SAQ-B2B E-COMMERCE CONTRACT
BETWEEN THE SOCIÉTÉ DES ALCOOLS DU QUÉBEC AND THE SUPPLIER
(TERMS AND CONDITIONS)
In this Contract, unless a different meaning is indicated by the context, the masculine gender shall include the feminine or neutral genders, as the case may be, the singular shall include the plural, and the following expressions shall have the following meanings:
"Supplier(s)": a holder of an industrial or small-scale production permit issued under an Act respecting the Société des alcools du Québec (R.S.Q., c. S-13) in the case of Products bottled in Québec and, in all other cases, a producer, a distiller, a brewer, a wholesale wine or spirits merchant or a holder of rights to a brand, provided such holder has its place of business in the same country as the producer.
"Person": a natural person, a partnership, a corporation or any governmental or other organization.
"Product(s)": wines, spirits, beer or other alcoholic beverages, as well as gift packs comprising alcoholic beverages.
"Confidential Information": the Confidential (or exclusive) Information mentioned in this Contract refers to all confidential data and information, including (without limitation) technical, financial and business data as well as any other information designated as confidential by either party.
"SAQ-B2B": the independent transactional portal for the sole use of the SAQ and the Supplier designed to enable the SAQ to purchase Products from the Supplier using electronic data interchange.
"SAQ": the Société des alcools du Québec.
SAQ-B2B is an independent transactional portal designed to enable the SAQ to purchase products from the Supplier using electronic data interchange.
Electronic data interchanges between the SAQ and the Supplier shall deal primarily with requests for quotes and samples, requests to update Product prices, orders, order changes, confirmations of order receipt, replies to requests for quotes and samples, quotes, order confirmations, order rejections and confirmations of orders shipped.
The purpose of this Contract shall be to settle the terms of the Supplier's registration on the SAQ-B2B site (hereinafter the "Site") and to determine the terms and conditions for the purchase of the Supplier's Products by the SAQ through the SAQ-B2B site.
Any Supplier with a Product registered on the SAQ database or accepted for registration by the SAQ shall be eligible, free of charge.
Upon registration, the Supplier will be provided with a user name and a password. By registering, the Supplier shall accept the terms and conditions of this Contract.
Once the user number and password have been assigned, the Supplier shall receive, free of charge, basic distance training on the operation of the Site. This training shall be given to the Supplier by qualified personnel, as designated by the SAQ for this purpose.
During the training, the Supplier shall be given an opportunity to change its password for a new one, known only to it. However, the SAQ may require from time to time that the Supplier change its password or that it take other action to ensure the Site's security. The Supplier shall be fully responsible for any transactions made under its user number and its password, and it shall be fully responsible for any transactions made by its employees, agents and representatives. The Supplier hereby agrees to notify the SAQ without delay of any unauthorized use of the Site (including the unauthorized use of a user number or password) by any employee, agent or representative of the Supplier or by any other Person. Unauthorized access to the Site or to the computer or telecommunications facilities for the purpose of gaining access to the Site, shall constitute an event of default pursuant to this Contract where such default is not remedied as soon as possible following notice to such effect by the SAQ to the Supplier. The unauthorized use of the Site by any person other than an employee, agent or representative of the Supplier shall not constitute an event of default under this paragraph if the Supplier has employed reasonable means to prevent such use.
A Supplier wishing to be advised that a message has been addressed to it on SAQ-B2B shall put in a request to the SAQ and provide the SAQ with its e-mail address. The SAQ shall then advise the Supplier by e-mail that a message has been addressed to it on SAQ-B2B.
The SAQ shall order Products using a Purchase Order that it shall forward to the Supplier through SAQ-B2B (hereinafter the "Purchase Order"). The Purchase Order shall contain the terms and conditions governing the SAQ's purchase of Products from the Supplier. Such terms and conditions shall be available for review upon the Supplier's acceptance of each order.
Upon receiving a Purchase Order, the Supplier shall send (via SAQ-B2B) a confirmation of total or partial acceptance of the order or a notice of rejection of the order, as the case may be. When a Supplier accepts all or part of an order, it shall comply with all terms and conditions of the Purchase Order. The Supplier shall also comply with all terms and conditions of the SAQ's Marketing Policy (hereinafter, the "Marketing Policy"). The terms and conditions of the Marketing Policy shall be available for review upon the Supplier's acceptance of each order. The terms and conditions of the Marketing Policy shall be deemed to form an integral part of the Purchase Order. In the event of an inconsistency between the terms and conditions of the Marketing Policy and those of the Purchase Order, the terms and conditions of the Purchase Order shall prevail. No conditions put forward by the Supplier when accepting or receiving an order shall bind the SAQ without the written consent of the SAQ.
The SAQ makes some purchases through calls for tenders. A Supplier may consult the electronic bulletin board on which the SAQ's calls for tenders are posted by selecting the "Call for tenders" icon on the main menu of the Site's home page.
The SAQ shall ensure the proper operation of the Site in order to provide access at all times to the Supplier and in order to maintain and update its technical and functional infrastructure. The SAQ shall also operate and manage the Site in a manner that ensures the security of the Site and of the Supplier's Confidential Information by adopting security measures that are recognized in the industry, such as imposing measures for authentication, passwords and user numbers, by installing and regularly updating anti-virus software, by encrypting data and by installing a firewall (which shall be regularly upgraded and managed so as to ensure that log-ins, log-outs and attempts to log in are regularly recorded).
