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SALES TERMS AND CONDITIONS

Effective Date: August 8, 2025

Last Updated: August 8, 2025

These Sales Terms and Conditions (“Agreement”) govern the sale of all goods (“Goods”) and services (“Services”), including but not limited to design, assembly, kitting, and material handling services, by Circuit Holdings LTD and its affiliated brands, including but not limited to Circuit Solar, Circuit Sensors, Circuit Weather, and The Off-Grid Solar (“Circuit Solar™,” “we,” “our,” or “us”), to the customer (“Buyer,” “you,” or “your”).

By placing an order, requesting a quote, accepting delivery, or using our Services, you agree to be bound by this Agreement in full. This Agreement supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written.

1. GENERAL TERMS

  1. These Sales Terms and Conditions constitute the entire agreement between Circuit Solar™ and Buyer.

  2. Any terms in Buyer’s purchase orders or other documents that conflict with this Agreement are null and void unless expressly accepted in writing by Circuit Solar™.

  3. No employee, agent, or representative of Circuit Solar™ has authority to verbally modify, alter, or waive these terms. All modifications must be in writing, signed by an authorized Circuit Solar™ representative.

2. PRICING & QUOTES

  1. Quotations are valid for 15 days unless otherwise stated and are subject to change without notice until accepted by Circuit Solar™.

  2. All prices are confidential. Buyer shall not disclose pricing to any unrelated third party.

  3. Breach of confidentiality regarding pricing entitles Circuit Solar™ to seek injunctive relief in addition to any legal or equitable remedies.

  4. Quotes do not reserve inventory. Stock is allocated only upon payment or approved credit.

3. SHIPPING & DELIVERY

  1. Unless otherwise agreed in writing, all shipments are Ex Works – Circuit Solar™; risk of loss passes to Buyer upon handoff to the carrier.

  2. If Circuit Solar™ pays part or all shipping costs, shipment will be CPT – Destination – Incoterms® 2020, and Circuit Solar™ will select the carrier, rate, method, and route.

  3. Circuit Solar™ is not liable for delivery delays due to causes beyond our control, including Force Majeure events.

  4. Buyer is responsible for obtaining and paying for all licenses, permits, insurance, and compliance requirements for transport.

  5. If Buyer is unable to receive delivery when tendered, Buyer is liable for storage fees, redelivery costs, and any resulting losses or damages.

4. DAMAGED SHIPMENTS – MANDATORY PROCEDURE

We enforce a zero-tolerance compliance policy for transit damage claims.

Failure to follow all procedures below will result in immediate and irreversible denial of claims, refunds, or replacements.

4.1 Disclaimer – Customer-Arranged Shipping

  • Shipments transported under Buyer’s own carrier account, arranged directly by Buyer, or collected via Customer Pickup are entirely exempt from damage claims, refunds, or replacements.

  • All risk lies solely with Buyer for such shipments.

4.2 Mandatory Delivery Inspection (Before Signing the BOL or Delivery Receipt)

Buyer must:

  1. Fully inspect all Goods on-site while the driver is present.

  2. Look for visible and concealed damage, shortages, and incorrect items.

  3. Take clear, high-resolution photos of each damaged item (multiple angles), all packaging, pallets, and any impact points.

  4. Clearly mark the Bill of Lading (“BOL”) with “DAMAGED” for each affected item.

  5. Have the driver sign and acknowledge the damage notation.

  6. Retain a signed copy of the BOL for your records.

4.3 Immediate Notification to Circuit Solar™

  • Deadline: Within 48 hours of delivery (including weekends and holidays).

  • Email: Circuit Solar™ with:

    • Photos of damage

    • Signed BOL with damage notation

    • Order number and detailed description

  • Late reports are automatically denied, regardless of photographic evidence.

4.4 Retention of Packaging and Product

  • All packaging and damaged items must be retained until carrier inspection is complete.

  • Disposal or alteration before clearance voids the claim.

