Terms & Conditions — Sales

Gryphon Energetics Inc. (“GEI”) Terms & Conditions of Sale

These Terms & Conditions of Sale (“Terms”) apply to all purchases, transfers, possession, storage, handling, or use of goods from Gryphon Energetics Inc. (“GEI”) by any Customer or user, including individuals, End-Users, retailers, wholesalers, distributors, government agencies, law enforcement personnel, licensed pyrotechnicians, and any employee, contractor, or representative of an organization that acquires GEI Products. By Ordering, receiving, possessing, storing, handling, operating, Selling, Reselling, or using any GEI Product, the Customer or user agrees to be bound by these Terms.

SECTION 1 — DEFINITIONS

For the purposes of these Terms:

“Act and Regulations” means the Explosives Act and the Explosives Regulations, 2013.

“Controlled Products” means any Product regulated under the Explosives Act and the Explosives Regulations, 2013. This includes, without limitation, binary explosives, pyrotechnics, special effects pyrotechnic charges, igniters, electric matches, detonators, explosive articles, precursor kits, and any other substance, article, or device classified as an explosive or subject to licensing, storage, handling, Sale, transport, or use requirements under the Act and Regulations.

“Corporate Officer” means a duly appointed or elected director or executive of GEI. The Board may also designate an individual as an Acting Corporate Officer for a limited purpose or limited duration, provided such designation is made in writing by an authorized director or executive. An Acting Corporate Officer has only the authority expressly granted in the written designation. This definition expressly excludes any employee holding the title of “Emergency Response Officer,” unless that individual also serves as a director, executive, or has been designated as an Acting Corporate Officer.

“Customer” means any individual or entity that purchases or lawfully acquires Products from GEI, whether directly or through an authorized reseller or distributor, including individuals, retailers, dealers, wholesalers, distributors, end users, law enforcement agencies, military agencies, licensed pyrotechnicians, or any other person or entity obtaining Products by purchase, transfer, credit, replacement, warranty exchange, or other authorized means.

“Diversion” means any act or arrangement by which a Product, in connection with or following a Sale or Resale, is acquired on behalf of, transferred to, or made available to a third party who is not legally eligible or authorized to possess or use the Product (straw purchasing), or is obtained through misrepresentation, concealment, or omission of:

The true identity of the end user;
The intended end use;
The lawful eligibility of the purchaser to acquire the Product; or
Any other material fact necessary for compliance.

“End-User” means an individual or entity that acquires Products for their own use or for use by their authorized employees, contractors, or representatives acting within the scope of their duties, and not for Resale, redistribution, or onward supply of any kind.

“Licence” means any Magazine Licence, Vendor Magazine Licence, User Magazine Licence, Distributor Magazine Licence, Fireworks Operator Certificate, or Possession and Acquisition Licence (“PAL”), as required under the Explosives Act and Regulations.

“Order” means any request made to GEI for the supply of Products, regardless of format.

“Products” means any tangible goods sold, supplied, or distributed by GEI, whether explosive, pyrotechnic, controlled, or non-explosive in nature.

“Resale” means any Sale occurring after an initial Sale.

“Sale” means any transfer of Product, together with the transfer or purported transfer of all associated risk and liability, whether or not for consideration, and regardless of the identity or relationship of the parties involved.

“Shipment” means the physical transfer of Products from GEI to the Customer, or to a carrier, employee, agent, or contractor acting on behalf of either party.

“Terms” means these Terms & Conditions and any associated or ancillary policies.

Where capitalized in this document, terms have the meanings assigned to them in these definitions, and include all grammatical variants and tenses (e.g. “Sell” and “Selling” have the same meaning as “Sale”). Uncapitalized terms are used in their ordinary or general sense; however, the use of an uncapitalized term does not necessarily mean that the defined meaning is excluded. Individual sections may also define additional terms applicable only to that section, which will appear in quoted parentheses.

SECTION 2 — GENERAL

2.1 Acceptance of Terms

All Sales are governed exclusively by these Terms. Any deviation, modification, or additional terms proposed by the Customer are rejected unless expressly authorized in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by employees or representatives do not constitute authorization.

2.2 Legal Compliance

The Customer shall fully comply with:

The Act and Regulations,
The Criminal Code of Canada,
The Transportation of Dangerous Goods Act and Regulations (“TDG”),
All applicable provincial, territorial, municipal, county, and local laws.

2.3 Right to Refuse or Cancel Orders

GEI may refuse, restrict, delay, or cancel any Order, at any time, for any reason whatsoever, with or without cause, and without liability to the Customer.

Examples of circumstances that may trigger refusal include, without limitation:

Safety, compliance, regulatory, or licensing concerns;
Suspicious, inconsistent, or unverifiable information;
Concerns about Diversion, misuse, unlawful activity, or improper intent;
Risk to public safety, GEI’s reputation, or the integrity of the supply chain;
Payment concerns or adverse history;
Any other reason GEI considers sufficient in its sole discretion.

Failure to provide information requested by GEI for verification purposes constitutes independent grounds for refusal or cancellation.

2.3.1 Proof of Storage, Licensing, and Eligibility Before Release

GEI may, at any time prior to Shipment, require the Customer to provide satisfactory proof of lawful storage capacity, licensing, transportation capability, or other compliance documentation applicable to the Products being purchased. Shipment will not be released until such verification is completed to GEI’s satisfaction. Failure to provide requested information constitutes independent grounds for refusal, delay, or cancellation of the Order.

2.4 Accuracy of Information

2.4.1 Customer Obligations

The Customer warrants that all information provided—identity, address, licence details, contact information—is accurate and complete. GEI may verify any information at any time.

2.4.2 GEI Information Provided in Good Faith

GEI makes reasonable efforts to provide accurate, current, and reliable information regarding its Products, including safety information, regulatory references, and general guidance. However, GEI does not warrant or guarantee the completeness, accuracy, or continued validity of any such information, nor should it be considered as legal advice.

Laws, regulations, carrier policies, and industry standards may change without notice, and the Customer remains solely responsible for verifying all legal, regulatory, and operational requirements applicable to their purchase, possession, storage, transportation, and use of the Products.

GEI shall not be liable for any loss, damage, or consequence arising from reliance on information that is incomplete, outdated, or subsequently determined to be inaccurate.

2.5 Illegal or Unsafe Use

Products shall not be used unlawfully, dangerously, recklessly, contrary to instructions, in any prohibited manner, or in a manner contrary to these Terms.

2.6 Customer Responsibility for Compliance

GEI assumes no responsibility for the Customer’s storage, Sale, transfer, use, transportation, or disposal of Products.

2.7 Updates to Terms & Conditions

GEI may amend these Terms at any time. Continued purchase or possession constitutes acceptance.

2.8 Authoritative Version

The version of these Terms and Conditions published on GEI’s official website constitutes the only current, valid, and authoritative version. Any printed, downloaded, saved, cached, or archived copies are provided strictly for convenience and may not reflect the most recent updates. In the event of any inconsistency between a non-website copy and the version published on GEI’s website, the website version shall prevail.

2.9 Ancillary Policies and Supplementary Requirements

GEI may issue supplementary policies, procedures, guidelines, notices, instructions, requirements, rules, or other directives (collectively, “Ancillary Policies”) relating to the purchase, possession, storage, handling, transportation, advertising, Sale, Resale, or use of the Products. All Ancillary Policies are binding upon the Customer and form an integral part of these Terms.

Ancillary Policies may be published on GEI’s website, provided directly to the Customer, included with Product documentation, or otherwise communicated in writing. GEI may amend any Ancillary Policy at any time, and continued purchase, possession, or use of the Products constitutes acceptance of such amendments.

In the event of any conflict between an Ancillary Policy and these Terms, the Terms shall prevail unless expressly stated otherwise in a signed writing executed by a GEI Corporate Officer.

SECTION 3 — SALE, POSSESSION, AND USE OF CONTROLLED PRODUCTS

This Section governs all regulatory, licensing, storage, handling, transfer, possession, Sale, Resale, and use obligations applicable to all Controlled Products sold or supplied by GEI.

3.1 General Conditions for All Controlled Products

The following conditions apply to all Controlled Products:

The Customer shall comply strictly with all applicable laws and regulations, including federal, provincial, territorial, municipal, regional, and local laws and regulations.
The Customer shall implement reasonable measures to prevent unauthorized access, Diversion, or theft.
GEI reserves the right to deny or restrict Sales at any time due to actual or suspected:
- Criminal use;
- Intentional misuse, whether planned or previously committed;
- Diversion, attempted Diversion, or circumvention;
- Non-compliance with these Terms or applicable law.
The Customer shall not repackage, alter, deface, break-up, or unmake Controlled Products, except:
- Breaking up case lots to Sell Products individually;
- As a Pyrotechnician of the requisite level, use Controlled Products in quantities other than as packaged or in combination with other effects to produce Special Purpose Pyrotechnics;
- As a blaster, use Industrial Explosives in quantities other than as packaged;
- Other uses similar to the above where permitted by the Act and Regulations.
A Division 1 Factory Licence or a Division 2 Factory Licence or Manufacturing Certificate may be substituted for a Magazine Licence under these Terms where permitted by the Act and Regulations.
The Customer shall comply with all record-keeping and reporting obligations required under the Act and Regulations, and under Section 13 (Record-Keeping and Inspection) and Section 14 (Distribution and Retail) of these Terms.
The Customer shall ensure that any employees, sales staff, representatives, or other persons involved in the handling, storage, display, transfer, or Sale of the Products are adequately informed and trained regarding all applicable legal requirements, eligibility criteria, storage obligations, safety considerations, fire risk conditions, and proper use of the Products.
The Customer shall provide accurate and lawful information to End-Users and shall not make, permit, or tolerate any statements, representations, or advice that are inaccurate, misleading, unsafe, contrary to GEI’s instructions or warnings, or that encourage misuse of the Products.

3.1.1 Participation by Others (Permitted Use)

For clarity, nothing in this Section prohibits other individuals from assisting, participating in, or being present during the lawful use of a Product, nor does it prohibit the use of a Product by an employee, contractor, or other authorized representative of a Customer acting within the scope of their duties. The following conditions apply:

For individual consumers, the Customer must remain in care, control, and possession of the Product, and any use by others must occur under the Customer’s direct supervision;
For organizational or commercial Customers, the Product may be used by authorized personnel designated by the Customer, provided that possession and use remain internal to the organization and do not constitute Resale or external supply;
The Product is not transferred, given, lent, or supplied to any unrelated person or entity for independent possession, storage, or use;
All use remains compliant with GEI’s instructions, warnings, safety requirements, all applicable laws and regulations, and all other obligations set out in these Terms.

Participation under supervision or authorized internal use does not constitute Resale, redistribution, Diversion, or transfer under these Terms.

3.2 Industrial Explosives — Types E.1, E.2, E.3, and I

3.2.1 Governing Body

All Sales of Industrial Explosives shall be governed by Part 11 of the Explosives Regulations, 2013.

3.2.2 Sales Without a Magazine Licence

No unlicensed Sales of Industrial Explosives.

