Terms and Conditions

EFFECTIVE: September 10, 2023

Acceptance of the Website Terms and Conditions of Use

These website terms and conditions of use for soneilspark.com, constitute a legal agreement and are entered into by and between you and Soneil International Limited (“Company”, “we”, “us”, “our”). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use, including any content, functionality, products and services offered on or through soneilspark.com (the “Website”).

BY PLACING AN ORDER, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE, OUR PRIVACY POLICY AND OUR TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR OUR PRIVACY POLICY OR OUR TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITE.

Age

Depending on the laws in your jurisdiction, there may be age restrictions for entering into legally binding arrangements, including these Terms of Use. If you are below the required age, you are not permitted to use the Website, unless your parent or legal guardian has reviewed and agreed to these Terms of Use on your behalf. Additionally, certain laws in your jurisdiction may require children to be supervised while using the Website.

By accessing and using the Website, you represent and warrant that you are of an appropriate age to form a binding contract with the Company and access and use the Website without supervision. If you are below the required age, your parent or legal guardian confirms that they are supervising and monitoring your access and use of the Website at all times. If you do not meet all of these requirements, you must not access or use the Website.

Modifications to the Terms of Use, to the Website

We reserve the right in our sole discretion to revise and update these Terms of Use from time to time, including but not limited to, adding new terms and conditions. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the Terms of Use in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on the Website, and the Website, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

Your Use of the Website, and Account Set-Up and Security

The Website enable you to explore details about our electric vehicle charging products, smart plugs and related services and information, make purchases and utilize our charging network. Additionally, in certain cases, you can discover and access other networks through our roaming arrangement, provided you agree to the respective terms of those networks.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your personal information also depends on you. Users are responsible for obtaining their own access to the Website. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms of Use and comply with them. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the personal information you provide on the Website is correct, current, and complete.

Unfortunately, the transmission of personal information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Your provision of registration information, information you add to your user account profile, any submissions you make on the website and any information you provide to us by e-mail or other means, constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

Any username, password, PIN login information, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password, PIN login information, or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Website or portions of it using your username, password, PIN login information, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username, password, PIN login information, or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any losses or damages incurred as a result of any password or PIN login information misuse or any unauthorized access.

Only authorized users are permitted to access and utilize password-protected and secure sections of the Website or any services offered on or through the Website. Any unauthorized individuals attempting to access these areas of the Website, by hacking or any other illegitimate means, may be subject to prosecution.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, PIN login information, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use.

You are prohibited from attempting to circumvent and from violating the security of the Website, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.

Intellectual Property Rights and Ownership

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal, provincial or other laws and could subject the infringer to legal action.

You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:

•           your device and browser may temporarily store or cache copies of materials being accessed and viewed;

•           a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever; and

•           in the event social media platforms are linked to certain content on our Website, you may take such actions as our Website and such third-party social media platforms permit.

Users are not permitted to modify copies of any materials from the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, unless authorized by us.

If you print off, copy, or download any part of our Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website, or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Conditions of Use and User Submissions and Site Content Standards

As a condition of your access and use, you agree that you may use the Website only for lawful purposes and in accordance with these Terms of Use (“Conditions of Use”).

The following content standards apply to any and all information a user submits or transmits (collectively, “submit”) to the Website (collectively, “User Submissions”). Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws, regulations, and these Terms of Use.

Without limiting the foregoing, you warrant and agree that your use of the Website, and any User Submissions shall not:

•           In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

•           In any manner violate the terms of use of any third-party website that is linked to the Website.

•           Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company’s sole discretion.

•           Involve, provide, or contribute any false, inaccurate, or misleading information.

•           Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).

•           Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

•           Promote any illegal activity, or advocate, promote, or assist any unlawful act.

•           Be used for unauthorized purposes.

You understand and agree that you, not the Company nor Company’s parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors or assigns, are fully responsible for any User Submissions you submit, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you.

Suspension and Termination

Company has the right, at its sole discretion, without provision of notice and without any liability or cost to us to:

•           At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Website, and/or Terms of Use.

•           Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting information through the Website.

•           Terminate or suspend your and/or all users access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms of Use. Upon termination, all licenses and rights granted to you under these Terms of Use will cease.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

In the event of technical issues with the Website, you may temporarily lose access to the Website, your account details, or encounter difficulties completing transactions. While we will make reasonable efforts to inform you about the resolution timeframe, we cannot provide explicit guarantees or express warranties on service restoration timelines. Any time guidance offered during technical difficulties should be treated as an estimate only and not relied upon absolutely.

