Terms of Service

PN Labs Inc. Terms of Service and Sale

Effective date: June 6, 2026

Please read these Terms of Service and Sale carefully before using the PN Labs website or purchasing or using any PN Labs Inc. product. By accessing or using the PN Labs website, by purchasing or using any PN Labs Inc. product, or by accepting these terms at checkout, you agree to be legally bound by them. If you do not accept these terms, you must not use the website or any product sold by PN Labs Inc.

These Terms of Service and Sale (the “Terms”) govern your use of the PN Labs website and the sale and use of all products and materials supplied by PN Labs Inc. (“PN Labs”, “we”, “our”, or “us”), a corporation incorporated under the Canada Business Corporations Act (CBCA) and headquartered in Montreal, Quebec, Canada. These Terms apply in addition to, and are incorporated by reference into, any product listing, datasheet, quotation, invoice, or order confirmation we issue.

1. Acceptance and Formation of Contract

A binding contract is formed when you access or use the website, complete a purchase, accept these Terms at checkout, or otherwise use a PN Labs product, whichever occurs first. Where you purchase through a third party distributor or marketplace, your acceptance occurs upon purchase and use, and these Terms continue to govern the product itself notwithstanding the terms of that distributor.

You represent that you are at least the age of majority in your jurisdiction and have the legal capacity to enter into these Terms, and that you are acquiring our products in the course of a trade, business, profession, or technical activity rather than as a consumer, except where mandatory law provides otherwise.

These Terms, together with any written quotation, order confirmation, datasheet, and invoice we issue, form the entire agreement between you and PN Labs and supersede any prior or contemporaneous understanding. Any additional or conflicting terms you propose, including terms contained in your own purchase order, are expressly rejected and have no effect unless we agree to them in a signed writing.

2. Definitions

“Products” or “Modules” means any electronic assembly, board, module, kit, component, accessory, sample, evaluation unit, or related firmware, software, or documentation we supply, including without limitation power regulation modules, direct current circuit protection modules, battery and energy management or charging modules, and any future product category we introduce.

“Buyer” or “you” means the person or entity that accesses the website, purchases, receives, or uses a Product.

“Documentation” means any datasheet, specification, application note, calculator, drawing, schematic, or other technical material we publish or supply.

“Content” means any text, review, comment, image, or other material submitted by users to the website or community.

“Services” means any engineering, design, consulting, or development service we provide.

3. Website Use and Disclaimer

The PN Labs website and all information provided through it are offered as is and as available. While we strive for accuracy, we make no warranties or guarantees regarding the correctness, completeness, or reliability of any content, and we do not warrant that the website will be uninterrupted, secure, or error free. Pricing, specifications, and availability may change at any time without notice.

You agree not to misuse the website, including by attempting to gain unauthorized access, scraping or harvesting data by automated means, introducing malicious code, circumventing security, overloading or disrupting the website, or misusing any form, tool, or calculator we provide. Any online tool or calculator we offer, including any threshold or configuration calculator, produces estimates for general guidance only, and you must independently verify all results before relying on them.

The website may contain links to third party sites and stores. We do not control and are not responsible for the content, terms, or practices of any third party site, and links do not imply endorsement.

4. Nature of the Products and Intended Use

PN Labs Products are modular electronic assemblies intended for evaluation and for integration into larger systems by technically qualified users. They are not standalone consumer products, and they are not finished goods ready for end use without engineering integration, validation, and qualification by you. You acknowledge and agree that:

The Products are supplied as building blocks for integration, not as certified, consumer ready, or end use devices.
The Products are intended only for users who possess the engineering knowledge required to evaluate, integrate, protect, and validate them safely in a given application.
You are solely responsible for the design, integration, testing, protection, thermal management, validation, and regulatory compliance of any system or end product into which a Product is incorporated, and for ensuring that system is safe and fit for its intended purpose.
All use is at your own discretion and risk.

We disclaim all liability relating to the integration, performance, certification, or safety of any system or end product into which a Product is incorporated.

5. Specifications and Documentation

All specifications, ratings, typical values, performance figures, and other information in our Documentation are provided for general guidance only, may represent typical rather than guaranteed values, and are subject to change at any time without notice. Nothing in our Documentation constitutes a warranty or guarantee of any particular characteristic, rating, or fitness. You must independently verify that a Product meets your requirements under your own operating conditions before relying on it, and you agree that you have not relied on any statement, representation, or sample that is not expressly set out in writing in these Terms or in a written quotation we have signed.