3.2.3 Sales With a Magazine Licence

Magazine Licence holders must:

Provide a copy of their Licence showing the number, expiry, authorized classes, and permitted capacity;
Inform GEI of any changes to their Licence;
Only purchase classes and quantities permitted;
Not exceed licensed storage capacity;
Store Industrial Explosives in the magazine specified in their Licence;
Resell Product only if permitted by their Licence and these Terms, Sell only to appropriately licensed entities, and comply with all record-keeping requirements of the Act and Regulations and the record-keeping obligations under these Terms.
Not display Industrial Explosives for sale.

3.3 Special Purpose Explosives — Types S.1 and S.2

3.3.1 Governing Body

All Sales of Special Purpose Explosives shall be governed by Part 13 of the Explosives Regulations, 2013.

3.3.2 Sales Without a Magazine Licence

A Customer without a Magazine Licence must:

Be a minimum of 18 years of age;
Provide valid government-issued ID showing photo, name, date of birth, and address;
Provide a valid PAL for reactive targets.

Additional restrictions:

Sales are for the Customer’s own use only and not for Resale, redistribution, onward supply, or transfer to any other person or entity;
Maximum quantities per transaction:
- Type S.1: 1,000 kg to any location other than a dwelling, or 40 kg to a dwelling;
- Type S.2: 20 kg;
- Type S.2 reactive targets: 6 kg;
- Shipping must be to the address shown on the ID.

3.3.3 Sales With a Magazine Licence

Magazine Licence holders must:

Provide a copy of their Licence showing the number, expiry, authorized classes, and permitted capacity;
Inform GEI of any changes to their Licence;
Only purchase classes and quantities permitted;
Not exceed licensed storage capacity;
Store Special Purpose Explosives in the magazine specified in their Licence;
Resell Product only if permitted by their Licence and these Terms, Sell only to appropriately licensed entities (when required by law), and comply with all record-keeping requirements of the Act and Regulations and the record-keeping obligations under these Terms.
Not display Special Purpose Explosives for sale.

Additional restrictions for the Customer holding a:

User Magazine Licence — NO Resale permitted.
Retailer Magazine Licence — may Resell to individuals and User Licensees.
Distributor Magazine Licence — may Resell to Users, User Licensees, and Retailers.

3.4 Special Effect Pyrotechnics — Type F.3, and when used for special effects E.1, F.4, I, P.1, P.2, S.1, and S.2

3.4.1 Governing Body

All Sales of Special Effect Pyrotechnics shall be governed by Part 17 of the Explosives Regulations, 2013.

3.4.2 Sales Without a Magazine Licence

A Customer without a Magazine Licence must:

Be a minimum of 18 years of age;
Provide valid government-issued ID showing photo, name, date of birth, and address;
Provide a valid Pyrotechnician certificate, Senior Pyrotechnician certificate, Special Effects Pyrotechnician certificate, or Special Effects Pyrotechnician—Detonating Cord certificate, or PAL, according to the Product being purchased.

Additional restrictions:

Sales are for the Customer’s own use only and not for Resale, redistribution, onward supply, or transfer to any other person or entity;
Maximum quantity per transaction determined as per the Regulations according to the Product being purchased;
No Resale, transfer, or distribution is permitted;
Shipping must be to the address shown on the ID.

3.4.3 Sales With a Magazine Licence

Magazine Licence holders must:

Provide a copy of their Licence showing the number, expiry, authorized classes, and permitted capacity;
Inform GEI of any changes to their Licence;
Only purchase classes and quantities permitted;
Not exceed licensed storage capacity;
Store Special Effect Pyrotechnics in the magazine specified in their Licence;
Resell Product only if permitted by their Licence and these Terms, Sell only to appropriately licensed entities (where required), and comply with all record-keeping requirements of the Act and Regulations and the record-keeping obligations under these Terms.
Not display Special Effect Pyrotechnics for sale.

Additional restrictions for the Customer holding a:

User Magazine Licence — NO Resale permitted.
Retailer Magazine Licence — may Resell to individuals and User Licensees.
Distributor Magazine Licence — may Resell to Users, User Licensees, and Retailers.

3.5 Export Sales

GEI retains exclusive responsibility for arranging all exports of Products in order to ensure adherence to applicable regulatory requirements and insurance conditions.

3.5.1 United States of America Customers

Customers in the USA must provide a copy of their state certificate or permit, Federal Explosives License, or any other relevant certificate or permit as the case may be.

3.5.2 International Customers

International Customers must provide copies of all relevant certificates, permits, licences, or authorizations required under the laws of their country for the import, possession, storage, sale, or use of explosives.

3.5.3 Eligibility

All international Orders are subject to an eligibility review prior to Sale, including but not limited to:

The Customer’s demonstrated ability to safely, securely, and lawfully possess, store, Sell, and use explosives;
The political stability, security environment, and risk profile of the export destination;
The legal and regulatory framework governing the import, possession, storage, Sale, and use of explosives in the destination country.

All international Orders remain subject to GEI’s sole discretion. GEI may refuse, delay, or cancel any export Order for any reason, including where regulatory, safety, security, insurance, or compliance concerns exist.

3.5.4 Prohibited Destinations

Sales of Controlled Products are prohibited to any destination subject to the ECL, ACL, UN embargoes, or Canadian SEMA sanctions, including but not limited to the following nations, whether directly, indirectly, through intermediaries, or through any subsequent Resale or transfer by a Customer:

Afghanistan (Taliban-controlled);
Belarus;
Central African Republic;
Democratic Republic of the Congo (DRC);
Iran;
Libya;
Myanmar (Burma);
North Korea;
Russia (including Kaliningrad);
Somalia;
South Sudan;
Sudan;
Syria;
Yemen.

3.6 Law Enforcement Agencies and Military

3.6.1 Governing Body

All Sales of Controlled Products to Law Enforcement Agencies or Military customers shall be governed by the Act and Regulations, subject to exemptions as the case may be.

3.6.2 Sales Without a Magazine Licence

Federal departments, including the Department of National Defence, the Canadian Armed Forces, and eligible visiting Armed Forces, may purchase Controlled Products without a Magazine Licence when acting under lawful authority in accordance with the Act and Regulations. Proof of affiliation is required.

3.6.3 Sales With a Magazine Licence

Magazine Licence holders must:

Provide a copy of their Licence showing the number, expiry, authorized classes, and permitted capacity;
Inform GEI of any changes to their Licence;
Only purchase classes and quantities permitted;
Not exceed licensed storage capacity;
Store Controlled Products in the magazine specified in their Licence;
Not Resell Controlled Products without written authorization from GEI.

3.7 End-User Obligations and Assumption of Risk

3.7.1 General Use Obligations

End-Users must handle, store, transport, assemble, operate, and dispose of all Products in accordance with:

Applicable federal, provincial/territorial, and municipal laws;
All warnings, instructions, and guidance provided by GEI;
The Act and Regulations, TDG Regulations, and any other regulatory requirements relevant to the Product type;
Commonly accepted safe practices for hazardous, energetic, pyrotechnic, chemical, or mechanical materials, as applicable.

Use of any Product in a manner inconsistent with these requirements constitutes misuse and a breach of these Terms.

3.7.2 Prohibited Activities

End-Users shall not engage in any of the following activities under any circumstances:

Reselling, redistributing, transferring, supplying, gifting, or otherwise providing Controlled Products to any other person or entity, whether for consideration or not. End-Users are not Retailers or Distributors under Section 14 (Distribution and Retail) and are strictly prohibited from any resale or onward supply of Controlled Products. Activities permitted under Section 3.1.1 (Participation by Others) do not constitute Diversion, Resale, transfer, or distribution and therefore do not create an exception to this prohibition.
Modifying, altering, repackaging, reconfiguring, disassembling, or repurposing any Controlled Products, including combining it with other substances, devices, or components, except where expressly permitted by GEI’s published instructions or the Act and Regulations.
Using any Controlled Products for any purpose other than its intended and lawful purpose, or in any manner inconsistent with GEI’s instructions, labeling, warnings, technical guidance, or the Act and Regulations.
Storing any Controlled Products in any manner, location, or container that does not comply with the Act and Regulations, including temporary or informal storage locations not designed, approved, or secured for Controlled Products.
Storing, transporting, activating, or otherwise handling any Controlled Products in an unlawful, unsafe, careless, or hazardous manner, including in environments involving excessive heat, inadequate security, proximity to structures or persons or vulnerable places, confined spaces, drought conditions, elevated fire danger, or other circumstances that create an unreasonable risk to persons, property, or the environment.
Bypassing, ignoring, defeating, or disabling any safety feature, precaution, mandatory guideline, or structural packaging element provided by GEI.
Engaging in any activity intended to obscure, evade, or circumvent any legal, regulatory, licensing, or record-keeping requirement applicable to Controlled Products.
Abandoning, discarding, caching, concealing, or otherwise leaving any Controlled Products unattended, unsecured, or outside the End-User’s immediate control, whether temporarily or permanently.
Improperly disposing of any Controlled Products, including disposal in the environment, refuse, waterways, structures, or other locations not expressly authorized by applicable law or GEI’s instructions.
Burying, freezing, submerging, embedding, hiding, or storing any Controlled Products in the ground, ice, snow, water, vegetation, structures, or other environments in a manner that results in the Product being left behind, inaccessible, unattended, or unsecured.
Leaving any Controlled Products at a range, outdoor location, private or public property, or test site for later use, retrieval, detonation, or activation.
Failing to retrieve, secure, or lawfully dispose of unused, partially used, damaged, or misfired Controlled Products immediately following use or attempted use.

Violation of this Section constitutes misuse, voids all warranties under Section 6 (Product Warranty), and may trigger indemnification obligations under Section 7 (Indemnification).

3.7.3 Responsibility for Safe Operation

End-Users are solely responsible for:

Maintaining proper care, custody, and control of any Controlled Product at all times, from the time of purchase through final lawful use or lawful disposal.
Ensuring that no Controlled Product is abandoned, cached, concealed, discarded, or otherwise left unattended or unsecured, and that all Controlled Products remain within the End-User’s immediate control or lawful storage at all times.
Ensuring the safe, lawful, and intended operation of any Controlled Product.
Preventing access to Controlled Products by minors or unauthorized persons.
Ensuring all relevant licensing or permitting obligations are met for all pertinent jurisdictions.
Maintaining appropriate safety distances, protective measures, and situational awareness.
Preventing injury or death to persons, preventing injury or death to animals, and preventing damage to property or the environment during Controlled Product use.
Ensuring proper environmental and site conditions for Controlled Product use.
Ensuring that any unused, partially used, damaged, or misfired Controlled Products are promptly secured and lawfully used, returned, or disposed of in accordance with the Act and Regulations and GEI’s instructions, and are not unlawfully or improperly disposed of.
Complying with all storage, handling, and security requirements under the Act and Regulations, and ensuring that Controlled Products are not stored in unsafe, careless, temporary, or informal locations not designed, approved, or secured for Controlled Products.

Failure to follow these requirements voids all warranties under Section 6 (Product Warranty), and GEI assumes no liability for any resulting damage under Section 8 (Limitation of Liability).