You agree that neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns is liable to you or any third party for any suspension, interruption or discontinuance of the Website.

No Reliance

The content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Website.

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. Your use of the Website is at your own risk and neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns have any responsibility or liability whatsoever for your use of the Website.

The Website may include content provided by third parties. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

Privacy

By submitting your personal information and using our Website, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such personal information in compliance with our Privacy Policy, as we deem necessary for use of the Website, and provision of services.

Third-Party Websites

For your convenience, the Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites, the accuracy or reliability of information, data, opinions, advice or statements made on these websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

References to products, services, or information from entities other than our Company on our Website are solely for informational purposes and should not be considered as endorsements or recommendations.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the Conditions of Use and User Submissions. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Subscription

We may charge you a subscription fee to use all or certain features or functionalities of our Website. By purchasing a subscription to our Website, you acknowledge and agree to access and use the services provided through the Website during the specified subscription period and in accordance with these Terms of Use.

The subscription term shall commence on the date of purchase and continue for the duration of the selected subscription period, as indicated during the purchase process.

You agree to pay the applicable subscription fees as outlined on the Website’s payment page. The subscription fees shall be charged at the beginning of each subscription period and automatically renewed unless you cancel the subscription before the renewal date.

You agree to pay the applicable subscription fees as outlined on the Website’s payment page. The subscription fees shall be charged at the beginning of each subscription period and automatically renewed unless you cancel the subscription before the renewal date.

To cancel the subscription, you must follow the cancellation procedures provided within your user account on the Website or contact our customer support team.

We reserve the right to terminate or suspend your subscription in the event of a breach of these Terms of Use or for any other reason, at our sole discretion.

Online Purchases

All orders, purchases or transactions for the sale of goods made using the Website are subject to the Terms, also incorporated into these Terms of Use. Orders that are quoted, negotiated, custom-built, made-to-order, or configured to a customer’s requirements are governed by the Terms and Conditions of Sale - Business, published in Section 3 of the Terms and Conditions page at https://soneilspark.com/pages/terms-and-conditions.

Geographic Restrictions

The owner of the Website is based in the Province of Ontario in Canada. We provide the Website for use only by persons located in any jurisdiction where its access or use is permitted by applicable laws. The Website is not intended for use in any jurisdiction where its access or use is not permitted by law or regulations or which would subject us to any registration requirements within such jurisdictions or country. If you access or use the Website from outside Canada, you do so at your own risk and you are responsible for compliance with all applicable laws of your jurisdiction. We make no representation or warranty that any information or materials on the Website are lawful in every jurisdiction from which such information or materials can be accessed or available for use.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE, ITS CONTENT AND ANY SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR DEVICE, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE AND CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, or assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable lawyers’ fees) arising out of or relating to your breach of these Terms of Use or your use of the Website, including, but not limited to, your violation of any applicable law, rule or regulation, your User Submissions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use.

Governing Law and Choice of Forum

The Website and these Terms of Use will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any dispute, action or proceeding arising out of or relating to the Website and under these Terms of Use will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability

If any term or provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

Assignment

You are not permitted to assign or transfer these Terms of Use or any of your rights or obligations stated herein without obtaining our prior written consent. Any assignment without our written consent shall be void and have no binding effect upon us. However, we reserve the right to assign or transfer these Terms of Use or any of our rights or obligations under these Terms of Use without requiring your consent or providing notice to you.

Entire Agreement

The Terms of Use, our Privacy Policy and our Terms constitute the sole and entire agreement between you and us regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Reporting and Contact

The Website is operated by us.

Should you become aware of misuse of the Website including libelous or defamatory conduct, you must report it to us. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to contactus@soneilspark.com.

EFFECTIVE: July 14, 2026

This document is also published at https://soneilspark.com/pages/terms-and-conditions-of-sale

Welcome to Soneil International Limited. These Terms and Conditions of Sale (the “Terms”) govern your purchase of our products and services (the “Products”) from our website soneilspark.com and transactional pages (the “Website”) provided by Soneil International Limited (“we,” “us,” or “our”).

