Sales Terms and Conditions

These Sales Terms and Conditions ("Agreement") are entered into by Circuit Solar, a corporation incorporated under the laws of Alberta, Canada, with its principal place of business at Unit 11, 7471 Edgar Industrial Bend, Red Deer, Alberta T4P 3Z5 ("Circuit Solar," "we," "our," or "us").

This Agreement governs 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 Solar 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.

1. General Terms

1.1 Entire Agreement - This Agreement constitutes the complete and exclusive contract between Circuit Solar 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 Solar representative.

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

1.4 Order Acceptance - An order confirmation, payment receipt, or automated acknowledgment is confirmation of receipt only and does not constitute acceptance of an order. A contract of sale is formed only when Circuit Solar issues a shipping confirmation, releases the Goods for pickup, or otherwise expressly accepts the order in writing. Circuit Solar may decline any order in whole or in part.

1.5 Pricing, Description and Availability Errors - Product listings, prices, specifications, images, and availability indicators are maintained across a large catalogue, in part from third-party supplier data, and may contain errors. Where an order is affected by a pricing, description, specification, or availability error, Circuit Solar may cancel the affected line or the entire order and refund all amounts paid for it in full, or may offer to proceed at the corrected price with the Buyer's written approval. In either case no cancellation, restocking, or administrative fee applies. Displayed pricing does not bind Circuit Solar where it is materially incorrect.

1.6 Promotions and Discounts - Promotional pricing, sitewide discounts, and volume or pallet pricing apply only to orders placed while the promotion is displayed, cannot be applied retroactively to completed orders, and may be modified or withdrawn at any time. Promotions do not apply to USA-bound transactions; see Section 17.9.

2. Pricing and Quotes

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

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

2.3 Processing Time - Standard quotes are processed within 1 to 3 business days. Complex or 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; see Section 6.7.

2.5 Payment for Quotes - Accepted quotes require payment in full. Accepted payment methods are those set out in Section 4.1. Special or deferred payment terms require written approval from an authorized Circuit Solar representative.

2.6 Shipping in Quotes - Where applicable, quotes will include estimated shipping costs, lead times, and options. Shipping estimates are based on the availability and origin of the Goods at the time of quoting and may change if either changes before the quote is accepted.

2.7 Changes and Cancellations - Modifications may be requested before acceptance, subject to price adjustments. Once a quote has been accepted and paid, cancellation is governed by Section 9.9.

3. Price Match Policy

3.1 Eligibility - Price matches apply to identical new products from authorized Canadian retailers, publicly advertised, valued at $150 CAD or more before taxes and shipping, requested before purchase completion. The competing item must be in stock and available to ship to the Buyer's address at the advertised price.

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

3.3 Request Process - Contact Circuit Solar before purchase with proof of the advertised price, by URL or printed advertisement.

3.4 Verification - Circuit Solar will verify eligibility. Approval is at Circuit Solar's discretion.

3.5 Limitations - One price match per identical product per customer. An approved price match replaces, and is not combined with, any other Circuit Solar promotion, discount, sitewide offer, or volume pricing otherwise applicable to the same product. Circuit Solar will apply whichever price is lower.

4. Payment Policy

4.1 Accepted Methods - We accept the following payment methods:

• Credit cards and debit cards (Visa, MasterCard, Amex).
• E-Transfer (Canada).
• Affirm (subject to an eligibility check).
• EFT and 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 does not imply credit approval.

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

4.4 Product Price and Shipping or 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 (Shipping Point) per INCOTERMS 2020. "Shipping Point" means the facility from which the Goods are released, which may be Circuit Solar's Red Deer facility or a supplier or partner distribution facility within Canada. Buyer shall bear all costs and risks associated with shipment from that point forward.
• If Circuit Solar 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 and 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 - Shipments are not insured by default. Circuit Solar offers optional shipping insurance under Section 8.10, which applies only where the applicable premium has been paid and the conditions of that Section are met. Where optional insurance has not been purchased, the Goods travel at the Buyer's risk from the Shipping Point and the Buyer is responsible for arranging any coverage it requires, 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 and Chargebacks - Refunds will be processed in accordance with our Return Policy (Section 9). Unauthorized chargebacks may result in suspension of future transactions.

4.10 Wholesale and 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 - Where Circuit Solar has agreed in writing to invoice the Buyer or to extend payment terms, any amount not paid in full within thirty (30) days from the invoice date shall be considered past due.

