Terms and Conditions of Sale for Audiovisual Equipment

Preamble

These terms govern the sale of new and used audiovisual and event equipment by IDEACONCEPT CANADA INC., whether through its online store or on a quote. Together with the order or the quote accepted by the customer, they form the contract of sale between the parties.

They apply to every order placed and every sales quote accepted on or after 2026-10-04.

Some amounts are not written in this document, including the price, the delivery charges and the taxes: they are shown on the order or the quote, because they vary from one product and one customer to the next. This document then says how they apply.

1. Purpose, documents and acceptance

IDEACONCEPT CANADA INC. sells to the Customer the Products described in the Order, at the prices and on the terms shown there.

1.1. Contract documents and precedence

The Contract consists of the Order, these Terms and the schedules the Order names. In case of conflict, the Order prevails over the Terms, and the Terms prevail over the schedules.

A purchase order or any other Customer document carrying its own terms does not bind IDEACONCEPT CANADA INC., even if IDEACONCEPT CANADA INC. acts on it. Only a writing signed by IDEACONCEPT CANADA INC. can amend these Terms.

1.2. Acceptance

The Customer accepts the Contract by any of the following, each with the same effect:

• confirming an order in the online store, including by ticking the box accepting these Terms;
• accepting a sales quote in the IDEACONCEPT CANADA INC. portal, or signing it;
• confirming the Order in writing, including by email;
• paying the Order.

1.3. Applicable version

Each Order is accepted with the version of the Terms in force on its date, and that version governs the resulting Contract even if the Terms later change.

IDEACONCEPT CANADA INC. keeps, for each Order, the version accepted and the date of acceptance. The Customer may obtain a copy on request.

1.4. Consumer customer

Where the Customer is a consumer within the meaning of Quebec’s Consumer Protection Act, the provisions of that Act that protect the Customer prevail over any contrary provision of these Terms, in particular regarding warranties, transfer of risk and the cancellation of a distance contract. Nothing in these Terms deprives the Customer of a right that Act grants.

2. Definitions

In these Terms, the following words have the meaning given here, in the singular or the plural.

• "IDEACONCEPT CANADA INC.": the company selling the Products.
• "Customer": the person or business placing the Order, whether holding a portal account or ordering as a guest.
• "Parties": IDEACONCEPT CANADA INC. and the Customer.
• "Order": the order placed and confirmed in the online store, or the accepted sales quote, naming the Products, quantities, prices, delivery method and payment method.
• "Terms": this document, in the version in force on the date of the Order.
• "Contract": the Order, the Terms and their schedules, taken together.
• "Product": the goods sold, with their accessories, packaging and documentation.
• "New Product": a Product never put into service, sold in its original packaging or as the manufacturer delivers it.
• "Used Product": a Product that has already been used, including equipment retired from the IDEACONCEPT CANADA INC. rental fleet, identified as such on the Order.
• "Price": the amount before taxes and before delivery charges shown on the Order.
• "Delivery": handing the Product to the carrier chosen to ship it, or to the Customer at a Depot, or to the Customer at the delivery address when IDEACONCEPT CANADA INC. delivers itself.
• "Depot": an IDEACONCEPT CANADA INC. building where the Customer may pick up the Order.
• "Notice": a written communication given under section 14.1.
• "Business Day": a day other than a Saturday, a Sunday or a public holiday in Quebec.
• "Force Majeure": the event defined in section 11.

3. Order, availability and price

The following sections say when an order binds the Parties, and at what price.

3.1. Formation of the Contract

An order placed in the online store is an offer to buy by the Customer. The Contract is formed when IDEACONCEPT CANADA INC. confirms it, by assigning an order number and sending a confirmation.

IDEACONCEPT CANADA INC. may refuse an order for a legitimate reason, including an obvious pricing error, unavailability or a declined payment. It then notifies the Customer and refunds any amount received.

3.2. Order subject to approval

Where the Customer’s account sets a purchase cap or an approval, an order exceeding it awaits approval by IDEACONCEPT CANADA INC. or by the person the Customer designated. It is confirmed only upon that approval.

3.3. Availability

Displayed availability is indicative. When an ordered Product is no longer available, IDEACONCEPT CANADA INC. notifies the Customer and offers a new lead time or an equivalent Product. Failing agreement, the affected line is cancelled and the amount paid for it is refunded, without further compensation.

3.4. Prices and obvious errors

Prices are in Canadian dollars, before taxes. The applicable Price is the one displayed when the Order is confirmed.

Where a price contains an obvious error, IDEACONCEPT CANADA INC. may cancel the affected line before Delivery and refund the amount paid for it, or offer the Customer the correct price, which the Customer is free to refuse.

