SALES TERMS AND CONDITIONS

Last Updated: May 25, 2026

These Sales Terms and Conditions (“Agreement”) govern all sales of goods (“Goods”) and the provision of any related services (“Services”), including but not limited to design, assembly, kitting, and material handling, by Circuit Sensors (“we,” “our,” or “us”) to any customer (“Buyer,” “you,” or “your”).

By placing an order, requesting a quote, accepting delivery of Goods, or using our Services, you agree to be legally bound by this Agreement in full. This Agreement replaces and supersedes any prior or contemporaneous agreements, discussions, or understandings, whether written or oral.

IMPORTANT CUSTOMER SUMMARY

This summary is provided for convenience only. The full terms below govern if there is any conflict.

– Product pricing does not include shipping, freight, duties, taxes, insurance, or handling fees unless clearly stated.
– Shipments are made Ex Works unless otherwise agreed in writing, meaning risk transfers to Buyer once Goods are released to the carrier.
– Buyer must inspect shipments immediately at delivery.
– Visible damage must be noted on the Bill of Lading or delivery receipt before signing.
– Damage, shortages, or shipment issues must be reported within 48 hours of delivery.
– Failure to report shipment issues within 48 hours may result in denial of compensation, replacement, reimbursement, claim assistance, or other remedies.
– Shipping insurance is optional unless otherwise stated.
– Returns are limited, must be pre-approved, and may be subject to restocking fees.
– Solar panels, batteries, long rails, racking kits, custom products, and oversized freight items are generally final sale/non-returnable.
– USA-bound orders are final sale and subject to Section 14.

1. GENERAL TERMS

1.1 Entire Agreement – This Agreement constitutes the complete and exclusive contract between Circuit Sensors and Buyer.

1.2 Conflicting Terms – Any terms in Buyer’s purchase orders, acknowledgments, or other documents that conflict with this Agreement are null and void unless expressly agreed in writing by an authorized Circuit Sensors representative.

1.3 Modifications – No employee, agent, or representative of Circuit Sensors has authority to verbally amend or waive this Agreement. All changes must be made in writing and signed by an authorized Circuit Sensors representative.

2. PRICING AND QUOTES

2.1 Eligibility – Quotes may be requested for bulk orders, business/government/wholesale purchases, large-scale installations, ongoing supply agreements, or products/services requiring custom specifications.

2.2 Requirements – Quote requests must include contact details, product SKUs/descriptions, quantities, shipping address, and any customization or project requirements.

2.3 Processing Time – Standard quotes are processed within 1-3 business days. Complex/custom quotes may take longer.

2.4 Validity – Quotes are valid for 15 days unless otherwise stated. Pricing is subject to change without notice due to stock, supplier, material cost, currency, or location changes. Stock is not reserved for quoted items.

2.5 Payment for Quotes – Accepted quotes require full payment. Accepted payment methods include credit/debit card, EFT/ACH, and e-Transfer (Canada). Special terms require written approval.

2.6 Shipping in Quotes – Where applicable, quotes will include estimated shipping costs, lead times, and options.

2.7 Changes & Cancellations – Modifications may be requested before acceptance, subject to price adjustments. Once accepted and paid, orders cannot be canceled unless Circuit Sensors agrees in writing.

3. PRICE MATCH POLICY

3.1 Eligibility – Price matches apply to identical new products from authorized Canadian retailers, publicly advertised, valued at $150+ CAD before taxes/shipping, requested before purchase completion.

3.2 Exclusions – No matches for Amazon, clearance/liquidation, bundles, promotions, membership discounts, used/refurbished/open-box items, or typographical errors.

3.3 Request Process – Contact Circuit Sensors before purchase with proof (URL or printed ad).

3.4 Verification – Circuit Sensors will verify eligibility. Approval is at Circuit Sensors’s discretion.

3.5 Limitations – One price match per identical product per customer. Cannot be combined with Circuit Sensors offers.

4. PAYMENT POLICY

4.1 Accepted Methods – We accept the following payment methods:

– Credit/Debit Cards (Visa, MasterCard, Amex) – 5% processing fee applies to orders over $15,000 CAD.
– E-Transfer (Canada).
– Affirm (10% fee, subject to approval).
– EFT/ACH.