4.5 Special Rules for Solar Panels, Rails & Oversized Goods

  • On-site inspection is mandatory.

  • Any concealed damage found after signing without a “DAMAGED” note on the BOL is ineligible for claims.

4.6 Legal Waiver by Signature

  • Signing the delivery receipt without noting damage is an explicit waiver of all damage claims.

4.7 Claim Resolution

  • If procedures are followed and the claim is approved, replacements or refunds will be provided based on stock availability and carrier claim outcome.

  • Buyer must hold damaged products until Circuit Solar™issues return or disposal instructions. Unauthorized returns are refused.

5. LOSS IN TRANSIT

  • Buyer must note shortages or missing packages on the BOL at delivery.

  • Report lost items to Circuit Solar™ immediately.

  • If replacement is needed before the lost shipment is found, Buyer must pay for expedited shipping.

6. INCORRECT SHIPMENTS

If Goods received do not match the packing slip:

  1. Contact Circuit Solar™ immediately with photos and quantities of incorrect items.

  2. Circuit Solar™ will verify inventory and, if applicable, arrange replacements.

7. RETURNS & RESTOCKING

  1. Returns accepted within 30 days of delivery for unused, uninstalled products in original packaging with all accessories.

  2. All returns require an RMA (Return Merchandise Authorization).

  3. Returns without an RMA are refused and not credited.

  4. A 35% restocking fee applies to all returns.

  5. Buyer is responsible for return shipping costs and all risk of loss/damage during return transit.

  6. Non-returnable items include:

    • Solar panels

    • Batteries

    • Orders over $10,000

    • Custom or special orders

    • Final sale items

    • Opened consumables

    • Products damaged through misuse or improper installation

8. SPECIAL ORDERS

  • No returns, cancellations, or refunds are accepted for special-order, drop-ship, or end-of-life products.

9. PAYMENT TERMS

  1. Full payment is required at the time of order placement unless otherwise agreed in writing by Circuit Solar™.

  2. Orders will not be processed, scheduled for shipment, or released for pickup until payment has been received in full and cleared.

  3. Accepted payment methods include credit/debit card, bank transfer (EFT/ACH), and eTransfer (Canada).

  4. All payments must be made in Canadian Dollars (CAD) unless otherwise stated.

  5. All sales are final upon payment, subject only to return and cancellation rights provided in these Sales Terms and Conditions.

10. TAXES

  • Prices exclude all applicable taxes, duties, and government charges. Buyer is responsible for all such costs unless exempt by law.

11. CANCELLATIONS

  • Orders may only be canceled with Circuit Solar™’s written consent and are subject to charges for costs incurred.

12. WARRANTIES & PRODUCT SUITABILITY

  • Circuit Solar™ provides no warranties beyond manufacturer warranties.

  • Buyer is responsible for ensuring Goods are suitable for their intended use and comply with all laws and codes.

13. OWNERSHIP OF INTELLECTUAL PROPERTY

  • All designs, data, and proprietary information remain the property of Circuit Solar™. No rights are transferred unless agreed in writing.

14. LIMITATION OF LIABILITY

  • Circuit Solar™’s liability is limited to the purchase price of the affected Goods or Services.

  • We are not liable for indirect, incidental, or consequential damages.

15. INDEMNIFICATION

  • Buyer shall indemnify and hold harmless Circuit Solar™ from all claims, losses, and damages arising from Buyer’s use, resale, or handling of Goods.

16. FORCE MAJEURE

  • Circuit Solar™ is not liable for delays or non-performance caused by events beyond its reasonable control, including natural disasters, strikes, supply shortages, or government actions.

17. GOVERNING LAW & JURISDICTION

  • This Agreement is governed by the laws of Canada and the province of British Columbia.

  • All disputes shall be resolved exclusively in the courts of British Columbia.

18. CONTACT INFORMATION

Circuit Solar™
PO Box 721, Lytton, BC V0K1Z0, Canada