3.5. Promotions

A promotion applies on its own terms, during its validity period and to the Products it names. Unless stated otherwise, two promotions do not combine, and a promotion does not apply to an Order already confirmed.

4. Taxes, invoicing and payment

The Customer pays the Price, the delivery charges and the taxes shown on the Order.

4.1. Taxes

Applicable taxes, including GST and QST, are added to the Price and the delivery charges. A Customer claiming an exemption provides proof of it before the Order is confirmed; otherwise taxes apply.

4.2. Payment with the order

A Customer without credit approved by IDEACONCEPT CANADA INC., including a Customer ordering as a guest, pays the Order when confirming it, by payment card. The amount is charged on confirmation.

A declined payment prevents the Order from being confirmed.

4.3. Payment on terms

A Customer granted credit by IDEACONCEPT CANADA INC. may pay by the method and within the period shown on the account and the Order. The invoice is issued on shipment and is payable within the stated period.

IDEACONCEPT CANADA INC. may reduce or withdraw credit, in particular while an overdue amount remains unpaid. Subsequent Orders are then paid with the order.

4.4. Late payment

Any amount unpaid when due bears interest at the rate shown on the invoice, calculated monthly and compounded, until paid in full. Failing such indication, the rate is two percent (2%) per month, or twenty-four percent (24%) per year.

Reasonable collection costs, including professional fees, are added to the amounts owed.

IDEACONCEPT CANADA INC. may suspend performance of any Order in progress while an overdue amount remains unpaid.

4.5. No set-off or withholding

The Customer pays the amounts owed without deduction, withholding or set-off, including in respect of any amount IDEACONCEPT CANADA INC. might owe it or any unresolved dispute.

4.6. Retention of title

IDEACONCEPT CANADA INC. remains the owner of the Product until the Price, the delivery charges and the taxes are paid in full. Until then, the Customer may neither resell it outside the ordinary course of its business nor give it as security.

5. Delivery and transfer of risk

The delivery method is the one shown on the Order.

5.1. Delivery methods

The Order is delivered in one of the following ways:

• by a carrier, to the delivery address the Customer provides;
• by the Customer picking it up at a Depot, during opening hours;
• by IDEACONCEPT CANADA INC. itself, when the Order provides for it.

5.2. Lead times

Preparation and delivery times are indicative. IDEACONCEPT CANADA INC. is not liable for a delay caused by the carrier, an inaccurate address or the absence of the recipient. The cost of a new delivery caused by the Customer is borne by the Customer.

5.3. Partial deliveries

IDEACONCEPT CANADA INC. may deliver an Order in several shipments. Each shipment is invoiced when it leaves, and a delay in one part does not allow the Customer to refuse the others.

5.4. Transfer of risk

The risk of loss and damage passes to the Customer upon Delivery: when the Product is handed to the carrier if it is shipped, when it is handed to the Customer at the Depot, or when it is handed to the Customer at the delivery address if IDEACONCEPT CANADA INC. delivers itself.

For a consumer Customer, risk passes when the Product is handed to the Customer, as the law provides.

6. Receipt, conformity and returns

The Customer checks the Order as soon as it is received.

6.1. Inspection on receipt

The Customer checks the condition of the parcels in front of the carrier. Damaged packaging is noted on the delivery slip, or the parcel is refused; otherwise the claim against the carrier may be lost.

6.2. Notice of non-conformity

The Customer notifies IDEACONCEPT CANADA INC. of any Product missing, damaged or different from the Order within two (2) Business Days of receipt. Failing Notice within that time, the Order is deemed accepted in the condition received.

That time limit does not apply to a defect a reasonable inspection could not reveal. The Customer then notifies IDEACONCEPT CANADA INC. as soon as it is noticed, and section 7 applies.

6.3. Remedies

Where the Notice is well founded, IDEACONCEPT CANADA INC., at its option, replaces the Product, repairs it, or refunds the amount paid for it. It then bears the cost of the return.

No Product is returned without the prior authorization of IDEACONCEPT CANADA INC., which gives the return instructions. The Product is returned with its accessories and, as far as possible, in its original packaging.

6.4. Return of a conforming Product

A Product that conforms to the Order and is in good condition is neither taken back nor exchanged, except by written agreement with IDEACONCEPT CANADA INC.. This section does not deprive a consumer Customer of the rights the law grants.

7. Warranties

The warranty depends on the condition of the Product in the Order, new or used.

7.1. New Product

A New Product is covered by its manufacturer’s warranty, on the terms and for the period the manufacturer sets. IDEACONCEPT CANADA INC. passes that warranty on to the Customer and helps the Customer enforce it with the manufacturer.