6. Prohibited and High Risk Applications

PN Labs Products are strictly prohibited from use in any application where their failure could reasonably be expected to result in injury, loss of life, or significant property or environmental damage. Such applications include, without limitation:

Life support devices or systems, and any medical equipment that sustains, monitors, or is critical to life or health.
Control or safety systems in vehicles, aircraft, watercraft, rail, or any form of transportation used for the conveyance of people or cargo.
Equipment or facilities involving nuclear energy, defense, weapons, or military grade hardware.
Infrastructure or environments requiring safety certification or fail safe operation, including industrial safety systems, emergency systems, and critical public infrastructure.

If you incorporate a Product into any such application, you do so entirely at your own risk and against our express prohibition, you assume all responsibility, and you agree that PN Labs shall have no liability of any kind arising from that use.

7. Certification, Regulatory, and Geographic Status

Although our Products are designed and manufactured to be compliant with RoHS 3, the Products are not certified, listed, or approved under any national or international regulatory body or standard, including without limitation FCC, ISED, CE, RoHS listing, WEEE, REACH, UL, CSA, ETL, or LUCID or any other Extended Producer Responsibility program. PN Labs is not registered for WEEE or LUCID in the EU.

The Products may emit electromagnetic interference and may not comply with all applicable local, national, or international regulations regarding emissions, immunity, safety, labeling, or recycling. The Products are not certified for sale or use as standalone products in regulated jurisdictions, including the European Union and Canada, or in any jurisdiction requiring formal regulatory approval for end user electronic products.

While our Products are designed and distributed from Canada, they are not certified for consumer use under Canadian regulatory frameworks such as ISED, CSA, or provincial electrical codes. You are responsible for understanding and complying with all import, certification, and usage requirements in your jurisdiction. We are not responsible for customs issues, duties, taxes, or legal compliance in your region. It is your sole responsibility, as purchaser or integrator, to ensure compliance with all certifications and regulations applicable to your specific application or end system, and we expressly disclaim all liability relating to such compliance.

8. Battery, Charging, and Energy Storage Products

This section applies to any Product that charges, manages, regulates, or otherwise interfaces with batteries or energy storage cells, and to any Product supplied with or for use with a battery.

Batteries and energy storage systems carry inherent risks including fire, thermal runaway, venting, leakage, explosion, and chemical hazard. You acknowledge and agree that:

PN Labs Products are not a complete battery safety system. You are solely responsible for selecting compatible cells and for providing appropriate protection, fusing, thermal management, mechanical enclosure, and charge and discharge parameters suitable for your cells and application.
You must independently validate all charge currents, voltages, cutoffs, and thermal limits for your specific cells under your operating conditions, and must not rely solely on default or example values.
You are solely responsible for compliance with all transport, storage, handling, and disposal regulations applicable to batteries.
We shall have no liability for any damage, injury, fire, or loss arising from batteries or cells used with our Products, or from your selection, configuration, charging, or integration of them.

9. Pre Production, Beta, Evaluation, and Crowdfunding Units

Units supplied as samples, prototypes, beta units, evaluation units, engineering units, or as rewards or perks in a crowdfunding campaign are supplied as is, for evaluation and feedback purposes only, with no warranty of any kind, and may be incomplete, unvalidated, or non functional. Specifications, features, schedules, and availability for such units are not guaranteed and may change or be cancelled at any time. To the maximum extent permitted by law, PN Labs has no liability whatsoever in connection with such units. A contribution to a crowdfunding campaign is a pledge in support of development and not a guaranteed purchase or delivery.

10. Firmware, Software, and Open Source

Any firmware or software embedded in or supplied with a Product is licensed, not sold. Subject to these Terms, we grant you a limited, non exclusive, non transferable license to use that firmware or software solely as integrated in the Product you purchased. You may not redistribute, sublicense, sell, or reverse engineer the firmware or software except to the extent that applicable law expressly permits despite this restriction. All firmware and software is provided as is, and we have no obligation to maintain, support, or provide updates.

Where we make designs, firmware, or software available under an open source license, those materials are governed by their respective open source license terms, and nothing in these Terms limits your rights or our obligations under those licenses. Absent an explicit open source license, all designs, firmware, software, and Documentation are proprietary to PN Labs.

