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Terms & Conditions of Sale

  1. GENERAL: The terms and conditions of sale contained herein (the “Terms and Conditions”) apply to all quotations made and all purchase orders (the “Purchase Orders”) entered into by SilverWolf Vehicles Inc. (“SilverWolf”) and the buyer named in such Purchase Order (the “Buyer”). SilverWolf’s acceptance of any Purchase Order by confirmation or commencement of performance shall be on the basis of the Terms and Conditions. The Terms and Conditions constitute the entire agreement between SilverWolf and the Buyer. No terms or conditions contained in any proposal, acknowledgement or other writing, whether or not such terms or conditions conflict with the Terms and Conditions, shall have any effect and only the Terms and Conditions shall apply, provided, however, that if the parties enter into a supply agreement, the terms of such supply agreement shall apply in the event of any conflict with the Terms and Conditions applicable to the Purchase Order. A supply agreement will take effect only upon its full execution by duly authorized representatives of the Buyer and SilverWolf.
  1. ACCEPTANCE OF ORDERS – The Buyer agrees to obtain from SilverWolf the product (the “Product”) as set forth in the Purchase Order, and or, Invoice Payment, which Product may include, without limitation, certain motor controllers, apps, software, motors, displays, and accessories. Purchase Orders from the Buyer are subject to acceptance by SilverWolf, and SilverWolf reserves the right to accept or reject any Purchase Orders in whole or in part. All Purchase Orders for Product must include:
  • The Buyer’s Purchase Order number
  • Complete bill-to and ship-to address
  • The Purchasing agent or the Buyer’s name and title
  • Contact information
  • A complete description of the Product being ordered
  • SilverWolf’s part number and quoted price and quantity.

Unless otherwise confirmed with SilverWolf in writing, Buyer agrees to pay a non-refundable deposit. Unused deposits are forfeited after two years. SilverWolf will endeavor to provide an order confirmation with projected delivery dates for Product to Buyer within 10 business days after receipt of the Purchase Order, however, such confirmation will not be provided unless the full deposit amount has been received by SilverWolf.

  1. PRICES – Prices are quoted in US$ and Ex Works (EXW), SilverWolf named place according to Incoterms 2020 unless otherwise quoted and confirmed. Prices for Rush orders requiring spot buys will be quoted separately.

Prices are subject to change in the event of an increase in SilverWolf’s costs including, but not limited to, increases in components, base metal, manufacturing, transportation, duty, brokerage and other direct costs. Normally, SilverWolf will provide the Buyer with 30 days’ written notice of any price changes, however, SilverWolf reserves the right to make price changes without notice.

  1. TAXES – Prices are exclusive of, and the Buyer shall pay, all present or future taxes, duties, tariffs, levies or fees, or other similar charges imposed on SilverWolf or on the Buyer by any taxing authority (other than taxes imposed on SilverWolf’s income) related to the Buyer’s Purchase Order. Buyers who are tax exempt must provide a valid tax exempted certificate concurrent with their Purchase Order.
  1. TITLE AND TRANSPORTATION – SilverWolf will inform Buyer when Product will be delivered to SilverWolf’s named place. Title passes to the Buyer when Buyer pickups the Product from SilverWolf’s named place. Buyer bears all risks and costs after title transfer. SilverWolf has no obligation to load the Product or clear Product for export. All risks of damage, loss or destruction of the Product shall pass with title to the Product. 
  1. DELIVERY & RESCHEDULE PRIVLEDGES –
  2. a) Delivery dates are approximate and are based on prompt receipt from the Buyer of all necessary information. SilverWolf reserves the right to make partial shipments. SilverWolf will not pay for any penalty or damage, whether liquidated or otherwise, for late delivery. Freight charges are the responsibility of the Buyer, unless otherwise agreed to in writing. SilverWolf reserves the right to charge Buyer a penalty if Product is not picked up within five (5) days of confirmed delivery date.
  3. b) Buyer can reschedule the confirmed date on the Purchase Order out to a maximum of two (2) weeks.
  1. LEAD TIMES – The Buyer shall endeavour to provide SilverWolf with a twelve (12) month rolling demand forecast for released Product. Firm Purchase Orders for released Product are required a minimum of seventeen (17) weeks prior to the requested delivery date. Product delivery lead times will vary due to a number of factors including manufacturing capacity, physical stock availability and location, component availability and the accuracy of the Buyer’s Product demand forecast provided to SilverWolf. SilverWolf will confirm current lead times with the order confirmation.
  1. COLLECTION OF GOODS AND LIMITS OF INVENTORY HELD – The Buyer must collect all SilverWolf goods when the goods are ready for collection. Failure from the Buyer to collect goods within two (2) weeks gives SilverWolf the right to invoice the Buyer. SilverWolf reserves the right to apply the order deposit against any losses or liquidation damages suffered by SilverWolf as a result as non-COLLECTION OF GOODS.
  1. PAYMENT AND TERMS – (a) All invoices are payable before shipping and without deduction in USD unless otherwise agreed and confirmed in writing in SilverWolf’s quote. A monthly service charge of 2% may be added to all accounts not paid by due date. Full payment, cleared in SilverWolf’s bank account, is required prior to Product being released for delivery to Buyer.

(b) Payment terms as stated in Section 2 are thirty (30) percent down with the issuance of the Purchase Order, and balance fully due when the product is ready for shipment.

  1. INTELLECTUAL PROPERTY –

(a) The performance by SilverWolf of its obligations hereunder shall not confer, convey or license, to the Buyer, any designs, patent rights, copyrights, trademarks, trade names, know-how, software or algorithms.

Any intellectual property therein or relating thereto, the specifications, data, trade secrets or other intellectual property rights which are protected by domestic and international laws and regulations (collectively, the “Intellectual Property”) in, incidental to the provision of, used with, or generated or collected from, the Products or Services, or any modifications, enhancements, changes or new proprietary information that is developed in relation to, or generated from, the Products or Services (the “Improvements”), and the Buyer acknowledges SilverWolf’s exclusive rights thereto.

All rights to the Products, Services, Intellectual Property and any Improvements are owned by SilverWolf, its affiliates or licensors, and SilverWolf, its affiliates and licensors (as applicable) retain all rights in and to the Products, Services, Intellectual Property and all Improvements. Any rights not expressly granted in the Terms and Conditions are expressly reserved by SilverWolf.

(b) To the extent any Intellectual Property or Improvements do not immediately vest in SilverWolf, the Buyer hereby assigns all right, title and interest in and to such Intellectual Property and Improvements to SilverWolf. The Buyer covenants and agrees to do all such other things and to execute, or have executed, without further consideration, such documents as may be required for assigning, transferring, conveying and securing to SilverWolf the exclusive right, title, property, benefit and interest in and to the Intellectual Property in the Products, Services and all Improvements.

(c) Except as explicitly stated herein, the Buyer is prohibited from using SilverWolf’s Intellectual Property for any purpose, other than as expressly permitted by SilverWolf in writing. The Buyer shall maintain confidentiality with respect to SilverWolf’s Intellectual Property, and shall not use it for its own, or any third party’s purposes.

  1. LIMITED WARRANTY – SilverWolf warrants only released Product. SilverWolf warrants that released Product sold by it to be free from defects in materials and workmanship and to meet SilverWolf’s published specification for the Product or, in the case of Buyer-specific Product, the specifications agreed upon with Buyer, at the time of shipment, assuming the Product was under proper use and storage, for a period of Twenty-four (24) months from the date of the original delivery, subject to exclusions below. SilverWolf does not warrant that its Products will be fit for the Buyer’s purpose. Further SilverWolf does not warrant that either the default or custom parameter settings provided by SilverWolf will be fit for the Buyer’s purpose. In addition, Buyer is responsible for ensuring that any custom parameter settings requested to be loaded onto the Product by SilverWolf or loaded by the Buyer or other party after delivery are suitable for the intended purpose.

The foregoing warranties and remedies are exclusive and SilverWolf shall have no further or additional obligation with respect to any Product sold to the Buyer. Except as expressly provided in the Terms and Conditions, SilverWolf excludes all express or implied warranties, conditions and obligations of SilverWolf, whether statutory or otherwise, concerning the quality of the Product, its fitness for any purpose, non-infringement and any warranties arising from a course of dealing or usage of trade.

SilverWolf warranties replacement or repaired released Product, supplied by SilverWolf or an SilverWolf authorized representative, for a period of three (3) months from the date of delivery of the replaced or repaired released Product.

For further clarity, SilverWolf does not provide any warranty on pre-released Product or Buyer-specified connectors/harnesses sold in conjunction with its Products. Pre-released product may include but is not limited to prototypes, engineering samples or product provided under limited availability. Buyer acknowledges that pre-released Product is still under development, may not be fully tested or qualified, may not be fully functional, may contain error or bugs, lacks regulatory approvals and may be delinquent in other areas. Buyer acknowledges that SilverWolf has no obligation at a minimum to further develop any pre-released Product, to maintain features, functionality, design or dimensions, to commercialize and release at any time in the future, to provide error free versions or to provide versions compliant with regulatory approval for any pre-released Product. Buyer further acknowledges that SilverWolf has the right to stop providing pre-released Products at any time without notice at SilverWolf’s sole discretion.

