Updated November 3, 2025
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The following terms and conditions apply to any orders submitted by the Buyer in response to a proposal by Planar Motor Inc., (“Seller”) notwithstanding any contradictory terms of the Buyer's purchase order. No orders for products or services of the Buyer shall be binding upon the Seller unless accepted in writing by an authorized official of the Seller. Any additional or differing terms and conditions on the Buyer's purchase order do not apply unless expressly agreed to in writing by the Seller. The Buyer's acceptance of products constitutes acceptance of these terms and conditions of sale.

“Application” shall mean the value-added application which includes any Product to be integrated by the Buyer.
“Buyer” shall mean the entity who purchases the Product from the Seller.
“Hardware” shall mean a physical device or a sub-assembly of such device manufactured or assembled by the Seller.
“Product” shall mean all products sold by the Seller including Hardware, Software and any related documentation and services.
“Software” shall mean the Seller’s proprietary computer software programs, firmware and third-party software intended to be used solely on and with the Product supplied and includes any enhancements provided by the Seller to the Buyer pursuant to these terms and conditions.
“System” means the systems that consist of Hardware and Software in the proposal by the Seller.

The Buyer shall be deemed to have accepted the Product five (5) calendar days following delivery unless the Seller receives written notice of rejection specifying the nature of any non-conformity within that period. Any use, installation, resale, or integration of the Product by the Buyer shall constitute unconditional acceptance of the Product. Products may not be returned without prior written authorization from the Seller, and the absence of a return request within the acceptance period shall constitute acceptance of the Product. Notwithstanding the foregoing, delivery to a third-party location or agent designated by the Buyer shall constitute immediate acceptance upon delivery.

FCA: 6651 Fraserwood Pl. Suite 250, Richmond BC, V6W 1J3, Canada. All costs and charges for freight, brokerage, duty, taxes and insurance beyond the FCA point shall be paid by the Buyer. Title to goods and risk of loss or damage shall pass to purchaser at the FCA point.

The Seller shall warrant the System to be free from defects caused by faulty materials or poor workmanship when used under normal operating conditions specified by the Seller for twelve (12) months from the date of shipment from the Seller to the Buyer. All returns must have a Return Material Authorization (RMA) number. A RMA can be obtained by contacting the Seller. The sole and exclusive remedy of the Buyer and the entire liability of the Seller under this limited warranty shall be the restoration of the Products to their proper working condition. Products returned to the Buyer under the terms of this warranty may be refurbished or new at the option of the Seller and will carry a 90-day warranty if no longer covered by the initial warranty. The Seller will use commercially reasonable efforts to return Products under warranty within twenty (20) business days after their receipt by the Seller. No warranty shall apply if the Products: (i) have been altered by anyone other than the Seller; (ii) have not been installed, operated, repaired, or maintained in accordance with instructions provided by the Seller; or (iii) have been subjected to unreasonable physical, thermal or electrical stress; or (iv) in the case of returned Hardware, the Hardware is not packaged on a pallet or in a suitable crate for shipment; of (v) have been subjected to misuse, negligence, or accident. The Buyer is solely responsible for backing up its programs and data to protect against data loss or corruption.

Except as expressly set forth above, the Seller makes no representation or warranty of any kind, express, implied or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title or noninfringement, or warranties or obligations arising from a course of dealing, usage or trade practice. Further, the Seller makes no warranty that the Software is error-free or that the Buyer will be able to operate the Software without problems or interruption.

All product specifications, applications and other information provided by the Seller are subject to change without notice.

The Buyer acknowledges that the Seller owns any and all intellectual property in the Product provided under a purchase order. The Seller reserves all rights in all intellectual property, proprietary materials and confidential information supplied to the Buyer in connection with the Product under the purchase order and no rights, title or interest therein are granted by or under, or to be implied from, the purchase order. Without limitation to the generality of the foregoing, no licence is granted directly or indirectly under any intellectual property right now or in the future held, made, obtained or licensable by the Seller except as expressly provided by the Seller in an agreement entered into between the Buyer and the Seller.

The Product will not be resold, leased or subleased, licensed or sublicensed by the Buyer without substantial value being added by the Buyer to form an Application. The Buyer may only integrate into its Application the Product which has been provided by the Seller. The Buyer shall not reproduce the Product in whole or in part, in any form, for this purpose. The Buyer shall not cause or permit reverse engineering or disassembly of the Product without prior written consent of the Seller. The Software shall be treated as confidential information of the Seller. The ideas and the expressions thereof contained in the Software are confidential and proprietary information and trade secrets of the Seller that are disclosed to the Buyer in confidence. The Buyer shall not cause or permit reverse engineering or decompilation of the Software or disclosure, copying, display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise) or other dissemination of the Software, in whole or in part, to any third party without prior written consent of the Seller. The Buyer shall promptly report to the Seller any actual or suspected violation of this Paragraph and shall take further steps as may reasonably be requested by the Seller to prevent or remedy any such violation.

The Buyer shall indemnify, hold harmless and defend the Seller, its Board of Directors, officers, employees, and agents against any and all claims (including all associated legal fees and disbursements actually incurred) arising out of the exercise of any rights of the Seller under these terms and conditions, including without limitation against any damages or losses, whether direct, indirect, special, consequential, incidental or punitive, arising in any manner at all from or out of the use of the Product or any improvements or Products licensed or used by the Buyer or its customers.

IN NO EVENT SHALL THE SELLER OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM ANY PRODUCT, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF THE SELLER OR ITS AFFILIATE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER OR NOT ANY REMEDY PROVIDED SHOULD FAIL OF ITS ESSENTIAL PURPOSE. THE TOTAL CUMULATIVE LIABILITY TO THE BUYER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED 50% OF THE ACTUAL PURCHASE PRICE OF THE PRODUCT PAID BY THE BUYER. IN ADDITION, THE SELLER SHALL NOT BE LIABLE FOR THE BUYER’S OR ANY THIRD PARTY’S SOFTWARE, FIRMWARE, INFORMATION, OR MEMORY DATA CONTAINED IN, STORED ON, OR INTEGRATED WITH ANY PRODUCT RETURNED TO THE SELLER, WHETHER UNDER WARRANTY OR NOT. IN NO EVENT SHALL THE SELLER BE RESPONSIBLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM A DELAY IN SHIPMENT.

The validity, construction and interpretation of all documents relating to this sale, and rights and duties of the parties hereto, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.