The Terms constitute a legally binding agreement between you and us regarding your purchase of the Products. The Terms posted on the Website at the time of your order govern your purchase of the Products. By purchasing the Products, you acknowledge that you have read, understood and accepted the Terms. The Terms do not alter the terms and conditions of any other agreement you may have with us, unless otherwise agreed to in writing by us.

The Terms of Use, the Privacy Policy, and the Limited Product Warranty in effect at the time of your order of the Products are hereby incorporated by reference into the Terms and form part of the legally binding agreement between you and us. If there is any conflict between these Terms and the Terms of Use, the Privacy Policy, or the Limited Product Warranty, these Terms govern with respect to the purchase of Products, followed by the Limited Product Warranty, the Privacy Policy, and the Terms of Use, in that order.

These Terms apply only to purchases of catalog Products completed through the checkout on the Website. Orders that are quoted, negotiated, custom-built, made-to-order, or configured to a customer’s requirements are governed by the Terms and Conditions of Sale - Business, published in Section 3 of the Terms and Conditions page at https://soneilspark.com/pages/terms-and-conditions, and not by these Terms.

1. Product Descriptions

1.1. We strive to provide accurate and up-to-date information about our Products, including descriptions, images, specifications, and pricing. However, we do not warrant the accuracy, completeness, or reliability of any information on our Website.

1.2. Product images may vary from the actual Product due to differences in displays and photography techniques. Please refer to the Product description for accurate information about the Product.

2. Registration and Accounts

2.1. To access certain features or to purchase Products on our Website, you may need to register and create an account. You must provide accurate and complete information when registering and creating your account and keep your login credentials confidential. You are responsible for all activities that occur under your account.

2.2. To register and create an account and purchase Products on our Website, you represent and warrant that: 1) you are at least the age of majority in your jurisdiction; 2) you have the legal capacity to enter into a contract; 3) you will purchase Products in accordance with these Terms; 4) you will use the Website in accordance with the Terms of Use; 5) you will keep your account and login credentials confidential; and 6) all personal information you provide to us is true, accurate and complete.

3. Products and Services

3.1. Our Website offers a range of Products for sale. By purchasing Products through our Website, you make an offer to purchase the Products you have selected, subject to the Terms.

3.2. Prices (including taxes and shipping fees) and availability of Products are subject to change from time to time and without notice. We reserve the right to modify or discontinue any Products at any time without liability.

3.3. Products may be subject to minimum and maximum quantities.

3.4. It is your responsibility for ensuring the Products suitability and that you have the necessary tools, power, outlets and/or specific requirements to use the Products.

4. Orders and Payments

4.1. When you place an order through our Website, you are offering to purchase the selected Products at the price indicated, including any applicable taxes and shipping fees. Prices for the Products, including any applicable taxes and shipping fees, will be charged and billed at the rates and in such currency indicated on the Website at the time you place your order.

4.2. We will send you an order confirmation when you purchase the Products. The information recorded by us serves as conclusive evidence of the order. Similarly, the information recorded by the payment system serves as conclusive evidence of the financial transactions.

4.3. Payment for the Products, shipping fees and applicable taxes shall be made at the time of the order. No order shall be completed and no Products shall be shipped to you, unless we have received confirmation of such payment.

4.4. We reserve the right to refuse or cancel any order for any reason, without compensation, including, but not limited to, availability, errors in pricing or Product information, or suspected fraudulent activity.

4.5. Payment for orders is processed securely through our designated payment processors. You agree to provide accurate and complete payment information and authorize us or our payment processors to charge your payment method for the total amount of your order.

4.6. When you purchase Products from us, you may be required to provide personal information about yourself (for example, your name, address, contact information, financial information). You agree that any personal information you give to us is accurate, up to date and complete.

4.7. You may be subject to various fees imposed by the issuer of your payment card, including transaction fees or other charges related to payment processing. Any delays or additional fees imposed by the payment card issuer are beyond our control, and we shall not be liable for them.

5. Shipping and Delivery

5.1. The shipping fees will be determined based on the delivery address provided by you. Once you place your order, all Products will be shipped to the specified delivery address. We will arrange a shipment through a carrier authorized by us, and you will receive an email confirmation with the relevant shipping details.

5.2. We will make reasonable efforts to fulfill and deliver your order within the specified timeframe. However, we do not guarantee delivery times and are not responsible for any delays or damages caused by third-party shipping carriers.

5.3. Once we deliver the Products to the shipping carrier, we shall have no liability for any events occurring during shipment or thereafter and any claim for damages or loss must be filed directly with the shipping carrier.