The SAQ has established control mechanisms and emergency plans so as to ensure that the use of the Site is not interrupted for more than twenty-four (24) hours. Should such an event occur, alternative modes of communication shall be put in place for the benefit of the Supplier.
The SAQ and the Supplier shall respectively maintain a log designed to enable them to refer to a printed version of all documents and messages exchanged on the Site, in chronological order. To this end, the parties shall take any action required for all documents and messages transmitted and received to be maintained in a dependable and unalterable file.
All Suppliers shall use the Site solely for the purposes for which it is intended and in accordance with the provisions of this Contract.
Accordingly, the Supplier shall refrain from: i) violating any laws and regulations in effect, including any laws relating to the sale and distribution of alcoholic beverages; ii) impersonating any Person, supplying false information or otherwise misrepresenting its affiliation with any Person, organization or other entity; iii) using the Site to compile or collect personnel and business information, including (without limitation) financial information, about other Suppliers registered on the Site; iv) posting, promoting or transmitting on the Site any items whatsoever that may be illegal, harassing, libelous, abusive, threatening, hurtful, vulgar, obscene, vicious, racist or otherwise reprehensible; v) transmitting or posting any item likely to incite conduct which may constitute a criminal act, incur civil liability or otherwise violate any law; vi) interfering with the use or enjoyment of the Site by the SAQ or by other Suppliers, carrying out surveys or contests, sending chain letters and posting or sending promotional messages or e-mails through unsolicited mass mailings; vii) downloading or distributing, in any manner whatsoever, files that may be contaminated by viruses or corrupted or altered files, or any other similar software or program that could interfere with the operation of the Site or the computers of third parties; viii) interfering with or disturbing the operation of the networks connected with the Site; ix) doing any thing which would impose an unreasonable or disproportionately large burden on the infrastructure of the Site; x) disclosing its password to third parties and using its password for unauthorized purposes.
The Supplier shall indemnify the SAQ against any and all claims or damages which may result from a breach of the obligations stipulated in this Contract, and especially of those provided under article 15.
Subject to compliance with applicable international agreements, the SAQ may amend the terms and conditions of this Contract at any time and shall provide the Supplier with advance notice of any such amendment.
The SAQ may terminate this Contract at any time should the Supplier be in default of fulfilling any of its obligations stipulated in this Contract.
The SAQ may terminate this contract at any time should the Supplier lose its capacity as a "Supplier", as defined in this Contract.
This Contract shall be terminated as of right should either party go bankrupt, become insolvent or commit any act for the benefit of its creditors under any statute relating to bankruptcy or insolvency.
Should this Contract be terminated, the Supplier shall cease to use the Site, and the SAQ may then terminate all access to the Site by the Supplier.
Each party shall make the efforts required to preserve the confidentiality of the Confidential Information obtained within the framework of this Contract or resulting therefrom. In addition, each party shall use the other party's Confidential Information only for the purposes of this Contract and not for other purposes (and, more specifically, it shall not use them for business purposes or for its own or a third party's benefit).
The parties shall at no time, either before or after the expiration or early termination of this Contract, disclose - or allow its officers, directors, employees, agents, representatives or subcontractors to disclose - the other party's Confidential Information to any Person without the prior written consent of the other party.
This confidentiality undertaking shall not apply to the disclosure of Confidential Information that: i) is in the public domain without violation of the confidentiality undertakings provided under this Contract; ii) is required, by law, to be disclosed to a Person authorized to receive it; iii) is required, under an Act respecting access to documents held by public bodies and the protection of personal information (R.S.Q., c. A-2.1) and pursuant to the regulations relating to a securities commission and generally (but without limitation) pursuant to any legislation applicable to publicly listed companies; iv) is required for the purposes of legal action against either party before an arbitral tribunal or any government authority with investigative powers; v) is required by the agents, representatives, subcontractors, consultants, insurers, bankers or legal advisors of a party, provided, however, that such disclosure is limited to the information that is strictly necessary for the performance of their duties; vi) is obtained from a third party without violation of a confidentiality undertaking; vii) is already known to the party receiving it.
Using the Your Profile tab in the Company Settings menu, a Supplier can access a hyperlink titled Transmission of information to promotion agents asking him to designate a promotion agent that is registered on the GWS B2B platform. By appointing such a promotion agent, the Supplier agrees that any information relating to its operations on SAQ-B2B be transmitted securely and confidentially on GWS for the exclusive benefit of the promotion agent. A supplier may at any time replace its appointed promotion agent, provided that its new promotion agent is authorized to represent the Supplier with the SAQ. The Supplier may also demand, at any time, that any information so transmitted for the benefit of its promotion agent be removed from the GWS Site.
The Supplier may terminate its registration on the Site at any time by simply providing written notice to such effect to the SAQ, subject to the filling of any outstanding orders. The SAQ reserves the right to terminate this Site at its entire discretion.
This contract shall be governed by the laws in effect in the province of Québec (Canada) and interpreted accordingly, and the parties hereby agree that only the Québec courts of the judicial district of Montréal shall have jurisdiction to decide any litigation or dispute arising from this Contract.
Notwithstanding the fact that a Supplier may read this Contract or any other document relating to the Site in a language other than French, the SAQ and the Supplier expressly acknowledge that this Contract is being concluded in French and that only the French-language version of such Contract or document shall constitute an agreement binding upon the parties.