1. Acceptance

Seller’s acceptance of Buyer’s purchase order is expressly made conditional on Buyer’s acceptance of the following terms and conditions of sale, which are in lieu of any additional or different terms contained in Buyer’s purchase order or other document or communication pertaining to Buyer’s order or the goods. Buyer’s assent to the terms and conditions contained in this document shall be conclusively presumed from Buyer’s acceptance of all or any part of the goods or from payment by Buyer for all or any part of the goods. None of these terms and conditions may be added to, modified, superseded or otherwise altered, except by a written instrument signed by an authorized executive of Seller. Failure of Seller to object to any terms or conditions which may be contained in any document or form of Buyer shall not be construed as a waiver of these conditions, nor as an acceptance of any such terms and conditions.

If Buyer and Seller have entered into a valid and fully executed Master Service Agreement ("MSA"), the terms and conditions of such MSA shall take precedence over any conflicting provisions in these Terms and Conditions of Sale. In the event of any inconsistency or conflict between the MSA and these Terms, the MSA shall govern, but only with respect to the subject matter and scope defined in the MSA.

No oral statements, emails, or informal communications by Iris Dynamics Ltd. personnel shall modify the terms of this agreement or grant the Buyer any rights, title, or interest in Iris Dynamics Ltd. intellectual property, custom development, or proprietary materials. Only written agreements signed by an authorized executive of Iris Dynamics Ltd. may create or alter such rights.

In the event of conflict between these Terms and any other document issued by Buyer, these Terms shall govern unless expressly overridden in a written agreement signed by an authorized executive of Iris Dynamics Ltd.


2. Payment Terms

Payment terms are as described above. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If customer fails to make payment when due, Iris Dynamics Ltd. May pursue any legal or equitable remedies, in which event Iris Dynamics, Ltd. will be entitled to reimbursement of costs for collection and reasonable attorney’s fees. There is a $25 USD service charge on all returned cheques.

3. Taxes

The quoted purchase price may be increased to the extent that Seller’s cost of the product sold hereunder may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, provincial or municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies or taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods covered hereby, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.

4. Warranty

The Seller warrants, to the Buyer, that its products are free from defects in materials and workmanship FOR A PERIOD OF 2 YEARS FROM THE DATE OF DELIVERY. The Seller will, at its option, either repair or replace any part of its products that prove defective by reason of improper workmanship or materials. Repaired parts or replacement products will be provided by the Seller and will be either new or refurbished to be functionally equivalent to new. This warranty does not cover damage resulting from accident, unreasonable use, neglect, alterations, improper servicing, improper installation, connections with peripherals or other causes not arising out of defects in materials or workmanship. Any service or repair provided outside the scope of this limited warranty shall be at the Sellers rates and terms in effect.

5. Warranty Restrictions

Buyer expressly understands and agrees that:

  • Buyer's use of the goods is at its sole risk.
  • The goods and associated materials are provided on an “as is” and “as available” basis.
  • Except as expressly stated in these terms, Seller and its affiliates disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
  • Seller does not warrant that:
    • The goods will meet Buyer’s requirements;
    • The quality of any goods or services will meet Buyer’s expectations;
    • There are no bugs, errors, or inaccuracies in the goods;
    • There will be no disputes arising from the use of the goods; or
    • The goods will be free from third-party interference.
Seller’s liability is limited to the amount paid by Buyer for goods within the six (6) months preceding the claim. In no event shall Seller be liable for indirect, incidental, or consequential damages. Some jurisdictions do not allow certain warranty disclaimers or limitations of liability; in those cases, those parts may not apply.

6. Claims

Claims by Buyer for shortages or errors in delivery must be made within fifteen (15) days after the delivery of the Goods. Goods are sold subject to the standard manufacturing practices of Seller’s suppliers.

7. Returns

No Goods shall be returned for credit without first obtaining written consent from an executive officer of Seller.

