Last updated: March 25, 2026
These Terms and Conditions (“Terms”) govern the sale of products (“Products”) by ChillSkyn Inc. (“Seller”) to the purchaser (“Buyer”). Buyer’s acceptance of Products constitutes acceptance of these Terms. No other terms shall apply unless agreed to in writing by Seller.
1. Prices and Quotes
All prices are in U.S. Dollars (USD) unless otherwise specified. Quotations are valid for sixty (60) days from the date issued unless otherwise stated in writing.
2. Payment Terms
Payment is due net thirty (30) days from the date of invoice for approved accounts, unless otherwise agreed in writing. All prices are in U.S. Dollars (USD) unless otherwise specified in writing. A 2% monthly interest charge applies to overdue balances.
3. Shipping, Handling, and Freight Charges
Unless otherwise agreed in writing, all shipments are FOB Origin. Title and risk of loss transfer to Buyer upon delivery of the Products to the carrier.
Freight charges are Prepaid and Added (PPA) to the invoice unless Buyer provides a valid carrier account number. Under PPA terms, Seller arranges transportation for Buyer’s convenience only, and freight costs are added to the invoice. Prepayment of freight by Seller does not transfer risk of loss or create responsibility for transportation performance.
Buyer is responsible for any freight claims with the carrier.
Orders requiring special delivery services (e.g., white glove, inside delivery) must be identified at the time the order is placed. Additional charges will apply based on service level requested.
ChillSkyn Inc. is not responsible for damage to Products resulting from adverse weather conditions, such as freezing or overheating. Buyer is responsible for selecting appropriate shipping methods based on local climate and, if necessary, requesting heated or cooled transport.
4. Order Acceptance
Seller reserves the right to accept or reject any purchase order at its sole discretion.
5. Product Warranty and Limitation of Liability
5.1. Packaging and Product Warranty
Seller warrants that:
- The packaging of the Products complies with applicable governmental specifications for shipment; and
- The Products shall be free from defects in material and workmanship under normal use and service.
This warranty does not apply to defects or damage resulting from misuse, negligence, improper storage, improper application, accident, unauthorized modification, or failure to follow Seller’s written instructions by Buyer, its agents, employees, contractors, or customers.
Buyer must provide Seller with written notice of any claimed defect within one (1) year from delivery of the Products to Buyer, its nominee, or the carrier. Buyer must provide reasonable details of the alleged defect. The warranty applies only to Products that, upon Seller’s examination, are determined by Seller to be defective. At Seller’s option, defective Products must be returned promptly to Seller or its nominee.
Seller’s sole obligation and Buyer’s exclusive remedy under this warranty shall be, at Seller’s option:
- Repair of the defective Product
- Replacement of the defective Product
- Refund of the purchase price of the defective Product
This warranty is expressly in lieu of all other warranties, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
5.2. Limitation of Liability
To the maximum extent permitted by applicable law:
- Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost revenue, loss of production, downtime, loss of business opportunity, or damage to goodwill, whether arising in contract, tort, strict liability, or otherwise.
- Seller shall not be liable for any injury to persons, damage to property, or economic loss arising from integration of the Products into Buyer’s systems, processes, or other materials.
- Seller shall not be liable for damages resulting from improper handling, storage, transportation, installation, mixing, application, or use of the Products.
- Seller shall not be liable to any party other than Buyer and its lawful successors.
In no event shall Seller’s total liability for any claim arising out of or relating to the Products exceed the purchase price of the specific Products giving rise to the claim.
5.3. Buyer Responsibilities
Buyer is solely responsible for:
- Determining the suitability of the Products for its intended applications;
- Ensuring compliance with all applicable local, provincial, state, federal, and international laws and regulations;
- Proper storage, handling, transportation, and application of the Products;
- Conducting appropriate performance, compatibility, and safety testing prior to commercial or safety-critical use.
Where Products are used in safety-critical applications, Buyer shall implement appropriate safety testing, safeguards, warnings, protective systems, and training to prevent injury or damage.
5.4. Exclusive Remedy
The remedies set forth above are exclusive. In no case shall Seller’s liability exceed the purchase price of the Products that gave rise to the claim. No employee, distributor, or agent of Seller is authorized to modify this limitation of liability.
6. Confidentiality
“Confidential Information” includes any non-public information disclosed by either party that is marked or reasonably understood to be confidential, including product specifications, formulations, commercial terms, and technical or business data.
This obligation does not apply to information that:
- Is or becomes publicly available without breach of this agreement;
- Was lawfully received from a third party without restriction;
- Was already known by the receiving party without obligation of confidentiality;
- Is independently developed;
- Must be disclosed by law or court order (with prior notice where permitted).
Each party agrees to protect Confidential Information with at least the same level of care it uses to protect its own, and to use it only as required to perform obligations under this Agreement.
7. Intellectual Property
Buyer acknowledges that all intellectual property rights related to the Products remain the exclusive property of Seller. Purchase of Products does not grant any license or rights to Seller’s trademarks, patents, or other intellectual property.
8. Force Majeure
Seller is not liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, labour disputes, transportation delays, material shortages, or governmental actions.
9. Governing Law and Jurisdiction
These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.
Any dispute shall be resolved in the courts located in Montreal, Quebec, and the parties submit to such jurisdiction.
10. Claims and Waiver
No delay, omission, or failure by ChillSkyn Inc. to enforce any right under this Agreement shall constitute a waiver of such right. ChillSkyn Inc. reserves the right to enforce its rights at any time and against any breach, regardless of prior conduct or enforcement.
11. Entire Agreement
These Terms, along with any written agreement signed by both parties, constitute the entire agreement between Seller and Buyer regarding the sale of Products. Any conflicting terms in Buyer’s purchase orders are rejected.
We currently do not offer products or services in Québec.
Contact Us: If you have any questions about our Term and Conditions, you can contact us by email: info@chillskyn.com