3.7.4 Reporting Obligations

End-Users must promptly report to GEI:

Any suspected defect, malfunction, or abnormal behaviour in a Product;
Any loss, theft, Diversion, or unauthorized access;
Any incident or injury arising from Product use.

Reporting does not create any duty or obligation on GEI beyond those expressly stated in these Terms.

3.7.5 Assumption of Risk

To the fullest extent permitted by law, the End-User acknowledges and agrees that:

All Products carry inherent risks associated with energetic, chemical, mechanical, pyrotechnic, or hazardous materials;
The End-User voluntarily assumes all risks associated with the handling, storage, use, assembly, activation, operation, or disposal of the Products;
GEI is not responsible for any loss, injury, property damage, or other harm arising from the End-User’s use or misuse of any Product, in accordance with Section 8 (Limitation of Liability);
The End-User’s use of any Product constitutes acceptance of these Terms, including all limitations, exclusions, warranties, and indemnification requirements under Section 7 (Indemnification).

This Assumption of Risk applies regardless of whether the Product is used alone or in combination with other equipment, tools, materials, or third-party components.

3.7.6 Cross-References and Integration

The obligations set out in this Section apply concurrently with:

Section 6 (Product Warranty);
Section 7 (Indemnification);
Section 8 (Limitation of Liability);
Section 13 (Record-Keeping and Inspection);
Section 14 (Distribution and Retail), where applicable.

In the event of conflict, the provisions most protective of GEI shall govern.

SECTION 4—ORDERING AND PAYMENT TERMS

4.1 Payment Terms

GEI may require satisfaction of payment, documentation, licensing, compliance, and shipping requirements before release of any Order. Unless expressly stated otherwise, all deadlines, payment periods, and references to days elapsed are measured in calendar days, inclusive of weekends and statutory holidays.

4.1.1 Standard Credit Terms

All invoices are Due Upon Receipt and must be paid before Shipment unless written extended credit terms are approved.

4.1.2 Extended Credit Terms

GEI may extend credit terms to established Customers but is under no obligation to do so. Any extension of credit is granted strictly at GEI’s sole discretion and may be subject to satisfactory completion of GEI’s credit approval process, which may include but is not limited to: credit checks, verification of trade references, bank references, financial statements, proof of business registration, payment history review, and assessment of the Customer’s purchasing activity.

GEI may impose credit limits, modify or revoke credit terms at any time, or require additional security, guarantees, or updated financial information as a condition of maintaining credit. GEI may, at its discretion, place the Customer on hold or revert the Customer to prepaid terms if payment concerns, adverse credit information, or risk indicators arise. All decisions regarding approval, extension, continuation, or termination of credit terms are final and made at GEI’s sole discretion.

GEI may require a personal guarantee from the Customer’s principals as a condition of extending or maintaining credit.

4.1.3 Commencement of Extended Credit Terms

For invoices issued under extended credit terms, the Customer’s payment period begins on the date the Order is shipped, irrespective of delivery date or the date the invoice is received.

4.1.4 Pricing, Taxes, Currency, and Associated Financial Charges

Unless expressly stated otherwise in writing, all prices are quoted in Canadian Dollars (CAD) and are exclusive of all applicable taxes, duties, levies, customs charges, brokerage fees, import or export charges, and other governmental fees. The Customer is solely responsible for all such amounts in connection with the purchase, import, export, or delivery of the Products.

If the Customer remits payment in a currency other than CAD, or if the Customer’s financial institution applies any conversion rate, spread, transfer charge, wire fee, or other banking or payment-processing fee, the Customer is solely responsible for all such charges. Any shortfall caused by currency conversion, exchange-rate fluctuations, or payment-processing deductions shall be deemed unpaid and must be remitted by the Customer upon request.

GEI may adjust prices at any time without notice for future Orders. Any written quotation issued by GEI is valid only for the period stated on the quotation or, if no period is stated, may be withdrawn by GEI at any time prior to acceptance of the Order.

4.1.5 Full Net Payment Required

All payments must be received by GEI in full, net of all fees, charges, deductions, or processing costs. The Customer is solely responsible for ensuring that the amount received by GEI equals the invoiced amount, without reduction for credit-card fees, currency conversion charges, foreign-exchange spreads, wire fees, intermediary bank fees, cross-border fees, chargebacks, payment-processor deductions, or any other financial charges imposed by the Customer’s bank or payment service provider. Any shortfall shall be deemed unpaid and must be remitted by the Customer upon request.

4.1.6 Temporary Suspension or Modification of Credit Terms

GEI may temporarily suspend, modify, or revoke any extended credit terms at any time, without fault on the part of the Customer, where GEI determines in its sole discretion that market conditions, supply chain instability, financial risk, industry-wide disruption, or other external factors materially increase GEI’s exposure or make continued credit terms imprudent. During any such suspension, GEI may require payment in full prior to Shipment, limit Order quantities, or implement other reasonable risk-mitigation measures. Such actions do not constitute termination of the Customer’s account or relationship with GEI, and extended credit terms may be reinstated at GEI’s discretion.

4.2 Late Payments

4.2.1 Commencement of Late Payments

Payment will be deemed to be late if not received by GEI on or before the due date, at which point the invoice becomes past due.

4.2.2 Interest

Interest (“late fees”) shall begin to accrue on past due invoices 14 days after the due date at a rate of 3% for every 30 calendar days that elapses without payment. Partial payments on Past Due invoices shall first be applied to accrued interest and then to the oldest outstanding principal balance. Interest shall continue to accrue on any remaining overdue principal until paid in full.

4.2.3 Suspension of Extended Credit Terms

Extended credit terms shall be suspended upon any invoice reaching 31 or more days past due, or upon the Customer having, in total, three invoices that have become past due at any point in time. The Customer must prepay all Orders until reinstated.

4.3 Invoices

Invoices are emailed to the Customer through QuickBooks in advance of Shipment, and will indicate the due date, payment terms, and any special arrangements. GEI may send payment reminders, but is not obligated to do so.

4.3.1 Customer Obligations

The Customer shall:

Ensure payment is dispatched to arrive on-time, defined as the full amount of the invoice either being electronically deposited into GEI’s bank account, or a cheque received by GEI, on or before the due date.
Ensure any email addresses provided for invoicing are up-to-date and accurate to avoid misroutes, delays, or delivery errors.

4.3.2 Tracking Numbers

Upon Shipment, invoices will be updated with tracking numbers when practicable. The Customer may see this tracking number by clicking on the QuickBooks link sent in the original email.

4.4 Shipment of Goods

For a Customer with extended credit terms, Orders shall be Shipped as soon as reasonably possible upon acceptance by GEI. For a Customer without extended credit terms, Orders must be paid in full prior to Shipment.

4.5 Making Payments

4.5.1 Payment Methods

We accept the following payment methods:

Interac eTransfer, aka Email Money Transfer (EMT)
Electronic Funds Transfer (EFT)
Cheque or money order

We do not normally accept credit cards.

4.5.2 Rejected Payments

Rejected payments or cheques returned as insufficient funds (NSF) shall incur a $40.00 fee.

4.6 Collection Costs

In addition to interest under Section 4.2 (Late Payments), the Customer shall reimburse GEI for all reasonable costs of collection incurred in recovering any overdue amounts. Such costs may include, without limitation, internal administrative costs, collection agency fees, court costs, and legal fees on a solicitor-and-client basis.

4.7 No Set-Off

The Customer shall pay all invoices in full and shall not set off, withhold, backcharge, or deduct any amounts claimed or alleged to be owing by GEI, except where such set-off or deduction has been expressly authorized in a signed writing executed by a GEI Corporate Officer.

4.8 Retention of Title and Security Interest

Title to the Products shall pass to the Customer only upon GEI’s receipt of full payment of all amounts owing for those Products. Until such payment is received, GEI retains a purchase-money security interest in the Products to secure payment. The Customer shall, where reasonably practicable, hold such Products separate from other goods, clearly identify them as GEI’s property, and shall not pledge, encumber, or grant any security interest in them other than in favour of GEI, except in the ordinary course of lawful resale. The Customer shall execute any documents reasonably required by GEI to perfect or register such security interest, where applicable.

4.9 Orders, Payment Timelines, and Fees

4.9.1 Scope

This Section applies only to Customers who do not have extended credit terms with GEI. Customers with extended credit terms remain governed by the Section 4.1.3 (Commencement of Extended Credit Terms).

4.9.2 Order Commitment

Any request to purchase Products—whether made verbally, by phone, email, electronic order, or in writing—constitutes an Order once GEI confirms availability or begins allocating inventory, production time, or packaging to that Customer. Placing an Order constitutes the Customer’s binding commitment to purchase unless expressly identified as a quotation or non-binding inquiry.

4.9.3 Required Payment Timeline

Customers without extended credit terms must remit full payment within ten (10) days of GEI issuing an invoice or payment request, unless a different timeline is stated in writing by GEI. Failure to remit full payment within this timeframe constitutes a payment delay and a failure to satisfy Customer payment obligations.

Partial payments do not reserve Products, extend delivery timelines, or reset the required payment timeline and shall not constitute satisfaction of payment obligations. Orders affected by payment delays may be treated as Stalled Orders under Section 4.9.5.

4.9.4 Customer Documentation and Compliance Requirements

In addition to payment obligations, Customers must provide all documentation, licensing, authorizations, shipping details, dealer information, regulatory declarations, and other information reasonably required by GEI to lawfully and safely release or ship Products.

GEI shall not be obligated to release or ship Products where required documentation or compliance information is incomplete, inaccurate, expired, unverifiable, or otherwise insufficient, or where shipment would violate applicable law, regulatory requirements, licensing restrictions, transportation regulations, safety requirements, or GEI internal compliance policies.

4.9.5 Stalled Orders

Satisfaction of Customer payment obligations under Section 4.9.3 and Customer release requirements under Section 4.9.4 shall be conditions precedent to GEI’s obligation to release or ship Products.

An Order shall be deemed Stalled if, after the applicable payment timeframe or any alternate timeframe specified by GEI in writing, any of the following occurs:

Full payment has not been received; or
Required documentation, licensing, or other Customer-provided compliance or shipping information has not been provided, remains incomplete, or is inaccurate or unverifiable.

Where an Order is Stalled, GEI may, at its sole discretion:

Suspend fulfillment;
Release the Products back to inventory;
Cancel the Order;
Retain or refund partial payments;
Apply partial payments as an account credit;
Require updated or replacement documentation prior to accepting or fulfilling future Orders.

4.9.6 Storage Fees for Delayed or Stalled Orders

If an Order is Stalled due to non-payment or prolonged partial payment, GEI may charge reasonable storage fees beginning on the eleventh (11th) day after the initial payment request. Storage fees may include costs related to warehousing, segregation of regulated goods, packaging materials, palletization, or administrative handling.

4.9.7 Restocking Fees for Cancelled Orders

If an Order is cancelled—whether by GEI due to non-payment or delay, or by the Customer for any reason—GEI may charge a restocking fee of up to 15% of the Order value, or a higher amount where additional handling, packaging, or regulatory compliance costs were incurred. Restocking fees may be deducted from any partial payments previously made. Any remaining balance after deductions will be refunded or credited at GEI’s discretion.