5.4. Title of ownership to the Products shall transfer to you at the time the Products are delivered to the shipping carrier for transport to you at the specified delivery address.

6. Installation

6.1. IF YOU HAVE CHOSEN NOT TO PURCHASE OUR INSTALLATION SERVICE OPTION, THEN THE INSTALLATION OF ALL PRODUCTS IS YOUR SOLE RESPONSIBILITY. ONLY A LICENSED CONTRACTOR, CERTIFIED ELECTRICIAN, OR QUALIFIED INSTALLATION PROFESSIONAL SHOULD INSTALL THE PRODUCTS. ALL PRODUCTS MUST BE INSTALLED IN ACCORDANCE WITH LOCAL LAWS, INCLUDING, BUT NOT LIMITED TO, LOCAL BUILDING CODES, BY-LAWS AND APPLICABLE REGULATIONS.

6.2. IT IS IMPORTANT YOU ADHERE TO THE SPECIFIC REQUIREMENTS AND INSTRUCTIONS INCLUDED WITH THE PRODUCTS. WE, OUR PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS SHALL NOT BE LIABLE IN ANY WAY FOR 1) ANY PRODUCTS AND/OR PROPERTY WHICH ARE DAMAGED OR FOR ANY INJURY AS A RESULT OF INCORRECT REQUIREMENTS AND/OR IMPROPER INSTALLATION, INCORPORATION OR OPERATION OF THE PRODUCTS; AND 2) ANY DAMAGES AS A RESULT OF YOUR FAILURE TO FOLLOW ANY LOCAL LAWS APPLICABLE FOR THE INSTALLATION OF THE PRODUCTS.

6.3. YOU INSTALL THE PRODUCTS AT YOUR OWN RISK.

7. Returns and Refunds

7.1. Pre-order payments for catalog Products ordered through the checkout on the Website are fully refundable prior to shipment. To request a refund, email contactus@soneilspark.com with your pre-order number and “REFUND” in the subject line. Refunds are processed within ten (10) business days. For certainty, this clause applies only to consumer pre-orders of catalog Products through the Website checkout. Deposits and milestone payments on quoted, negotiated, custom, or made-to-order orders are governed by the Terms and Conditions of Sale - Business and are non-refundable as provided therein.

7.2. You have the option to return any unused, undamaged, and non-installed Products purchased from us within a thirty (30) day period from the date of delivery. To be eligible for return, the Products must be in their original unopened packaging, accompanied by proof of purchase and all manuals, instructions and parts. Please note that Products can only be returned within the country of purchase.

7.3. To initiate the return process, please email us at contactus@soneilspark.com. We will provide you with both the return address and instructions detailing how the Products should be properly packaged to prevent any damage during transit.

7.4. You may return the Products to us at your sole expense and using the shipping carrier of your choice. Ownership of the Products remain with you until the Products are received by us at our designated return address.

7.5. WITH THE EXCEPTION OF WHAT IS EXPLICITLY STATED HEREIN AND IN ACCORDANCE WITH THE LIMITED PRODUCT WARRANTY, YOU ARE NOT PERMITTED TO RETURN ANY PRODUCTS TO US, INCLUDING BUT NOT LIMITED TO, PRODUCTS THAT HAVE BEEN OPENED, INSTALLED, OR USED AND WE ARE NOT OBLIGATED TO REPLACE, REPAIR, OR PROVIDE REFUNDS FOR SUCH PRODUCTS.

7.6. After conducting a satisfactory inspection of the returned Products, we will proceed to refund the original purchase price and applicable taxes charged by us at the time of the initial purchase. Refunds will be issued through the same payment method used for the original purchase within ten (10) business days. If we determine, in our sole discretion, that the Products have been damaged and/or used, we will not provide you with a refund. Instead, you can pay the required shipping fees and we can send the Products back to you at an address you specify.

8. Intellectual Property

8.1. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, moral rights, and all other rights (collectively, “Intellectual Property Rights”) in and to all Products, including their components parts, shall be owned by us or our licensors. These Intellectual Property Rights are protected by applicable intellectual property laws. We or our licensors shall maintain the sole and exclusive ownership, right, title and interest of all Intellectual Property Rights pertaining to the Products.

