General Terms and Conditions of Sale

1. Applicability

These guidelines and procedures of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between Solaires Enterprises Inc. or an affiliate thereof ("Seller") and the purchaser (“Purchaser”) with respect to the purchase and sale of products (“Products”) and services ("Services") indicated on Sales Documents.  

1.1 These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfilment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms.

1.2 Certain Products and Services may be subject to additional terms (“Supplemental Terms”) not contained herein, which, when applicable, may be referenced on or provided with Sales Documents or Seller’s websites or provided by Seller upon request.

1.3 If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.

2. Definitions

“Purchaser” - The individual or entity purchasing the Products covered by these General Terms and Conditions of Sale

“Agreement” - The invoice together with  the General Terms and Conditions of Sale

“Invoice” - The invoice issued by Seller covering the Products in the purchase order, proforma invoice or commercial invoice

“Products” or “Services” - the products or services of the Seller covered by these General Terms and Conditions of Sale

“Purchase Order” - The purchase order issued by Purchaser to Seller

"General Terms and Conditions of Sale” or “Terms” - These General Terms and Conditions of Sale which may be amended from time to time

“Seller” - Solaires Entreprises Inc., or its affiliate indicated on the Invoice or Purchase Order

“Sales Documents” - any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. 

3. Acceptance

The Purchaser Order is a binding offer by Purchaser to purchase the Products or Services from Seller in accordance with and subject to these General Terms and Conditions of Sale. Seller will be deemed to have accepted the Purchase Order when it (i) sends Purchaser notice of acceptance in writing (e.g. invoice via email) and/or (ii) delivers any or all the Products covered by the Purchase Order, whichever occurs first. No agreement will exist except as herein provided.

3.1 Purchaser may not modify or cancel the Agreement without Seller’s express written consent. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.

4. No Exclusivity

This Agreement is a non-exclusive agreement between Purchaser and Seller for the purchase and sale of Products and Services.

5. Termination

In addition to any other remedies provided hereunder, Seller may immediately terminate the Agreement upon written notice if Purchaser: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied herewith, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganisation, or assignment for the benefit of creditors (iv) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6. Delivery

Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. Seller shall not be liable for any delays, loss or damage in transit. Delay in delivery shall not relieve the Purchaser of obligations to accept remaining deliveries. Seller may, in its sole discretion, make partial shipments of Products and invoice immediately therefore. Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Purchaser's order.

6.1 Unless otherwise agreed in writing, Products are shipped using Seller's standard packaging and shipping methods, for which fees may apply. Unless otherwise agreed upon in writing by the parties or set forth on an Order Confirmation: (i) delivery of Products shall be made CPT Purchaser’s Ship-To Address (INCOTERMS® 2020), (ii) freight costs shall be prepaid by Seller and added to its invoice to Purchaser, and (iii) title to Products (excluding any Software) shall pass to Purchaser upon their arrival at the destination.

7. Use of Products

Purchaser shall (i) comply with all instructions, limitations, specifications, use statements or conditions of use made available by Seller, including but not limited to product specifications of intended use, product data, product information, safety data sheets, limited use information and labelling, and (ii) properly test, use, manufacture and market Products and/or materials produced with Products.

7.1 Purchaser acknowledges that the Products have not been tested by Seller for safety or efficacy in any particular application unless otherwise stated in Seller’s written materials.

7.2 Purchaser is solely responsible for: (i) obtaining any necessary intellectual property permission related to the use of Products, (ii) compliance with all applicable regulatory requirements and generally accepted industry standards, and (iii) conducting all necessary testing and verification, including for fitness for the intended purpose.

7.3 If the Seller’s written material indicates that the Products are offered and sold for research purposes only, Purchaser has no express or implied authorization from Seller to use such Products for any other purpose. 

7.4 Purchaser shall not market, distribute, resell or export Products for any purpose, unless otherwise agreed by Seller in writing.

7.5 Purchaser expressly represents to properly test and use Products purchased from Seller in accordance with the practices of a reasonable person who is an expert in the field, and in strict compliance with all applicable laws, regulations and safety measures recommendations.

7.6 Purchaser further warrants to Seller that any material produced with Products from Seller shall not be adulterated or misbranded.

