INTRODUCTION
1.1 Binding Terms; Acceptance. These terms and conditions of sale (these "Terms") are a binding contract between you (“Customer”, “you”, or “your”) and IONiX Pro Battery Technologies Inc. (“IONiX”, “us”, “we”, or “our). These Terms apply to the purchase and sale of products and services through www.ionixpro.com (the "Site") or pursuant to any quote issued by IONiX that specifies it is subject to these Terms (a “Quote”). The Terms also apply to your use and receipt of those products and services. You accept and agree to be bound by these Terms when you: (a) click a button, check a box, or sign a document indicating your acceptance of these Terms; (b) place an order through the Site; or (c) make an offer to IONiX to purchase goods or services described in a Quote.
1.2 Organizations. If you are accepting these Terms, placing an order, or accepting a Quote on behalf of an organization, then you affirm: (a) that you are an authorized representative or agent of that organization with the authority to bind such entity to these Terms; and (b) that such organization accepts and is bound by these Terms. In such a circumstance, the words “Customer”, “you”, and “your” as used in these Terms will refer to and apply to both that organization and you personally.
1.3 Important Information. These Terms contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read these Terms carefully.
1.4 Notice of Arbitration; Waiver of Jury Trial and Class Actions. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14.2 (Arbitration) WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH APPLICABLE LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT YOU HAVE A DISPUTE WITH IONIX, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, SECTION 14.1 (Waiver of Class Action and Jury Trial) OF THESE TERMS CONTAINS A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST IONIX AND ITS AFFILIATES. SECTION 14.1 (Waiver of Class Action and Jury Trial) ALSO CONTAINS A WAIVER OF YOUR RIGHT TO A JURY TRIAL. PLEASE READ SECTIONS 14.1 AND 14.2 CAREFULLY.
1.5 Age of Majority. By placing an order for products or services from this Site, you affirm that you are of legal age to enter into this agreement.
1.6 Restrictions. You may not order or obtain products or services from IONiX if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this Site or any of this Site’s contents, products or services by applicable law.
1.7 Modifications. These Terms are subject to change by IONiX without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on this Site. You should review these Terms before purchasing any product or services that are available through the Site or pursuant to any Quote. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes. However, changes to these Terms will not affect any Purchase Contracts (defined in Section 3.5 (IONiX’s Acceptance of Offer), except as provided in Section 3.13 (Modification to Purchase Contracts).
1.8 Entire Agreement. (a) These Terms and any Quotes you accept comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. (b) All offers by IONiX will be made, and all contracts will be concluded exclusively on the basis of these Terms and any applicable Quotes, which shall control over any inconsistent or additional terms or conditions proposed by Customer in any purchase order or other document, including any third party system installer agreements. However, any financing or payment plans offered by any Financing Provider (defined below) will be governed solely by the applicable Financing Provider’s terms and conditions.
2. INTERPRETATION. For the purposes of these Terms and any Quote: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this agreement as a whole; (d) unless the context otherwise requires, references herein: (i) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (e) the Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein; (f) Section, Schedule, and Exhibit headings do not affect the interpretation of this Agreement; (g) words in the singular include the plural and those in the plural include the singular; and (h) a reference to “writing” or “written” includes email, unless otherwise stated.
3. ORDER, ACCEPTANCE, CANCELLATION, AND PRODUCT INFORMATION
3.1 Advertisements. Except in Québec, advertisements and descriptions respecting our products and services are invitations to you to make offers to purchase products and services and are not offers to sell. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order or otherwise listed in a Quote you accept.
3.2 Initial Order Submission. The Customer may initiate an order for IONiX's products and services either through the Site or by contacting an IONiX sales representative. This initial order serves as a preliminary step for further consultation and customization of the order based on the Customer’s specific requirements. After you place an order, we might email you a confirmation of your order or a Quote to the email address that you provided. The delivery of the confirmation email or Quote does not constitute our acceptance of your order.
3.3 Issuance of Quote. IONiX will issue a Quote outlining the products and services to be provided, including estimated prices, as well as provisional delivery and installation time frames. It is important to note that this Quote does not constitute an offer by IONIX to sell; rather, it is an invitation for the Customer to make an offer to purchase the products and services detailed within the Quote. The Quote might not be issued until after consultation with the Customer to assess needs and preferences. Quotes will automatically expire (each an “Expired Quote”) 30 days after issuance, or, if a different expiry date is specified in the Quote, on that different expiry date. No Purchase Contract (defined below) will be formed from an Expired Quote.
3.4 Customer’s Offer to Purchase. To formalize the offer to purchase the products and services as specified in the Quote, the Customer is required to make the first payment as detailed in the Quote within the time frame specified in the Quote. It is critical to note that payment of any Deposit (defined in Section 3.7 (Deposit)) does not constitute this first payment under a Quote. The Customer’s offer is strictly on the terms stated in these Terms and in the Quote as provided by IONiX, and on no other terms. Any modifications or variations to these Terms or the Quote made by the Customer in their offer will be considered void and without effect.