4.2 Terms of Payment – Payment in full is required at the time of purchase unless otherwise agreed in writing. The issuance of a Purchase Order (PO) does not imply credit approval.

4.3 Currency – All prices are listed in Canadian Dollars (CAD) unless otherwise stated. Buyer is responsible for any currency conversion fees or bank charges.

4.4 Product Price vs. Shipping/Handling Costs

– Product prices shown are for the Goods only and do not include freight, insurance, duties, tariffs, taxes, or handling costs.
– Unless otherwise agreed in writing, shipments are made Ex Works (our warehouse) per INCOTERMS 2020, and Buyer shall bear all costs and risks associated with shipment from that point forward.
– If Circuit Sensors separately agrees in writing to arrange shipping on Buyer’s behalf, such costs will be itemized on the invoice and remain the sole responsibility of the Buyer.

4.5 Taxes & Duties – All applicable taxes, duties, tariffs, and government charges are the sole responsibility of the Buyer and will be added to the invoice where required by law.

4.6 Insurance – Unless expressly agreed in writing, Circuit Sensors does not provide shipping insurance. Buyer is responsible for obtaining insurance coverage for Goods in transit at its own cost.

4.7 Security of Payment – All payments are processed through secure payment gateways. See our Privacy Policy for details.

4.8 Payment Issues – Payment failures must be resolved within 5 business days or the order may be canceled.

4.9 Refunds & Chargebacks – Refunds will be processed in accordance with our Return Policy (Section 8). Unauthorized chargebacks may result in suspension of future transactions.

4.10 Wholesale & Special Terms – Wholesale accounts or special payment terms may be available upon approval and must be agreed to in writing.

4.11 Late Payment Fee – Any amount not paid in full within thirty (30) days from the order date shall be considered past due.

– Beginning on the 31st day after the order date, a late payment fee of CAD $45.00 per month, or any portion thereof, will be applied to the outstanding balance until paid in full.
– Circuit Sensors reserves the right to suspend or cancel pending orders, shipments, services, warranties, or credit privileges until all outstanding balances, including late fees, are paid in full.
– Late fees are administrative in nature and are not interest. Acceptance of partial payment does not waive Circuit Sensors’s right to recover the full outstanding balance or applicable late fees.

5. PRE-ORDER, BACKORDER & RESERVATION POLICY

5.1 Definition & Eligibility – Pre-orders, backorders, and product reservations (collectively, “Pre-Orders”) may be offered on select items. This includes any product not immediately available for shipment, including items listed as “pre-order,” “backorder,” “incoming stock,” or similar.

Pre-Orders require full or partial payment as specified at checkout or in your order confirmation.

5.2 Availability & Lead Times – All Pre-Orders are subject to supplier availability, production schedules, and estimated delivery timelines provided at the time of order. Any delivery dates or timelines are estimates only and may change without notice.

5.3 Cancellation by Buyer – Buyer may request cancellation of a Pre-Order prior to shipment or warehouse acceptance. All such cancellations are subject to a 25% cancellation fee, which will be deducted from any refund issued. At the sole discretion of Circuit Sensors, the cancellation fee may be reduced or waived. In such cases, a minimum 5% payment processing fee will be retained to cover non-recoverable transaction costs.

By placing an order for a Pre-Order item, including backordered or incoming stock items, the Buyer acknowledges and agrees to these terms.

5.4 Cancellation by Circuit Sensors – Circuit Sensors reserves the right to cancel any Pre-Order due to supplier unavailability, discontinued items, pricing errors, or other circumstances beyond our control. In such cases, the Buyer will receive a full refund with no cancellation fee.

5.5 Refunds – Refunds for canceled Pre-Orders (after deduction of the applicable cancellation fee, where applicable) will be processed to the original payment method within 10 business days. Any shipping, handling, or freight charges already incurred are non-refundable.