11. Intellectual Property

All Products, designs, schematics, firmware, software, Documentation, trademarks, logos, and website content are the property of PN Labs or its licensors and are protected by intellectual property laws. Purchase or use of a Product grants you no license to any PN Labs intellectual property other than the right to use the specific unit you purchased.

The PN LABS name, logo, and associated marks are trademarks of PN Labs. You may not use them without our prior written permission. Information on genuine Products and authorized resellers, and our position on counterfeit goods, is available on our website. Purchasing through unauthorized channels is at your own risk.

If you provide us with any feedback, suggestions, ideas, or beta or evaluation reports concerning the Products, you grant us a perpetual, irrevocable, worldwide, royalty free, and fully transferable right to use and incorporate that feedback for any purpose without any obligation or compensation to you.

12. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS, FIRMWARE, SOFTWARE, DOCUMENTATION, AND WEBSITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PN LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, DURABILITY, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PN LABS DOES NOT WARRANT THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR BE FREE FROM DEFECTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PN LABS CREATES ANY WARRANTY.

Some jurisdictions do not allow the exclusion of certain implied warranties or mandatory consumer rights, so some of the above exclusions may not apply to you to the extent prohibited by mandatory law. In that case, our liability is limited to the minimum permitted by that law.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PN LABS, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR ANY PROPERTY DAMAGE, SYSTEM FAILURE, OR DOWNSTREAM DAMAGE, ARISING OUT OF OR RELATED TO THE PRODUCTS, SERVICES, FIRMWARE, SOFTWARE, DOCUMENTATION, THE WEBSITE, OR THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF PN LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PN LABS ARISING OUT OF OR RELATED TO THE PRODUCTS, SERVICES, OR THESE TERMS EXCEED THE AMOUNT YOU ACTUALLY PAID TO PN LABS FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

These limitations apply to the maximum extent permitted by law and do not exclude or limit liability that cannot lawfully be excluded, such as liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence where mandatory law prohibits its exclusion.

14. Assumption of Risk

You acknowledge that the Products are evaluation and integration grade electronic modules, that their use carries inherent risk, and that you use them voluntarily and at your own risk. You accept full responsibility for your decision to use the Products and for the results of that use.

15. Buyer Responsibilities

You are solely responsible for selecting Products suitable for your application, designing and validating the system into which they are integrated, providing appropriate protection and operating within rated limits, complying with all laws, certifications, and standards applicable to your end product, and safely handling, installing, and disposing of the Products.

16. Indemnification

You agree to fully indemnify, defend, and hold harmless PN Labs, its directors, officers, employees, contractors, agents, and affiliates from and against any and all claims, demands, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable legal fees and court costs, arising directly or indirectly from: your use or misuse of the Products, Services, or website; any failure by you to comply with applicable laws or regulations; any breach of these Terms; any negligent, reckless, or intentional act or omission by you; and any harm to person, property, or system allegedly caused by your use or integration of the Products. This obligation survives termination of your relationship with PN Labs.

17. Orders, Pricing, and Payment

We reserve the right to accept, decline, limit, or cancel any order, in whole or in part, including for suspected fraud, resale, export concerns, pricing or listing errors, or stock limitations. Prices, specifications, and availability may change at any time without notice. We may cancel or correct any order affected by an obvious pricing or listing error, even after the order has been placed or payment has been captured.

All applicable sales taxes, value added taxes, goods and services taxes, duties, and similar charges are your responsibility unless stated otherwise. The governing currency is the currency shown at checkout.

We use Stripe as our primary payment processor and accept major credit cards through Stripe Checkout. We may require additional verification for certain orders. Payment is charged prior to shipment, and title does not pass until payment has cleared in full. We reserve the right to decline any order we deem suspicious or fraudulent. By using Stripe Checkout you agree to Stripe’s own Terms of Service and Privacy Policy.

18. Title and Risk of Loss

For domestic shipments, title and risk of loss pass to you upon delivery. For international shipments, and except where mandatory law provides otherwise, risk of loss passes to you when we hand the Products to the carrier. You are responsible for arranging any insurance you require beyond that point.