• Beginning on the 31st day after the invoice 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 Solar reserves the right to suspend or cancel pending orders, shipments, services, 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 Solar's right to recover the full outstanding balance or applicable late fees.

5. Pre-Order, Backorder & Reservation Policy

5.1 Definition and 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 and 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 Solar, the cancellation fee may be reduced or waived. In such cases, a minimum of 5% of the order value will be retained to cover non-recoverable transaction costs. This clause governs cancellation of Pre-Orders in place of Section 9.9. 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 Solar - Circuit Solar 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 Solar.

6. Product Availability & Fulfillment Status

6.1 Purpose - Each product page shows the availability of the Goods for shipping and for pickup. These indicators describe how Circuit Solar expects to fulfill an order and how long fulfillment is expected to take. They are informational estimates. They are not a warranty of availability, a reservation of inventory, or a guaranteed shipping, delivery, or pickup date.

6.2 Two Separate Indicators - Shipping availability and pickup availability are displayed separately and are determined independently of one another. Goods may be available to ship but not available for pickup, or available for pickup but not available to ship. The indicator shown for one fulfillment method does not describe the other.

6.3 Shipping Availability

(a) Available to ship - The Goods can be ordered for delivery. An estimated processing window and an estimated delivery window are shown alongside this indicator and are subject to Section 8.3.

(b) Unavailable to ship - The Goods cannot currently be ordered for delivery. The Buyer may contact Circuit Solar to ask about availability. Contacting Circuit Solar does not create an order, reserve inventory, or commit Circuit Solar to supply the Goods.

6.4 Pickup Availability

(a) Available for pickup, in stock in Red Deer - The Goods are held at our Red Deer facility and may be collected within the window shown, subject to Section 7.

(b) Available for pickup, brought in when you order - The Goods are not held at our Red Deer facility. They are transferred to Red Deer from a supplier or partner distribution facility after the order is placed. The pickup date shown is an estimate of when that transfer is expected to arrive and is subject to Section 6.6.

(c) Available for pickup at more than one location - Where more than one collection location is shown, the Goods may be collected at Red Deer or at a listed partner distribution facility. Collection at a partner distribution facility is available for large freight only, is governed by Section 7.3, and requires written confirmation from Circuit Solar before the Buyer attends any facility.

(d) Unavailable for pickup, this item ships only - The Goods are not offered for collection and are available for delivery only.

(e) Unavailable for pickup, contact us for availability - The Goods are not currently available for collection. The Buyer may contact Circuit Solar to ask about availability, on the terms set out in 6.3(b).

6.5 Catalogue and Search Listings - Shop, category, brand, and search pages display a summary status such as In Stock or Out of Stock. That summary describes shipping availability only and does not describe pickup availability. Where a summary status and a product page indicator differ, the product page indicator applies.

6.7 No Reservation of Stock - An availability indicator does not reserve inventory. Inventory is allocated to an order only upon receipt of payment in full, and remains subject to Section 6.8. Quantities shown, including pallet, case, and volume-break quantities, are indicative only.

6.8 Accuracy of Availability Information - Availability indicators are maintained in part from third-party supplier and distributor inventory data that is updated periodically, and may be inaccurate, delayed, or superseded between updates. Where Goods prove unavailable after an order has been accepted, Circuit Solar will notify the Buyer within three (3) business days of discovery and will, at the Buyer's election:

1. convert the affected line to a Pre-Order under Section 5;
2. supply a comparable substitute at the same or an adjusted price, subject to the Buyer's written approval; or
3. cancel the affected line and refund it in full, with no cancellation, restocking, or administrative fee.

The remedies in this clause are the Buyer's sole and exclusive remedies for unavailable Goods. Circuit Solar shall have no liability for installation delays, labour, downtime, project penalties, lost revenue, or other consequential losses arising from unavailability.

6.9 Orders Containing Items with Different Availability - Orders containing Goods with different availability indicators may ship in multiple shipments from multiple origins. Where Circuit Solar splits a shipment for its own fulfillment convenience, the Buyer's total shipping charge will not exceed the amount confirmed at checkout. Shipping charges may change where the Buyer alters the order, quantities, or delivery address after acceptance. The Buyer may instead request that an order be held and consolidated into a single shipment, in which case delivery timelines may be extended.

