1. Scope of Application

1.1 The following terms and conditions of sale (hereinafter the "Terms") of IONiX Pro Battery Technologies Inc. (hereinafter “IONiX”) shall apply to all business transactions between IONiX and its contracting party (hereinafter the "Customer"). Acceptance by Customer of IONiX’s performance of services or delivery of products shall constitute Customer’s acceptance of these Terms.

1.2 All offers by IONiX will be made, and all contracts will be concluded exclusively on the basis of these Terms, 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.

1.3 No modification of these Terms (including changes in scope, specifications, price, or delivery schedule) shall be of any force or effect unless made in writing and signed by IONiX. IONiX hereby rejects any additional or inconsistent terms or conditions contained in or incorporated by reference in any purchase orders or other documents of Customer that already have been or hereafter may be proposed to IONiX, unless IONiX has expressly consented to such inconsistent terms or conditions in writing and signed by IONiX. Delivery of products or performance of services without express reservation that inconsistent terms or conditions have not been accepted by IONiX shall not be deemed acceptance of such inconsistent terms or conditions by IONiX.

1.4 IONiX shall facilitate system installations via approved third parties but shall not be held liable for the performance or service or after sales support of such the party (ies).

2. Binding Contracts

2.1 Unless expressly stated otherwise in writing, all offers by IONiX, including without limitation any product or service descriptions in marketing materials, are non-binding, subject to change, and without obligation, including without limitation any estimate provided for a SmartWall System and installation. IONiX reserves the right to revise and change any and all product and service descriptions at any time.

2.2 IONIX’s receipt of a signed Final Invoice from the Customer (“Customer Order(s)”) following the confirmation of any project quote constitutes a binding offer from Customer to enter into a binding agreement with IONiX.  

2.3 IONiX may accept or reject any Customer Order in its sole discretion. Any acceptance of a Customer Order requires written communication from IONiX within two weeks after receipt (“Acceptance”) of a Customer Order.  IONiX’s issuance of a fully executed Final Invoice within two weeks after receipt of such order shall be deemed Acceptance of such Customer Order(s).  

2.4 Unless otherwise expressly stated in an Acceptance, or in technical product descriptions or data sheets referenced in any Acceptance, 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.

2.5 All terms relating to product quantities and time of delivery set forth in a Final Invoice are subject to availability, technical feasibility, and timely delivery of components to IONiX by its suppliers and the availability of certified installers. IONiX reserves the right to deliver products or perform services either directly or through third party installers with reasonable deviations from dimensions, weight, nature, or quality of such products or services confirmed in any Final Invoice. IONiX, at its sole and absolute discretion, will select any components of products and services in accordance with technical feasibility and availability.  See IONiX’s Limited Warranty for additional information.

2.6 Any performance, product recommendations, profitability calculations set out any cost estimate (the “Estimate”) or otherwise made available to Customers from IONIX’s sales team, the IONiX websites or other marketing materials or documents, or derived from software provided by IONiX, are illustrative in nature and not binding upon IONiX. Customer acknowledges, agrees, and understands that any Estimate or any results derived from such calculations may substantially deviate from actual performance or profitability.

2.7 IONiX does not install its system and may assign, in whole or in part, the fulfillment of any Customer Order to any third party in IONiX’s sole and absolute discretion in whole or in part and may instruct third parties with the execution including SmartWall System installations. No consent by the Customer is required.

3. Submitted documents

3.1 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.

4. Prices; Terms of payment; Cancellation Fee

4.1 The Prices and Terms of payment shall be set out in the Final Invoice.  The Customer acknowledges and agrees that the prices set out in the Estimate are for informational purposes only and are subject to confirmation on the price of installation, accessories, delivery and taxes.

4.2 IONiX may adjust the prices in accordance with any cost increases which occur between the Acceptance date and product delivery or performance of services.

4.3 Unless agreed by the parties otherwise, terms of payment for products are (i) non-refundable deposit due in order to book a project quote ahead of dispatching installers to scope the project and estimate the installation costs, (ii) fifty percent of the purchase price within five days after receipt of the Final Invoice by Customer, (iii) the balance of the purchase price immediately following the delivery and system installation.