19. Shipping and Delivery

Orders ship within one to four business days from Montreal, Canada. We are not responsible for delays due to carriers, customs, weather, or other external factors. Shipping times shown are estimates and are not guaranteed delivery times. International shipments are sent DDU or DAP unless otherwise stated, and you are responsible for all import duties, taxes, tariffs, and fees unless a DDP option is selected at checkout. We reserve the right to cancel any order and to ship using a carrier or service different from the one selected, provided any substituted method meets the delivery estimate shown at checkout. We do not falsify customs forms, and orders are declared with accurate contents and values.

If there is any discrepancy in your shipping details, whether intentional or unintentional, we reserve the right to contact you using the phone number or email provided. If an order is shipped and returned to us, we will attempt to reach you and allow a response within two weeks, after which the order will be marked abandoned and no refund will be issued.

20. Returns, Cancellations, and Warranty

Customer satisfaction is important to us, and we will do our best to ensure you have a positive experience with PN Labs products. Please contact us if you need assistance with any part of your order.

We offer a 30 day unopened return policy, in addition to any rights you may have under mandatory consumer protection law. New, unopened items in their original packaging may be returned within 30 days of delivery. You are responsible for return shipping, and returns are subject to a restocking fee of three dollars plus 15 percent of the item price. Original shipping charges are non refundable. We do not accept returns of partially or fully assembled kits, unpackaged items, batteries, or AC adapters. All returns require a return merchandise authorization (RMA) prior to shipment.

You may cancel an order free of charge if we receive your cancellation request before the order is processed. If payment has been captured but the order has not yet shipped, cancellations are subject to a 3.5 percent non refundable payment processing fee. If an order has entered fulfillment or has shipped, a restocking fee of up to 10 percent may apply to cover handling, inspection, and administrative costs.

Except for the return rights stated above and any rights you have under mandatory law, the Products are sold without warranty as set out in Section 12.

21. Technical Support

We offer community based support through our forums, and you may contact us by email with technical questions. We do not provide a support request form. One on one support is provided at our discretion and only for products purchased directly or through authorized distributors.

22. Community Conduct and User Content

We expect all customers to follow our code of conduct. Harassment, abusive language, or unreasonable behavior may result in a permanent ban from purchases or support. We reserve the right to moderate and remove objectionable content.

You retain ownership of any Content you submit, but by submitting Content you grant us a non exclusive, royalty free, worldwide, perpetual license to use, reproduce, publish, adapt, and display that Content for marketing or informational purposes. You are responsible for ensuring your Content does not infringe the rights of others or violate any law, and we may remove or edit any Content at our discretion. If you believe Content on our website infringes your rights, you may contact us to request its removal.

23. Review Policy

We encourage customers to share honest feedback about their experience with our products. Reviews should reflect genuine use of the product, and we may verify that a reviewer has made a purchase. Content must remain respectful, relevant, and accurate. Reviews that include abusive language, discriminatory remarks, personal information, spam, promotional material, or any content that violates intellectual property rights may be edited or removed. We also reserve the right to remove reviews that appear false, misleading, or intended to manipulate product ratings.

If a reviewer received a free product, discount, or any other incentive in exchange for a review, this must be clearly disclosed, and undisclosed incentivized reviews may be removed. By submitting a review, the reviewer grants us a non exclusive, royalty free, worldwide license to use, reproduce, publish, and display the content for marketing or informational purposes. Customers who wish to update or withdraw a review may contact us for assistance.

24. Privacy and Data

We collect and store only the data needed to operate our website and to process and fulfill your orders, and we handle it in accordance with our Privacy Policy and applicable privacy law. We do not store your full payment details, and we do not sell your personal information. Our website may use cookies and similar technologies, including analytics and advertising tools, to operate and improve the site and our marketing, and you can manage these as described in our Privacy Policy. For full details on what we collect, how we use it, how long we keep it, and your rights, please see our Privacy Policy.

25. Marketing Communications

If you opt in to our newsletter or marketing emails, you consent to receive those communications from us. Every marketing message identifies us and includes a way to unsubscribe, and you may withdraw your consent at any time. We send marketing communications only in accordance with applicable anti spam and privacy law.

26. Export Compliance and Sanctions

You agree not to export, reexport, distribute, or transfer PN Labs Products or related technical information to any individual, organization, or country to which such export is restricted or prohibited by applicable laws, regulations, or sanctions, including those administered by the United States and Canadian Governments.