4.9.8 Future Ordering Restrictions

GEI may require deposits, full prepayment, mandatory prepay terms, or decline future Orders from any Customer who repeatedly fails to pay within the required timeframe, delays payment through partial installments, continually cancels Orders, or causes Orders to remain stalled.

SECTION 5 — SHIPPING AND DELIVERY

5.1 Costs

5.1.1 Customer Obligations

The Customer is responsible for all freight and delivery costs, except when other arrangements have been made in writing by GEI.

5.1.2 Cost of Freight

GEI shall attempt to procure the most reasonable freight rate as a priority over speed of delivery, unless otherwise informed by the Customer.

5.1.3 Accessorial Services

Freight rates are provided as quoted only for actual freight, fuel surcharge, and taxes, without accessorial service charges considered. The Customer is obligated to:

Inform GEI in advance of Ordering if any accessorial service is or may reasonably be required, including but not limited to:
- Tailgate;
- Inside delivery;
- Call ahead;
- Hold for pickup;
- Rural delivery;
- Residential delivery;
- Beyond destination;
- Re-delivery;
- Trade show.
Decline accessorial services upon delivery and before the service is rendered by the carrier, by immediately notifying the driver, if the Customer chooses not to accept the accessorial (for example, choosing to hand-unload a Shipment rather than allowing the carrier to use the vehicle’s tailgate).
Pay GEI, upon invoice, for any accessorial service that the carrier deemed necessary to complete delivery.
Notify GEI within 24 hours if an accessorial service was rendered by the carrier which the Customer believes may have been unnecessary or frivolous.

Any accessorial services rendered shall be billed to the Customer after delivery. GEI may, at its discretion, attempt to dispute accessorial charges it believes to be unnecessary or frivolous; however, the outcome of such disputes cannot be guaranteed, and the Customer remains fully responsible for the charge if the carrier declines the dispute.

5.1.4 Odd-Sized Shipments

A surcharge shall apply to any Order quantity that results in an odd-sized skid when a full cube configuration is possible. The surcharge reflects the additional materials, labour, and handling required to properly stabilize and secure non-standard skids for transport.

For example, THUNDERSHOT® targets are normally shipped in layers of 22 cases. An Order of 80 cases rather than 88 cases would incur the surcharge.

5.1.5 Dangerous Goods

Shipments containing dangerous goods shall be packaged and shipped in compliance with the TDG Regulations. GEI will attempt to leverage exemptions wherever possible to reduce costs, however acceptance of exemptions are strictly up to the carrier and the Customer shall ultimately be responsible for all additional costs associated with shipping dangerous goods.

5.2 Shipping Arrangements

GEI will arrange freight for all Shipments leaving our facility unless other arrangements have been made with, and approved in advance by, GEI.

5.2.1 Customer Obligations

The Customer is responsible for providing and maintaining current, accurate information concerning shipping addresses, contact names, telephone numbers, unloading capabilities (e.g. tailgate required), and days and hours of operation to GEI to ensure timely delivery. The Customer shall bear the costs for any redelivery attempts necessary due to missing or inaccurate shipping information.

5.2.2 Customer Arrangements

The Customer may arrange for their own freight with advance notice and approval under the following conditions:

Only Shipments of non-dangerous goods are eligible;
Shipments must be approved for release by GEI Accounting based on the customer’s financial terms with GEI;
All shipping documentation must be provided to GEI a minimum of 24 hours in advance of the pickup date and time;
The Customer is responsible for the accuracy and completeness of all shipping documentation;
A pickup date and time window must be arranged and approved in advance by GEI.

Unscheduled pickups or pickups for Shipments not yet released by GEI Accounting will be turned away and the Customer shall be responsible for any cancelled pickup costs.

5.3 Responsibility, Liability, and Insurance

5.3.1 GEI-Arranged Shipments

For Shipments arranged by GEI, responsibility and liability for the goods shall remain with GEI until delivery has been completed by the carrier, defined as each portion of the Shipment having been unloaded from the carrier vehicle and rested on a solid surface, whether mechanically or by hand, and the breaking of final contact by the carrier employee.

5.3.2 Customer Contact

Where a Customer opts to unload goods from a carrier vehicle themselves, GEI’s responsibility and liability for the goods end once physical contact of the goods has been made by the Customer or their employee, agent, or contractor, whether mechanically or by hand, to any portion of the Shipment (for example, damages to product made by a customer-operated forklift will not be covered by GEI or the carrier).

5.3.3 Customer-Arranged Shipments

For Customer-arranged Shipments, GEI’s responsibility and liability for the goods ends as each portion of the Shipment is loaded onto the carrier’s vehicle, defined as that portion having been completely placed within the carrier vehicle and the breaking of final contact with it by the GEI employee. The Customer shall be solely responsible for obtaining and maintaining any desired insurance coverage for such Shipments, and GEI shall bear no responsibility for loss, damage, or delay once any portion of the goods has been loaded in accordance with this subsection.

5.3.4 Pickups

For Customer direct pickups from GEI’s facility, whether by the Customer themselves, an employee, or a carrier arranged by the Customer, GEI’s responsibility and liability ends as soon as the Customer or their agent makes physical contact with the goods, whether or not the goods are still in the hands of a GEI employee, upon GEI property, or upon GEI loading equipment (e.g. pallet, pallet jack, cart, forklift, etc.).

5.3.5 Insurance

Insurance for Shipments is provided only under the carrier’s general policy by default. Additional insurance on Shipments shall be at the Customer’s request and expense. GEI does not act as an insurer and shall not be liable for any loss or damage beyond the limits of the carrier’s policy unless otherwise agreed in writing.

5.3.6 High-Value Shipments and Troublesome Lanes

For high-value Shipments, or for routes or destinations with a history of elevated claims, GEI may, at its discretion, obtain additional insurance on the Shipment. GEI will make reasonable efforts to notify the Customer in advance. The Customer shall be responsible for the cost of such additional insurance. If the Customer declines additional insurance, they shall hold GEI and the carrier harmless, jointly and severally, for any loss or damage sustained in transit, and waive any right to claim compensation for such loss or damage.

5.4 Delivery

5.4.1 Customer Obligations

The Customer shall be prepared to receive the Shipment on the scheduled day of delivery. If the Customer is unable to accept delivery, they must notify the carrier or GEI in advance.

5.4.2 Accessorial Services

Accessorial services necessary to complete delivery, such as tailgate service, may be rendered by the carrier at their discretion. The Customer is encouraged to inquire with the carrier as to the costs involved prior to the accessorial service being provided.

5.4.3 Unloading

The Customer may opt to unload goods from the carrier’s vehicle themselves, subject to Section 5.3.2 (Customer Contact).

5.4.4 Inspection

The Customer shall examine the delivered goods for any loss or damage immediately upon delivery. Any visible loss or damage must be noted on the carrier’s Bill of Lading at the time of delivery, and reported as per Section 5.6 (Claims).

5.5 Condition of Goods

5.5.1 Preparation of Shipments

GEI shall pack and prepare all goods for Shipment using reasonable care and methods appropriate to the nature of the goods. Packaging methods and materials shall be determined solely at GEI’s discretion based on practicality, availability, and the intended mode of transport.

5.5.2 Disclaimer

Except when required by law, GEI is not obligated to employ any specific packaging or preparation method and the omission of any particular measure shall not constitute negligence or create liability for damage, loss, or delay once goods have been tendered to the carrier.

5.5.3 Dangerous Goods

Shipments containing dangerous goods, as defined by the Transportation of Dangerous Goods Act and its Regulations, shall be prepared in compliance with those acts and regulations. Such Shipments may incur additional charges for compliant packaging, documentation, safety marks (placards), training, certification, and/or carrier surcharges. GEI will attempt to notify the Customer in advance of any such additional charges.

5.6 Claims

5.6.1 Procedure

Claims for loss or damage must follow these procedures to be eligible for consideration. The Customer is encouraged to contact GEI promptly for guidance to ensure proper documentation and processing.

Photographs of loss or damage must be taken immediately upon discovery, ideally while the delivery driver remains at the delivery location.
Any visible loss or damage must be noted on the Bill of Lading provided by the carrier’s driver, and a copy retained by the customer.
Claims for loss or damage must be reported to GEI within 24 hours of receipt of goods.
Copies of the Bill of Lading and all photographs must be provided to GEI.
For parcel Shipments delivered without signature (“contactless delivery”), photographs should be taken immediately upon discovery of any loss or damage, and GEI notified as soon as practicable.

5.6.2 Assessment and Salvage

The Customer shall provide GEI with a reasonable assessment of damaged goods, including photographs and descriptions sufficient to determine whether any items are salvageable. GEI retains sole discretion to determine whether damage is minor or cosmetic and does not affect product quality, safety, or usability. Products deemed salvageable may be retained by the Customer for resale or use; no credit will be issued for such goods. Items deemed unsalvageable shall, at GEI’s discretion, either be disposed of by the Customer according to the product’s instructions or returned to GEI for disposal. GEI’s determination regarding salvageability or credit eligibility shall be final and binding.

For clarity, GEI’s determination that any damaged Product is salvageable does not constitute a representation or warranty regarding Product performance, suitability, or compliance, nor does it imply any admission of defect or liability. Salvage determinations are operational assessments only and are not part of GEI’s warranty obligations under Section 6 (Product Warranty).

5.6.3 Claims Process and Compensation

GEI will initiate and manage the carrier’s claims process. Any compensation issued by the carrier shall be paid directly to GEI.

5.6.4 Customer Compensation

GEI may, at its discretion, issue a credit note to the Customer for the value of the lost or damaged product, except where Section 5.3.6 (High-Value Shipments and Troublesome Lanes) of this policy applies. Unless otherwise arranged, the credit note will be applied to the Customer’s next Order.

5.6.5 Loss, Theft and Tampering

In cases of tampering, loss, or suspected theft, the Customer must notify GEI and their local police service. The Customer must also file an incident report with Natural Resources Canada – Explosives Regulatory Division, either through the Electronic Licence Management System or using Form F07-01 (Incident Report) available on NRCan’s website.

SECTION 6 — PRODUCT WARRANTY

6.1 Limitations

To the extent permitted by law, this warranty and the remedies set out herein are exclusive and replace all other warranties, remedies, and conditions, whether oral, written, statutory, express, or implied. GEI disclaims all statutory and implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and warranties against hidden or latent defects, to the extent permitted by law. Where such warranties cannot be disclaimed, GEI limits their duration and available remedies to the duration of this express warranty and, at GEI’s option, the repair or replacement services described herein. Certain jurisdictions do not permit limitations on the duration of implied warranties or conditions; therefore, the above limitation may not apply.

No GEI reseller, agent, partner, or employee is authorized to make any modification, extension, or addition to this Warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. This Warranty is governed by and construed under the laws of the Province of Manitoba and the federal laws of Canada applicable therein. GEI or its successor in title is the warrantor under this Warranty.

6.2 Products

6.2.1 Applicability

These Terms cover all Products manufactured by GEI.