6.10 Change of Availability After Ordering - An availability indicator describes the position at the time the page is displayed. It does not survive the placing of an order. Where the fulfillment method for an item changes after an order is accepted, including where an item expected to be transferred to Red Deer is instead shipped direct, Circuit Solar will notify the Buyer, and Section 6.8 applies if the Goods cannot be supplied at all.

6.11 Relationship to Other Sections - Nothing in this Section modifies Section 5, Section 7, Section 9, or Section 17. Collection of any Goods for transport into the United States is a USA-bound transaction under Section 17 regardless of the availability indicator shown.

7. Customer Pickup Policy

7.1 Eligibility - Customer pickup is available on eligible orders, arranged in advance with Circuit Solar. Pickup eligibility is determined by the pickup availability indicator shown at the time of purchase; see Section 6.4.

7.2 Designated Pickup Location - The designated pickup location for all orders is Circuit Solar's facility at:

Goods not held at this location may be transferred to it for pickup, subject to transfer lead time and any applicable transfer freight, which will be disclosed before the order is accepted.

7.3 Partner Facility Pickup, Large Freight Only - For solar panels, racking, long-length components, and other oversized or palletized freight, pickup may be arranged at a supplier or partner distribution facility by prior written arrangement only. Partner facility pickup:

1. is not available for small parcel Goods;
2. requires written confirmation from Circuit Solar naming the facility, the release reference, and the collection window before the Buyer attends;
3. is subject to the host facility's operating hours, access rules, loading capability, and site safety requirements; and
4. does not entitle the Buyer to attend, inspect, or collect Goods at any facility without that written confirmation.

The Buyer is responsible for providing suitable transport, load securement, and any lifting equipment or labour required at the host facility. Circuit Solar does not guarantee that any partner facility will offer loading assistance.

7.4 Ready for Collection - Goods held at Red Deer are ready for collection within two (2) business days of cleared payment. Goods transferred to Red Deer are ready for collection once the transfer is received. Any pickup date shown on the website before an order is placed is a calculated estimate and is subject to Section 6.6. A pickup confirmation email will be issued containing the location, reference, and collection window, and the Buyer should not attend before receiving it.

7.5 Hours - Pickup hours are provided in the pickup confirmation. Off-hours pickup requires written approval.

7.6 Holding Time - Orders are held for seven (7) calendar days from the date of the ready-for-pickup notice. After that period, Circuit Solar may apply storage charges or cancel the order in accordance with Section 9.9.

7.7 Identification - Government-issued photo identification matching the order name is required. Collection by a third party, agent, or carrier requires prior written authorization from the Buyer naming the collector.

7.8 Inspection at Pickup - The Buyer must inspect all Goods at the time of pickup. Signing the release document confirms receipt of the Goods in the condition delivered. The inspection, notation, and forty-eight (48) hour reporting obligations in Section 8.11 apply to Goods collected by pickup in the same manner as to Goods delivered by carrier.

7.9 Loading at Pickup - The Buyer is responsible for providing a vehicle suitable for the size and weight of the Goods, and for securing the load. Circuit Solar may assist with loading as a courtesy. Once the Goods have been loaded onto the Buyer's vehicle, the Buyer is solely responsible for the load, its securement, and any damage arising during transport.

7.10 Title and Risk - Title and risk of loss or damage transfer to the Buyer upon release of the Goods to the Buyer or the Buyer's carrier or agent at the pickup location.

7.11 Cancellations - Cancellation of an order awaiting pickup is governed by Section 9.9.

7.12 Cross-Border Pickup - Collection of Goods in Canada for transport into the United States is a USA-bound transaction and is governed exclusively by Section 17, regardless of pickup location.

8. Shipping Policy

8.1 Shipping Terms - Unless otherwise agreed in writing, all shipments of Goods shall be made Ex Works (Shipping Point) per INCOTERMS 2020, where "Shipping Point" means the facility from which the Goods are released, whether Circuit Solar's Red Deer facility or a supplier or partner distribution facility within Canada. 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 the facility they ship from, which may not be our Red Deer facility.
• 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.

8.2 Destinations

8.2.1 Primary Shipping Region, Canada Only - Circuit Solar ships exclusively within Canada unless otherwise explicitly approved in writing by Circuit Solar. 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 17.

8.3 Processing Time - Processing time is the period between cleared payment and release of the Goods to the carrier. The estimated processing window for each item is shown on its product page alongside the shipping availability indicator. Orders placed on a weekend or a statutory holiday begin processing on the next business day. Orders containing items drawn from more than one facility may take longer to process than the window shown for any single item.