You may not reexport or otherwise distribute PN Labs Products to, or for end use in, Belarus, Russia, or temporarily occupied or covered regions of Ukraine. By purchasing PN Labs Products, you agree not to use them in or distribute them for end use in nuclear weapons, chemical or biological weapons, or missiles or unmanned aerial vehicles capable of a range of at least 300 kilometers, or where such range is unknown.

You may not use PN Labs Products to support or facilitate the activities or functions of the military, national armed services, national guard, national police, or any government or armed forces intelligence or reconnaissance organization in, but not limited to, the Russian Federation, Belarus, Burma or Myanmar, China, Nicaragua, or Venezuela.

You are solely and fully responsible for ensuring compliance with all applicable export control, trade sanctions, and customs laws, including verifying the end use, end user, and destination of the Product, and for understanding whether the Products meet the local regulatory requirements of the destination country. All duties, taxes, tariffs, brokerage fees, and other costs associated with exporting or importing the Product are your sole responsibility, and PN Labs will not reimburse or compensate for any fees, delays, or rejections related to customs or regulatory issues. Any breach of these obligations may result in legal consequences, PN Labs disclaims all liability for such violations, and this obligation survives termination of your relationship with PN Labs.

27. Engineering Services

Any Services we provide are governed by a separate written agreement between you and PN Labs, and these Terms do not govern the scope, deliverables, fees, or ownership of any Services engagement. In the absence of a separate written agreement, Services are provided with reasonable skill and care but without any guarantee of a specific result, are subject to the disclaimer of warranties in Section 12 and the limitation of liability in Section 13, and any liability for Services is capped at the fees you paid us for those Services. Nothing in a Services engagement creates a partnership, joint venture, or employment relationship, and we act as an independent contractor.

28. Time Limit for Claims

To the maximum extent permitted by law, any claim or cause of action arising out of or related to the Products, Services, the website, or these Terms must be brought within one year after the cause of action accrues, failing which it is permanently barred.

29. Dispute Resolution

Before commencing any formal proceeding, you agree to first contact us and attempt in good faith to resolve any dispute informally, and to allow us at least sixty days from your written notice to do so. This requirement does not apply where it would prevent you from meeting a filing deadline or seeking urgent relief.

30. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Subject to Section 29, any dispute arising from or related to these Terms, the Products, the Services, or the website shall be resolved exclusively in the courts of the judicial district of Montreal, Quebec, and you consent to the personal jurisdiction of those courts. Nothing in this section limits any mandatory right you may have to bring proceedings in your place of residence under applicable consumer law.

31. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, fire, war, terrorism, civil unrest, labor disputes, epidemics, supply or component shortages, carrier or logistics failures, government action, and network, payment processor, or utility failures.

32. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable in any jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect. In particular, if any limitation or exclusion of liability or warranty is held unenforceable, the remaining limitations and exclusions shall continue to apply to the fullest extent permitted by law.

33. Entire Agreement, Waiver, and Assignment

These Terms, together with any written quotation, order confirmation, invoice, and our Privacy Policy, are the entire agreement between you and PN Labs regarding their subject matter and supersede all prior understandings. Our failure to enforce any provision is not a waiver of that provision or any other. You may not assign or transfer these Terms or any rights under them without our prior written consent, and any attempt to do so is void. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

34. Notices

We may provide notices to you by email, by posting on the website, or through your order records. You may provide notices to us through the contact page on our website. Notices are deemed received when sent by email or posted, or when actually received if sent to us.

35. Survival

Any provision that by its nature should survive termination of your relationship with PN Labs will survive, including the provisions on intellectual property, disclaimers, limitation of liability, indemnification, export compliance, time limits, dispute resolution, and governing law.

36. Language

We maintain English and French versions of these Terms. In case of any conflict, the version required by the applicable law of your jurisdiction governs, and where no such law applies, the English version governs.

37. Interpretation

Section headings are for convenience only and do not affect the interpretation of these Terms. The words “including” and “such as” are illustrative and not limiting.

38. Revisions

We may update these Terms at any time. The version in effect at the time of your purchase or use governs that purchase or use. You should revisit this page periodically to stay informed of any changes.

39. Contact

For questions or concerns about these Terms, please contact us through our website contact page at pnlabs.ca/contact.