6.2.2 Third-Party Products

From time to time, GEI may resell products manufactured by third parties. Unless expressly stated otherwise in a signed writing executed by a GEI Corporate Officer, such third-party products are provided “as is” and are subject only to the original manufacturer’s warranty, if any. GEI makes no additional warranties, express or implied, with respect to third-party products and shall have no liability for any defects, failures, or performance issues relating to such products beyond passing through any applicable manufacturer’s warranty to the extent permitted.

6.3 Coverage

GEI warrants its Products against defects in materials and workmanship when used normally in accordance with published instructions and guidelines and regulatory controls for a period of ONE (1) YEAR from the date of original retail purchase by the End-User purchaser (“Warranty Period”). GEI’s published instructions and guidelines include but are not limited to information contained in product labels, technical specifications, print and online literature, as well as these Terms. Regulatory controls include but are not limited to the Act and Regulations, and the Criminal Code of Canada.

6.4 Exclusions

This Warranty does not apply:

To Product performance, including but not limited to failure to detonate, deflagration, partial detonation, or incomplete function in whole or in part;
To Product used contrary to its intended purpose;
To Product used contrary to any law or regulation;
To Product stored or used contrary to any instructions or guidelines;
To cosmetic damage, including but not limited to scratches and dents unless failure has occurred due to a defect in materials or workmanship;
To damage caused by accident, abuse, misuse, fire, earthquake or other external cause;
To a Product that has been altered or modified to change its functionality or capability;
To defects caused by normal wear and tear or otherwise due to the normal aging of the Product;
To Product which has had any lot code, manufacturing date, serial number, or other identifying mark removed or defaced;
If the claimant is ineligible by Canadian law to possess the Product; or
If the claimant cannot prove in any way that they are the authorized user of the Product (e.g. by presenting proof of purchase).

6.4.1 Shipping Delays and Carrier Actions

Shipping delays, missed delivery windows, carrier errors, misrouting, or any other actions or omissions by carriers or third-party logistics providers do not constitute defects or non-conformities under this Warranty. GEI shall have no obligation to replace or compensate for Products delayed or mishandled in transit except as provided under Section 5 (Shipping and Delivery).

6.5 Remedy

If during the Warranty Period a claim is submitted to GEI in accordance with this warranty, GEI will, at its option:

Repair the Product if safe and practical;
Replace the Product with the same model or a product that has similar functionality or performance; or
Exchange the Product for a refund of the purchase price.

When a Product is replaced or a refund provided, any replacement item becomes the property of the claimant and the replaced or refunded item becomes GEI’s property.

6.6 Limitation of Liability

Except as provided in this Warranty and only to the extent permitted by applicable law, GEI is not responsible for any direct, special, incidental, or consequential damages arising from any breach of warranty, breach of condition, or under any other legal theory. This includes, without limitation: loss of use; loss of revenue; loss of actual or anticipated profits (including loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, or damage to, structures, property, or real estate; any indirect or consequential loss or damage however caused; death or personal injury; or any statutory liability for intentional or grossly negligent acts or omissions, except where such exclusion or limitation is prohibited by law.

Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages, or limitations of liability for death or personal injury. In such cases, the above limitations shall apply only to the extent permitted by applicable law.

The limitations in this Section operate in addition to, and not in substitution for, the broader limitations of liability set out in Section 8 (Limitation of Liability).

6.7 Inspection and Notice of Non-Conformity (Non-Shipping Defects)

The Customer shall, as soon as reasonably practicable after receipt of the Products, and during their use, inspect for any non-conformity with applicable specifications, labelling, or the Order, other than damage or loss in transit (which is governed by Section 5.6 (Claims)). Any claim that Products are non-conforming, defective, or incorrect (other than shipping damage or loss) must be reported to GEI in writing within thirty (30) days of the earlier of:

The date on which the non-conformity was discovered; or
The date on which the non-conformity ought reasonably to have been discovered.

Failure to provide such notice within this period may, at GEI’s discretion, limit or void any entitlement to a remedy under this Warranty with respect to that non-conformity.

SECTION 7 — INDEMNIFICATION

7.1 Customer Responsibility

The Customer shall be fully responsible for the safe, lawful, and compliant possession, storage, handling, Sale, Resale, transfer, use, transportation, and disposal of all Products after delivery.

For clarity, the obligations in this Section supplement, and do not replace or limit, the misuse provisions in Section 3.7 (Misuse, Abuse, and Improper Use), the warranty limitations in Section 6 (Product Warranty), and the broader liability limitations in Section 8 (Limitation of Liability).

7.2 Indemnification Obligation

To the fullest extent permitted by law, the Customer agrees to indemnify, defend, and hold harmless GEI, its directors, officers, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, penalties, fines, costs, or expenses (including reasonable legal fees) arising out of or related to:

Any breach of these Terms by the Customer;
Any violation of the Explosives Act, the Explosives Regulations, 2013, the Transportation of Dangerous Goods Act and Regulations, the Criminal Code of Canada, or any provincial, territorial, municipal, regional, or local law;
Any unlawful, unsafe, improper, negligent, or reckless use of the Products;
Any use of Products by an unlicensed person or entity when licensing is required for use;
Any use of Products beyond the knowledge, training or ability of the user to employ them safely (including use in unsafe proximity to persons or property);
Any accidental explosion, ignition, detonation, deflagration, or fire involving the Products, or caused directly or indirectly by the Customer’s possession, storage, handling, transportation, Sale, transfer, or use of the Products, including incidents arising from negligent acts or omissions, improper storage, inadequate supervision, environmental conditions, or failure to follow GEI’s instructions or warnings;
Any fire, wildfire, environmental, or ecological damage arising directly or indirectly from the Customer’s use of the Products during periods of elevated fire danger, drought conditions, wildfire activity, or in violation of any fire ban, burn restriction, or environmental prohibition, or from the Customer’s failure to assess local environmental conditions or implement adequate safety or suppression measures;
Any fines, penalties, enforcement actions, investigations, seizures, stop-use or stop-work orders, closure orders, compliance orders, Licence revocations, cost-recovery claims, emergency response charges, wildfire suppression costs, environmental remediation costs, or any other action taken by law enforcement, regulatory, or emergency authorities arising directly or indirectly from the Customer’s use, misuse, storage, transportation, Sale, or transfer of the Products, or for failure to obtain relevant permits required for storage, transportation, Sale, transfer, or use of the Products;
Any resale, transfer, Diversion, or redistribution of Products contrary to law or these Terms;
Storage in excess of licensed limits, or storage without a valid Licence where one is required;
Sale or transfer to an ineligible person, including minors or unlicensed individuals;
Misrepresentation or concealment of identity, licensing, intended use, or storage location;
Failure to follow GEI’s instructions, safety guidance, or warnings;
Failure to secure Products against theft, unauthorized access, or misuse;
Loss, theft, misdelivery, or improper unloading of Products after delivery or after the Customer assumes responsibility under Section 5 (Shipping and Delivery);
Damage or injury caused by the Customer’s employees, contractors, agents, or customers;
Any operational use of Products by law enforcement, military, or government agencies;
Any modification, alteration, repackaging, or reconfiguration of Products, except where expressly permitted by these Terms;
Use of Products for a criminal purpose or in a manner that contributes to or facilitates a criminal offence;
Any marketing, promotion, representation, or advertising by the Customer that is inaccurate, misleading, unsafe, encourages improper use, or implies suitability for prohibited or dangerous applications;
Any advice, suggestion, endorsement, or recommendation—whether explicit, implied, or made jokingly—that encourages, normalizes, or implies the suitability of misuse, including references to using Products for purposes for which they are not designed, tested, or approved;
Failure to deny a Sale or correct a customer’s stated intention to misuse the Product when such intention is known or reasonably suspected;
Any injury, death, or property damage resulting from any customer acting on the Customer’s advice, suggestions, or representations about the suitability of the Products for activities inconsistent with their intended use, regulatory classification, or GEI’s instructions or guidance.

The Customer’s indemnification obligations apply regardless of whether any claim alleges that GEI was negligent, contributed to the harm, or failed to provide adequate warnings, except where such exclusion is prohibited by law. GEI’s liability remains limited as set out in Section 8 (Limitation of Liability).

7.3 No Limitation or Waiver

Any guidance, recommendations, or technical support provided by GEI—whether by phone, email, or in person—are informational only and shall not be construed as legal or regulatory approval. GEI’s decision to decline, restrict, modify, or accept any Order does not reduce, transfer, or waive the Customer’s responsibility to ensure full compliance with all applicable laws or their obligations under this Section.

7.4 Survival

The Customer’s indemnification obligations under this Section shall survive:

Termination of the business relationship;
The completion of any Sale;
The expiration of any warranty; and
The Customer’s disposal or depletion of the Products.

SECTION 8 — LIMITATION OF LIABILITY

8.1 Exclusion of Liability

To the fullest extent permitted by law, GEI shall have no liability whatsoever for any loss, damage, injury, death, cost, expense, penalty, or claim arising out of or in any way connected to the Customer’s purchase, possession, storage, handling, transportation, resale, transfer, or use of the Products, regardless of the legal or equitable theory of liability, including contract, tort, negligence, strict liability, warranty, or any other basis.

8.2 Specific Categories of Excluded Liability

Without limiting Section 8.1 (Exclusion of Liability), and for greater certainty, GEI shall not be liable for any loss, harm, or damage arising from or relating to:

The Customer’s acts, omissions, negligence, recklessness, misconduct, or failure to comply with these Terms;
The Customer’s failure to follow GEI’s instructions, warnings, guidance, or safety information;
Any statements, advertising, representations, advice, or recommendations made by the Customer or its employees, agents, contractors, or customers to any third party;
Any poisoning, toxic exposure, chemical or particulate exposure, inhalation or ingestion of dust, fumes, vapours, smoke, combustion byproducts, or residues, or any respiratory, dermatological, neurological, systemic, acute, or chronic health effect;
Any fire, wildfire, brush fire, grass fire, structure fire, environmental damage, ecological loss, suppression costs, evacuation costs, or governmental cost-recovery actions;
Any fines, penalties, enforcement actions, investigations, orders, seizures, product confiscations, licence suspensions or revocations, emergency-response charges, or regulatory or governmental actions of any kind;
Any accidental explosion, ignition, detonation, deflagration, misfire, malfunction, or other incident involving the Products, whether or not the Customer believes the Product to have been defective;
Any modification, alteration, repackaging, reconfiguration, misuse, improper use, or use for a prohibited purpose;
Any injury, death, property damage, or loss resulting from the actions or omissions of the Customer’s employees, contractors, agents, downstream customers, or sub-sellers;
Any Diversion, resale, prohibited transfer, or redistribution of Products.

8.3 Limited Remedy

Where liability cannot be excluded under applicable law, the Customer agrees that GEI’s sole obligation and the Customer’s exclusive remedy shall be strictly limited to the repair or replacement of defective Product, as provided under GEI’s Limited Warranty Policy. In no circumstance shall GEI’s liability exceed the original purchase price of the Product.