8.2. We hereby grant you a license to use all Intellectual Property Rights in the Products free of additional charge and on a non-exclusive, worldwide, irrevocable, non-transferable, non-sublicensable, fully paid-up, royalty-free and continuous basis to the extent necessary to enable you to make reasonable use of the Products. All grants of any license to use any Intellectual Property Rights in the Products under these Terms are conditional upon receipt of payment in full for the Products and applicable taxes and shipping fees.

8.3. Except for the provisions explicitly mentioned above in 8.2., at no point will you obtain any ownership, right, title or interest to our Intellectual Property Rights or the Intellectual Property Rights of our licensors. None of the information or statements in these Terms or on the Website should be interpreted as granting, either directly or indirectly, any license or right under our or any third party’s patents, copyrights, trademarks or other Intellectual Property Rights.

8.4. Our Products and/or packaging may display copyright or other notices. It is prohibited to modify, remove, or hide any copyright or other notices that are visible on the Products or packaging.

8.5. You may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any of the Products or any of their components. This includes any attempt to uncover our Intellectual Property Rights, including trade secrets or other confidential information contained within the Products. Furthermore, you must not facilitate or permit any other third party to engage in such activities.

8.6. You may purchase third party products from our Website. In such a case, the Intellectual Property Rights of these third-party products remain the exclusive property of their respective owners.

9. Limited Product Warranty

9.1. Our Products come with a limited product warranty; such warranty period is specified in the Products manual. The limited product warranty is extended by us to original purchases of Products through us or authorized sellers.

9.2. We warrant the Products purchased are free from defects in materials and free from defects in workmanship for the warranty period specified in the Products manual, starting from the date of purchase.

9.3. Under no circumstances will the warranty period specified in the Products manual be extended as a result of your Products being repaired or replaced. THIS WARRANTY MAY ONLY BE USED ONCE PER PRODUCT.

9.4. The limited product warranty will only apply if the Product is defective.

9.5. See the Products manual for warranty exclusions and process for submitting a warranty claim.

9.6. We assume no liability for and this warranty does not cover any costs or damages related to dismantling, removal, installation, faulty installation, re-installation, labor, or any consequential damages that may arise.

9.7. EXCEPT AS SPECIFICALLY OUTLINED IN THE LIMITED PRODUCT WARRANTY, WE DISCLAIM ALL IMPLIED AND EXPRESS WARRANTIES AND CONDITIONS TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY AND NON-INFRIGEMENT, WHETHER EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS, THEIR DESIGN, MATERIALS, WORKMANSHIP, LIFE, PERFORMANCE, SUITABILITY, OR THE INFORMATION, SPECIFICATIONS OR MANUALS PROVIDED WITH THEM.

9.8. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW THE PERFORMANCE OF NECESSARY REPAIRS AND/OR REPLACEMENT OF NEW, RECONDITIONED, OR REMANUFACTURED PARTS BY US FOR THE COVERED DEFECTS IS THE EXCLUSIVE REMEDY UNDER THIS WARRANTY.

10. Limitation of Liability

10.1. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL WE NOR OUR PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, LOSS OR DAMAGE TO ANY PROPERTY, LOSS OR DAMAGE CAUSED BY THE CONNECTION OF PRODUCTS TO ANY VEHICLE, OTHER DEVICE OR SYSTEM, LOSS OF TIME, PUBLIC TRANSPORTATION FARES, VEHICLE RENTAL, FUEL EXPENSES, CHARGING FEES, LODGING EXPENSES, COSTS OF REPLACEMENT GOODS, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, BREACH OF WARRANTY OR CONDITION OR OTHERWISE AT LAW OR IN EQUITY, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, OR RELIANCE ON, OUR WEBSITE AND/OR ANY PRODUCTS.

10.2. WITHOUT RESTRICTING THE APPLICABILITY OF THE TERMS AND TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, OUR LIABILITY REGARDING THE PRODUCTS, OUR LIMITED PRODUCT WARRANTY OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCTS FOR WHICH DAMAGES ARE BEING CLAIMED.

10.3. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATION OF LIABILITY, LIMITED REMEDIES AND LIMITED PRODUCT WARRANTY STATED IN THESE TERMS ARE AN INTEGRAL AND INSEPARABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK IS DEEMED ESSENTIAL TO THE UNDERLYING AGREEMENT BETWEEN THE PARTIES.