8. Inspection and Rejection of Nonconforming Products

Purchaser shall inspect the Products immediately upon receipt and shall notify Seller in writing of any claims for shortages, defects or damages within five (5) days. If Purchaser shall fail to notify Seller, such Products shall conclusively be irrevocably accepted by Purchaser.

8.1 Nonconforming Products means only those delivered Products or quantity thereof which are different than identified in the Purchase Order.

8.2 If notified, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit the price for such Nonconforming Products or, (iii) in the event of partial delivery, adjust the invoice to reflect the actual quantity delivered. Seller reserves the right to inspect Products. Purchaser acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Nonconforming Products.

8.3 Seller shall not be liable for any loss or damage as a result of any cause beyond Seller’s reasonable control.

9. Returns and Disposal

Purchaser shall not return or dispose of Products without Seller’s prior written consent. Seller reserves the right to inspect Products at Purchaser’s site and/or require disposal instead of return. 

9.1 All returns shall be done within ninety (90) days and must be in compliance with Seller’s instructions. Any returns may be subject to a restocking charge, to be determined by Seller. Certain Products (e.g. custom Products or special orders) may not be returned under any circumstances. 

9.2 Title to returned Products shall transfer to Seller upon acceptance at the facility designated by Seller. Any returned Products must be in their original packaging with the original label affixed, and unaltered in form and content. Seller has the right to repair and return damaged products.

10. Price and Payment

Purchaser shall purchase Products and Services from Seller at the prices offered by Seller, including but not limited to prices in a valid quotation or prices on a published price list valid as of date of the applicable Order Confirmation. If there is a price increase before Products are shipped, then the Agreement shall be construed as if the increased prices were originally inserted therein, and Purchaser shall be invoiced by Seller in accordance therewith. Seller has the right to change the prices at any time.

10.1 All prices are exclusive of all sales, use, and excise taxes, duties, customs, tariffs, and any other similar taxes or charges of any kind imposed by any governmental authority or quasi-governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such taxes and charges; provided, however, that Purchaser shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets. In the event Seller is required to pay any such charge, Purchaser shall reimburse Seller.

10.2 Purchaser shall pay all invoiced amounts within thirty (30) days from date of invoice to the specified bank account or as otherwise instructed. If the financial condition of Purchaser results in the insecurity of Seller, Seller may delay or postpone the delivery of the products. Seller is authorized to change the terms of payment to payment in full or in part in advance.

10.3 Purchaser shall not withhold payment of any amounts due and payable hereunder by reason of any set-off of any claim or dispute with Seller. In the event of default by Purchaser in the payment, Seller may defer delivery or terminate the Agreement.

11. Limited Warranties

Seller warrants that its Products shall conform to the description provided to Purchaser through Seller’s written materials. Therefore, Products will conform (but not limited) to Seller’s Products Technical Data Sheets specifications for the shelf life of the Product or the period prior to the expiration date of Product, whichever is shorter. This warranty is exclusive, and Seller makes no other warranty or fitness for any particular purpose.

11.1 Seller’s warranties shall not be effective if Seller has determined that Purchaser has misused or failed to use the products in accordance with industry standard and practices, or with the strict instructions furnished by Seller.

11.2 Purchaser’s exclusive remedy with respect to products proved to Seller’s satisfaction to be defective shall be replaced without charge or refund, in Seller’s sole discretion, upon the return of such products.

11.3 Seller shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the products.

12. Limitation of Liability and Indemnification

Seller shall not be liable to Purchaser for direct, indirect, special or consequential damages, or for loss of production or loss of profits or claims of third parties against Purchaser, resulting from any cause whatsoever including, but not limited to, any delay, act error or omission of Seller, and Seller’s sole liability to Purchaser for any cause of action, whether based upon negligence, contract or strict liability shall be to replace any products covered by this Agreement which do not conform to specifications. Purchaser assumes all risks and liability arising from unloading, discharge, storage, handling and use of the Products sold hereunder, including risk or damage resulting from the use of such goods either alone or in combination with other substances.

12.1 Liability of Seller for any loss or damage suffered by Purchaser and arising by reason of defects in Seller products is limited to the invoice price of the same products.

12.2 Purchaser shall indemnify and hold Seller, its affiliates, and their respective agents, employees, and representatives, harmless from and against all claims, damages, losses, costs and expenses (including attorney’s fees) (i) arising from or in connection with the transport, storage, sale or use of Products, (ii) resulting from Purchaser’s breach of the Agreement, and/or (iii) arising from the negligence, recklessness or misconduct of Purchaser, its affiliates, or their respective agents, employees, partners or subcontractors.