8.4 Consequential Damages

To the fullest extent permitted by law, GEI shall not be liable for any consequential, incidental, special, punitive, exemplary, or indirect damages of any kind, including but not limited to loss of business, loss of profits, loss of opportunities, loss of goodwill or reputation, loss of use, loss of contracts, or any economic loss, even if GEI was advised of the possibility of such damages.

8.5 Survival

All exclusions and limitations under this Section survive termination of the business relationship, expiration of warranties, the disposal or use of the Products, and any other event.

SECTION 9 — TERMINATION

9.1 Termination by GEI

GEI may suspend, restrict, or terminate the Customer’s ability to purchase, possess, receive, store, or otherwise obtain Products at any time, for any reason whatsoever, with or without cause, at GEI’s sole discretion and without liability.

This includes, without limitation, circumstances involving:

Non-payment, adverse payment history, or outstanding balances;
Fraud, misrepresentation, inconsistent, incomplete, or unverifiable information;
Any breach of these Terms or failure to comply with any applicable law or regulation;
Licensing, regulatory, or compliance concerns of any kind;
Improper, unsafe, negligent, reckless, or unlawful storage, handling, transportation, Sale, or use of Products;
Actual or suspected Diversion, attempted Diversion, or misuse;
Safety concerns or risks to public safety;
Statements, behaviour, advertising, advice, or conduct that encourage, imply, normalize, or facilitate misuse of Products;
Any activity that creates, or may create, reputational, regulatory, or legal risk for GEI;
Any reason GEI, in its sole judgment, considers sufficient.

GEI may request additional information at any time to verify eligibility or compliance. Failure to provide such information constitutes independent grounds for termination.

9.2 Immediate Termination for High-Risk Behavior

Notwithstanding anything else in these Terms, GEI may immediately terminate the Customer’s privileges, without notice, if GEI believes that the Customer’s continued access to Products presents any risk to public safety, GEI’s regulatory status, GEI’s supply chain integrity, or GEI’s reputation.

9.3 Automatic Termination for Licence Loss

If the Customer’s Magazine Licence, Business Licence, explosives authorization, or any related approval is suspended, revoked, restricted, expired, or under investigation, all purchasing privileges shall automatically terminate until reinstatement proofs acceptable to GEI are provided.

9.4 No Liability for Termination

GEI shall not be liable for any loss, damage, cost, interruption, lost profits, or other consequences arising from GEI’s decision to refuse, restrict, suspend, or terminate the Customer’s purchasing or distribution privileges.

9.5 Continuing Obligations

Termination does not affect the Customer’s:

Outstanding payment obligations,
Indemnification obligations under Section 7 (Indemnification),
Record-keeping obligations under Sections 3 (Sales of Controlled Products), 13 (Record-Keeping and Inspection), and 15 (Privacy and Data Handling),
Obligations under Section 14 (Distribution and Retail),
Intellectual property and confidentiality obligations under Section 16 (General Provisions),
Any other obligations that, by their nature, survive termination.

9.6 Cessation of Intellectual Property Use

Upon termination, the Customer must immediately cease all use of GEI trademarks, branding, logos, promotional materials, and other intellectual property.
GEI may, at its sole discretion, permit limited intellectual property use solely for the purpose of selling through existing inventory.

All intellectual property use must cease immediately once all remaining Product is sold.

9.7 Notification to Regulatory Authorities

Where GEI terminates or suspends a Customer’s purchasing privileges due to safety concerns, suspected Diversion, unlawful activity, or regulatory non-compliance, GEI may notify the Explosives Regulatory Division, law enforcement, or other relevant authorities as necessary to protect public safety and comply with legal obligations.

SECTION 10 — RETURN, RECALL, AND DISPOSAL OF PRODUCTS

10.1 No Returns Without Authorization

Elective returns of explosives or Controlled Products are strictly prohibited. No Product may be returned to GEI without GEI’s prior written authorization.

This Section does not limit or restrict GEI’s obligations under Section 6 (Product Warranty) regarding replacement or refund of defective Products.

10.2 Unsafe or Non-Compliant Returns Refused

GEI reserves the right to refuse any return that has been improperly stored, damaged, altered, repackaged, used, partially used, or is otherwise unsafe or non-compliant with the Act or Regulations.

10.3 Customer Responsibility for Costs

Where GEI authorizes a return, the Customer shall bear all transportation, compliance, disposal, and administrative costs associated with the return.

10.4 Recalls or Safety Notices

In the event of a recall or safety advisory issued by GEI or any regulatory authority, the Customer shall immediately comply with all instructions, cease Sale of affected Product, segregate inventory, notify downstream customers where required, and cooperate with GEI’s recall procedures.

10.5 Disposal of Unused Product

GEI may, at its discretion, assist the Customer with lawful disposal of unused Product; however, all associated costs remain the responsibility of the Customer.

10.6 Non-Controlled or Non-Regulated Products

Returns of non-explosive, non-regulated Products that are not Controlled Products may, at GEI’s discretion, be accepted in accordance with GEI’s then-current general return policy as published on its website or otherwise communicated in writing. In the event of any conflict between such general return policy and these Terms, these Terms govern for Controlled Products, and the general return policy governs for eligible non-regulated Products.

SECTION 11 — EXPORT CONTROLS

For clarity, Section 3.5 (Export Sales) governs GEI’s export procedures and obligations, while this Section applies solely to Customers and any downstream Sales, transfers, or exports undertaken by them.

11.1 No Export

To ensure compliance under applicable laws and insurance provisions, the Customer shall not export, re-export, or transfer Products outside of Canada unless expressly authorized in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by employees or representatives do not constitute authorization.

11.2 Indirect Transfers

The Customer shall not knowingly or negligently Sell, Divert, transfer, or route Products through intermediaries, trans-shipment points, proxy purchasers, or any other indirect means where the Products are suspected or reasonably believed to be destined for export.

11.3 Right to Cancel or Refuse

GEI may cancel, refuse, or halt any Sale if GEI believes it may be destined for export contrary to this section, or Section 3.5 (Export Sales).

SECTION 12 — FORCE MAJEURE

12.1 Force Majeure Events

GEI shall not be liable for any delay, failure to perform, or inability to fulfil its obligations due to events beyond its reasonable control, including but not limited to:

Acts of God;
Fire, flood, drought, or extreme weather;
Explosions or natural disasters;
War, terrorism, civil unrest;
Strikes, labour disputes, or shortages;
Transportation disruptions;
Supply chain interruptions;
Regulatory changes or government orders;
Pandemics, epidemics, or public health emergencies.

12.2 Suspension of Obligations

GEI’s obligations shall be suspended for the duration of the force majeure event, and rescheduled or restored when reasonably possible.

12.3 No Liability for Delays

The Customer waives any claim against GEI for losses arising from delays or non-performance caused by force majeure.

12.4 Customer Obligations Remain in Force

A force majeure event shall affect GEI’s obligations only and shall not suspend or relieve the Customer of any obligations whatsoever under these Terms. The Customer remains fully responsible for payment, compliance, regulatory obligations, safe storage and handling, risk of loss, and all other duties. Risk of loss, liability, and compliance obligations remain with the Customer during any force majeure event.

SECTION 13 — RECORD-KEEPING AND INSPECTION

13.1 Record-Keeping Obligations

The Customer shall maintain accurate and complete records of all Product purchases, Sales, transfers, refusals of Sale, storage locations, quantities held, End-Users (where required by law), shipment details, and any other record required under the Act and Regulations, the Transportation of Dangerous Goods Act and Regulations, or these Terms.

Records shall be retained for the minimum period required by law and in no case less than two (2) years.

13.2 Refusal and Suspicious Transactions

The Customer shall maintain a log of all refused or suspicious Sales, including the date, reason for refusal, and any information provided by the prospective purchaser. Such logs shall be retained for at least two (2) years and made available upon request.

13.3 Inspection by Authorities

The Customer shall cooperate fully with any lawful inspection, inquiry, or audit by federal, provincial, territorial, municipal, or local authorities relating to Products, including providing access to storage locations, records, and personnel as required.

13.4 Records Provided to GEI on Request

For regulatory compliance, supply-chain integrity, or safety purposes, GEI may request copies of any records required under this Section or Section 3 (Sale, Possession, and Use of Controlled Products). The Customer shall provide such records within five (5) business days of GEI’s request. Failure to provide records is grounds for immediate suspension or termination under Section 9 (Termination).

13.5 Cross-Reference to Section 3

Record-keeping obligations under this Section are in addition to the requirements set out in Section 3 (Sale, Possession, and Use of Controlled Products) and apply regardless of whether the Customer holds a Magazine Licence.

13.6 Format and Sufficiency of Records

Records required under this Section may be maintained on paper or in electronic form. Information recorded incidentally as part of ordinary invoicing, account management, point-of-sale systems, or standard business documentation satisfies the record-keeping requirement and need not be duplicated in a separate log. For example, a purchaser’s name, address, licensing information, and transaction details appearing on an invoice, Sales receipt, shipping document, or customer account record constitutes adequate documentation for the purposes of this Section and Section 14.3.4 (Downstream Record-Keeping Requirements).

SECTION 14 — DISTRIBUTION AND RETAIL

For the purposes of this Section:

“Distributor” means any Customer who resells or redistributes Products to other retailers, dealers, businesses, organizations, or commercial entities for further resale or onward distribution.

“Retailer” means any Customer who purchases Products for resale directly to End-Users, whether in physical storefronts, online, or through mixed channels.

“Sub-Seller” means any downstream retailer, dealer, distributor, reseller, or other person or entity to whom Products are supplied for further resale or onward distribution.

Any Customer who obtains a Retailer Magazine Licence, Distributor Magazine Licence, or any other authorization permitting resale or redistribution of Controlled Products, or who engages in any resale or downstream supply activity, is deemed to be a Retailer or Distributor under these Terms and becomes immediately subject to this Section, regardless of how the Customer originally purchased the Products. A Retailer who begins reselling or redistributing Products to other retailers, dealers, or commercial entities is deemed to have become a Distributor and is subject to all Distributor obligations under this Section. Reclassification occurs automatically and is not dependent on notice to GEI. Customers engaging in distribution activities remain obligated to provide disclosure under Section 14.1.1 (Disclosure of Distribution Activities). Automatic reclassification does not authorize undisclosed distribution or any resale contrary to these Terms.

Record-keeping obligations under Section 13 (Record-Keeping and Inspection) apply concurrently.

14.1 Distributor Requirements

14.1.1 Disclosure of Distribution Activities

Any Customer who resells or redistributes Products to other retailers, dealers, businesses, organizations, or commercial entities—whether regularly, occasionally, or incidentally—must disclose such activities to GEI in advance and in writing.

This applies even if the Customer primarily identifies itself as a “retailer.”

Failure to disclose actual or intended distribution activities constitutes a material breach of these Terms.

14.1.2 Authorization Required for Distribution

No Customer may act as a Distributor or Sub-Distributor unless:

The activity is fully disclosed to GEI;
The activity complies with all applicable laws and regulations; and
GEI has not prohibited or restricted such activity.

GEI may withhold, limit, condition, or revoke distribution authorization at any time at its sole discretion, regardless of prior approvals.