8. Shipment

Delivery terms are either F.O.B. Seller’s plant, Victoria, British Columbia Canada, or C.F. as specified on the reverse side of this document. In either case, Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the goods described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of Seller.

9. Confidential Information

9.1

The Parties acknowledge and agree that during the term of this Agreement, Seller information has been or may be made available to Buyer, which may include, without limitation, financial information of the Seller, information regarding the Seller’s pricing and materials, the Seller’s computer programs, confidential website and other internet information, and other trade secrets and proprietary information including, without limitation, information relating in any way to any products, services, methods, computer/software or any other similar or related matters or items developed, enhanced or modified by the Seller, to include both hardware and software (collectively, the “Confidential Information”).

9.2

Buyer agrees that the Confidential Information a) is the sole and exclusive property of the Seller (and Buyer shall execute and deliver, at any time, such documents as the Seller shall request in order to confirm the same); b) is absolutely confidential to the Seller; and d) Seller may not disseminate or disclose or otherwise publish Confidential Information to others or use outside of the Seller in any manner whatsoever. During the Agreement term, and in the event of the termination of this Agreement, whether voluntary or involuntary, Buyer agrees not to use, disclose, transfer or exploit the Confidential Information at any time and in any manner whatsoever. Buyer further agrees to immediately return all Seller property and documents upon the termination of this Agreement including, without limitation, all such Confidential Information.

9.3

Notwithstanding anything contained in this Agreement to the contrary, if Buyer is requested or required (by oral questions or request for information or documents in court or administrative proceedings, interrogatories, subpoena, civil investigation, demand or similar court or administrative agency process) to disclose any Confidential Information, Buyer will promptly notify the Seller of such request or requirement prior to any disclosure of the Confidential Information so that Seller may seek an appropriate protective order and/or consider the possible waiver of Buyer’s compliance with this Agreement.

9.4

Buyer hereby acknowledges and agrees that the Seller’s remedy at law for any breach of any of Buyer’s obligations under this section would be inadequate, and Buyer agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision of this section, without the necessity of proof of actual damages, it being acknowledged by Buyer that any such breach would cause irreparable injury to the Seller.

10. Intellectual Property and Confidentiality

Both parties’ proprietary knowledge and intellectual property are critical ingredients to the performance of this agreement. It is understood that both companies retain all intellectual property rights, title and interests in and to their respective software and hardware at the initiation of this contract. Iris Dynamics Ltd. retains all rights title and interests with respect to its proprietary actuator designs and software. Any intellectual property developed by Iris Dynamics Ltd. as a result of this agreement shall remain the property of Iris Dynamics Ltd. The parties acknowledge that the mutual Non-Disclosure Agreement entered into and signed by both parties govern this agreement and such terms are incorporated by reference. If Buyer provides feedback or suggestions regarding Seller’s products or services, Seller may use that input without restriction.

11. Custom Development and Modifications

Unless otherwise agreed in a separate written agreement signed by both parties, any and all custom development work provided by Iris Dynamics Ltd., including but not limited to software, firmware, hardware, mechanical design, documentation, or other technical modifications, shall remain the sole and exclusive property of Iris Dynamics Ltd. This applies regardless of whether such work is described as “NRE,” “custom work,” “modifications,” or similar terms in any invoice, quote, or communication. Buyer specifications, contributions, or input shall not confer any rights in the resulting deliverables.

Such development work may be performed at the Buyer’s request or initiated by Iris Dynamics Ltd. to improve, customize, or adapt the product’s performance or functionality. The Buyer shall acquire no ownership, co-authorship, exclusivity, or reuse rights in any such developments. Use is limited to the physical products or deliverables provided under this agreement. The Buyer shall not reproduce, sublicense, distribute, or otherwise make derivative use of any such developments outside of those deliverables.

This clause applies even if the Buyer pays for or reimburses the cost of development. Any rights beyond those expressly described in this agreement must be granted through a separate written agreement signed by an authorized executive of Iris Dynamics Ltd.


