1. Scope and Parties

These terms govern the sale of goods by Smart Scale Technologies Inc., operating as TruckWeight (“Seller,” “TruckWeight,” “we”), to the purchaser (“Buyer,” “you”). TruckWeight supplies industrial business-to-business equipment, and these terms are written on that basis.

Any purchase order, acknowledgment, or other document submitted by Buyer, if construed as an offer, is hereby rejected. The quote and invoice issued by Seller, together with these terms, constitute the offer or counter-offer. Buyer’s acceptance of goods, payment, or issuance of a purchase order constitutes acceptance of these terms and rejection of any conflicting terms in Buyer’s documents, regardless of whether Seller specifically objects to them. Any addition or change to these terms must be agreed to in writing by an authorized representative of Seller.

2. Acceptance

Buyer accepts these terms by any of the following, whichever occurs first: signing a quote, issuing a purchase order that references a quote, making payment, or taking delivery of the goods.

3. Inspection and Acceptance of Goods

Buyer shall inspect all goods promptly upon receipt. Any claim that goods have arrived defective, damaged in transit, or not as specified in the quote must be made in writing to [email protected] within 14 days of delivery, including photographs and a description of the issue. Failure to notify Seller within this period constitutes acceptance of the goods as conforming.

4. No Returns Except for Defect

All sales are final. Seller does not accept returns, exchanges, or cancellations for changed requirements, ordering errors by Buyer, buyer’s remorse, or any reason other than a defect or material non-conformity established under Section 3 or a warranty claim under Section 5.

No returns will be accepted without a Return Authorization Number (RAN) issued by Seller in advance. Goods returned without authorization will be refused, or held by Seller for 20 days awaiting Buyer’s instructions, after which Seller may deem them abandoned and dispose of them without credit to Buyer.

5. Two-Year Limited Warranty

Seller warrants that the goods will conform to the written specifications in the quote and will be free from defects in materials and workmanship for two years from the date of delivery. This warranty does not cover damage or failure caused by misuse, accident, neglect, unauthorized modification or repair, improper installation not performed by Seller, battery failure, or normal wear and tear.

Warranty service may be subject to reasonable handling and shipping charges, which will be disclosed to Buyer before service is performed.

This is the sole warranty provided by Seller. All other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law. Nothing in these terms limits any rights that cannot be waived under applicable consumer protection legislation in Buyer’s jurisdiction.

6. Exclusive Remedy and Limitation of Liability

Buyer’s sole remedy for any defective or non-conforming goods, or for breach of the warranty in Section 5, is, at Seller’s option: (a) repair of the goods, (b) replacement of the goods, or (c) refund of the purchase price of the affected goods.

In no event shall Seller be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, lost revenue, loss of use, downtime costs, loss of data, personal injury, or damage to other property, even if Seller has been advised of the possibility of such damages. Seller’s total aggregate liability arising out of or related to any sale shall not exceed the purchase price paid by Buyer for the goods giving rise to the claim.

7. Overload Fines and Regulatory Penalties

Seller shall have no responsibility for overload fines, citations, or regulatory penalties of any kind incurred by Buyer while using the goods. Buyer is solely responsible for complying with all applicable weight, transport, and road-safety regulations.

8. Permitted Uses

Unless specifically agreed in writing by Seller, Buyer acknowledges that the goods are not intended for and will not be used in life-support systems, human implantation, nuclear facilities, or any other application where product failure could lead to loss of life or catastrophic property damage. Buyer shall indemnify and hold Seller harmless from any loss, cost, or damage resulting from Buyer’s breach of this provision.

9. Safety

Buyer acknowledges responsibility for reading and following all safety warnings, installation instructions, and operating instructions provided with the goods, and for ensuring that anyone operating the goods has done the same.

10. Custom or Special-Order Goods

Goods that are custom-made, modified, or produced to Buyer’s specification are non-returnable and non-refundable under any circumstances other than a defect in Seller’s workmanship established under Section 5.

11. Order Cancellation, Rescheduling, and Pricing

No order may be cancelled, rescheduled, or reconfigured without Seller’s prior written authorization. If authorization is granted, Buyer shall be liable for all costs and expenses incurred by Seller prior to cancellation, including materials, labour, and reasonable restocking fees.

Prices are subject to change in response to Buyer-requested rescheduling or reconfiguration, or to significant supplier price increases, with written notice to Buyer before shipment.

12. Payment and Chargebacks

Payment is due per the terms stated on the invoice. Late payments may accrue interest at a rate of 1.5% per month (18% per year) or the maximum rate permitted by law, whichever is lower.

Before initiating any credit card chargeback, payment reversal, or similar action, Buyer agrees to contact Seller in writing at [email protected] and allow at least 10 business days for Seller to investigate and attempt to resolve the dispute. A chargeback filed without first following this process constitutes a breach of these terms, and Buyer shall be liable for the disputed amount plus any fees, costs, and reasonable legal expenses incurred by Seller in responding to the chargeback.

Any credit balance or other sum owed to a Buyer that remains unclaimed for a period of eighteen months may, to the extent permitted by applicable law, become the property of Seller to defray the cost of customer account administration.

13. Risk, Title, and Shipping

Risk of loss passes to Buyer upon delivery of the goods to the carrier at Seller’s facility. Title to the goods passes to Buyer only upon Seller’s receipt of payment in full. For international shipments, the Incoterms specified in the quote govern the allocation of risk, cost, and responsibility. Prices do not include taxes, insurance, duties, brokerage, or similar charges unless expressly stated on the invoice; these are the sole responsibility of Buyer.

14. Export Compliance

The goods may be subject to export control laws and regulations of Canada and other jurisdictions. Buyer agrees to comply with all applicable export, re-export, and import laws and regulations, and shall not export or re-export the goods in violation of any such laws. Country-of-origin information, where applicable, is as provided to Seller by its suppliers and is located on the goods themselves or on the supplier’s innermost packaging.

15. Force Majeure

Seller shall not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, fire, flood, war, civil unrest, labour disputes, shortages of labour, fuel, power, materials, or supplies, supplier delays, shipping disruptions, or government action. Seller reserves the right to cancel without liability any order whose shipment is delayed more than 30 days by reason of any such cause, and may in its sole discretion allocate, defer, or delay shipment of goods in short supply.

16. Governing Law and Jurisdiction

This agreement is governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of Nova Scotia for any dispute arising out of or related to these terms, except that Seller may enforce payment obligations in any court having jurisdiction over Buyer or Buyer’s assets.

17. Statutory Rights

Nothing in these terms limits or excludes any rights that cannot be limited or excluded under applicable consumer protection legislation in Buyer’s jurisdiction. For Buyers in South Africa, these terms do not limit any non-waivable rights under the Consumer Protection Act 68 of 2008, including the implied warranty of quality under Section 56.

18. Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable in any jurisdiction, that provision shall be enforced to the maximum extent permitted in that jurisdiction, and the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These terms, together with the applicable quote and invoice, constitute the entire agreement between the parties regarding the sale of the goods and supersede all prior discussions, representations, or agreements, whether written or oral.