13. Compliance with Laws

Purchaser agrees that, in performing its obligations under these General Terms and Conditions of Sale, and in the performance of any sale, distribution or marketing of Products, Purchaser will comply (and will require all of its employees and other agents involved in Purchaser's performance under these General Terms and Conditions of Sale, to comply) with all applicable federal, state, local and foreign laws (including, without limitation, common law), rules, statues, regulations.

14. Intellectual Property and Confidential Information

Purchaser acknowledges that it has no rights in or to any of the Seller’s intellectual property, including without limitation the trademarks and trade dress, copyrightable material, domain names, generic top-level domain name (gTLD), and patents used on and/or in connection with any of the Products whether used on Products, packaging, labelling, advertising, sales promotion materials, or otherwise ("Intellectual Property"). Purchaser shall not attempt directly or indirectly to register, or otherwise make any claim of ownership or any other right in any of said Intellectual Property or anything confusingly similar thereto, and shall not at any time do, or cause to be done, any act or thing impairing or tending to impair any of the Seller’s Intellectual Property.

14.1 Purchaser shall not in any way alter, or permit the alteration of, the content, composition, presentation, container, packaging, or trademarks of any of the Products as supplied by Seller or other parties approved by Seller. Any and all use of any of the Intellectual Property by Purchaser shall inure to the benefit of Seller, and Purchaser shall assist Seller or its designee with any requested proof of use, or anything else requested by Seller or its designee, to register, maintain, or defend any of the Intellectual Property. Seller may terminate this Agreement immediately upon written notice to Purchaser in the event Purchaser materially breaches this provision.

14.2 All non-public, confidential or proprietary information disclosed by Seller to Purchaser, whether disclosed orally or disclosed in written, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by Purchaser for its own use.

15. Title

Title and risk in the Products shall pass from Seller to Purchaser at Purchaser's shipping address. The risk of destruction, loss or damage shall pass to Purchaser upon dispatch of the products or, if they are collected by Purchaser, at the time they are placed at Purchaser’s disposal. Title to the goods shall not pass to Purchaser until he has fulfilled all liabilities arising from his business connection with Seller, which shall include settling accessory claims and claims for damages and honouring bills.

16. Force Majeure

Neither party will be in default of any obligation under this Agreement (other than obligations to pay money) to the extent performance is prevented or delayed by a Force Majeure Event.  A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers.  The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event.  A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof.  Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.

17. Miscellaneous

17.1 No Waiver - No waiver by Seller of any provisions of the Agreement is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof.

17.2 Assignment - Purchaser shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves Purchaser of any of its obligations hereunder.

17.3 Relationship of the Parties - The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

17.4 No Third-Party Beneficiaries - The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.

17.5 Publicity and Use of Name - Purchaser shall not, without the prior written consent of Seller, (a) refer to Seller, its affiliates, Products or Services in any marketing, promotion or other publicity material, whether written or in electronic form, or (b) use proprietary brand names, trademarks, trade names, logos and other intellectual property owned by Seller or one of its affiliates.

17.6 Governing Law and Venue - All matters arising out of or relating to the Agreement are governed by and interpreted and construed in accordance with the laws of the Province of British Columbia and the Federal laws of Canada applicable therein and each party submits to the jurisdiction of courts of competent jurisdiction in the Province of British Columbia, Canada.

17.7 Notices - Except if otherwise agreed upon by the parties, any notices required hereunder shall be made in writing and sent by courier service with tracking or registered or certified mail to the other party at its registered office or principal place of business or such other address as indicated by the receiving party.

17.8 Severability - If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17.9 Survival - Provisions hereof which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement 

17.10 Amendment and Modification - Except as otherwise set forth herein, the Agreement may only be amended or modified in writing and signed by an authorized representative of each party.

17.11 Quality - The properties of the products shall only include the properties as stated in the product descriptions, specifications and labeling of Seller. Public statements, claims or advertising shall not be classed as information on the properties of the item for sale. Any suggestions by Seller regarding use or suitability of the products shall not be construed as an express warranty. The uses of Seller’s products are beyond Seller’s control, and therefore entirely Purchaser’s responsibility.