CanEV
Terms and Conditions of Sale

Last updated: December 10, 2025

These Terms and Conditions of Sale (“Terms”) govern all quotations, order confirmations,

and sales of products and services by Canadian Electric Vehicles Ltd. (“CanEV”, “we”,

“us”, “our”) to business, institutional, and government customers (each, a “Customer”,

“you”).

These Terms are intended for B2B transactions only and do not apply to consumer

purchases for personal or household use.

By placing an order with CanEV, you agree to these Terms.

1. Scope and Priority

1.1 These Terms apply to all sales of vehicles, kits, components, parts, and services

(collectively, the “Products”), unless we have a separate written agreement signed by

both parties that expressly overrides these Terms.

1.2 Your purchase order, standard terms, or other documents do not apply unless

explicitly accepted by us in writing. In case of conflict, these Terms take precedence

over any Customer terms or conditions.

2. Quotations, Orders, and Acceptance

2.1 Our quotations are invitations to treat and not binding offers. Unless otherwise stated,

quotations are valid for 30 days from the date issued.

2.2 Your order (including electronic orders submitted via our website or by email) is an

offer to purchase under these Terms.

2.3 A binding contract is formed only when we issue a written order confirmation or begin

fulfilling the order, whichever occurs first.

2.4 We reserve the right to decline any order in whole or in part, including where we

identify technical, pricing, or availability issues.

3. Prices, Taxes, and Duties

3.1 Prices are stated in Canadian dollars (CAD) unless otherwise specified.

3.2 Prices exclude applicable sales taxes, duties, customs, brokerage fees, import charges,

and other government-imposed charges, all of which are your responsibility.

3.3 We may correct obvious errors in pricing or descriptions. If a correction materially

changes your order, you may cancel the affected portion prior to shipment.

4. Payment Terms

4.1 Unless otherwise agreed in writing:

Website and online store orders are payable in full at checkout by credit card, debit, or
approved electronic payment.
For approved commercial accounts, payment terms will be specified in the quotation or order
confirmation.

4.2 If you fail to pay any amount when due, we may, without prejudice to any other remedies:

Charge interest on overdue amounts at 1.5% per month (18% per year), or the maximum
rate permitted by law, whichever is lower.
Suspend or cancel any current or future deliveries.
Revoke any previously granted credit terms.

4.3 You may not withhold payment or set off any amount against our invoices without our prior

written consent.

5. Delivery, Shipping, and Risk of Loss

5.1 Unless otherwise stated in the quotation or order confirmation, Products are sold EXW

CanEV facility, Parksville, British Columbia, Canada (Incoterms® 2020).

5.2 When we arrange shipping on your behalf:

We do so as your agent.
Risk of loss or damage passes to you upon handover to the carrier at our facility.
Shipping dates are estimates only and are not guaranteed. We are not liable for delays
beyond our reasonable control.

5.3 You are responsible for:

Selecting appropriate shipping insurance, if desired.
All customs, duties, brokerage fees, and import-related charges.
Providing accurate delivery details and accepting delivery when the carrier attempts it.

6. Title and Security

6.1 Title (ownership) to the Products remains with CanEV until we receive full payment of all

amounts due in respect of the Products, including applicable taxes, fees, and charges.

6.2 Until full payment is received, you shall:

Hold the Products in a manner that reasonably protects them against loss or damage.
Not sell, pledge, or otherwise encumber the Products outside of your ordinary course of
business without our written consent.

6.3 If you default on payment or become insolvent, we may, to the extent permitted by

applicable law, reclaim the Products and/or register a security interest in the Products and

related proceeds.

7. Inspection and Acceptance

7.1 You must inspect the Products promptly upon delivery.

7.2 Any apparent shipping damage, shortages, or visible defects must be reported to us

within 7 calendar days of delivery, including photographs and relevant documentation.

7.3 Any other non-conformities that could not reasonably be discovered upon delivery must

be reported within 14 calendar days of delivery.

7.4 If you do not notify us within these timeframes, the Products will be deemed accepted and

in conformity with the contract, except for latent defects covered under Section8 (Warranty).

8. Warranties

Note: This section sets the baseline commercial warranty. Product-specific or project-specific

warranty terms in a quotation or contract will override these general terms where they differ.

8.1 New Products

Unless otherwise specified in a written warranty statement, for new CanEV-manufactured

Products we warrant that, under normal use and service, the Products will be free from defects

in material and workmanship for a period of 12 months from the date of delivery.

8.2 Used or Refurbished Products

Used or refurbished Products are sold “as is” unless we provide a written, limited warranty in

the applicable quotation or invoice. Any such warranty will be strictly limited to the terms

expressly

stated in that document.

8.3 Exclusions

The warranty does not cover defects or damage resulting from:

Improper installation, integration, or commissioning.
Use outside specified operating conditions or intended application.
Modifications, repairs, or alterations not authorized in writing by CanEV.
Accidents, abuse, negligence, or inadequate maintenance.
Normal wear and tear of consumable parts.

8.4 Warranty Claims and Remedies

(a) You must notify us in writing of a suspected defect as soon as reasonably possible after

discovery and within the applicable warranty period.