  1. WARRANTY LIMITATIONS – SilverWolf’s entire liability and obligation to the Buyer under Section 11 shall be expressly limited to the unit replacement or repair cost, as SilverWolf may determine at its sole discretion, of any defective or non-conforming released Product for which the Buyer has first given written notice to SilverWolf of such defect or non-conformity. SilverWolf will not be liable for any consequential damages. The limited warranty under Section 14 does not apply in the case of: (a) non-conformities, defects or errors in any Products due to accident, abuse, misuse or negligent use of the Products, use of the Products in a manner other than as intended by SilverWolf, use of the Products in environmental conditions not conforming to SilverWolf’s instructions or conditions not typical to the Product and intended field of use, or failure to follow typical operating procedures with respect to the Products and intended field of use; (b) defects, errors or non-conformities in any Products due to normal wear and tear; (c) damage to any Products caused by force of nature or act of any third party; or (d) any third party products or products that are otherwise not considered by SilverWolf to be SilverWolf’s standard Products, including, without limitation, any custom algorithms or software within the Products, which SilverWolf may supply from time to time to the Buyer, or which Buyer may source from a third party.
  1. RETURN POLICY – The Buyer must obtain a Return Material Authorization (“RMA”) number from SilverWolf prior to shipping any in warranty Product back to an SilverWolf designated location. If SilverWolf approves return of Product which has no fault, then a 20% restocking fee will apply. All in-warranty Returns are to be shipped to the SilverWolf designated location by the Buyer according to SilverWolf’s instructions and at SilverWolf’s expense. The Buyer will be levied a per unit test charge based on SilverWolf’s current hourly RMA rate as well as an inbound shipping charge for all in-warranty Products returned and found to be functional and no fault found by SilverWolf. The Buyer will not receive a credit on such Product. SilverWolf will, at its sole discretion, either: (i) replace or repair the in-warranty Products found to be faulty and ship back to Buyer within 15 business days after receipt at the SilverWolf designated location ; or (ii) provide a credit to the Buyer’s account at the price of the Product. If, in the sole opinion of SilverWolf, the in-warranty Product has been dismantled, altered or repaired by any individual or entity other than SilverWolf or its authorized representative, or has been damaged in any manner by the Buyer, the warranty claim will be denied and the shipping cost will be invoiced to the Buyer.

Return Address: Accelerated Systems Inc. 60 Northland Road, Unit 6, Waterloo, ON Canada N2V 2B8 Attention: RMA Department