8.3.1 Estimated Delivery Time - Estimated delivery time consists of the estimated processing window plus carrier transit time. Parcel orders are typically delivered within 2 to 5 business days after shipment. Freight and palletized orders are typically delivered within 3 to 10 business days after shipment. Actual transit time depends on carrier schedules, destination, freight handling requirements, weather conditions, and other logistical factors.

8.3.2 Freight Shipments - Large, oversized, or palletized orders may ship by freight carrier and may require appointment scheduling or collection from a carrier terminal.

8.3.3 Remote and Rural Locations - Deliveries to remote or rural locations may require additional transit time beyond the estimates listed above.

8.3.5 Time Is Not of the Essence - Time is not of the essence in respect of any processing, shipping, delivery, or collection date under this Agreement unless expressly agreed in writing by an authorized Circuit Solar representative.

8.4 Shipping Costs and Additional Fees - Shipping charges are calculated at checkout. Oversized or bulk shipments may incur additional freight surcharges, which will be disclosed before the order is accepted. 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 fees, re-delivery charges, appointment scheduling, liftgate service, detention and demurrage, and other warehouse or handling costs.

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

8.5 Carrier and Method - Circuit Solar reserves the right to select the carrier, method, and route of transportation unless otherwise agreed in writing.

8.5.1 Carrier Performance and Delay - Once the Goods have been released to the carrier, the movement of the shipment is under the carrier's control. Circuit Solar is not responsible for, and accepts no liability arising from, delay, misrouting, missed or rescheduled delivery appointments, terminal congestion or backlog, equipment failure, driver or labour shortage, strike or job action, road closure, weather, or any other event affecting the carrier's performance. Shipping charges are paid for the carriage of the Goods and are not refundable on the basis of transit time, including where a shipment arrives later than estimated. Circuit Solar will assist the Buyer in tracing a delayed shipment and in obtaining information from the carrier, and does so as a courtesy rather than as an obligation.

8.6 Tracking Information - Tracking details will be provided via email once the shipment has been released to the carrier. Where an order ships in multiple shipments under Section 6.9, tracking is provided for each shipment as it is released.

8.7 Customs and 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.

8.8 Receiving the Shipment - The Buyer is responsible for ensuring that the Goods can be received at the delivery address on the day they are tendered. This includes ensuring that a person authorized to inspect and sign for the shipment is present, that any delivery appointment scheduled by the carrier can be met, and that the site can be accessed by the type of vehicle required.

8.8.1 Unloading of Freight - Freight carriers deliver to the curb or to the rear of the trailer. They are not obliged to unload the Goods, move them onto the Buyer's property, or place them inside a building. For palletized Goods, including solar panels, racking, and batteries, the Buyer must provide suitable unloading equipment or sufficient labour at the delivery address. Where a liftgate, residential delivery, inside delivery, limited-access delivery, or similar accessorial service is required, it must be requested before the Goods are shipped and is charged to the Buyer.

8.8.2 Failed and Refused Deliveries - Where a delivery cannot be completed because no authorized person is present, the Buyer is unable to unload the Goods, the site cannot be accessed, an appointment is missed, or the Buyer refuses the shipment other than as instructed by Circuit Solar, the Buyer is liable for all resulting charges, including storage, detention, redelivery, return freight, and administrative fees. Goods returned to Circuit Solar following a failed or refused delivery are treated as a cancellation under Section 9.9 and remain subject to any non-returnable classification under Section 9.2.

8.8.3 Address Accuracy and Site Access - The Buyer is responsible for the accuracy and completeness of the delivery address, including unit and suite numbers, a site contact name, and a telephone number at which the carrier can reach that contact. The Buyer must disclose before shipment any limitation affecting access to the delivery address, including narrow, unpaved, seasonal, or weight-restricted roads, gated or secured sites, low clearances, and sites that require a smaller vehicle. All charges arising from an incorrect, incomplete, or undeliverable address, or from an undisclosed access limitation, including address correction, reconsignment, redelivery, storage, and return freight, are the responsibility of the Buyer. Circuit Solar is not liable for loss of or damage to Goods delivered to an address supplied by the Buyer.

8.9 Risk of Loss and 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 8.11.

8.10 Optional Shipping Insurance (4% Coverage) - Circuit Solar 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 the Shipping Point to the Buyer's delivery address. Insurance is subject to the terms and exclusions outlined below.