5.6 Non-Transferability – Pre-Orders are tied to the Buyer’s account and may not be transferred, reassigned, or resold without prior written approval from Circuit Sensors.

6. CUSTOMER PICKUP POLICY

6.1 Eligibility – Available for eligible orders only, pre-arranged with Circuit Sensors.

6.2 Processing – Requires 2 business days after payment. Confirmation email includes pickup details.

6.3 Locations – Vancouver, BC; Edmonton, AB; Calgary, AB; Stratford, ON; Dartmouth, NS.

6.4 Hours – Provided upon confirmation. Off-hours pickup requires written approval.

6.5 Holding Time – Orders held max 7 days. After that, canceled with 25% restocking fee.

6.6 ID Verification – Government-issued ID matching order name required. Third-party pickup requires prior email authorization.

6.7 Inspection – Buyer must inspect items at pickup. Acceptance confirms satisfactory condition.

6.8 Cancellations – Pre-pickup cancellations incur 25% restocking fee.

7. SHIPPING POLICY

7.1 Shipping Terms – Unless otherwise agreed in writing, all shipments of Goods shall be made Ex Works (our warehouse) per INCOTERMS 2020. Title and risk of loss or damage to the Goods shall transfer to Buyer immediately upon delivery of the Goods to the carrier at the shipping point.

This means:
– We hand the Goods over to the carrier at our warehouse.
– At that moment, title and risk transfer to you (the Buyer).
– From that point forward, you are responsible for loss, damage, or any additional shipping-related costs.

7.2 Destinations

7.2.1 Primary Shipping Region – Canada Only

Circuit Sensors ships exclusively within Canada unless otherwise explicitly approved in writing by Circuit Sensors. All domestic shipments are subject to the terms described in this Shipping Policy.

Any shipment or transaction involving export outside Canada is governed exclusively by Section 14 (Cross-Border Transactions).

7.3 Processing Time – Orders are processed within 1-3 business days following payment. Orders placed on weekends or holidays will be processed on the next business day.

7.3.1 Estimated Delivery Time – Estimated delivery time consists of processing time plus carrier transit time.

Orders are typically delivered within 5-10 business days after shipment depending on carrier schedules, destination, freight handling requirements, weather conditions, and other logistical factors.

Delivery timeframes are estimates only and are not guaranteed.

7.3.2 Freight Shipments

Large, oversized, or palletized orders may ship via freight carrier and may require appointment scheduling or terminal pickup.

Freight delivery timelines typically range from 3-10 business days after shipment, depending on destination and carrier availability.

7.3.3 Remote & Rural Locations

Deliveries to remote or rural locations may require additional transit time beyond the estimates listed above.

7.4 Shipping Costs & Additional Fees – Shipping charges are calculated at checkout. Oversized or bulk shipments may incur additional freight surcharges.

Buyer shall bear all costs and risks associated with shipment once Goods are released to the carrier, including:

– Freight charges, insurance, customs, and duties.
– Carrier-assessed fees such as daily storage, Hold for Pickup (HFPU) fees, re-delivery charges, appointment scheduling, liftgate service, detention/demurrage, and other warehouse or handling costs.

Circuit Sensors does not assume or reimburse such costs under any circumstances.

7.5 Carrier & Method – Circuit Sensors reserves the right to select the carrier, method, and route of transportation unless otherwise agreed in writing.

7.6 Tracking Information – Tracking details will be provided via email once the shipment has been released to the carrier.

7.7 Customs & Import Duties – Buyer is solely responsible for all customs clearance, import duties, tariffs, and associated fees, as well as for any delays resulting from customs or government inspections.

7.8 Inability to Receive Goods – If Buyer is unable or unwilling to receive the Goods when tendered, Buyer shall be liable for all resulting costs, losses, or damages, including but not limited to carrier storage charges, HFPU fees, redelivery costs, or warehouse handling expenses.

7.9 Risk of Loss & Claims

Once Goods are handed to the carrier, the Buyer assumes all risk of loss or damage.