(b) At our option, we may require you to return the Product, or specific components, for

inspection and testing.

choice:

Repair of the Product.
Replacement of the Product or defective component; or
Refund of the purchase price for the defective Product or component (less reasonable usage
value, if applicable).

8.5 The repaired or replacement Product will be covered for the remainder of the original

warranty period or 90 days, whichever is longer.

8.6 Except as expressly set out in these Terms or in a written warranty statement, all other

warranties and conditions, whether express, implied, statutory, or otherwise (including warranties

of merchantability and fitness for a particular purpose), are excluded to the fullest extent

permitted by law.

9. Technical Support and Consulting Fees

9.1 Included Technical Assistance

(a) For each CanEV completed product, including Might-E Truck and Might-E Tug, we provide up

to 3 hours of remote troubleshooting and technical assistance (“Included Support”) related to

commissioning, configuration, and early operation issues.

(b) For each custom CanPOWER conversion kit/system, we provide up to 3 hours of remote

technical assistance (“Included Support”) to support installation, integration, and commissioning.

9.2 Scope of Included Support

Included Support may be provided by phone, email, video call, or other remote means and

typically covers:

Basic configuration and setup;
Guidance on installation best practices;
Troubleshooting error codes and performance issues;
Clarifying documentation and wiring diagrams.

On-site visits, detailed engineering redesign, or vehicle-level certification services are not

included unless specifically agreed in writing.

9.3 Consulting Fees After Included Support

Once the Included Support hours for the relevant Product are used, further engineering and

technical consulting will be charged at a rate of $150 CAD per hour, purchased in advance in time

allotments of:

2 hours
4 hours
8 hours

9.4 Consulting Packages

(a) Pre-purchased consulting time is tracked by CanEV and may be used for any combination of:

Advanced diagnostics and troubleshooting;
Custom integration advice;
System design reviews or modification guidance;
Participation in technical coordination calls with your team or third-party integrators.

(b) Consulting time is deducted in minimum increments of 15 minutes.

9.5 Responsibility and Use of Advice

Technical advice and consulting are provided for guidance only based on the information you

supply. You remain responsible for:

The final system design and integration into your vehicles or equipment;
Compliance with applicable laws, regulations, and standards in your jurisdiction;
Ensuring that any modifications or installations do not compromise safety.

10. Returns and Cancellations (B2B)

10.1 Orders for custom, configured, or built-to-order Products (including conversion kits, custom

battery systems, and project-specific components) are non-cancellable and non-returnable,

except where we agree in writing or where required by law.

10.2 Standard, stock Products may be considered for return only with our prior written

authorization and an issued Return Material Authorization (RMA) number. Returns without an

RMA may be refused.

10.3 Returned Products must be:

Unused, in resalable condition, and in original packaging; and
Shipped freight-prepaid by you to the address specified in the RMA.

10.4 We may charge a restocking fee of up to 20% of the original product price for accepted

returns of standard items.

11. Limitation of Liability

11.1 To the fullest extent permitted by law, our total aggregate liability for any and all claims arising

out of or relating to a sale of Products or these Terms, whether in contract, tort (including

negligence), or otherwise, is limited to the amount you actually paid to CanEV for the specific

Product or service giving rise to the claim.

11.2 To the fullest extent permitted by law, we are not liable for:

Loss of profit, revenue, or business;
Loss of use or downtime;
Loss of data or loss of opportunity;
Any indirect, incidental, consequential, or punitive damages.

11.3 You agree that these limitations are a fundamental part of the bargain between us and that

we would not be able to provide the Products at the agreed prices without them.

12. Force Majeure

12.1 We are not responsible for any failure or delay in performance caused by events beyond our

reasonable control, including but not limited to: acts of God, natural disasters, pandemics, wars,

terrorism, labour disputes, supply chain disruptions, transportation issues, or governmental

actions.

12.2 In such cases, we may suspend performance for the duration of the event or, where

performance becomes impracticable, cancel the affected portion of the order without liability.

13. Intellectual Property and Confidentiality

13.1 All intellectual property rights in our designs, software, documentation, and know-how

remain the exclusive property of CanEV or its licensors. No rights are granted to you except as

necessary to use the Products in the ordinary course of your business.

13.2 Any technical data, drawings, or confidential information disclosed by either party must be

treated as confidential and used only for the purposes of the project or order for which they

were provided.

14. Governing Law and Dispute Resolution

14.1 These Terms and any disputes arising out of or relating to them or any sale of Products shall

be governed by the laws of the Province of British Columbia, Canada, and the federal laws of

Canada applicable therein, without regard to conflict-of-law rules.

14.2 The parties submit to the exclusive jurisdiction of the courts of British Columbia, sitting in or

nearest to Parksville, BC, for the resolution of any such disputes.

15. General

15.1 If any provision of these Terms is held to be invalid or unenforceable, the remaining

provisions will remain in full force and effect.

15.2 We may update these Terms from time to time. The version in effect at the time of your order

will apply to that order.

15.3 You may not assign or transfer your rights or obligations under these Terms without our prior

written consent. We may assign our rights and obligations to an affiliate or successor in connection

with a business transfer.

CanEV Terms and Conditions of Sale

CanEV
Terms and Conditions of Sale