Terms and conditions

This document was last updated October 1, 2023

General

These Terms and Conditions (the “Terms”) shall apply to sales of any goods and/or services (collectively, the “Goods”) by Visual Verification Systems Inc. (the “Seller”) to you (the “Buyer”) to the exclusion of all other terms and conditions referred to, offered, or relied on by the Buyer, whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged and agreed to in advance by the Seller in writing.

Any variation to these Terms (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed to in writing by the Seller.

Price and payment

The price shall be the recommended retail price, unless otherwise agreed to in writing between the parties (the “Price”). The Price is exclusive of applicable taxes or any other applicable costs.

Credit terms may be offered to the Buyer, subject to satisfactory credit vetting of the Buyer by the Seller.

Any offer of credit will be at the sole discretion of the Seller.

Where credit is offered, payment of the Price, applicable taxes, and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing (the “Credit Date”). In cases where credit is not offered, payment of the Price will be required before release or provision of any Goods by the Seller (the “Non-Credit Date”, the Credit Date or the Non-Credit Date, as the case may be, the “Payment Date”).

The Seller shall be entitled to charge interest on overdue invoices from the Payment Date until the date payment is received by the Buyer, at an annual interest rate of 24%, compounded monthly.

If payment of the Price or any part thereof is not made by the Payment Date, the Seller shall be entitled to:

• Require payment in advance of delivery in relation to any Goods not previously delivered;
• Refuse to make delivery of any undelivered Goods without incurring any liability whatsoever to the Buyer or any other party for non-delivery or any delay in delivery; and
• Report payments not made by the Payment Date to a Canadian credit bureau, including any combination of Equifax Canada and TransUnion Canada.

Description

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract for the provision of Goods by the Seller.

Sample

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and that the Goods received may differ slightly as a result of the manufacturing process.

Delivery

Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to, the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage and any such associated expense must be paid by the Buyer prior to delivery of the Goods.

Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or refund if appropriate in the circumstances as determined by the Seller in its sole discretion, whose decision shall be final and binding.

Risk

Risk in the Goods shall pass to the Buyer upon receipt of the Goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

Title

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods, including any amounts owed pursuant to these Terms.

On passing of the title in the Goods to the Buyer, the Seller shall assign to the Buyer any assignable rights the Seller may have under any warranty extended by a third party covering the subject Goods sold by the Seller. Materials or Goods manufactured by others and resold by the Seller do not carry any additional warranty by the Seller.

Return of unused goods

Subject to applicable laws, all Goods are sold on a firm sale basis. The Seller will not accept return of, and shall not refund the Buyer for, any purchased Goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.

Any returns must be authorized in writing by a representative of the Seller before any credit will be given. Any such return or credit given shall be authorized by a representative of the Seller at the Seller’s sole discretion, whose discretion shall be final and binding.

Where the Seller agrees to accept the return of Goods that are not damaged, the Buyer will be responsible for the cost of carriage and will ensure that the returned Goods are carefully packaged to avoid any damage in transit, and the Buyer remains liable for the returned Goods until such a time as they are accepted by the Seller. The Seller will not be obliged to accept any Goods that are damaged in any way. The Seller will only accept returns that appear in the Seller’s current sales record.

Credit of amounts due or paid will only be given for Goods that are in saleable condition, as determined by the Seller in its sole discretion, whose discretion shall be final and binding.

Limitation of liability

The Seller shall not be liable for any loss or damage suffered by the Buyer in excess of the total Price paid by the Buyer to the Seller for Goods.

In no event shall the Seller or its affiliates, employees, agents, or suppliers be liable for any special, incidental, indirect, punitive, reliance, cover or consequential damages whatsoever (including but not limited to, damages for: loss of profits; loss of savings; loss of confidential or other information; business interruption; personal injury; loss of privacy; loss or damage of or to property, systems, records, or data; failure to meet any duty including of good faith or of reasonable care; negligence; and any other pecuniary or other loss whatsoever) incurred or suffered by the Buyer or any other person arising out of or in any way related to the use of or inability to use the Goods provided, the provision of or failure to provide support services with respect to the Goods, third party claims, liabilities related to an individual’s privacy right, or otherwise under or in connection with any provision of the Goods, even in the event of the fault, tort (including negligence), strict liability, breach of warranty of the Seller or its affiliates, employees, agents, or suppliers, even if the Seller or its affiliates, employees, agents, or suppliers have been advised of the possibility of such damages. The Buyer is solely responsible and liable for verifying the security, accuracy and adequacy of any Goods, and for any reliance thereon.

To the greatest extent permissible by law, the Goods are provided on an “As Is” basis without a warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non- infringement. The entire risk as to the quality and performance of the Goods is borne by the Buyer. Should the Goods prove ineffective, the Buyer and not the Seller assumes the entire cost of service and/or repair, as the case may be.

Intellectual property rights

All intellectual property rights, including, without limitation, moral rights, produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

Force majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations hereunder if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, disease, pandemic, epidemic, lock outs, accidents, war, fire, governmental acts and/or regulations, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations without any additional compensation to the Buyer for any such extension. If the delay persists for such time as the Seller considers unreasonable in its sole discretion, it may, without liability on its part, terminate the contract without penalty.

Relationships of parties

Nothing contained in these Terms shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms shall be deemed to construe either of the parties as the agent, employee, or employer of the other.

Assignment and sub-contracting

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

Waiver

The failure by the Seller to enforce at any time or for any period any one or more of the Terms herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms of this Agreement and no waiver of any right by the Seller shall be effective except where expressly stated in writing and only to the extent stated therein.

Severability

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms had been agreed with the invalid, illegal or unenforceable provision eliminated.

Disputes and applicable laws

This Agreement shall be governed by and construed in accordance with the laws of British Colombia and the laws of Canada applicable therein.

Any dispute or controversy occurring between the parties hereto relating to the interpretation or implementation of any of the provisions of these Terms shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator appointed by agreement between the parties, or, in default of agreement, such arbitrator shall be appointed in accordance with the provisions of the Arbitration Act or any re-enactment or amendment thereof. Any arbitration shall be held in the City of Vancouver. The procedure to be followed shall be agreed by the parties or, in default of agreement, determined by the arbitrator. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom.