Supplier Terms & Conditions

Last updated: April 17, 2025

Introduction
These Supplier Terms & Conditions (“Terms”) govern every supply of goods or services by you (“Supplier”) to Sevcore Technologies Inc. (“Sevcore”, “we”, “our”, or “us”). By accepting or fulfilling any Sevcore purchase order (“PO”), you agree to be bound by these Terms.

Definitions

  • Contract – the legally binding agreement consisting of the PO, these Terms, and any attached specifications.
  • Goods – the products, components, or deliverables described in a PO (e.g., telematics devices, harnesses, cameras).
  • Services – the work or services described in a PO (e.g., software customisation, on-site support).

Orders & Acceptance
A Contract arises only when Sevcore issues a written PO and the Supplier (a) returns written confirmation or (b) starts performance. Any quotation or catalogue is for information only until a PO is placed.

Pricing & Payment
Prices are firm and inclusive of all costs, duties, and taxes except HST.
Invoices must quote the PO number and be emailed to accounts@sevcore.ca.
Unless otherwise stated, Sevcore pays approved invoices within Net 30 days of receipt.

Delivery, Title & Risk

Supplier will deliver Goods DDP (Incoterms 2020) Sevcore Technologies Inc., Thorhild, Alberta, Canada by the delivery date in the PO. Title and risk transfer to Sevcore upon written acceptance following inspection.

Quality, Inspection & Acceptance

Supplier warrants that Goods and Services conform to all specifications, industry standards, and applicable law. Sevcore may inspect, test, and reject non-conforming Goods within 30 days of delivery; Supplier shall promptly repair, replace, or refund at Sevcore’s election.

Compliance, ESG & Ethical Standards

Supplier represents that it complies with all applicable Canadian, U.S., and international laws (including labour, environmental, anti-bribery, export control, and conflict-minerals regulations), does not use forced or child labour, and maintains safe working conditions.

Intellectual Property & Work-Made-For-Hire

All Sevcore trademarks, designs, software, and confidential information remain Sevcore property. Any bespoke firmware, drawings, or documentation created under a Contract shall be deemed

“work-made-for-hire” and owned exclusively by Sevcore unless otherwise agreed in writing.

Confidentiality & Data Protection

Supplier shall protect Sevcore’s confidential and proprietary information using industry-standard safeguards and restrict access to personnel on a

need-to-know basis. If Supplier processes personal information on Sevcore’s behalf (e.g., device serial numbers tied to drivers), it shall comply with PIPEDA and, where applicable, the GDPR and provincial privacy statutes.

Warranties & Indemnities

Supplier warrants that Goods are free from defects, of merchantable quality, and fit for purpose for 12 months from Sevcore’s acceptance (or longer if Supplier’s standard warranty exceeds 12 months). Supplier shall indemnify and hold Sevcore harmless from any third-party claim arising out of (a) Supplier’s breach of these Terms, (b) negligence, or (c) infringement of intellectual-property rights.

Limitation of Liability

Nothing limits either party’s liability for death or personal injury caused by negligence, fraud, or wilful misconduct. Otherwise, a party’s aggregate liability under a Contract shall not exceed the Contract price.

Termination

Sevcore may cancel a PO for convenience with 10 days’ written notice (and will pay documented, reasonable costs incurred up to cancellation). Either party may terminate for cause if the other materially breaches and fails to cure within 15 days of notice.

Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts in Edmonton, Alberta.

Miscellaneous

No amendment is binding unless signed by both parties. Supplier may not subcontract or assign its obligations without Sevcore’s written consent. The UN Convention on Contracts for the International Sale of Goods does not apply.