8.10.1 Coverage If You Purchase Insurance - When Insurance is purchased:

• Circuit Solar will replace Goods lost or damaged in transit.
• Replacement freight is fully covered, and replacement shipments will be sent using the same or an equivalent shipping method.
• Circuit Solar handles all claim filing.
• You pay a CAD $50 deductible per approved claim.
• Inspection may be required.

Coverage is valid only if damage is noted on the Bill of Lading at delivery, clear photographs of packaging and Goods are provided, and we are notified within 48 hours. Failure to comply with these requirements may result in denial of coverage.

8.10.2 Coverage If You Do Not Purchase Insurance - If Insurance is not purchased, Circuit Solar will file a freight claim on your behalf, you must pay upfront for replacement Goods and freight, reimbursement is forwarded to you if the carrier approves the claim, and you remain responsible for all costs if the carrier denies it. 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.

8.10.3 Insurance Coverage Terms - Claims must be submitted within 48 hours. Settlements are based on the invoice value, excluding freight, taxes, or consequential losses. A $50 deductible applies per approved claim. Maximum liability is CAD $75,000 per shipment unless otherwise agreed.

8.10.4 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, or consequential or indirect losses.

8.10.5 Special Exclusion Clauses - The following standard cargo insurance exclusions apply: Termination of Transit (Terrorism), Institute Cyber Attack Exclusion, and Radioactive, Chemical and Biological Contamination.

8.10.6 Claims Process, Both Insured and Uninsured - All Buyers must:

1. Inspect Goods at delivery.
2. Mark visible damage on the Bill of Lading as "DAMAGED".
3. Take photos of exterior packaging, interior packaging, and the damaged Goods.
4. Notify Circuit Solar within 48 hours, including the order number, the signed Bill of Lading with damage notation, photos, and a description of the issue.

Missing documentation may lead to claim denial.

8.10.7 Subrogation - After any claim is settled, Circuit Solar or its insurer may pursue recovery against carriers or third parties.

8.10.8 Goodwill Assistance, Uninsured Shipments - For uninsured shipments, Circuit Solar may offer voluntary, discretionary assistance. This is a courtesy only and does not change the Buyer's responsibilities under Ex Works.

8.10.9 Availability of Coverage - Insurance availability is subject to carrier and underwriter conditions, which vary by product class, packaging, and shipment size. Certain classes of Goods, including solar panels, are subject to minimum shipment quantities before extended carrier coverage can be placed. Where Circuit Solar is unable to place coverage for a shipment, the Buyer will be notified before the order is accepted, no premium will be charged, and the shipment will be treated as uninsured under 8.10.2.

8.10.10 Insurance Does Not Cover Delay - Insurance covers physical loss of or damage to the Goods in transit. It does not cover late delivery, missed installation dates, or any loss arising from a shipment arriving later than estimated.

8.11 Damaged, Lost & Freight Claim Shipments

8.11.1 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, 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.

8.11.2 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", and "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.

8.11.3 Reporting Deadline - All freight damage, shortages, missing items, or shipment issues must be reported to Circuit Solar within forty-eight (48) hours of delivery or pickup. Reports submitted after 48 hours may be denied without exception. Buyer must provide the order number, photos of the shipment, photos of packaging and pallet condition, photos of damaged Goods, the signed Bill of Lading or delivery receipt, and a description of the issue. Circuit Solar 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 Solar shall have no obligation to provide compensation, replacement, reimbursement, claim assistance, or any other remedy relating to the shipment.

8.11.4 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.

8.11.5 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 Solar does not guarantee approval of concealed damage claims.

8.11.6 Freight Claim Process - For uninsured shipments, Circuit Solar 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 Solar shipping insurance, Circuit Solar 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.

8.11.7 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 Solar does not guarantee replacement or resolution timelines.

8.11.8 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, and cosmetic pallet damage. Circuit Solar reserves sole discretion in determining whether cosmetic damage materially affects product usability.

8.11.9 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 Solar does not provide repeated replacement shipments for recurring freight damage claims, and if a replacement shipment is also damaged in transit the Buyer must pursue recovery directly through the carrier or purchased insurance coverage. Circuit Solar strongly recommends purchasing shipping insurance for all panel shipments.