14.1.3 Provision of Sub-Seller Information

Upon request, a Distributor shall provide GEI with a complete and accurate list of all Sub-Sellers within five (5) business days, including:

• Business names;
• Contact details;
• Quantities sold;
• Dates of Sale.

This information may be requested for regulatory, safety, quality-assurance, supply-chain integrity, or compliance purposes. It may also be used to assess overall business health, maintain accurate sales-channel visibility, populate GEI’s public dealer locator, and direct customers to nearby authorized sellers.

GEI does not request this information for Sales or competitive purposes.

14.1.4 Manufacturer Oversight

GEI may contact a Sub-Seller solely to verify:

Product availability;
Service quality;
Regulatory compliance;
Storage/display conditions;
Supply-chain functionality.

GEI will not engage in Sales discussions with Sub-Sellers unless required to address a compliance issue, safety concern, service failure, End-User concern, warranty issue, or breakdown in the Distributor’s performance.

14.1.5 Prohibition on Unauthorized Redistribution

A Distributor shall not transfer, resell, or redistribute Products to any person or entity that:

Is not eligible to legally receive them;
Lacks required permits, authorizations, licences, or storage capacity;
Cannot be reasonably verified; or
Is otherwise unsuitable in GEI’s opinion.

Redistribution to unknown, unverifiable, or unvetted parties is strictly prohibited.

14.1.6 Conditions for Downstream Sales

The Distributor shall ensure that all Sub-Sellers:

Comply with all applicable federal, provincial, territorial, municipal, and local laws;
Meet all required licence, permit, storage, and capacity obligations;
Are not subject to regulatory actions, suspensions, enforcement orders, or investigations;
Receive accurate and lawful safety, handling, and compliance information;
Do not misrepresent, improperly advertise, or promote improper use of the Products;
Do not redistribute the Products except where permitted by their licence and under these Terms.

14.1.7 Liability for Downstream Misconduct

The Distributor is fully responsible for the actions, omissions, misuse, improper advertising, or criminal use of the Products by any of their Sub-Sellers or downstream customers. Such downstream misconduct may trigger indemnification obligations under Section 7 (Indemnification).

14.2 Retailer Requirements

14.2.1 Definition and Applicability

A Retailer is any Customer that Sells Products directly to End-Users through:

A storefront;
An online platform;
A mixed physical/online model;
Events, trade shows, or temporary retail locations.

Retailer obligations apply to all Retailers regardless of:

Sales volume;
Frequency;
Location;
Business structure;
Whether they also engage in limited distribution activities.

Retailers who also Resell to other businesses become Distributors and must comply with Section 14.1 (Distributor Requirements).

14.2.2 Retail Sales Compliance

Retailers must ensure that:

Customers meet all legal eligibility and licensing requirements;
All End-User Sales comply with applicable laws and regulations;
Products are not sold to minors or ineligible individuals;
Storage, handling, and display comply with the Act and Regulations;
Accurate safety and use information is provided to End-Users;
Products are not advertised in misleading or unsafe ways;
No conduct encourages, normalizes, or implies misuse.

14.2.3 Sales Through Third-Party Platforms

Retailers may list or Sell Products through third-party online platforms (including classifieds sites, firearms marketplaces, auction sites, or social-media marketplaces) only where such Sales comply with the site’s policies and all applicable laws, and where the Retailer’s identity and licensing status are fully disclosed and verifiable.

This subsection applies only to third-party platforms and does not restrict Sales through the Retailer’s own website or e-commerce system.

Retailers shall not:

Sell Products anonymously or under pseudonyms, aliases, unverifiable usernames, or burner accounts on third-party platforms;
Conceal, obscure, or misrepresent their business name, legal identity, or licence status when using third-party platforms;
Use third-party platforms that prohibit the Sale of Controlled Products or where such listings would contravene the platform’s published rules or applicable law;
List Products in categories, sections, or formats intended to evade platform restrictions or regulatory oversight.

Retailers must:

Disclose their full business or legal personal name as required by law or platform rules;
Provide licence information where required for verification or compliance;
Ensure the platform clearly permits the lawful Sale of the applicable Product type;
Include accurate eligibility, licensing, and safety information in accordance with these Terms;
Comply with all Sales provisions and record-keeping requirements as required by the Act and Regulations and these Terms.

GEI may prohibit the use of specific third-party platforms where compliance, traceability, or public safety concerns exist.

14.2.4 Retail Display Requirements

Retailers must not display live, functioning, or fully packaged Controlled Products for Sale. Only inert, emptied, mock-up, or display-only units may be placed on shelves or used for customer viewing, and all such items must be clearly identifiable as inert. This subsection does not prohibit online listings, catalogues, printed advertisements, or other lawful depictions of Products.

14.2.5 Retailer Advertising and Promotions

Retailers shall not:

Misrepresent Product performance;
Encourage dangerous or improper use;
Create misleading or unsafe demonstrations;
Alter GEI branding, packaging, or safety information;
Use GEI intellectual property except as permitted under Section 16 (Intellectual Property).

Retailers must use GEI-approved names, labels, and safety messaging.

14.3 General Obligations for Retailers and Distributors

All Retailers and Distributors must adhere to the obligations in this Section in addition to the specific requirements set out in Section 14.1 (Retailers) and Section 14.2 (Distributors). These obligations apply to all downstream Sales, transfers, marketing, storage, and shipping activities involving the Products.

14.3.1 Shipping Compliance

Retailers and Distributors must ensure that all Shipments of Products to customers, Sub-Sellers, or End-Users comply with all applicable laws, carrier requirements, and safety obligations. This includes, without limitation:

Complying with all packaging, marking, labelling, and documentation requirements under the Transportation of Dangerous Goods Act and Regulations (“TDG”);
Ensuring that Products are packaged securely and in a manner that prevents damage, leakage, ignition, or unsafe conditions during transport;
Verifying the recipient’s eligibility and required licensing prior to shipment, and maintain records of such verification;
Shipping only to verified physical addresses and not to P.O. boxes, anonymous pickup points, unverified locations, or intermediary addresses used to obscure the final destination;
Shipping Products only by using carriers or services that accept explosives, pyrotechnics, or dangerous goods and complying strictly with their policies for doing so;
When shipping by Canada Post, complying strictly with the Corporation’s policies for the shipment of dangerous goods and the Non-mailable Matter Regulations;
Immediately notifying GEI of any shipment incident, refusal, loss, or suspected Diversion;
Maintain complete records of all shipments in accordance with Section 13 (Record-Keeping and Inspection) and the Act and Regulations.

Prohibited shipping practices include:

Concealing the nature of a shipment by omitting, obscuring, covering, removing, or defacing safety marks or descriptive wording;
Repackaging into non-compliant packaging;
Repackaging or overpacking without marking the new container appropriately;
Avoiding carrier surcharges by improperly disclosing, omitting, or concealing the nature of the goods;
Using a shipping method that is contrary to law or against the carrier’s policies for the class of Product being shipped, for example shipping Limited Quantity dangerous goods by air when the packaging is not compliant with IATA guidance;
Relying on unlicensed, anonymous, unverifiable, or proxy intermediaries;
Shipping outside Canada without written authorization from a GEI Corporate Officer as required under Section 11 (Export Controls);
Using drop-shipping, third-party fulfillment, or proxy shipment services that do not permit or properly handle Controlled Products;
Any practice intended to obscure, evade, bypass, or circumvent regulatory, licensing, or carrier requirements.

GEI may restrict, condition, or revoke a Retailer’s or Distributor’s ability to ship Products downstream if GEI identifies compliance, safety, or Diversion risks.

14.3.2 Training and Staff Knowledge Requirements

Retailers and Distributors shall ensure that all employees, sales staff, and representatives involved in the handling, storage, advertising, Sale, or transfer of Products:

Are a minimum of 18 years of age;
Are knowledgeable regarding all applicable legal requirements under the Act and Regulations;
Understand eligibility, age, and licensing requirements;
Can accurately communicate safe-use instructions and warnings;
Adhere to GEI’s safety guidance, product instructions, and regulatory information;
Receive periodic refresher training where necessary.

Failure to train staff adequately may be treated as a compliance failure under Section 9 (Termination).

14.3.3 Customer Screening and Refusal of Sale

Retailers and Distributors must implement and maintain reasonable screening measures to ensure that downstream buyers are legally eligible to receive the Products and that Products are not supplied for unlawful, unsafe, or prohibited purposes.

Retailers and Distributors shall not Sell or supply Products where they know, ought reasonably to know, reasonably suspect, or are informed that the Products will be misused, Diverted, or used in a manner inconsistent with applicable law, these Terms & Conditions, or GEI’s published instructions, warnings, and product use limitations.

Without limiting the foregoing, Retailers and Distributors must:

Verify purchaser identity, age, and licensing where required;
Confirm storage capacity and legal authorization for controlled classes where applicable;
Communicate safe-use instructions, warnings, and applicable legal requirements;
Contact GEI or regulators for guidance and delay a Sale when the circumstances of a purchase are unclear;
Refuse Sales when presented with inconsistent, incomplete, or suspicious information;
Refuse Sales when presented with information indicating that the Product may be misused, Diverted, or used for a criminal purpose;
Maintain refusal logs in accordance with Section 13 (Record-Keeping and Inspection);
Report suspected or actual Diversion or misuse to GEI promptly;
Report suspected or actual criminal use or attempted purchase to GEI and, where appropriate, the local police without delay.

Failure to implement adequate screening measures or to deny Sales in the circumstances described above constitutes a material breach. GEI may revoke downstream Sales privileges, suspend accounts, or terminate distribution rights without liability.

14.3.4 Downstream Record-Keeping Requirements

Retailers and Distributors must maintain complete and accurate records of all downstream Sales, transfers, shipments, refusals, and verifications.

Records must include:

Name and address of purchaser;
Licence or certification details (where required);
Quantities Sold;
Dates of Sale or transfer;
Shipping details, tracking numbers, and carrier information;
Refusals or suspicious transaction logs.

All records shall be retained for the minimum period required by law and no less than two (2) years, consistent with Section 13 (Record-Keeping and Inspection).

Records may be maintained on paper or in electronic form. Information captured incidentally as part of ordinary invoicing, account management, or Sales documentation satisfies the record-keeping requirement, and such information need not be duplicated in a separate log. For example, a purchaser’s name, address, and licensing information appearing on an invoice, Sales receipt, or customer account record constitutes adequate documentation for the purposes of this Section and Section 13.6 (Format and Sufficiency of Records).

14.3.5 Advertising and Marketing Restrictions

Retailers and Distributors shall ensure that all advertising, marketing, and promotional activities:

Accurately represent the Products and their intended use;
Do not encourage unsafe, unlawful, reckless, or improper use;
Comply with all applicable laws relating to controlled goods;
Do not use humor, slang, or suggestive language that trivializes safety risks or implies misuse;
Are consistent with GEI’s branding, safety messaging, and regulatory requirements.

Misleading, unsafe, or irresponsible advertising constitutes a material breach of these Terms.