3.5 IONiX’s Acceptance of Offer. (a) IONiX’s acceptance of the Customer’s offer to purchase is contingent upon the receipt of the first payment specified in the Quote within the time frame designated in the Quote. Upon receiving this payment, IONiX is deemed to have accepted the Customer’s offer to purchase the goods and services specified in the Quote (“Acceptance” or “Accepted”), in accordance with these Terms and the terms set forth in the Quote, excluding any variations proposed by the Customer. At this point, a “Purchase Contract” is formed, which is specifically on the terms of these Terms and the Quote, excluding any variations proposed by the Customer. (b) Notwithstanding Section 3.5(a): (i) if a Quote you receive specifies a different acceptance procedure, that procedure will govern IONiX’s acceptance of your order that corresponds with that Quote. (ii) Customer making first payment under an Expired Quote will not result in deemed acceptance by IONiX of Customer’s offer to purchase the goods and services specified in the Expired Quote.
3.6 Modification of Quote Before Acceptance. If the Customer wishes to make changes to the Quote prior to the formation of the Purchase Contract, the Customer must submit a request for such changes to IONiX before making the first payment due under the Quote. IONiX reserves the right, at its sole discretion, to accept or reject any requested modifications and is under no obligation to approve such changes. Should IONiX provisionally approve the requested changes, a new Quote will be issued, reflecting the modifications, and the old Quote will be cancelled. IONiX is not bound by the terms of any Quote, including the newly issued Quote, except as specified in Section 3.5 (IONiX’s Acceptance of Offer).
3.7 Deposit. IONiX may require the payment of a refundable or non-refundable deposit as a condition of processing your order (each a “Deposit”). Payment of a Deposit does not constitute the first payment for purposes of formalizing your offer under Section 3.4 (Customer’s Offer to Purchase) or Acceptance under Section 3.5 (IONiX’s Acceptance of Offer).
3.8 Rejection of Orders. IONiX may reject any orders or offer at its sole discretion, even after IONiX sends you a confirmation email or Quote.
3.9 Order Cancellation by IONiX. IONiX may cancel an order or Purchase Contract for any reason, even if payment has already been made. If payment has already been made, IONiX will refund the payment to the payment method you used for payment less any costs incurred and excluding any Deposits received through the Site.
3.10 Depictions and Descriptions of Products. (a) Products may differ slightly from how depicted in any illustrations, photography, or descriptions on our Site or in our marketing materials. We have also endeavoured to display as accurately as possible the colours of our products as they appear on our Site. However, as the actual colours you see will depend on photographic processes and your screen, we cannot guarantee that your screen’s display of any colour will be accurate. (b) Unless otherwise expressly stated in a Quote, or in technical product descriptions or data sheets referenced in any Quote, or in separate written communication from IONiX signed by an authorized representative subsequent to Acceptance, any and all information regarding properties and characteristics of products or services are for illustrative purposes and not binding. Likewise, public statements, recommendations, or advertisements do not constitute contractual statements of the nature or quality of any product or service. We do not represent or warrant that product or service descriptions or other information on our Site or in marketing materials is accurate complete, reliable, current, or error-free.
3.11 Cancellation by Customer. Subject to applicable law, Customer may cancel their order at any time before shipment, but if the order has been accepted by IONiX at the time of or prior to the cancellation, the Customer shall pay a cancellation fee equal to: (a) 10% of the purchase price of the cancelled order if the cancellation occurs no later than 14 days after acceptance of the order, or (b) 50% of the purchase price if the cancellation occurs more than 14 days after acceptance. Customer shall also reimburse IONiX for any expenses incurred by IONiX in connection with processing the cancellation.
3.12 third party Contractors. IONiX may engage third party contractors to deliver products and services to Customer. Such third party contractors will be selected at IONiX's sole discretion. Customer acknowledges and agrees that IONiX is not responsible for the actions or omissions of these third party contractors, except to the extent required by applicable law. Furthermore, IONiX shall not be liable for any delays, errors, or damages caused by third party contractors, and any claims related to the performance of such contractors must be directed to the third party contractor in question or to the third party through IONiX’s customer support organization, as deemed adequate by IONiX. Customers shall cooperate with third party contractors as necessary to facilitate delivery and performance of the products and services.
3.13 Modifications to Purchase Contracts. Subject to IONiX’s rights provided under these Terms and in the relevant Quote, no modification of any Purchase Contract (including changes in scope, specifications, price, or delivery schedule) will be of any force or effect unless made in writing and signed by the parties.
3.14 Product Changes. Our products and services may change or be discontinued at any time. Products and services that are delivered will have similar characteristics of the products and services you ordered, but non-material changes between what is delivered and what is described on our Site or in our Quotes are possible. We may ship products with minor specifications changes, provided that the characteristics of such product are materially the same as the ordered products. Without limiting the generality of the foregoing, allowance is given for reasonable variations in dimensions, weight, nature, noise level, or quality as specified in any Quote or discussed with the Customer.