8.11.10 Refused Deliveries - Buyer must not refuse delivery for minor or isolated freight damage unless specifically instructed by Circuit Solar. Refusing a shipment may result in return freight charges, storage fees, re-delivery charges, carrier penalties, and additional handling costs. Such costs remain the sole responsibility of the Buyer.

8.11.11 Limitation of Liability for Freight Damage - To the fullest extent permitted by law, Circuit Solar shall not be liable for carrier-caused damage, delays in claim processing, denied freight claims, consequential losses, labour costs, downtime, lost revenue, installation delays, project penalties, or additional travel expenses. Circuit Solar's maximum liability relating to freight damage shall not exceed the original purchase price of the affected Goods actually paid by the Buyer.

8.11.12 Goodwill Assistance - Any assistance, partial credits, discounted replacements, or claim support provided by Circuit Solar 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 Solar's sole discretion.

9. Return Policy

9.1 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 Solar are not subject to the restocking fee.

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

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

9.3 Return Shipping and Costs - Unless Circuit Solar 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 Solar's designated return facility located at:

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 Solar reserves the right to apply additional restocking, handling, administrative, freight, inspection, and storage 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 Solar 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 Solar's sole discretion.

9.4 Return Process - To initiate a return, Buyer must contact our support team with the order number, the items being returned, and the reason for return. Circuit Solar will issue return instructions and the authorized Red Deer return address. Buyer must not return Goods without prior authorization from Circuit Solar. Unauthorized returns or returns sent to incorrect locations may be refused or rejected at Buyer's expense. Buyer must use a trackable shipping service.

9.5 Exchanges - Exchanges follow the same process as returns and are subject to the same conditions and fees.

9.6 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 Solar was at fault.

9.7 Defective or Damaged Goods - Claims for Goods damaged in transit must be reported within 48 hours of delivery with supporting photos and are governed by Section 8.11. Claims relating to product defect, failure, or performance after installation are warranty matters and are governed by Section 10. For solar panels, transit replacements are one-for-one only, and no further replacements will be issued if the replacement panel is damaged in shipping. Cosmetic issues not affecting performance may not qualify for replacement.

9.8 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.

9.9 Cancellations - Cancellation requests must be submitted in writing and are subject to the following schedule, based on order status at the time the request is received:

(a) Before picking - Orders in a Received or Processing status that have not been picked, packed, transferred between facilities, or released to a carrier: refund in full, less a five percent (5%) administrative fee to cover non-recoverable transaction costs.

(b) After picking, before release - Orders that have been picked, packed, or transferred between facilities but not released to a carrier or collected: refund less a fifteen percent (15%) restocking and administrative fee, plus any freight or transfer costs already incurred.

(c) After release - Orders that have been released to a carrier, shipped, or collected cannot be canceled and must follow the Return Policy in this Section if eligible. Goods listed as final sale or non-returnable remain non-returnable in all circumstances, even if a cancellation is requested.

The following apply to all cancellations:

• Refunds are net of the applicable fee and may be reduced further by non-refundable costs already incurred, including shipping, freight, carrier-assessed fees, and customs-related charges. In some cases these deductions may equal the full order value.
• No fee applies where Goods are confirmed by Circuit Solar to be defective or mis-shipped, or where the order is canceled by Circuit Solar under Section 1.5 or Section 6.8.
• Pre-Orders are governed by Section 5.3 rather than this clause.
• USA-bound orders remain final sale, non-cancellable, and non-refundable, without exception. See Section 17.

10. Warranty

10.1 Manufacturer Warranty - Goods are covered by the applicable manufacturer's warranty, where one exists. The term, scope, coverage, and remedy are determined solely by the manufacturer, and the manufacturer's own warranty documentation governs in all respects.

10.2 No Independent Warranty - Circuit Solar is a distributor and reseller, not the manufacturer of the Goods. Except as expressly stated in writing by an authorized Circuit Solar representative, Circuit Solar makes no warranty of its own and, to the fullest extent permitted by law, disclaims all express and implied warranties and conditions, including any implied warranty of merchantability, fitness for a particular purpose, and any representation as to energy yield, system output, or performance in a given installation. Nothing in this Agreement limits any non-excludable statutory right of a consumer under applicable Canadian or provincial law.

10.3 Warranty Claims - Warranty claims must be submitted to Circuit Solar with the order number, product serial numbers, photographs, installation and site details, and a description of the fault. Circuit Solar will submit eligible claims to the manufacturer or distributor as a courtesy. Approval, remedy, replacement, and timeline are determined by the manufacturer, and Circuit Solar does not guarantee any outcome or resolution timeline.