4.4 Unless agreed by the parties otherwise, terms of payment for Services are paid (i) fifty percent ahead of the performance of the service and (ii) remaining balance at the delivery of the service. All annual and monthly services such as monitoring or systematic site maintenance visits are to be paid fully in advance of the service being performed.

4.5 All prices are quoted, and must be paid, in Canadian dollars, in the forms specified in the Final Invoice.

4.6 If Customer fails to pay any invoice in full by the due date, Customer shall pay interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Customer shall also reimburse IONiX for all reasonable costs incurred in collecting any late payments or interest, including, without limitation, reasonable attorneys’ fees.

4.7 If Customer cancels an order after Acceptance, Customer shall pay to IONiX a cancellation fee equal to (i) 10% of the purchase price if the cancellation occurs within 14 days after Acceptance, or (ii) 50% of the purchase price if the cancellation occurs more than 14 days after Acceptance but less than 30 days before scheduled delivery.

4.8 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 withIONiX, whether relating to IONiX’s breach, bankruptcy, or otherwise.

5. Delivery, Risk of Loss and Title

5.1 IONiX shall not be liable for any delay or failure to deliver products or perform services due to causes beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, riots, terrorist acts, fires, floods, earthquakes, or strikes, lockouts, or other labor disturbances (each, a “Force Majeure Event”). 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.

5.2 Title and risk of loss or damage to products shall pass to Customer upon delivery of products by IONiX to the customer location indicated on the Final Invoice..

5.3 All delivery dates and times communicated by IONiX are estimates only, and IONiX shall not be liable for any delay in delivery or failure to deliver products or perform services by any estimated delivery date. IONiX shall use reasonable efforts to meet the delivery dates and times communicated to Customer but does not guarantee delivery on any specific date or time. IONiX may make partial deliveries or render partial services, and each partial delivery or service shall be deemed a separate contract.

5.4 On the date(s) of delivery and installation, Customer commits to be present to facilitate such and is responsible for additional cost of delivery and labour should personnel or equipment need to be returned to the location another time(s).

5.5 If Customer refuses to accept delivery of any products or fails to provide adequate delivery instructions, IONiX may, in its sole discretion, store the products until actual delivery and Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

5.6 Customer commits to keeping children away from the place of the IONiX battery installation and that the area is clean and free of flammable or explosive materials to make sure there are carbon dioxide, Novac1230 or FM-200 fire extinguishers in close proximity to the SmartWall.  Not to use water or ABC dry powder extinguishers and, ensure they contact the firehall right away in case of emergency and that anyone fighting a fire must wear protective clothing and self contained breathing apparatus when extinguishing Lithium batteries.

6. Inspection and Acceptance of Products and Services

6.1 Customer shall inspect all products and services immediately upon receipt. Customer shall give written notice to IONiX within five days after receipt of products or performance of services of any claim for shortage or defect in the products or services. Failure of Customer to give such notice shall constitute irrevocable acceptance of the products and services.

6.2 Customer’s exclusive remedy for any claim for shortage or defect in products or services shall be limited, at IONiX’s option, to either repair or replacement of the defective products or re-performance of the deficient services, or refund of the purchase price paid by Customer for the defective or deficient products or services.

6.3 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.  

7. Limited Warranty

7.1 Customer’s exclusive remedy, and IONiX’s sole liability, for any breach of the foregoing warranty shall be as per the terms listed in the IONiX Limited Warranty.

7.2 Through their Acceptance, Customer confirms that they have fully read and accept the IONiX Warranty and these terms and conditions provided to Customer by IONiX at the time of purchase and Acceptance.

8.Intellectual Property

8.1 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, 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.

9. Confidentiality

9.1 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 eventless than reasonable care.

9.2 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 8.

10. Governing Law and Jurisdiction

10.1 These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to its conflict of law principles.

10.2 Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the rules of the Arbitration Act (British Columbia) then in effect. The arbitration shall be conducted in Vancouver, British Columbia, before a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed by the Vancouver International Arbitration Centre.. The language of the arbitration shall be English.

10.3 These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

10.4 These Terms may be amended or modified only by a written instrument executed by IONiX.

10.5 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

‍