3.15 Availability. Delivery of products is subject to availability. If you have paid for a product but it is unavailable, we will notify you of the unavailability and, at our election, either refund you the purchase price for such product or provide you with a replacement product of equal or greater value. Alternatively, you may keep your order until such time as the product becomes available again, subject to our right to cancel the order in the event the price of the product has materially changed upon becoming available.
3.16 Promotional Offers. At our discretion, we may make available certain products or services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the product or service that was otherwise subject to the Promotion.
3.17 Third party Software. Some products purchased from IONiX may come bundled with third party software. This software may be subject to separate terms and conditions, as well as a privacy policy, that governs its use and operation. By using the third party software, you agree to comply with its applicable terms and conditions and privacy policy. IONiX is not responsible for the content, functionality, or availability of any third party software, nor for any issues that may arise from your use of it. You are encouraged to review these third party terms and policies carefully before using the software. If you do not agree to abide by the third party software's terms, you should not use the software.
4. SUBMITTED DOCUMENTS
4.1 Subject to any third party rights, IONiX reserves all right, title, and interest, including, without limitation all intellectual property rights, patent rights, copyrights, and trademark rights, in and to all documents, technical information, images, drawings, calculations, and other information provided to Customer and any and all intellectual property embedded therein. Without IONiX’s express written consent, Customer shall not copy any document, technical information, image, drawing, or calculation provided by IONiX, reverse engineer any product delivered by IONiX, or otherwise attempt to circumvent IONiX’s right, title, or interest in any of the foregoing.
5. PRICES; TERMS OF PAYMENT; CANCELLATION FEE
5.1 Price Changes. All prices, discounts, and promotions posted on this Site are subject to change without notice.
5.2 Service Fees. Unless expressly stated otherwise in a Quote, services (such as installation services for the products) will be provided on a time and materials basis. The Quote may contain an estimate for the cost of a service; however, the actual service fees will be determined based on the time spent, labour costs, and materials used during the provision of the service. These fees will be calculated in accordance with the fee rates of IONiX or its third party contractors, as applicable. IONiX or its third party contractors will communicate these rates to the Customer prior to the commencement of the service (e.g. before commencement of installment of a product), and the Customer agrees to pay the service fees as incurred.
5.3 Quantities and Delivery Times. All terms relating to product quantities and time of delivery set forth in any communications from IONiX are subject to availability, technical feasibility, and timely delivery of components to IONiX by its suppliers and the availability of certified installers. IONiX, at its sole and absolute discretion, will select any components of products and services in accordance with technical feasibility and availability.
5.4 Taxes. All prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes. For clarity, Customer will not be responsible for any taxes imposed on, or with respect to, IONiX’s income, revenues, gross receipts, personnel or real or personal property, or other assets.
5.5 Shipping Costs. The Customer shall be solely responsible for all shipping and handling costs associated with the delivery of ordered products. These costs will be calculated and communicated to the Customer in the Quote and if or as needed, as determined by IONiX, at the time of order confirmation and will be added to the total purchase price. The Customer agrees to pay all such shipping and handling charges in full prior to the dispatch of the products. Any additional costs incurred due to special delivery requirements or Customer's failure to accept delivery at the designated time and location shall also be borne by the Customer.
5.6 Price Increases. Subject to applicable law, if the cost of goods or labor increases between the date IONiX accepts your order and the shipment date of the ordered products, IONiX may either: (a) increase the prices by a proportional amount; or (b) cancel the Purchase Contract and refund the amounts paid by the Customer, excluding the Deposit. Subject to Customer’s right to cancel their order under Section 3.11 (Cancellation by Customer), Customer agrees it will be bound by any such price increases that are consistent with applicable law in the Customer’s jurisdiction.
5.7 Payment Terms. Except as otherwise specified in writing in a Quote, the Customer shall pay all amounts due and owing for their order in one or two equal installments at such times as specified by IONiX in writing. Customer shall pay all invoiced amounts due to IONiX on receipt of IONiX’s invoice. Customer shall make all payments in Canadian dollars by the payment method specified by IONiX.
5.8 Late Payment. Except for invoiced payments that Customer has successfully disputed, Customer shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 18% per annum (effective rate of 19.5618% per annum) or the highest rate permissible under applicable Law. Customer shall also reimburse IONiX for all costs reasonably incurred in collecting any late payments, including legal fees, disbursements and charges. In addition to all other remedies available under the Terms or at law (which IONiX does not waive by the exercise of any rights under these Terms), IONiX may, if Customer fails to pay any undisputed amounts when due: (a) suspend the delivery of any products or services until all undisputed amounts have been paid in full; (b) temporarily revoke any licenses granted by IONiX to Customer until all undisputed amounts have been paid in full; or (c) cancel the order or Purchase Contract that corresponds with the late payment.