10.4 Freight, Labour and Site Costs - Unless the manufacturer's warranty expressly covers them, the Buyer is responsible for all freight, removal, reinstallation, labour, travel, lifting or crane costs, recommissioning, and site costs associated with a warranty claim. Circuit Solar does not reimburse labour, downtime, lost production, or lost revenue under any circumstances.

10.5 Exclusions - Warranty coverage does not extend to faults arising from improper or non-compliant installation, unauthorized modification or repair, misuse, operation outside published specifications, damage in transit or handling (governed by Section 8.11), cosmetic imperfections that do not affect function, environmental, animal, or vandalism damage, or failure to follow manufacturer instructions and maintenance requirements.

10.6 Warranty Is Not a Return Right - A warranty claim is not a return, refund, or exchange. Returns are governed exclusively by Section 9, and Goods listed as final sale or non-returnable remain so regardless of any warranty claim.

10.7 Discontinued Products - Where a product is discontinued, the manufacturer may fulfill a warranty claim with a functionally equivalent substitute. Where a manufacturer ceases operations or ceases honouring its warranty obligations, Circuit Solar has no obligation to assume, replace, or fund that warranty.

10.8 Registration - Certain manufacturers require product registration or commissioning records within a set period after installation in order for full warranty terms to apply. Meeting those requirements is the Buyer's responsibility.

11. Installation, Compliance & Product Suitability

11.1 Buyer Responsibility for Suitability - The Buyer is solely responsible for determining that the Goods are suitable for its intended application, site conditions, electrical system, climate, structural loading, and jurisdiction. Circuit Solar sells equipment and does not assess or approve the Buyer's project.

11.2 Technical Information and Guidance - Any sizing, compatibility, string, layout, or design information provided by Circuit Solar, whether by email, telephone, live chat, or on the website, is provided as general assistance only. It is not an engineered design, is not stamped by a professional engineer, and is not a substitute for review by a qualified professional. Circuit Solar is not an engineering, design, or contracting firm and accepts no liability for reliance on such information.

11.3 Permits, Codes and Interconnection - The Buyer is solely responsible for obtaining all permits and inspections, for compliance with the Canadian Electrical Code and all applicable provincial and municipal requirements, and for obtaining utility interconnection or micro-generation approval where required. Circuit Solar does not warrant that any product will be accepted or approved by any authority having jurisdiction, utility, or inspection body.

11.3.1 Verification Before Purchase - Where the Goods are intended for a grid-connected, micro-generation, net-metering, or utility-interactive installation, the Buyer is responsible for confirming with its utility, before placing an order, that the proposed equipment and system configuration will be accepted. This includes any approved or certified equipment list the utility maintains, the utility's certification requirements for inverters and related equipment, system size limits, service capacity and metering requirements, and the application process and its timelines. Circuit Solar will provide manufacturer datasheets and certification documents on request to support that enquiry, and does not make the enquiry on the Buyer's behalf.

11.3.2 Utility or Authority Rejection - Rejection, refusal, delay, or conditional approval of an application by a utility, authority having jurisdiction, or inspection body does not constitute a defect in the Goods and is not a failure of performance by Circuit Solar. It does not entitle the Buyer to cancel an order, return the Goods outside the Return Policy in Section 9, or receive a refund, credit, or compensation. Goods classified as final sale or non-returnable under Section 9.2 remain non-returnable in these circumstances. Where Goods are eligible for return under Section 9, the standard return conditions, restocking fee, and return shipping costs apply.

11.4 Qualified Installation - The Goods must be installed, commissioned, and maintained by persons qualified and licensed as required in the Buyer's jurisdiction. Improper or unlicensed installation may void manufacturer warranty coverage, and Circuit Solar has no liability of any kind arising from installation performed by the Buyer or the Buyer's contractors.

11.5 Rebates and Incentive Programs - Circuit Solar makes no representation that any Goods qualify for any grant, rebate, tax credit, or incentive program. Program eligibility, application, and compliance are the Buyer's sole responsibility, and ineligibility does not create a right to cancel, return, or receive a refund.

11.6 Resale - Where the Buyer resells or installs the Goods for a third party, the Buyer is responsible for passing through all applicable manufacturer documentation, warranty terms, and installation requirements, and indemnifies Circuit Solar in accordance with Section 14.