12. License & Reverse Engineering

Iris Dynamics Ltd.’s proprietary magnetic force feedback software and technology are the sole property of Iris Dynamics Ltd. Iris Dynamics Ltd hereby grants a non-exclusive license to use its magnetic force feedback software and technology which will be embedded into the actuators and devices that this contract concerns. This License extends only to the actuators and devices physically provided by Iris Dynamics Ltd. The Licensee/Buyer agrees not reproduce, reverse engineer, distribute, or to allow to be reproduced, reverse engineered, or distributed in whole or in part, the software, hardware, or technology without express agreement in writing from Iris Dynamics, Ltd. The Licensee/Buyer will protect Iris Dynamics Ltd.’s technology from unauthorized disclosure, reproduction, reverse engineering, or distribution with at least the same degree of care it normally exercises to protect its own Confidential, sensitive, or secret information & technology against undesired dissemination and use, and in no case shall the degree of care be less than reasonable care.

13. Cancellation & Refunds

Orders accepted by Seller are subject to cancellation by Buyer only upon the express written consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay Seller: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by Seller, in addition to a reasonable profit to Seller on the entire contract. Refunds are not guaranteed and are handled on a case-by-case basis. Contact Seller to determine eligibility.

14. Indemnification

In addition to the foregoing, Buyer agrees to save and hold Seller harmless from any claims, demands, liabilities, suits or losses, costs, expenses or judgments including damages for any physical harm arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees or invitees involving the use of the goods supplied by Seller. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any such claim.

15. Governing Law

This agreement shall be governed by the laws of British Columbia, Canada. The courts of Victoria, British Columbia shall have exclusive jurisdiction over any disputes arising from this agreement.

16. Default

In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable and shall in addition have all remedies afforded by the law as enacted in British Columbia, Canada, and any other applicable law. Buyer shall in addition, be liable for Seller’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.

17. Delay

If Buyer requests deferral of deliveries, Seller’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for the goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Seller may assess for storing the goods awaiting delivery. If Buyer requests deferral prior to commencement of production, Seller may require progress payments in connection with expenses for materials and services incurred by Seller in anticipation of production.

18. Waiver

A Party’s waiver or failure to enforce any provision of this agreement shall not constitute a waiver of such provision or any other provision or prejudice such Party’s right to enforce such provision or any other provision at any subsequent time as permitted by law.

19. Severability

If any provision of this agreement is judicially held to be void or unenforceable, such nullity or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect to the fullest extent permitted by law.

20. Export Control and Compliance

The products, software, and technical data provided by Iris Dynamics Ltd. are developed for general commercial and industrial use and are not specifically designed, developed, or marketed for military, weapons-related, or defense applications. Iris Dynamics Ltd. does not classify its products as controlled goods under Canadian export law or as defense articles under the United States International Traffic in Arms Regulations (ITAR). Iris Dynamics Ltd. does not monitor or control the ultimate end-use of its products beyond the point of sale and does not authorize their use in restricted or prohibited applications without appropriate licensing and regulatory compliance.

The Buyer is solely responsible for determining whether any end use, re-export, or further integration of the products requires licensing, notification, or restriction under applicable export control laws and regulations, including those of Canada, the United States, and any other relevant jurisdictions. The Buyer shall not export, re-export, transfer, disclose, or otherwise make available any such items to any country, entity, or person that is restricted or prohibited under applicable laws, including, without limitation, those on Canadian sanctions lists, the United States Department of Commerce Denied Persons List or Entity List, or the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List.

The Buyer further represents and warrants that it will not use, or permit the use of, any product, software, or technology provided under this agreement in any activities related to the development, production, or use of nuclear, chemical, or biological weapons, missile technology, or any other prohibited purpose under applicable export control laws.

Iris Dynamics Ltd. shall have no liability for the Buyer’s failure to comply with applicable export control or end-use regulations. The Buyer agrees to indemnify and hold harmless Iris Dynamics Ltd. from any and all claims, penalties, or liabilities arising from its violation of such laws.


Last Updated: July 29, 2025