5.9 Customer Withholdings. Customer shall have no right to withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with IONiX, whether relating to IONiX’s breach, bankruptcy, or otherwise.
6. DELIVERY, RISK OF LOSS AND TITLE
6.1 Shipments. We will arrange for shipment of the products to you. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
6.2 Delivery Times. Any time quoted for delivery of a product or service is an estimate only. IONiX shall use reasonable efforts to deliver products and services within the time specified, but does not guarantee delivery on any specific date or time.
6.3 Partial Deliveries. IONiX may make partial deliveries or render partial services, and each partial delivery or service shall be deemed a separate contract. Customer shall pay for the products shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.
6.4 Title and Risk of Loss. Title and risk of loss passes to Customer upon delivery of the products.
6.5 Security Interest. If a product is shipped in advance of full payment of all amounts owed under the corresponding Purchase Contract, as collateral security for the payment of the total purchase price of the products and services, Customer hereby grants to IONiX a lien on and security interest in and to all of the right, title, and interest of Customer in, to and under the product, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Personal Property Security Act (British Columbia) or under the similar legislation of your jurisdiction.
6.6 Receiving Deliveries and Installations. On the date(s) of delivery and installation, Customer commits to be present and available to receive the delivery and to reasonably assist with the installation process. Customer is responsible to reimburse IONiX for any additional expenses incurred if delivery or installation needs to be rescheduled due to Customer being unavailable, unprepared, or uncooperative on the scheduled date of delivery or installation.
6.7 Failure to Accept Delivery. If for any reason Customer fails to accept delivery of any of the products on the date fixed pursuant to IONiX’s notice that the products have been delivered at the Customer’s agreed upon delivery location, or if IONiX is unable to deliver the products at such delivery location on such date because Customer has not provided appropriate assistance: (i) risk of loss to the products will pass to Customer; (ii) the products will be deemed to have been delivered; and (iii) IONiX, at its option, may store the products until Customer picks them up or until new shipping arrangements have been made, and Customer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).
6.8 Receipt of Services. With respect to the services (whether provided directly by IONiX or by its subcontractors), Customer shall (i) cooperate with IONiX and its subcontractors in all matters relating to the services and provide such access to Customer’s premises for the purposes of performing the services; (ii) respond promptly to any request of IONiX or its subcontractors to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for IONiX or its subcontractors to perform services; (iii) provide such customer materials or information as IONiX or its subcontractors may reasonably request to perform the services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses, permits, and consents and comply with all applicable laws in relation to the services and products before the date on which the services are to start.
6.9 Safe Installation. Customer shall ensure that children and animals are kept away from the IONiX battery installation area, and maintain the space clean and free of flammable or explosive materials. Customer shall keep carbon dioxide, Novac1230, or FM-200 fire extinguishers nearby for safety. Water or ABC dry powder extinguishers are not sufficient or appropriate for mitigating fire risks related to IONiX products. In case of emergency, contact the fire department immediately and ensure anyone extinguishing a fire involving lithium batteries wears protective clothing and a self-contained breathing apparatus.
7. INSPECTION AND ACCEPTANCE OF PRODUCTS AND SERVICES
7.1 Inspection. Customer shall inspect purchased products no later than five days after receipt ("Inspection Period"). Customer will be deemed to have accepted the delivered products unless Customer notifies IONiX in writing of any Non-Conforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by IONiX. "Non-Conforming Products" means only the following: (i) product shipped is different than identified in the corresponding Quote; (ii) product's label or packaging incorrectly identifies its contents; or (iii) the product contains a defect which materially affects the performance or safety of the product.
7.2 Replacement or Refund. If Customer timely notifies Seller of any Non-Conforming Products, IONiX shall, in its sole discretion, (i) replace such Non-Conforming Products with a conforming product, or (ii) credit or refund the price for such Non-Conforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. In accordance with shipping and return instructions provided by IONiX, Customer shall ship, at its expense and risk of loss, the Non-Conforming Products to the address specified by IONiX. If IONiX exercises its option to replace Non-Conforming Products, IONiX shall, after receiving Seller’s shipment of Non-Conforming Products, ship to Customer’s, at Customer’s expense and risk of loss, the replaced product to Customer’s delivery location in Canada.
7.3 Exclusive Remedy. Customer acknowledges and agrees that, other than the Limited Warranties (defined in Section 8.1 (Limited Product Warranty)), the remedies set forth in Section 7.2 (Replacement or Refund) are Customer’s exclusive remedies for the delivery of Non-Conforming Products. Except as provided under Section 7.2 (Replacement or Refund), all sales of products to Customer are made on a one-way basis and Customer has no right to return purchase products. No product may be returned to IONiX for any reason without IONiX’s prior written consent. Products returned without IONiX’s prior written consent will be refused at Customer’s expense. To initiate any returns, Customer must email IONiX Customer Support with a request and allow 1-2 weeks for IONiX to review the request and respond.
8. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES
8.1 Limited Product Warranty. Subject to this Section 8, IONiX makes certain limited warranties for certain covered products (the “Limited Warranties”) solely to and for the benefit of the Customer or Authorized Transferee (as defined in the Limited Warranty Statement), which will either be: (a) as stated in a written warranty statement accompanying the Quote for the purchased product; or (b) if no written warranty statement is attached to the Quote, the Limited Warranties will be as stated in IONiX’s standard limited warranty in effect at the time the product is shipped to the Customer, as detailed in the written limited warranty statement on the IONiX website. Each written warranty statement referred to in paragraphs (a) and (b), constitutes a “Limited Warranty Statement.” The Limited Warranties apply only to products identified as covered products in the Limited Warranty Statement. If a product is not identified as a covered product in the Limited Warranty Statement at the time of the products shipment to Customer, then IONIX makes no conditions or warranties (including the Limited Warranties), whether express or implied, in respect of that product (except conditions or warranties imposed by applicable law that applicable law does not allow IONiX to disclaim). However, manufacturer warranties might still apply to that product. For more information about manufacturer warranties, please refer to any manufacturer warranties included with the product. No Limited Warranty, or any other warranty, is extended to any person who purchases a product from Customer unless that product registration has been updated with IONiX within 60 days of the purchase.
8.2 Exclusive Remedy. SUBJECT TO APPLICABLE LAW, THE REMEDIES SET FORTH IN THE APPLICABLE LIMITED WARRANTY STATEMENT ARE CUSTOMER OR AN AUTHORIZED TRANSFEREE’S EXCLUSIVE REMEDIES FOR BREACH OF ANY OF THE LIMITED WARRANTIES. EXCEPT AS MAY BE REQUIRED UNDER THE APPLICABLE LAW OF THE CUSTOMER’S OR AUTHORIZED TRANSFEREE’S JURISDICTION, THE APPLICABLE LIMITED WARRANTY STATEMENT SETS FORTH IONIX’S ENTIRE LIABILITY FOR BREACH OF ANY CONDITION OR WARRANTY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, RELATING TO THE COVERED PRODUCTS.
8.3 Recall. (a) In addition to the exclusions detailed in the Limited Warranty Statement, the Limited Warranties will not apply to any product that has been subject to a recall by IONiX if the Customer or Authorized Transferee fails to promptly comply with IONiX's reasonable instructions for participating in the recall. (b) In the event of a recall, IONiX will provide written notification to the Customer or Authorized Transferee outlining the specific steps required to comply with the recall process. This may include returning the product to IONiX or an authorized service provider using a shipping method specified by IONiX, allowing IONiX representatives access to the premises for inspection or retrieval of the product, or following prescribed procedures for repair or replacement. (c) Failure to cooperate with these instructions within the stipulated time frame specified in the recall notice will result in the immediate voiding of the Limited Warranty for the recalled product. Furthermore, IONiX shall not be liable for any damages or losses, including consequential or incidental damages, arising from the Customer’s or Authorized Transferee’s non-compliance with recall instructions or continued use of the recalled product.
8.4 Disclaimer of Warranties. THIS SECTION 8.4 IS SUBJECT TO SECTION 8.5 (Relationship with Applicable Law). EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN AN APPLICABLE LIMITED WARRANTY STATEMENT AND ANY STATUTORILY DEEMED OR IMPLIED CONDITIONS OR WARRANTIES THAT APPLICABLE LAW DOES NOT ALLOW TO BE DISCLAIMED IN YOUR JURISDICTION, (A) NEITHER IONIX NOR ANY PERSON ON IONIX’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER, INCLUDING ANY CONDITIONS OR WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; (B) CUSTOMER CONFIRMS THAT IT HAS NOT RELIED ON ANY REPRESENTATION, CONDITION OR WARRANTY MADE BY IONIX, OR ANY OTHER PERSON ON IONIX’S BEHALF; AND (C) ALL PRODUCTS ARE PROVIDED “AS IS”. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING BUT SUBJECT TO SECTION 8.5 (Relationship with Applicable Law), EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN AN APPLICABLE LIMITED WARRANTY STATEMENT AND ANY STATUTORILY DEEMED OR IMPLIED CONDITIONS OR WARRANTIES THAT APPLICABLE LAW DOES NOT ALLOW TO BE DISCLAIMED, NEITHER IONIX NOR ANY PERSON ON IONIX’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION OR WARRANTY THAT THE PRODUCTS ARE FREE OF LATENT OR HIDDEN DEFECTS.
