account.

We invoice after the work is done. The invoice shows the price, the GST and the QST separately, together with our registration numbers.

Payment is due within 30 days of your receiving the invoice, by bank transfer to the account named on it.

An amount still unpaid after that carries interest at 2% per month — an annual rate of 26.82% — from the day after it fell due until it is paid in full.

If your invoice must carry a purchase order number, give us that number before the work starts.

Reports, certificates, drawings and calculations we produce remain ours, and the engineers who prepared them remain their authors.

You may use, copy and share them for owning, operating, insuring and maintaining the racking they describe. You may not present them as something they are not, and you may not rely on them for racking they do not cover.

We treat what we learn about your site and your operation as confidential, and we do not disclose it except to carry out the work or where the law requires us to.

We may name you as a customer and describe the kind of work done, without identifying the site or disclosing any finding, unless you ask us not to.

Personal information collected through the portal is handled as set out in our Privacy Policy, which forms part of these terms.

The person in charge of the protection of personal information at OTS can be reached at the address given in that policy.

Our liability to you for material injury arising out of the Services is limited to what you paid us for the Services in question.

That limit does not apply — and cannot apply — to bodily or moral injury, or to injury caused by our intentional or gross fault.

We are not liable for indirect or consequential loss, including lost production, lost profit, or the cost of interrupted operations.

Nothing here limits the professional liability of an engineer beyond what the law permits.

Neither of us is liable for a delay or a failure caused by an event beyond our reasonable control. If such an event lasts more than 30 days, either of us may end the affected work, and the cancellation clause applies to what has been done by then.

These terms and the offer you accepted are the whole of the agreement between us for the work they cover.

Notices are given in writing, to the email address each of us has given the other for that purpose.

You may not assign the contract without our written agreement. If a clause is held invalid, the rest stands.

These terms are governed by the laws in force in Québec.

Any dispute is submitted to the courts of the judicial district of Montréal.