Buyer responsibilities, freight claim procedures, inspection requirements, damage reporting obligations, insurance claim procedures, and shipment damage limitations are governed by Section 7.11 (Damaged, Lost & Freight Claim Shipments).

7.10 Optional Shipping Insurance (4% Coverage) – Circuit Sensors offers shipping insurance (“Insurance”) for a premium equal to 4% of the order subtotal (before taxes and shipping). This Insurance provides additional protection against physical loss or damage to Goods occurring during transit from Circuit Sensors’s warehouse to the Buyer’s delivery address. Insurance is subject to the terms and exclusions outlined below.

7.10.1 Coverage If You Purchase Insurance

When Insurance is purchased:
– Circuit Sensors will replace Goods lost/damaged in transit
– Replacement freight is fully covered; replacement shipments will be sent using the same or equivalent shipping method
– Circuit Sensors handles all claim filing
– You only pay a CAD $50 deductible per approved claim
– Inspection may be required

Coverage is valid only if:
– Damage is noted on the BOL at delivery
– Clear photographs of packaging and Goods are provided
– We are notified within 48 hours

Failure to comply with the above requirements may result in denial of coverage.

7.10.2 Coverage If You Do Not Purchase Insurance

If Insurance is not purchased:
– Circuit Sensors will file a freight claim on your behalf
– You must pay upfront for replacement Goods and freight
– If the carrier approves the claim, reimbursement is forwarded to you
– If the carrier denies the claim, you remain responsible for all costs

Shipments without Insurance are not covered for loss or damage, and all replacement costs are the responsibility of the Buyer unless the carrier reimburses the claim.

7.10.3 Insurance Coverage Terms

– Claims must be submitted within 48 hours
– Settlements are based on the invoice value (excluding freight, taxes, or consequential losses)
– $50 deductible per approved claim
– Maximum liability: CAD $75,000 per shipment (unless otherwise agreed)

7.10.4 Insurance Exclusions

Insurance does not cover:
– Damage from improper storage or mishandling
– Concealed damage reported after 48 hours
– Cosmetic damage that does not affect functionality
– Packaging-only damage
– Delays or loss of use
– Consequential or indirect losses

7.10.5 Special Exclusion Clauses

The following standard cargo insurance exclusions apply:
– Termination of Transit (Terrorism)
– Institute Cyber Attack Exclusion
– Radioactive/Chemical/Biological Contamination

7.10.6 Claims Process (Both Insured & Uninsured)

All Buyers must:
1. Inspect Goods at delivery
2. Mark visible damage on BOL as “DAMAGED”
3. Take photos of exterior packaging, interior packaging, and the damaged Goods
4. Notify Circuit Sensors within 48 hours, including: order number, signed BOL with damage notation, photos, and description of issue

Missing documentation may lead to claim denial.

7.10.7 Subrogation

After any claim is settled, Circuit Sensors or its insurer may pursue recovery against carriers or third parties.

7.10.8 Goodwill Assistance (Uninsured Shipments)

For uninsured shipments, Circuit Sensors may offer voluntary, discretionary assistance. This is a courtesy only and does not change the Buyer’s responsibilities under Ex Works.

7.11 DAMAGED, LOST & FREIGHT CLAIM SHIPMENTS

7.11.1 Buyer Responsibility to Inspect Shipments

Buyer is solely responsible for inspecting all Goods immediately upon delivery or pickup, regardless of carrier, shipment method, or packaging condition.

Before signing the delivery receipt or Bill of Lading (“BOL”), Buyer must inspect the shipment for:

– Visible exterior damage
– Broken pallets or crushed packaging
– Water exposure or punctures
– Missing items or shortages
– Concealed freight damage where reasonably discoverable

Signing for a shipment without notation may limit or eliminate the ability to file a freight claim or insurance claim.

7.11.2 Mandatory Damage Notation on Delivery Documents

Any visible damage, shortages, or suspected freight issues must be clearly written on the delivery receipt or Bill of Lading at the time of delivery.