8.5 Relationship with Applicable Law. The Limited Warranties give you specific legal rights. You may also have other legal rights, which vary in different jurisdictions. For example, the laws of some jurisdictions may deem certain conditions and warranties to apply to our products and not permit the disclaimer of those conditions or warranties. The terms of this Section 8 (Limited Warranty; Disclaimer of Warranties) and the applicable Limited Warranty Statements apply to the extent permitted by applicable law. Regardless of any provisions to the contrary in these Terms or any Limited Warranty Statement, nothing in these Terms or any Limited Warranty Statements waive or limit any of your consumer rights, that under applicable law, cannot be waived or limited. For a full description of your legal rights, you should refer to the laws applicable in your jurisdiction.
8.6 Order of Precedence. The Limited Warranty Statements are subject to these Terms. In the event of an inconsistency between these Terms and a Limited Warranty Statement, these Terms will govern.
9. INTELLECTUAL PROPERTY
9.1 IONiX shall retain all right, title, and interest in and to any intellectual property created, developed, or provided by IONiX in connection with the provision of products or services, including, without limitation, all patents, copyrights, trademarks, trade secrets, know-how, acquired data through Customer use of the products and services, excluding Customer personal information, and any other intellectual property rights. Nothing in these Terms shall be construed as granting Customer any license or other rights to any of IONiX’s intellectual property rights, except as expressly provided herein,
10. CONFIDENTIALITY
10.1 Customer shall keep confidential and shall not disclose to any third party any non-public information disclosed to Customer by IONiX that is marked or designated as confidential or that Customer should reasonably understand to be confidential (“Confidential Information”), except to the extent such disclosure is expressly permitted in writing by IONiX or required by law, regulation, or court order. Customer shall use the same degree of care to protect the confidentiality of the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
10.2 Customer shall limit access to the Confidential Information to those of its employees, agents, and contractors who have a need to know such information for the purpose of performing Customer’s obligations under these Terms and who are bound by written confidentiality obligations at least as restrictive as those set forth in this section 10.
11. FINANCING OPTIONS
11.1 From time to time, IONiX may make available flexible payment and financing options to its customers through Klarna Bank AB, Afterpay Canada Limited, or Affirm, Inc. or Affirm Loan Services, LLC, or other third party financing providers selected by IONiX (collectively, the "Financing Providers").
11.2 The Financing Providers provide payment and financing options. Any financing or payment plans made available through IONiX’s website are offered by the Financing Providers and not by IONiX. Where available, Customer may apply for financing by clicking the financing link or button during the checking out process on our website or on other documentation provided by IONiX and completing the Financing Provider’s application form. If Customer chooses to finance its purchase, any financing provided to Customer will be governed by the terms and conditions of the Financing Provider that provides Customer with the financing.
11.3 Customer’s approval for financing or payments plans may be contingent on Customer satisfying eligibility requirements imposed by the Financing Providers. As an example, these eligibility requirements might include minimum age requirements, residency requirements, and minimum credit scores. Customer understands and agrees that eligibility for financing or payment plans is determined solely by the Financing Providers, and IONiX shall not be responsible for any decisions made by the Financing Providers regarding the approval or denial of financing or payment plans. IONiX does not influence the approval process of the Financing Providers and cannot guarantee your eligibility for financing or payment plans.
11.4 The repayment terms, including installment schedules, interest rates (if applicable), and fees, for any financing provided to the Customer are determined solely by the respective Financing Provider. IONiX is not a party to the Customer's agreement with the Financing Provider and has no control over or involvement in setting or enforcing the repayment terms. All obligations and requirements related to the repayment of financed amounts are solely between the Customer and the Financing Provider. Customer acknowledges that late or missed payments to the Financing Providers may result in penalties, fees, or restrictions as per the terms of Customer’s financing agreement with the applicable Financing Provider. 11.5 If the Customer chooses to utilize the services of a Financing Provider to purchase products or services from IONiX, a service fee will be applied by IONiX. This service fee is separate from any fees or interest charged by the Financing Provider. The exact amount of the service fee will be disclosed to the Customer during the order process and prior to the completion of the purchase. The Customer will have the opportunity to review and accept the service fee before finalizing the transaction. By proceeding with financing through a Financing Provider and completing the purchase, the Customer acknowledges and agrees to the service fee charged by IONiX.
11.6 By choosing a financing or payment option, you authorize IONiX to share necessary transaction details with the Financing Providers to facilitate your application and purchase. Refer to our IONIX and the privacy policies of the Financing Providers for more details on how your data is handled.
11.7 If you request a refund or return for a purchase made using the financing or payment plan of a Financing Provider, these Terms and the return policies of IONiX will govern such return request. Any approved refunds will be paid by IONiX directly to the Financing Provider. How that refund will be credited to the Customer's outstanding balance owed to the Financing Provider will be solely between the Financing Provider and Customer.
11.8 IONIX is not responsible or liable for any disputes, issues, or liabilities related to your agreements with the Financing Providers. For support, please contact the applicable Financing Provider’s customer service.
11.9 If you choose to finance your purchase and there is a conflict between these Term and the terms and conditions of the Financing Provider you selected, the Financing Provider’s terms and conditions will govern to the extent of the inconsistency but only with respect to the financing of your purchase.