Except as the Order provides, IDEACONCEPT CANADA INC. gives no other warranty on a New Product.

7.2. Used Product

A Used Product is inspected and tested by IDEACONCEPT CANADA INC. before Delivery. It is sold as is, without legal warranty of quality, at the Customer’s own risk, to the extent the law allows.

This exclusion does not cover a defect IDEACONCEPT CANADA INC. knew of or could not have been unaware of, nor, for a consumer Customer, the warranty the law grants.

7.3. Exclusions

No warranty covers:

• normal wear and consumable parts, including lamps, fuses, batteries and filters;
• damage caused by use contrary to the manufacturer’s instructions, a drop, a liquid, a power surge or improper transport after Delivery;
• a Product modified, repaired or opened by anyone other than IDEACONCEPT CANADA INC. or the manufacturer;
• the fitness of the Product for a particular purpose the Order does not name.

7.4. Software and firmware

Software or firmware supplied with a Product is governed by its publisher’s licence, which the Customer accepts by using it. IDEACONCEPT CANADA INC. warrants neither its compatibility with the Customer’s other systems nor its updates.

8. Cancellation

The Customer may cancel an Order as long as it is not being prepared.

8.1. Before preparation

The Customer cancels a confirmed Order, or one awaiting approval, free of charge, from the portal or by Notice, as long as IDEACONCEPT CANADA INC. has not started preparing it.

8.2. After preparation or Delivery

Once preparation has started, the Order is cancelled only with the agreement of IDEACONCEPT CANADA INC., which may retain costs already incurred, including a special order placed with a supplier for the Customer. After Delivery, section 6 applies.

8.3. Refunds

An amount to be refunded is refunded by the payment method used for the Order, within fifteen (15) days of the cancellation or of receipt of the returned Product.

9. Automatic replenishment

A Customer who sets up an automatic replenishment in the portal authorizes the creation of an Order at each interval the Customer chose. Each Order so created is at the price in force on its date and is paid by the replenishment’s payment method.

The Customer pauses or cancels a replenishment from the portal, before the next interval. An Order already created is cancelled under section 8.

10. Account, credit and access

A Customer ordering as a guest receives access to a customer space to follow the Order. The Customer is responsible for keeping its access credentials confidential and for the Orders placed with them.

A credit application is assessed case by case. IDEACONCEPT CANADA INC. may accept it, refuse it or attach a limit to it, without having to give reasons.

11. Force majeure

Neither Party is liable for a delay or failure caused by an event beyond its reasonable control, including a disaster, severe weather, a power grid failure, a labour dispute at a third party or a carrier, an act of authorities, an epidemic or a pandemic. Payment obligations are not suspended by Force Majeure.

The affected Party notifies the other upon occurrence, states the expected duration and makes reasonable efforts to limit its effects.

Where Force Majeure delays Delivery by more than thirty (30) days, either Party may cancel the undelivered part of the Order, and the amount paid for it is refunded.

12. Limitation of liability

The total liability of IDEACONCEPT CANADA INC. under the Contract is limited to the amount paid by the Customer for the Product concerned.

Neither Party is liable to the other for indirect or punitive damages, including loss of revenue, loss of profit, loss of data or the cancellation of an event.

These limits do not apply in case of gross or intentional fault, nor to what the law forbids limiting, including towards a consumer Customer.

13. Personal information

IDEACONCEPT CANADA INC. processes the Customer’s personal information in accordance with its privacy policy, published in the portal.

14. General provisions

The following sections apply to the whole Contract.

14.1. Notices

Any Notice is given in writing, by hand, by email, by courier or by registered mail, at the Party’s address shown on the Order. For IDEACONCEPT CANADA INC., a copy is sent to contact@ideaconcept.ca.

A Notice sent by email is deemed received on the Business Day it is sent if sent before 5 p.m., and on the next Business Day otherwise.

14.2. Assignment

The Customer may not assign the Contract without the written consent of IDEACONCEPT CANADA INC.. IDEACONCEPT CANADA INC. may assign its receivables under the Contract.

14.3. Entire agreement and amendment

The Contract is the entire agreement of the Parties on its subject and supersedes any prior agreement on it. It is amended only in writing.

14.4. Severability

A provision held void or unenforceable is deemed unwritten, without effect on the other provisions, which remain in force.

14.5. Language

The Parties have required that the Contract and related documents be drawn up in French. Any translation is provided for convenience, and the French version prevails.

14.6. Governing law and courts

The Contract is governed by the laws applicable in the Province of Quebec. The courts of the judicial district of Montreal have exclusive jurisdiction over any dispute arising from it, subject to the rights of a consumer Customer.