Last updated: November 26, 2025
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.
- 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.
- 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.
- Shipping, Handling, and Freight Charges: Unless otherwise agreed, shipping charges will be prepaid and added to the invoice. If Buyer provides a valid carrier account number on the purchase order, shipments can be processed freight collect. For motor freight shipments, charges are prepay and add (PPA) unless alternate arrangements are made. Unless specified otherwise, most orders are shipped via FedEx or UPS small parcel. Larger orders may ship via LTL 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.
- Delivery and Risk of Loss:All sales are made EXW. Buyer is responsible for all transportation, insurance, customs, duties, and related charges. Title and risk of loss pass to Buyer upon release of the Products to the carrier.
- Order Acceptance: Seller reserves the right to accept or reject any purchase order at its sole discretion.
- Product Warranty: Seller warrants that Products shall substantially conform to Seller’s specifications at the time of shipment. This warranty excludes damage caused by misuse, improper application, storage conditions, modification, or accident.
- Exclusive Remedy: Seller will, at its option, replace or refund the purchase price of non-conforming Products.
- Limitation of Liability: ChillSkyn Inc.’s liability is strictly limited to the invoiced value of the products supplied. Under no circumstances shall ChillSkyn Inc. be liable for any incidental, special, indirect, or consequential damages suffered by the Buyer or any third party, including but not limited to:
- Lost profits, lost revenues, failure to realize expected savings, or other economic or commercial losses;
- Damages arising from Buyer’s failure to meet obligations under these Terms;
- Property damage, personal injury, or economic loss caused by integration of ChillSkyn products into other systems or processes;
- Any damage or injury resulting from misuse, incorrect application, improper installation, or unauthorized repair or modification of the products.
- Buyer is solely responsible for assessing the suitability of ChillSkyn’s products for their intended use and ensuring compliance with all applicable laws and regulations.
- Liability: Subject to Section 7 (Limitation of Liability) and Section 9 (Indemnity), each party shall only be liable to the other for direct damages resulting from gross negligence or wilful misconduct. Neither party shall be liable for any indirect, special, or consequential damages.
- Indemnity:Buyer agrees to use the products at its own risk and shall indemnify and hold harmless ChillSkyn Inc., its officers, employees, agents, affiliates, and partners from any liability, claim, loss, damage, or expense (including legal fees) arising from injury, death, or property damage caused by the use, operation, storage, transport, or disposal of ChillSkyn products—provided such use does not comply with ChillSkyn’s written instructions or specifications.
- 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.
- 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.
- 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.
- Remedies: Buyer’s exclusive remedy and ChillSkyn Inc.’s total liability for defective products or any breach shall be limited to the purchase price of the products at issue, plus applicable shipping costs, if any. All contractual remedies are cumulative and do not exclude or replace any rights available under law or equity.
- 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.
- 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.
- 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.
Contact Us: If you have any questions about our Term and Conditions, you can contact us by email: info@chillskyn.com