Examples include:
– “DAMAGED”
– “CRUSHED PALLET”
– “1 PANEL DAMAGED”
– “SHORT 2 BOXES”
– “SUBJECT TO INSPECTION”

Statements such as “Pending Inspection” may not be accepted by carriers and do not guarantee claim approval.

Failure to properly note damage at delivery may result in denial of freight claims, insurance claims, replacements, reimbursements, or assistance.

7.11.3 Reporting Deadline

All freight damage, shortages, missing items, or shipment issues must be reported to Circuit Sensors within forty-eight (48) hours of delivery or pickup.

Reports submitted after 48 hours may be denied without exception.

Buyer must provide:
– Order number
– Photos of the shipment
– Photos of packaging and pallet condition
– Photos of damaged Goods
– Signed BOL or delivery receipt
– Description of the issue

Circuit Sensors reserves the right to request additional documentation before assisting with any claim.

Failure to report freight damage, shortages, missing items, or shipment issues within forty-eight (48) hours of delivery shall constitute acceptance of the shipment in its delivered condition, and Circuit Sensors shall have no obligation to provide compensation, replacement, reimbursement, claim assistance, or any other remedy relating to the shipment.

7.11.4 Packaging Retention Requirement

Buyer must retain all original packaging, pallets, crates, wrapping, and damaged Goods until the freight claim or inspection process is fully completed.

Carriers may deny claims if packaging materials are discarded prior to inspection. Discarding packaging before claim resolution may void any available coverage or assistance.

7.11.5 Concealed Damage

Concealed damage refers to damage discovered after delivery where exterior packaging appeared acceptable at the time of receipt.

Concealed damage must still be reported within forty-eight (48) hours of delivery and is subject to carrier and insurance approval. Circuit Sensors does not guarantee approval of concealed damage claims.

7.11.6 Freight Claim Process

For uninsured shipments:
– Circuit Sensors may assist in filing a freight claim as a courtesy;
– Buyer remains financially responsible for replacement products, freight, and related costs unless the carrier approves the claim; and
– Any reimbursement received from the carrier will be forwarded to the Buyer after recovery.

For insured shipments purchased through Circuit Sensors shipping insurance:
– Circuit Sensors will manage the freight claim process;
– Approved claims are subject to the insurance deductible and policy terms; and
– Replacement shipments may require carrier inspection approval before processing.

7.11.7 No Guaranteed Replacement Timeline

Replacement shipments, claim resolutions, and freight investigations are dependent on carrier response times, supplier availability, inventory levels, and claim approval status. Circuit Sensors does not guarantee replacement or resolution timelines.

7.11.8 Cosmetic Damage

Minor cosmetic imperfections that do not impact functionality, safety, or electrical performance may not qualify for replacement, refund, or freight claim approval.

Examples may include:
– Minor frame scratches
– Small dents
– Packaging scuffs
– Cosmetic pallet damage

Circuit Sensors reserves sole discretion in determining whether cosmetic damage materially affects product usability.

7.11.9 Solar Panel Shipment Limitation

Solar panels are fragile freight items and may occasionally sustain transit damage despite proper packaging and carrier handling.

For solar panel shipments:
– Replacements are limited to one-for-one replacement only;
– Circuit Sensors does not provide repeated replacement shipments for recurring freight damage claims; and
– If a replacement shipment is also damaged in transit, Buyer must pursue recovery directly through the carrier or purchased insurance coverage.

Circuit Sensors strongly recommends purchasing shipping insurance for all panel shipments.

7.11.10 Refused Deliveries

Buyer must not refuse delivery for minor or isolated freight damage unless specifically instructed by Circuit Sensors.

Refusing a shipment may result in:
– Return freight charges
– Storage fees
– Re-delivery charges
– Carrier penalties
– Additional handling costs

Such costs remain the sole responsibility of the Buyer.