11. Governing Law and Dispute Resolution

11.1. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

11.2. Any dispute, action or proceeding arising out of or relating to these Terms and/or your purchase of Products from us shall be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such dispute, action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

12. Indemnification

12.1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us and our parent, subsidiaries, affiliates, and any of their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable lawyers’ fees) arising out of or relating to your breach of these Terms or your use of our Products in any way that is not specified at the time of purchase or in the Products manual.

12.2. We shall have sole control of the defense and all related claims or actions and all settlement negotiations. You agree to provide us with reasonable assistance, information and authority necessary in the defense of any such claim, action or settlement, as we may request.

13. Miscellaneous

13.1. Modifications & Updates. We may update these Terms from time to time. Updates apply prospectively only: each purchase is governed by the version of these Terms posted on the Website at the time the order is placed. Each version of these Terms states its effective date.

13.2. Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.3. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.4. Assignment. You are not permitted to assign or transfer these Terms or any of your rights or obligations stated herein without obtaining our prior written consent. Any assignment without our written consent shall be void and have no binding effect upon us. However, we reserve the right to assign or transfer these Terms or any of our rights or obligations under these Terms without requiring your consent or providing notice to you.

13.5. Force Majeure. We shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling your order, when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of us, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, tsunami, fire, earthquake, or explosion; (c) epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19); (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law, or actions; (f) embargoes, or blockades in effect on or after the date of these Terms; (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, interruptions of the mail or courier services or other industrial disturbances; (i) telecommunication breakdowns, power outages or shortages, internet or payment system failure, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (j) failure of any governmental or public authority to grant a necessary license or consent and (k) other similar events beyond the reasonable control of us. We shall notify you of any such inability to complete an order. If there is a delay, we will make every reasonable effort to fulfill our obligations as promptly as possible. We retain the right to distribute any remaining supply of Products among customers in a fair and reasonable manner.

13.6. United Nations Convention on Contracts for the Sale of Goods. To the extent permitted by law, these Terms explicitly exclude the application of the provisions outlined in the United Nations Convention on Contracts for the Sale of Goods.

13.7. Exporting. By accepting these Terms, you acknowledge and agree to abide by all relevant export laws, restrictions, and regulations of Canada, as well as those imposed by foreign agencies or authorities. You further agree not to export or transfer any Products or related documentation to any country that is prohibited or embargoed, or to any person or entity that is denied, blocked, or designated under Canadian or foreign laws or regulations. It is your responsibility to obtain any necessary licenses for the export, re-export, or import of Products as required by applicable laws and regulations.

EFFECTIVE: July 14, 2026

These Terms and Conditions of Sale (the “Terms”) apply to all quotations issued by Soneil International Ltd., operating as Soneil Spark (“Soneil,” “we,” “us”) and all orders for products or services that are quoted, negotiated, custom-built, made-to-order, or configured to a customer’s requirements (each a “Covered Order”), including battery energy storage systems, mobile charging units, and related equipment and services. The customer under a Covered Order is the “Buyer.”

Purchases of catalog products completed through the checkout on our website are governed by our consumer Terms and Conditions of Sale (Section 2 above), not by these Terms.

1. Application and Precedence

1.1 Each Covered Order is governed by: (a) the quotation, order confirmation, and invoice issued by Soneil (the “Order Documents”); and (b) these Terms. Together they form the entire agreement for the Covered Order and supersede all other terms, including any terms on the Buyer’s purchase order or other documents, which are expressly rejected unless accepted by Soneil in writing.

1.2 If there is a conflict, the Order Documents take precedence over these Terms. In particular, the payment terms, prices, and delivery schedule stated in the Order Documents govern.

1.3 Any provision of any other Soneil terms (including consumer terms published on our website) that provides for refundable pre-order payments or general cancellation rights does not apply to Covered Orders.

2. Quotations

2.1 Quotations are valid for the period stated on the quotation, or 30 days from the quotation date if no period is stated.

2.2 Prices exclude applicable taxes, duties, shipping, and delivery costs unless expressly stated otherwise in the Order Documents.

3. Payment

3.1 The Buyer shall pay in accordance with the payment schedule in the Order Documents.

3.2 Deposits and milestone payments on Covered Orders are non-refundable and are applied against the order price and any other amounts owing by the Buyer.

3.3 Overdue amounts bear interest at 1.5% per month (18% per annum), or the highest rate permitted by law if lower, from the due date until paid.

