Terms and Conditions

These Terms & Conditions (the “Terms”) govern your purchase of goods and/or services (the “Products” or “Services”) from Xcite Technologies Corp. (“Xcite,” “we,” “us,” “our”). By signing a quotation, paying a deposit, or otherwise proceeding with an order, you (“Customer,” “you,” “your”) agree to be bound by these Terms.

1.1 Quotes
We may provide you with a written or electronic quotation (a “Quote”) describing the Products/Services, specifications, price, and any special conditions.

1.2 Formation of Contract
A binding contract for sale (“Sales Contract”) is formed once you:

1.3 Responsibility to Review Terms
It is solely the purchaser’s responsibility to request, review, and understand these Terms prior to signing a Quote or paying a deposit. By signing the Quote and/or paying a deposit, you acknowledge that you had the opportunity to review these Terms and agree to be bound by them, regardless of whether you expressly requested a copy.

2.1 Deposit Requirement
You must pay a non-refundable deposit (as set out in the Quote) to secure your order.

2.2 Balance Payment
Unless otherwise stated in the Quote, the remaining balance is due on delivery of the Products. We may withhold or delay delivery if full payment is not made at that time.

2.3 Late Payment & Interest
If you fail to pay any amount by its due date, we may charge interest at 12% per annum, in addition to collection costs, legal fees, and related expenses.

3.1 Delivery
We will deliver Products to the location specified in the Quote. Delivery dates are estimates only. Delays in delivery do not entitle you to cancel, refuse delivery, or withhold payment.

3.2 Risk of Loss
Risk of loss or damage passes to you upon delivery at the agreed location (or upon pick-up).

3.3 Title (Ownership)
Ownership transfers only when we have received full payment (deposit + balance). Until then, Xcite retains ownership and the right to reclaim Products if payment is not completed.

4.1 Final Sale
Once you have signed our Quote, paid the deposit, and accepted delivery, the sale is final and non-refundable.

4.2 No Cancellations or Returns
You do not have the right to cancel, rescind, return, or otherwise revoke the order for refund or credit, except where required by law. Any statutory rights that cannot be waived will apply only to the extent required by law.

4.3 Deposits
Deposits are strictly non-refundable. Failure to pay the balance does not entitle you to cancel the order or recover any deposit paid.

You must inspect the Products immediately upon delivery and notify us in writing of any defects, damage, or shortages within 3 days of delivery. If you do not notify us within that period, the Products will be deemed accepted and in good condition, and you waive any right to reject them.

6.1 Limited Warranty
We warrant that the Products, at the time of delivery, will substantially conform to the specifications in the Quote. This warranty is valid for 12 months from delivery, unless otherwise stated in writing.

6.2 Exclusions
This warranty does not apply to:

6.3 Exclusive Remedy
Your sole and exclusive remedy for breach of warranty is repair, replacement, or credit (at our option).

6.4 Disclaimer
Except as expressly provided, all other warranties — including implied warranties of merchantability, fitness for a particular purpose, or non-infringement — are disclaimed to the fullest extent permitted by law.

To the fullest extent permitted by law, Xcite will not be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages (including lost profits, business interruption, loss of revenue, or loss of data).

Our total aggregate liability for any claim, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by you under the applicable Sales Contract.

Xcite may suspend or terminate a Sales Contract if you fail to pay, breach any material term, or become insolvent. On termination, you remain responsible for all amounts due, and we may repossess Products for which title has not transferred.

All intellectual property rights in and to the Products, Services, designs, documentation, and related materials remain the exclusive property of Xcite or its licensors, unless expressly assigned in writing.

You agree to keep confidential any non-public business, technical, or pricing information disclosed by Xcite in connection with a Quote or order, except where disclosure is required by law.

Xcite will not be liable for delays or failures caused by events beyond our reasonable control (including natural disasters, strikes, shortages, pandemics, or government actions). In such cases, performance will be extended accordingly.

These Terms and any Sales Contract are governed by the laws of the Province of Ontario and the laws of Canada applicable therein. You agree to the exclusive jurisdiction of the courts of Ontario for any dispute.

If any provision is held invalid or unenforceable, the remaining provisions remain in full force. No failure or delay by Xcite to enforce any right shall be deemed a waiver of that right.

These Terms, together with the signed Quote and any written amendments, constitute the entire agreement between you and Xcite, superseding all prior communications or agreements.