7.11.11 Limitation of Liability for Freight Damage

To the fullest extent permitted by law, Circuit Sensors shall not be liable for:
– Carrier-caused damage
– Delays in claim processing
– Denied freight claims
– Consequential losses
– Labor costs
– Downtime
– Lost revenue
– Installation delays
– Project penalties
– Additional travel expenses

Circuit Sensors’s maximum liability relating to freight damage shall not exceed the original purchase price of the affected Goods actually paid by the Buyer.

7.11.12 Goodwill Assistance

Any assistance, partial credits, discounted replacements, or claim support provided by Circuit Sensors for uninsured shipments is voluntary and provided strictly as a goodwill gesture.

Such assistance:
– Does not modify the Ex Works shipping terms;
– Does not create precedent;
– Does not constitute admission of liability; and
– May be refused at Circuit Sensors’s sole discretion.

8. RETURN POLICY

8.1 Eligibility – Returns are accepted within 30 days of delivery, provided that Goods are unused, in original packaging, and accompanied by proof of purchase. A 25% restocking fee applies to all eligible non-defective returns. Products verified as defective or damaged by Circuit Sensors are not subject to the restocking fee.

8.2 Non-Returnable Items – The following items are final sale and strictly non-returnable under all circumstances:

– Solar panels
– Batteries
– Rails or any long-length racking components (typically 6-20 ft+)
– Complete solar mounting or racking kits, including but not limited to: Kinetic Solar (6-48 module systems), Fast-Rack Ultra, GMX and/or Elite Racks, any bundled or complete roof-mount or ground-mount system sold as a kit (including full racking packages)
– Orders over $10,000 CAD
– Custom-built, cut-to-length, or special-order products
– Final sale/clearance items
– Opened consumables
– Goods damaged, altered, or misused by Buyer
– Oversized freight items (including long-length components that exceed standard courier limits)

Note: Long-length rails and complete mounting kits cannot be returned due to industry safety standards, freight risk, and manufacturer warranty rules.

8.3 Return Shipping & Costs

Unless Circuit Sensors is directly at fault, Buyer is solely responsible for all costs of return shipping, including but not limited to freight, insurance, duties, taxes, brokerage fees, carrier-assessed fees, storage fees, re-delivery charges, and any other costs associated with returning Goods.

All returns must be shipped or delivered exclusively to Circuit Sensors’s designated return facility located at:

Circuit Sensors Returns – Order Number
11, 7471 Edgar Industrial Bend
Red Deer, Alberta T4P 3Z5
Canada

Returns sent to any partner warehouse, supplier warehouse, fulfillment location, pickup point, or any address other than the authorized Red Deer return facility may be refused, rejected, returned to sender at Buyer’s expense, or accepted and re-added to inventory without refund. Circuit Sensors reserves the right to apply additional restocking, handling, administrative, freight, inspection, storage, or processing fees to improperly returned Goods.

All return shipments shall be made Ex Works (Buyer’s location) per INCOTERMS 2020, meaning risk of loss, damage, theft, or delay during return transit remains solely with Buyer until the Goods are physically received, inspected, and accepted by Circuit Sensors at the authorized Red Deer return facility.

Buyer is solely responsible for ensuring that returned Goods are properly packaged, palletized, protected, and insured for transit. Any Goods received damaged, incomplete, improperly packaged, altered, or otherwise unsuitable for resale may be refused, partially refunded, reclassified as non-returnable, or subject to additional fees at Circuit Sensors’s sole discretion.

8.4 Return Process – To initiate a return, Buyer must contact our support team with order number, item(s) being returned, and reason for return. Circuit Sensors will issue return instructions and the authorized Red Deer return address.

Buyer must not return Goods without prior authorization from Circuit Sensors. Unauthorized returns or returns sent to incorrect locations may be refused or rejected at Buyer’s expense. Buyer must use a trackable shipping service.

8.5 Exchanges – Exchanges follow the same process as returns and are subject to the same conditions and fees.

8.6 Refunds – Refunds will be processed to the original payment method within 10 business days after inspection and approval of the returned Goods. Shipping charges are non-refundable unless Circuit Sensors was at fault.