3.4 The Buyer shall reimburse Soneil for all costs of collection of overdue amounts, including reasonable legal fees.

4. No Cancellation; Effect of Repudiation

4.1 Covered Orders are for custom, made-to-order, or specially configured products. The Buyer may not cancel, reduce, or defer a Covered Order after Soneil’s order confirmation without Soneil’s prior written consent.

4.2 A purported cancellation, repudiation, or refusal to accept delivery by the Buyer does not terminate the Buyer’s obligations. In that event: (a) the full order price remains owing; (b) all unpaid amounts and future payment milestones become immediately due and payable; and (c) Soneil may, in its sole discretion and without obligation, resell or repurpose the products, in which case the net proceeds actually received (after costs of resale, storage, reconfiguration, and remarketing) will be credited against the Buyer’s outstanding balance.

4.3 The remedies in this Section are in addition to, and not in substitution for, any other rights or remedies available to Soneil at law or in equity.

5. Delivery, Title and Risk

5.1 Delivery dates are estimates. Soneil may make reasonable adjustments to the delivery schedule and will keep the Buyer informed.

5.2 Risk of loss passes to the Buyer on delivery.

5.3 Title to products under a Covered Order remains with Soneil until Soneil has received payment in full of all amounts owing under the Covered Order. Until title passes, the Buyer shall keep the products identifiable, insured for full replacement value, and free of liens or encumbrances. The Buyer grants Soneil a security interest in the products and their proceeds to secure payment, and Soneil may register that interest under applicable personal property security legislation.

6. Storage and Delayed Acceptance

6.1 If the Buyer delays or refuses delivery, Soneil may store the products at the Buyer’s cost and risk, and the products will be deemed delivered for the purposes of payment milestones tied to delivery.

7. Suspension

7.1 Soneil may suspend work, manufacturing, or delivery under a Covered Order if any payment is overdue or the Buyer is otherwise in material breach. The delivery schedule extends by the period of suspension, and the Buyer is responsible for reasonable costs of suspension and restart.

8. Inspection, Acceptance and Documentation

8.1 The Buyer shall inspect products promptly on delivery. Products are deemed accepted upon the earlier of: (a) commissioning sign-off; or (b) 7 days after delivery, unless the Buyer gives written notice of a material non-conformity within that period. Acceptance shall not be unreasonably withheld.

8.2 Delivery of documentation (including specifications, reports, drawings, or manuals) is not a condition of the Buyer’s payment obligations unless expressly stated in the Order Documents.

9. Commissioning and Warranty

9.1 Where commissioning by Soneil is specified in the Order Documents, Soneil will install, commission, and validate the products at the installation site, and the Buyer will provide reasonable site access and cooperation.

9.2 Products are warranted against defects in materials and workmanship for the warranty period stated in the Order Documents or the applicable Soneil product warranty documentation. If no period is stated, the warranty period is 12 months from delivery.

9.3 The warranty is conditional on: (a) commissioning by Soneil or a Soneil-authorized party where specified; and (b) operation and maintenance of the products in accordance with Soneil’s documentation. The warranty does not cover misuse, unauthorized modification, or integration with third-party equipment not approved by Soneil.

9.4 Soneil’s sole warranty obligation is, at its option, to repair or replace the defective product or component, or refund the price paid for it.

10. Limitation of Liability

10.1 Soneil is not liable for any indirect, incidental, special, or consequential damages, or for loss of profits, revenue, or business opportunity, arising out of or relating to a Covered Order.

10.2 Soneil’s total aggregate liability arising out of or relating to a Covered Order is limited to the amounts actually paid by the Buyer under that Covered Order.

10.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

11. Force Majeure

11.1 Soneil is not liable for delay or failure to perform caused by events beyond its reasonable control, including supply chain disruption, transportation delays, labour disruption, acts of government, or acts of God. The delivery schedule extends by the period of the event.

12. Governing Law and Forum

12.1 These Terms and each Covered Order are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

12.2 The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. General

13.1 The Buyer may not assign a Covered Order without Soneil’s written consent.

13.2 If any provision of these Terms is held unenforceable, the remainder continues in effect.

13.3 No waiver of any provision is effective unless in writing. A waiver on one occasion is not a waiver on any other occasion.

13.4 Amendments to these Terms apply prospectively only. The version of these Terms in effect on the date of the applicable quotation governs the Covered Order. Each version states its effective date.

13.5 Notices under a Covered Order must be in writing.