Terms of Sale

These Terms of Sale govern every quotation, order and sale made by Energinn Technology Solutions Inc. ("Energinn", "we") to a business customer ("Customer") through energinn.ca, our customer portal, or any quotation we issue. By placing an order or accepting a quotation, the Customer agrees to these Terms. Any terms in the Customer's purchase order that conflict with or add to these Terms do not apply unless we accept them in writing.

1. Business use only. Our products are sold to businesses for industrial use. Accounts are opened with a corporate email address and may be approved, limited or closed at our discretion. The Customer is responsible for all activity under its account and for the authority of the employees it adds.

2. Quotations. A quotation is valid until the expiry date shown on it, or 30 days if none is shown. Prices, availability and lead times in a quotation depend on our suppliers' terms and may be revised before acceptance. A quotation becomes binding only when the Customer accepts it before expiry and we confirm the order.

3. Prices and currency. Prices are in US dollars, or in Canadian dollars for customers in Canada, and are Ex Works at the dispatch point shown, unless the order states another Incoterm. Prices exclude taxes, duties, freight, insurance, bank charges and any other charges not expressly included. Prices shown as "indicative" or "estimate", including freight estimates, are not binding until confirmed in writing.

4. Orders and deposits. An order is accepted when we issue an order confirmation. Unless agreed otherwise, a deposit of 50% of the order value (or the percentage applicable to the Customer's account) is due on confirmation, and the balance is due before dispatch. We may hold production, procurement or dispatch until each payment is received. Products sold by length (such as cable) are supplied in the minimum quantities and cut increments shown, and reel or packaging charges apply where stated.

5. Payment. Payments may be made by bank transfer or by the online methods offered at checkout. Card payments are accepted without an amount limit and carry a card processing fee of 1.5%, shown as its own line before payment; bank transfers carry no fee. Late payments may accrue interest at 1.5% per month and we may suspend further deliveries until the account is current.

6. Delivery and Incoterms. Delivery terms are interpreted under Incoterms 2020. Under Ex Works, the Customer collects the goods at the dispatch point and arranges and pays for all carriage, export clearance and import formalities. Where we arrange carriage through our freight partners, the term is CIF (to a named port) or DAP (Delivered at Place, to the Customer's address), and the delivery term, destination and price are those confirmed in the order. Under DAP, customs clearance, duties, import taxes and unloading at destination are the Customer's responsibility and are not included in the price or the freight; neither Energinn nor its freight partners pay them on the Customer's behalf. Lead times and transit times are estimates; we are not liable for delays caused by suppliers, carriers, customs or events outside our control.

7. Risk and title. Risk of loss passes to the Customer as defined by the applicable Incoterm. Title passes when we have received payment in full.

8. Export controls and sanctions. The Customer will comply with all applicable export control, customs and sanctions laws, including those of Canada and the United States. The Customer represents that it, its owners and the end user are not subject to sanctions or listed on any restricted party list, and it will not divert, re-export or use the goods contrary to those laws. We may request end-user and end-use information, and may refuse, suspend or cancel any order without liability if we believe it could breach these laws or require a licence we do not hold. The Customer releases Energinn from, and will indemnify and hold Energinn harmless against, any claim, fine, penalty, seizure, loss or cost arising from false, incomplete or misleading information the Customer provides about its identity, ownership, end user, end use or final destination of the goods.

9. Inspection and claims. The Customer must inspect the goods on receipt and report any shortage, damage or non-conformity in writing within 10 days, with photographs and shipping documents. Transit damage must also be noted on the carrier's delivery receipt.

10. Warranty. Goods are covered only by the warranty of their manufacturer, which we pass through to the Customer where permitted. We do not give any other warranty, express or implied, including merchantability or fitness for a particular purpose. Product selection, specification and suitability for the Customer's well, application or operating conditions are the Customer's responsibility, even where we provide technical information.

11. Limitation of liability. To the extent permitted by law, our total liability for any claim relating to an order is limited to the price paid for the goods giving rise to the claim. We are not liable for indirect, incidental or consequential losses, including lost production, rig time, well intervention costs, lost profit or loss of use.

12. Cancellations and returns. Products made, cut or sourced to the Customer's specification, including cable cut to length, cannot be cancelled or returned once procurement has started. Deposits on such orders are non-refundable to the extent costs have been incurred. Standard stock items may be returned only with our prior written approval, unused, in original packaging, and may be subject to a restocking fee of 20%.

13. Force majeure. We are not responsible for failure or delay caused by events beyond our reasonable control, including supplier or carrier failure, port or customs delays, sanctions, government action, epidemics, natural disasters or labour disputes.

14. Governing law. These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada that apply there. The courts of Calgary, Alberta have exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

15. Changes. We may update these Terms from time to time. The version published on our website when an order is confirmed applies to that order.

Contact: Energinn Technology Solutions Inc., 89 Legacy Glen Point SE, Calgary, AB T2X 4T4, Canada. sales@energinn.ca, +1 587 578 5242.