11.10 The Customer agrees to indemnify, defend, and hold harmless IONiX and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) any breach by the Customer of the terms and conditions of any financing agreement entered into with a Financing Provider; (b) any disputes, claims, or issues arising between the Customer and the Financing Provider, including but not limited to matters related to financing approval, repayment terms, interest rates, penalties, or fees; (c) the Customer’s violation of any applicable law, regulation, or rights of a third party in connection with their agreement with the Financing Provider; or (d) any misrepresentation made by the Customer in applying for financing or any misuse of the financing options provided by the Financing Provider.
11.11 This indemnification obligation shall survive the termination or expiration of these Terms.
12. CUSTOMER OBLIGATIONS
12.1 Goods Not for Resale or Export. You represent and warrant that you are buying products or services from IONiX for your own use only and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within Canada and the United States.
12.2 Permits. Installation of products at Customer’s location is conditioned on the Installer or Customer having all necessary permits and legal authorizations for the installation and use of the product at that location. IONiX is not responsible for any failure to obtain such permits or authorizations or for any violation of law or regulation in connection with the installation or use of the product that results from Customer’s failure to hold such permits or authorizations.
12.3 Restrictions. You shall not, and shall not permit any other person to: (a) misuse, abuse, neglect, modify, alter, tamper, install, uninstall, remove, move, commissioned, repair, maintain, or open the external casing of any product, except as performed by an authorized IONiX certified installer or as otherwise approved in writing by IONiX; (b) remove or alter any serial number of any product; (c) use any product for any commercial purpose or any purpose other than personal use; (d) use any product in connection with multiple dwellings or buildings, whether detached or not; (e) use any product in any manner contrary to any instructions or documentation provided by IONiX; (f) use any product in a manner contrary to applicable law; (g) use any IONiX product in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or systems (including life-support systems or medical equipment), or any other use or application in which the use or failure of the product could lead to personal injury, severe physical or property damage, loss of life, or significant financial loss. IONiX may refuse to honor any warranty claim related to any covered product used for any of these purposes and may refuse to service any covered product used for these purposes, and disclaims any and all liability arising out of such refusal.
12.4 Indemnification. Customer shall defend, indemnify, and hold harmless IONIX and the IONiX Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer’s: (a) breach or alleged breach of these Terms or any Limited Warranty Statement; or (b) Customer’s negligence or more culpable act or omission (including recklessness or wilful misconduct). “IONiX Associates” are IONiX’s officers, directors, affiliates, agents, employees, and third party contractors.
13. LIMITATION OF LIABILITY
13.1 Exclusion of Damages. THIS SECTION 13.1(EXCLUSION OF DAMAGES) IS SUBJECT TO SECTION 13.3 (CLARIFICATIONS). IN NO EVENT WILL IONIX BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF OR RELATING TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
13.2 CAP ON MONETARY DAMAGES. THIS SECTION 13.2 (CAP ON MONETARY DAMAGES) IS SUBJECT TO SECTION 13.3 (CLARIFICATIONS). IN NO EVENT WILL IONIX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, ANY LIMITED WARRANTY STATEMENT, ANY PURCHASE CONTRACT, OR ANY PRODUCT WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO IONIX BY CUSTOMER UNDER THESE TERMS OR $100, WHICHEVER IS GREATER.
13.3 CLARIFICATIONS. (a) THE LIABILITIES LIMITED BY THIS SECTION 13 (Limitation of Liability) APPLY TO THE BENEFIT OF IONIX’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY CONTRACTORS, AFFILIATES. (b) Customer acknowledges and agrees that IONiX has based its pricing on and entered into this agreement in reliance upon the limitations of liability in this Section 13 (Limitation of Liability) and that such terms form an essential basis of the bargain between the parties. (c) If applicable law limits or prohibits the application of the provisions of this this Section 13 (Limitation of Liability), the liability of IONiX and its officers, directors, employees, agents, third party contractors, and affiliates will be limited to the maximum extent permissible.
14. DISPUTES
14.1 Waiver of Class Action and Jury Trial. You hereby agree to waive any right you may have to commence or participate in any class action against IONiX or the IONiX Associates (defined above) related to any claim and, where applicable, you also agree to opt out of any class proceedings against IONiX or the IONiX Associates. However, the waiver and opt-out in the previous sentence does not apply to you if applicable law in your jurisdiction invalidates such waivers or opt-outs or does not permit them. Where applicable, if a dispute arises between us and you, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute, unless such waiver is invalid or not permitted under the applicable law in your jurisdiction.