12. Force Majeure

12.1 Circuit Solar is not liable for any delay in or failure of performance caused by events beyond its reasonable control, including natural disasters, fire, flood, extreme weather, epidemic or pandemic, labour disputes or strikes, carrier delays or capacity shortages, supply chain disruption, manufacturer or distributor allocation, shortages of materials or transport, utility or network failure, cyber incident, war, civil unrest, terrorism, border closure, or any act, order, tariff, or restriction of government.

12.2 Where such an event occurs, Circuit Solar may suspend performance for its duration, allocate available inventory among customers on any reasonable basis, or cancel the affected order and refund all amounts paid for it in full with no cancellation or restocking fee.

12.3 A refund issued under this Section is the Buyer's sole and exclusive remedy. Circuit Solar is not liable for consequential losses, including installation delays, project penalties, lost production, or lost revenue, arising from an event described in this Section.

13. Limitation of Liability

13.1 To the fullest extent permitted by law, Circuit Solar's total aggregate liability arising out of or relating to this Agreement, the Goods, or the Services, whether in contract, tort including negligence, strict liability, or otherwise, shall not exceed the purchase price actually paid by the Buyer for the specific Goods or Services giving rise to the claim.

13.2 Circuit Solar shall not be liable under any circumstances for indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost revenue, lost energy production or savings, loss of use, cost of substitute goods, labour, removal or reinstallation costs, downtime, installation or project delays, contract or project penalties, or damage to property arising from the installation or use of the Goods, even if Circuit Solar has been advised of the possibility of such damages.

13.3 Nothing in this Section limits liability that cannot be excluded or limited under applicable law, including any non-excludable statutory rights of a consumer.

13.4 Any claim arising out of or relating to this Agreement must be commenced within one (1) year of the date on which the cause of action arose, except where a longer period is required by applicable law.

14. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Circuit Solar, its directors, officers, and employees from and against any claims, demands, actions, damages, losses, penalties, or expenses, including reasonable legal fees, arising from or relating to:

• Buyer's misuse, resale, modification, or repair of the Goods;
• installation, commissioning, or maintenance of the Goods by the Buyer or the Buyer's contractors;
• failure to obtain required permits, approvals, or inspections, or to comply with applicable codes and standards;
• injury to persons or damage to property arising from the installation or use of the Goods; or
• any representation made by the Buyer to a third party regarding the Goods that is not contained in the manufacturer's published documentation.

15. Governing Law & Jurisdiction

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any disputes shall be resolved exclusively in the courts located in Alberta, and the parties attorn to the jurisdiction of those courts.

16. Severability

If any provision of this Agreement is found unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force and effect.

17. Cross-Border Transactions (United States)

17.1 Canada-Only Sales Policy - Circuit Solar ships exclusively within Canada unless explicitly approved in writing by Circuit Solar. Any sale, pickup, or shipment involving export to the United States is considered a cross-border transaction and is governed solely by this Section 17.

17.2 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.

17.3 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 Buyer pickup at Circuit Solar facilities, Buyer-arranged freight forwarding, carrier pickup arranged by the Buyer, shipments arranged by Circuit Solar, and third-party logistics providers or reshippers. Once the Goods leave Circuit Solar'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.

17.4 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, or 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, or the shipment is returned to Canada or abandoned.

17.5 Duties, Tariffs, Taxes and Import Fees - 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 Solar 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, and does not act as importer of record unless explicitly agreed in writing.

The purchase price charged by Circuit Solar 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, and does not transfer liability to Circuit Solar.

17.6 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 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, and loss, damage, misrouting, or carrier failure. Circuit Solar does not provide refunds, replacements, or credits for any USA-bound order.

17.7 Returned or Rejected Goods - 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, and 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.

17.8 Cross-Border Transaction Fee - All USA-bound transactions are subject to a mandatory Cross-Border Transaction Fee to offset administrative, financial, compliance, and cross-border risk costs. The fee is 12% of the total order value excluding taxes, with a minimum charge of USD $10 per order, and the greater amount applies. This fee is non-refundable under all circumstances, is charged regardless of shipment outcome, and 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 Solar's sole discretion. Cancellation does not override the Final Sale and No Refund provisions of this Section.

17.9 Promotions, Discounts and Sale Pricing - 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, and does not entitle the Buyer to cancellation, refund, or price matching.