SALES TERMS AND CONDITIONS

Effective Date: August 8, 2025
Last Updated: November 12, 2025

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 Holdings LTD and its affiliated brands, including Circuit Solar, Circuit Sensors, Circuit Weather, and The Off-Grid Solar (collectively referred to as “Circuit Solar™,” “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.

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.

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 Solar 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 Solar before purchase with proof (URL or printed ad).

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. Cannot be combined with Circuit Solar 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 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 & 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 Solar 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.

5. PRE-ORDER & RESERVATION POLICY

5.1 Eligibility – Pre-orders and product reservations (“Pre-Orders”) may be offered on select items. 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. Delivery dates are estimates only and may be subject to change without notice.

5.3 Cancellation by Buyer – Buyer may cancel a Pre-Order prior to shipment or warehouse acceptance. All such cancellations are subject to a 35% cancellation fee, deducted from any refund issued.

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

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

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

6. CUSTOMER PICKUP POLICY

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

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 35% 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 35% 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 – We ship to Canada and the USA unless otherwise specified.

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.

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

7.5 Carrier & Method – Circuit Solar 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.

The Buyer must:
1. Inspect Goods at delivery
2. Note all visible damage on the Bill of Lading (BOL)
3. Notify Circuit Solar within 48 hours
4. Keep all packaging for carrier inspection

Claims for loss, damage, or shortages must be filed with the carrier, with Circuit Solar copied on the claim.

Failure to report within 48 hours may result in denial of coverage.

7.10 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 Circuit Solar’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 Solar 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 Solar 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 Solar 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 Solar within 48 hours, including:
• Order number
• Signed BOL with damage notation
• Photos
• Description of issue

Missing documentation may lead to claim denial.

7.10.7 Subrogation

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

7.10.8 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.

7.11 Returns & Costs – All return shipping costs are the sole responsibility of the Buyer unless Circuit Solar is directly at fault. See Section 8 (Return Policy) for additional details.

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 35% restocking fee applies to all eligible returns.

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
  • 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 Solar is directly at fault, Buyer is solely responsible for all costs of return shipping, including freight, insurance, duties, taxes, brokerage, and carrier-assessed fees.
• All return shipments shall be made Ex Works (Buyer’s location) per INCOTERMS 2020, meaning risk of loss or damage during return transit remains with Buyer until Goods are received and inspected by Circuit Solar.
• If Buyer fails to properly insure or package Goods in transit, any resulting loss or damage shall be the Buyer’s responsibility.

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 Solar will issue return instructions. 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 of inspection and acceptance of returned Goods. Shipping charges are non-refundable unless Circuit Solar 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

• Orders marked “Received” may be canceled at any time before warehouse acceptance.
• Orders marked “Processing” may be canceled only if not yet shipped; a 5% credit card processing fee will apply.

Orders already shipped or picked up cannot be canceled and must follow the standard return process.

9. FORCE MAJEURE

Circuit Solar 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 Solar’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 Solar 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 British Columbia, Canada. Any disputes shall be resolved exclusively in the courts located in British Columbia.

13. SEVERABILITY

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