14.2 Arbitration (a) SUBJECT TO SECTION 14.4 (Exceptions to Arbitration), YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. (b) SUBJECT TO SECTION 14.4 (Exceptions to Arbitration), ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS, ANY LIMITED WARRANTY STATEMENT, ANY PURCHASE CONTRACT, OR ANY IONIX PRODUCTS OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the Vancouver International Arbitration Centre (“VanIAC”) under its Rules. The language of the arbitration will be English. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the VanIAC, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent of IONiX unless: (i) (1) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (2) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; (ii) such disclosure is required by applicable law; or (iii) such disclosure is required to obtain a court order to enforce the arbitral order or award. If the law of your jurisdiction does not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to these Terms, any Limited Warranty Statement, any Purchase Contract, or any IONiX products or services, will be commenced and determined exclusively in the courts situated in Vancouver, British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
14.3 Arbitration Opt-Out. You may opt out of the above arbitration clause (Section 14.2) by following the procedure described in this paragraph. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and IONiX arising out of or relating to these Terms, any Limited Warranty Statement, any Purchase Contract, or any IONiX products or services. To opt out, you must, within 30 days of accepting these Terms, deliver to IONiX a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. Failure to opt out within this 30 day period will result in the loss of the right to opt out of the arbitration provision. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; and (d) your email address. The opt-out statement must be delivered to the following email address: info@ionixpro.com.
14.4 Exception to Arbitration. Notwithstanding Section 14.2 (Arbitration) and to the extent permitted under applicable law: (a) If IONiX has a claim against you and the Civil Resolution Tribunal (British Columbia) or the Provincial Court of British Columbia (Small Claims Court) has jurisdiction to hear that claim, IONiX may elect to file that claim in the Civil Resolution Tribunal or the Provincial Court of British Columbia (Small Claims Court) in which case you irrevocably attorn to the non-exclusive jurisdiction of that tribunal or court to determine the dispute. (b) If IONiX has a claim against you related to or arising of your breach of any payment obligation, IONiX may suspend the application of Section 14.2 to that claim, in which case IONiX you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia, Canada unless applicable law does not permit you to agree to submit to those courts. (c) If the laws in your jurisdiction do not permit you to agree to binding arbitration, then Section 14.2 (Arbitration) does not apply to you. In such a circumstance, you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia, Canada unless applicable law does not permit you to agree to submit to those courts.
15. MISCELLANEOUS
15.1 Governing Law. Except as may be required by the laws of your jurisdiction, all matters arising out of or relating to these Terms, the Limited Warranty Statement, the Purchase Contracts, and the products and services. are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
15.2 Entire Agreement. These Terms, including and together with any related Limited Warranty Statements, Purchased Contracts, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. If there is any conflict between the terms of the main body of these Terms and any schedule (or similar document), these Terms will govern to the extent of the conflict.
15.3 Waiver. No waiver by any party of any of the provisions of these Terms, any Purchase Contract, or any Limited Warranty Statement will be effective unless explicitly set forth in writing and signed by the party so waiving.
15.4 Severability. If any term or provision of these Terms, any Purchase Contract, or a Limited Warranty Statement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of these Terms, Purchase Contract, or the Limited Warranty Statement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15.5 Assignment. IONiX may assign these Terms, any Purchase Contract, or the Limited Warranty Statements without any notice. Customer may not assign any of its rights or delegate any of its obligations under these Terms, any Purchase Contract or any Limited Warranty Statement without the prior written consent of IONiX (which may be withheld for any reason). Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations.
15.6 Successors and Assigns. These Terms, the Purchase Contracts, and the Limited Warranty Statements are binding on and inures to the benefit of the parties and their respective permitted successors and permitted assigns.
15.7 Surviving Terms. The provisions of Sections 5.8, 5.9, 7.3, 8.2, 8.3, 8.4, 9, 10, 12, 13, 14, and 15 as well as any other provision that must survive in order to give proper effect to its intent, will survive the expiration or earlier termination of this agreement.
15.8 Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this agreement, for any failure or delay in fulfilling or performing any term of these Terms or any Limited Warranty Statement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control (the “Affected Party”) (other than the Affected Party’s lack of funds or negligence), including: (a) flood, fire (including forest fire), earthquake, solar flare, solar storm, or explosion; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (c) a new Law that renders performance of the affected Party’s obligations impossible or commercially unreasonable; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) pandemic, epidemic, public health emergency, communicable disease outbreak; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) tsunami, electro-magnetic pulse, solar storm, extreme weather events, snow or ice storms, unpassable terrain or roads, explosion, asteroid impact; and (i) shortage of adequate power or transportation facilities (each, a “Force Majeure Event”). An Affected Party shall give the other party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. An Affected Party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under these Terms. In the event of any Force Majeure Event, the time for performance shall be extended by a period equal to the duration of the delay caused thereby, and the parties shall use good faith efforts to minimize the impact of the Force Majeure Event on the affected party’s performance.
15.9 Further Assurances. Upon party’s reasonable request, the other party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to these Terms.
15.10 Language. The parties have required that this Agreement and all documents and notices resulting from it be drawn up in English. Les parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soient rédigés en anglais.
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