8.7 Defective or Damaged Goods – Claims for defective or damaged Goods must be reported within 48 hours of delivery with supporting photos. For solar panels, replacements are one-for-one only; no further replacements will be issued if the replacement panel is damaged in shipping. Cosmetic issues not affecting performance may not qualify for replacement.

8.8 International Returns – For international orders, Buyer is responsible for all costs associated with returning Goods, including freight, customs clearance, duties, taxes, brokerage fees, and insurance.

8.9 Cancellations – All orders are subject to a 25% restocking and administrative fee once placed.

– Any cancellation requested after an order has been placed, regardless of order status (including but not limited to Received, Processing, Picked, Packed, Shipped, or Held for Pickup), is subject to a 25% restocking and administrative fee.
– This fee applies regardless of whether the Goods are returnable or non-returnable, and whether or not the Goods have shipped, been picked up, or left Circuit Sensors’s possession.
– Orders that have already shipped or been picked up cannot be canceled and must follow the Return Policy if eligible. Items listed as final sale or non-returnable remain non-returnable under all circumstances, even if a cancellation is requested.
– If a cancellation is approved, any refund issued will be net of the 25% restocking fee, and may be reduced further by non-refundable costs, including but not limited to shipping, freight, carrier-assessed fees, customs-related charges, and payment processing fees. In some cases, these deductions may equal the full order value.
– USA-bound orders remain final sale, non-cancellable, and non-refundable, without exception.

9. FORCE MAJEURE

Circuit Sensors is not liable for delays or failures due to events beyond its control, including natural disasters, strikes, carrier delays, supply chain issues, or government actions.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Circuit Sensors’s total liability shall not exceed the purchase price of the goods/services giving rise to the claim.

11. INDEMNIFICATION

Buyer agrees to indemnify and hold harmless Circuit Sensors from any claims, damages, or expenses arising from Buyer’s misuse, resale, or modification of products.

12. GOVERNING LAW & JURISDICTION

This Agreement is governed by the laws of the Province of Alberta, Canada. Any disputes shall be resolved exclusively in the courts located in Alberta.

13. SEVERABILITY

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect.

14. CROSS-BORDER TRANSACTIONS (UNITED STATES)

Important Notice – USA Orders Summary

All orders that are shipped to, picked up for, or otherwise transported into the United States are treated as cross-border (USA-bound) transactions and are considered final sale with no exceptions. Once goods leave our possession or are picked up by you or your agent, they are non-refundable and non-returnable under all circumstances, including if a shipment is delayed, rejected, seized, returned, or fails to clear U.S. customs. The buyer is solely responsible for all duties, tariffs, taxes, brokerage, compliance requirements, and any other import-related costs or risks, and Circuit Sensors does not act as the importer of record or estimate or cover these charges. If a shipment fails to enter the United States or is returned for any reason, no refund or credit will be issued and all associated costs remain the buyer’s responsibility. All USA-bound orders are also subject to a non-refundable cross-border transaction fee (minimum $150 USD or 12% of the order value, whichever is greater) and must be purchased at full list price, as promotions and discounts do not apply.

14.1 Canada-Only Sales Policy

Circuit Sensors ships exclusively within Canada unless explicitly approved in writing by Circuit Sensors.

Any sale, pickup, or shipment involving export to the United States is considered a cross-border (USA-bound) transaction and is governed solely by this Section 14.

14.2 Definition of USA-Bound Transactions

Any order that is:
– Shipped to the United States,
– Picked up in Canada for transport to the United States,
– Collected or transported by a freight forwarder, carrier, or third party for U.S. delivery, or
– Exported to the United States by the Buyer or the Buyer’s agent

is deemed a USA-bound transaction, regardless of shipping method or point of transfer.

14.3 Final Sale – Absolutely No Refunds

All USA-bound transactions are 100% final sale, non-refundable, and non-returnable, without exception.

This applies to all fulfillment methods, including but not limited to:
– Buyer pickup at Circuit Sensors facilities
– Buyer-arranged freight forwarding
– Carrier pickup arranged by the Buyer
– Shipments arranged by Circuit Sensors
– Third-party logistics providers or reshippers

Once the Goods leave Circuit Sensors’s possession, or are picked up by the Buyer or the Buyer’s agent, no refunds, returns, credits, or price adjustments will be issued under any circumstances.