  1. LIMITATION OF LIABILITY – SilverWolf’s total liability, if any, for any damages suffered by the Buyer, or any other party claiming on behalf of or through the Buyer, or any other third party, whether in contract, tort, warranty, or otherwise, shall be limited to direct money damages actually incurred, and shall not exceed the amount of money paid to SilverWolf by the Buyer for the Product giving rise to such claim. SilverWolf shall not be liable for and the Buyer shall indemnify, defend, and hold SilverWolf harmless from any claims based on SilverWolf’s compliance with the designs, specifications or instructions, or modifications made of any Products by parties other than SilverWolf, or the use of SilverWolf’s Products in combination with other items in a sub-system or system. Buyer acknowledges that SilverWolf Product could act as a single point of failure and Buyer warrants that SilverWolf has no liability or obligation for system failure analysis or system testing under normal operation or failure mode operation of the sub-systems or end user product. Buyer future acknowledges that SilverWolf has not duty to warrant the fitness of the Product or Service, whether released or pre-released for the sub-system or end user product. Under no circumstances shall SilverWolf be liable for any alleged, indirect, special, incidental, exemplary, punitive, or consequential damages suffered by the Buyer, by any party claiming on behalf of or through the Buyer, or by any other party resulting from or arising out of the purchase of Products and Services from SilverWolf, including loss of business or profits, business interruption or damage or destruction of data, even if SilverWolf has been previously advised of the possibility of such damages. No action, regardless of form or basis arising out of the transactions hereunder may be brought by the Buyer after one (1) year following the time in which the Buyer knew or should have known the occurrence of the event(s) which gave rise to such action. SilverWolf hereby disclaims any duty to indemnify the Buyer, any party claiming on behalf of or through the Buyer, or any other party.
  1. FORCE MAJEURE – SilverWolf shall not be liable for any failure or delay in manufacture or delivery resulting from any cause beyond the reasonable control of SilverWolf, including by way of illustration and not by way of limitation, compliance by SilverWolf with any government or military regulation, or from acts of God, fires, floods, elements of nature, earth quakes, pandemics, epidemics, extraterrestrial events, rebellions, revolutions or other casualty or accident, strikes, lockouts, factory shutdowns, or alterations, embargoes, riots or other disorders, delays or shortages in transportation, or inability to obtain sufficient quantity of fuel, power, labor, manufacturing facilities of materials or other supplies from the usual sources of SilverWolf.
  1. PURCHASE ORDER TERM AND TERMINATION – The Terms and Conditions will remain in effect until terminated or the Product as set out in the Purchase Order is delivered and the warranty obligations fulfilled (the “Term”). The Buyer acknowledges that SilverWolf will purchase in advance the materials and supplies to fulfill each Buyer’s Purchase Order. Buyer acknowledges that Purchase Orders are not cancellable by Buyer. If SilverWolf wishes to terminate the Purchase Order as a result of the Buyer’s breach of any of the Terms and Conditions, including, without limitation, by non-payment of any amounts due to SilverWolf hereunder, the Buyer agrees to pay to SilverWolf a cancellation charge equal to the value of materials and supplies purchased and work performed on the cancelled Purchase Order at the time of cancellation (the “Cancellation Fee”). Any Cancelled Purchase order, that results in the abandonment of finished goods, or components that are orphaned, SilverWolf reserves the right to sell to any and all customers and shall apply the deposit against any losses.
  1. END OF LIFE – SilverWolf may at SilverWolf’s sole discretion discontinue a released Product at any time. SilverWolf will endeavour to provide Buyer with written notice six (6) months prior to the anticipated final availability date of the released Product. SilverWolf will accept Purchase Orders for released Product for a period of two (2) months after such notice however SilverWolf reserves the right to reduce the quantity of released Product available to each Buyer if demand exceeds SilverWolf’s ability to provide such released Product. Each Buyer of custom product is responsible for any excess custom inventory related to their custom Product, once the custom Product has been discontinued; or obsolescence resulting from design changes requested by the Buyer.
  1. AMENDMENT – No change, modifications or amendments to the Purchase Order shall be valid unless agreed to in writing and signed by a duly authorized representative of SilverWolf or acknowledged by way of issuance of a revised order verification by SilverWolf.
  1. NO WAIVER – No failure or delay by SilverWolf to exercise any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.
  1. PARTIAL INVALIDITY – If, in any instance, any provision of the Terms and Conditions shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms.
  1. ADDITIONAL TERMS – The Terms and Conditions shall be governed by and be interpreted in accordance with the laws of Ontario, Canada, without giving effect to the choice of law provisions thereof. The Buyer and SilverWolf agree to submit to the personal jurisdiction of the provincial and federal courts of the Province of Ontario with respect to conflicts that arise under the Terms and Conditions.
  1. LANGUAGE – The parties hereby acknowledge that they have required the Terms and Conditions and any and all schedules to be drawn up in the English language.
  1. APPLICATION – The Buyer acknowledges that the Terms and Conditions will apply to all Purchase Orders for Product entered into between the Buyer and SilverWolf, provided that, if the parties have entered into a supply agreement, the supply agreement will prevail in the event of any conflict between the supply agreement and the Terms and Conditions.
  1. RESERVATION – SilverWolf shall not be obligated to fulfill the terms and conditions if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.
  1. NEWS, PUBLICITY, ADVERTISING RELEASES & TRADEMARKS -No news release or any other publicity in any way relating to Buyer or SilverWolf concerning the terms & conditions, products or other business arrangements between SilverWolf & Buyer shall be made by either party. This includes all media outlets such as newspaper, television, mass email, radio announcements, billboards, trade magazines, marketing literature, brochures, etc. as well as both parties’ websites.

Either party must seek written approval from the other party if they want to have a press release, announcement, or other references relative to business transactions between both parties be disclosed in the public domain. 

Each Party hereby agrees that neither it nor any of its Affiliates shall use the name, logo, or any other trademarks of any other Party. Each Party agrees that it may use its own trademarks for any purpose without obligation to the other Party without written authorization. Nothing herein shall grant the Buyer any right, title, or interest in SilverWolf’s Trademarks.  At no time shall the Buyer challenge or assist others in challenging SilverWolf’s Trademarks or registration thereof or attempt to register any trademarks, service marks, or trade name confusing similar to those of SilverWolf.