14.4 Failure to Enter the United States – No Refund

If the Goods fail to enter the United States for any reason, no refund will be issued for:
– Products
– Shipping charges
– Customs-related fees
– Brokerage fees
– Inbound or outbound logistics
– Return transportation or handling costs

This includes, without limitation, situations where:
– U.S. Customs refuses or rejects the shipment
– The shipment is delayed, held, inspected, seized, or destroyed
– Documentation is missing, incorrect, or rejected
– Duties, tariffs, or taxes are unpaid
– The Buyer fails to arrange clearance or pickup
– The shipment is returned to Canada or abandoned

14.5 Duties, Tariffs, Taxes & Import Fees – Buyer’s Sole Responsibility

All duties, tariffs, import fees, customs charges, taxes, brokerage fees, government assessments, regulatory fees, penalties, and any other charges imposed by U.S. or foreign authorities are the sole and exclusive responsibility of the Buyer.

Circuit Sensors:
– Does NOT collect U.S. duties, tariffs, or import taxes
– Does NOT estimate or guarantee import costs
– Does NOT advance, prepay, or remit such fees on the Buyer’s behalf
– Does NOT act as importer of record unless explicitly agreed in writing

The purchase price charged by Circuit Sensors covers only the Goods (and any explicitly stated fees such as shipping or cross-border transaction fees). All government-imposed or third-party charges are outside the scope of the sale.

Failure or refusal by the Buyer to pay required duties, tariffs, taxes, or import fees:
– Does not create a right to a refund
– Does not void the sale
– Does not transfer liability to Circuit Sensors

14.6 Buyer Assumes All Cross-Border Risk

The Buyer assumes full and exclusive responsibility for all risks associated with transporting Goods into or within the United States, including but not limited to:
– Duties, tariffs, taxes, and customs clearance
– Import documentation requirements
– Regulatory compliance (including FDA, EPA, DOE, or similar agencies)
– Brokerage, inspection, storage, and port fees
– Border delays, denials, seizures, or enforcement actions
– Loss, damage, misrouting, or carrier failure

Circuit Sensors does not provide refunds, replacements, or credits for any USA-bound order.

14.7 Returned or Rejected Goods – No Refund Under Any Circumstance

If a USA-bound shipment is returned to Canada for any reason (including border rejection, unpaid duties, failed pickup, incorrect documentation, or abandonment):
– The Goods remain final sale
– No refund will be issued for products, shipping, or handling
– The Buyer is solely responsible for all associated costs, including return freight, storage fees, warehouse handling charges, customs or brokerage fees, and carrier-assessed penalties or surcharges

Returned USA-bound Goods do not become eligible for refunds even if received in perfect condition.

14.8 Cross-Border Transaction Fee (USA Orders)

All USA-bound transactions are subject to a mandatory Cross-Border Transaction Fee to offset administrative, financial, compliance, and cross-border risk costs.

– 12% of the total order value (excluding taxes)
– Minimum charge: USD $150 per order
– The greater amount applies

This fee:
– Is non-refundable under all circumstances
– Is charged regardless of shipment outcome
– Remains payable even if the Goods are refused, delayed, seized, rejected, returned, or abandoned

Failure to pay this fee may result in the order being placed on hold or cancelled at Circuit Sensors’s sole discretion. Cancellation does not override the Final Sale and No Refund provisions of this Section.

14.9 Promotions, Discounts & Sale Pricing – Not Applicable

USA-bound transactions are expressly excluded from all promotions, discounts, and pricing incentives.

All USA-bound orders shall be:
– Quoted and invoiced at full regular list price, and
– Charged at full price regardless of any promotion displayed or advertised

Any promotional pricing applied in error:
– Does not create a binding obligation
– May be corrected or re-invoiced
– Does not entitle the Buyer to cancellation, refund, or price matching