14.3.6 Storage Obligations for Retailers and Distributors

Retailers and Distributors must:

Maintain all required Magazine Licences or other authorizations;
Store Products strictly in accordance with the Act and Regulations;
Not exceed licensed magazine capacity;
Keep Products secured against unauthorized access or theft;
Maintain temperature control where applicable;
Segregate incompatible materials in compliance with regulatory requirements.

Failure to meet storage obligations may trigger automatic suspension under Section 9.3 (Termination for Licence Loss).

14.3.7 Anti-Diversion Controls

Retailers and Distributors must:

Implement reasonable anti-Diversion measures, including customer verification and tracking of customer purchase history;
Monitor for unusual purchase patterns or quantities inconsistent with lawful use;
Refuse Sales where Diversion is reasonably suspected;
Report suspected or actual Diversion or illegal activity to GEI immediately;
Prohibit bulk Resale to unverified or unknown parties;
Cooperate fully with GEI, ERD, and law enforcement where Diversion is suspected.

Failure to adhere to anti-Diversion controls may result in suspension or termination under Section 9 (Termination).

14.3.8 Minimum Advertised Price (MAP) and Pricing Compliance

Retailers and Distributors shall comply with GEI’s Minimum Advertised Price (“MAP”) policy, as amended from time to time.

The Customer shall:

Adhere to all MAP pricing for publicly advertised prices, including online listings, third-party platforms, flyers, signage, and digital ads;
Not advertise Products below MAP without prior written authorization from a GEI Corporate Officer;
Ensure Sub-Sellers also comply with MAP where applicable;
Remove or correct non-compliant advertisements immediately upon notice from GEI.

MAP violations constitute a material breach and may result in the suspension or termination of purchasing privileges under Section 9 (Termination).

For clarity, nothing in this Section shall be construed as restricting or dictating the final Sale price of any Product. Retailers and Distributors remain free to Sell Products at any price of their choosing, and may display prices below MAP within their physical premises or within the checkout stage of an e-commerce platform, provided such pricing is not publicly advertised or searchable and does not contravene the public-facing MAP requirements set out in this Section.

Nothing in this Section shall be construed as a breach of MAP policy when an authorized “MAP blackout” period, instituted solely at GEI’s discretion, is in effect.

14.3.9 Anti-Competitive Practices

Retailers and Distributors shall conduct all downstream Sales and marketing activities in a manner that complies with the Competition Act and does not harm GEI’s brand, market position, or supply-chain integrity.

Nothing in these Terms shall be interpreted as authorizing or requiring conduct that would contravene the Competition Act, including but not limited to:

Section 45 (Conspiracy, agreements between competitors, price-fixing, market allocation, and output restrictions);
Section 46 (Foreign directives);
Section 47 (Bid-rigging);
Section 49 (Competitor collaborations in the supply chain);
Section 52 (Civil misleading advertising);
Section 53 (Deceptive telemarketing);
Section 54 (Refusal to deal, tied selling, exclusive dealing—where prohibited);
Section 74.01 (False or misleading representations to the public).

Retailers and Distributors shall not engage in any practice that is deceptive, manipulative, misleading, or otherwise harmful to competition or detrimental to GEI’s legitimate commercial interests. Prohibited practices include, without limitation:

Misrepresenting GEI, its Products, or competing products to manipulate sales or influence customer decisions;
Disparaging GEI, its Products, or its commercial partners in a manner likely to harm brand reputation or market confidence;
Advertising below Minimum Advertised Price in violation of Section 14.3.8 (MAP and Pricing Compliance);
Creating false shortages, artificial demand, or misleading claims about supply, availability, pricing, or safety;
Inducing customers or Sub-Sellers to violate these Terms, MAP policies, or applicable laws;
Engaging in bait-and-switch tactics or any form of misleading advertising contrary to Section 52 or Section 74.01 of the Competition Act;
Using confidential GEI pricing, strategies, or proprietary information to benefit competing products or suppliers;
Selling Products in coordination with any competitor or third party for the purpose of price manipulation, coordinated pricing, market division, or other conduct prohibited under Section 45 of the Competition Act;
Engaging in conduct intended to divert customers away from GEI, interfere with GEI’s commercial relationships, or obstruct GEI’s lawful business operations.

Permitted practices include:

Offering non-advertised in-store discounts, incentives, or bundle pricing consistent with Section 14.3.8 (MAP and Pricing Compliance);
Promoting Products through lawful, accurate, and non-misleading advertising;
Competitive retail pricing that does not violate MAP or contravene the Competition Act.

GEI may restrict, suspend, or terminate downstream Sales privileges under Section 9 (Termination) if the Customer engages in any anti-competitive practice that violates Canadian law or jeopardizes GEI’s brand, reputation, or supply-chain integrity.

For clarity, nothing in this Section or in Section 14.3.8 (MAP and Pricing Compliance) restricts or controls the final Sale price of any Product. Retailers and Distributors may set and charge any transaction price they deem appropriate, including prices below MAP, and may display such pricing privately within their premises or at the checkout stage of an online transaction. These Terms apply only to public advertising and do not limit lawful competitive pricing.

14.3.10 Commercial Efforts to Promote and Sell Products

Retailers and Distributors shall use commercially reasonable efforts to promote, market, and Sell the Products in a manner consistent with their role, capacity, and market presence through the use of displays, signage, shelf placement of display-only items, online listings, or other non-prohibited promotional materials. Nothing in this subsection authorizes the display of live or functioning Controlled Products.

Without limiting the generality of the foregoing, the Customer shall:

Maintain reasonable and appropriate Product inventory relative to expected demand;
Provide Product visibility through lawful advertising, shelf placement, or online listings;
Respond to customer inquiries in a timely manner;
Make good-faith efforts to stock, display, and promote Products alongside comparable goods;
Avoid conduct that suppresses or impedes lawful Sales of the Products, including unnecessary delays or intentional non-promotion;
Notify GEI of persistent or recurring issues affecting Sales, demand, or customer interest;
Cooperate with GEI on reasonable marketing or promotional initiatives where feasible.

This Section does not obligate the Customer to achieve specific Sales volumes, nor does it restrict the Customer’s ability to carry competing products, provided such conduct does not violate Section 14.3.9 (Anti-Competitive Practices) or otherwise undermine GEI’s legitimate commercial interests.

GEI may review a Retailer’s or Distributor’s Sales performance periodically and may modify, suspend, or terminate downstream purchasing privileges under Section 9 (Termination) where the Customer fails to demonstrate commercially reasonable efforts to promote and Sell the Products.

14.3.11 Minimum Stocking Requirements

Retailers and Distributors shall maintain a reasonable quantity and assortment of Products appropriate to their market size, customer base, and sales capacity. Minimum stocking expectations are qualitative and based on commercially reasonable business standards, and may include:

Having Products available for purchase during normal business operations;
Maintaining an assortment representative of the Product categories the Customer is authorized to Sell;
Replenishing inventory within a commercially reasonable time after sales or depletion;
Notifying GEI of persistent supply-chain issues or changes in market demand.

This Section does not impose mandatory minimum purchase quantities or Sales volumes, nor does it restrict the Customer’s ability to Sell competing products, provided such conduct does not violate Section 14.3.9 (Anti-Competitive Practices).

GEI may evaluate stocking performance in determining the continuation of purchasing privileges under Section 9 (Termination).

14.3.12 Sales Performance Reporting

Retailers and Distributors shall provide GEI, upon request, with reasonable information relating to downstream sales performance for the purposes of supply-chain planning, forecasting, regulatory compliance, and ensuring adequate market coverage.
Such information may include:

Sales volumes by Product type;
Inventory levels and turnover rates;
General indicators of customer demand or market trends;
Non-identifying information regarding categories of downstream purchasers;
Complaints, defects, or significant feedback related to Product performance.

GEI shall only request information reasonably necessary for the above purposes. Record-keeping obligations under Section 13 (Record-Keeping and Inspection) apply concurrently.

Failure to provide requested information within a reasonable timeframe may result in restrictions or suspension of purchasing privileges under Section 9 (Termination).

14.3.13 Territory or Market Reassignment

GEI may, where it identifies insufficient market coverage, declining retailer engagement, persistent inactivity, or failure to meet commercially reasonable efforts under Section 14.3.10 (Commercial Efforts to Promote and Sell Products), reassign territories, customer groups, or market segments to additional or alternative Retailers or Distributors.

This Section does not grant exclusive territories, nor does it restrict the Customer from selling to any lawful purchaser. It simply confirms GEI’s right to appoint additional retailers or distributors in the interests of market coverage, product availability, safety, and customer support.

14.3.14 Conflicts of Interest (Competing Brands)

Retailers and Distributors may carry competing products; however, they shall conduct business in a manner that does not undermine GEI’s legitimate commercial interests. Without limiting any other obligation in these Terms, the Customer shall not:

Prioritize competing products in a manner intended to diminish or suppress sales of GEI Products;
Misrepresent the features, safety, certification, or performance of GEI Products in comparison to competing brands;
Use GEI’s confidential or proprietary information to promote or advantage competing products;
Directly or indirectly steer customers away from GEI Products through misleading, inaccurate, or disparaging statements;
Engage in any conduct designed to favour a competitor’s product for reasons unrelated to customer suitability, safety, or lawful compliance.

Permitted practices include:

Offering competing products where appropriate for customer needs;
Presenting accurate, factual comparisons between GEI Products and competing products;
Maintaining multi-brand inventory consistent with normal commercial practice.

GEI may review the Customer’s conduct and may restrict or terminate purchasing privileges under Section 9 (Termination) if conflicts of interest materially impair the Customer’s ability to represent GEI Products fairly, accurately, and in good faith.

14.3.15 Right to Audit

GEI may, for regulatory, safety, or compliance purposes, request access to and copies of records, storage information, shipment documentation, or compliance-related materials from any Retailer or Distributor. GEI may also request reasonable photographic or video confirmation of storage conditions. Retailers and Distributors must provide such information within five (5) business days. Failure to comply constitutes a material breach and may result in immediate suspension or termination under Section 9 (Termination).

14.4 Public Listing of Retailer and Distributor Information

14.4.1 Purpose and Scope

GEI may publish, display, and otherwise use the Retailer’s or Distributor’s publicly available business name, trade name, address, telephone number, email address, website, logo, branding elements, store photographs, hours of operation, and other public business details (“Dealer Information”) in GEI’s dealer locator, marketing materials, social-media posts, promotional content, and other public-facing resources. This Section applies only to business information and does not involve the collection or publication of personal information except to the extent such information is already publicly associated with the Customer’s business operations.

14.4.2 Licence to Use Dealer Information

By purchasing Products for resale, the Retailer or Distributor grants GEI a non-exclusive, worldwide, royalty-free licence to use Dealer Information for the purposes described in this Section. GEI is not required to seek additional permission prior to each use and may reformat or adapt Dealer Information as necessary for inclusion in GEI’s materials.

14.4.3 Opt-Out Rights

A Retailer or Distributor may opt out of public listing by providing written notice to GEI. Opting out is prospective only and does not affect prior publications or GEI’s continued internal use of Dealer Information for administrative, operational, compliance, or record-keeping purposes. GEI will implement reasonable measures to remove Dealer Information from future public postings within a commercially reasonable timeframe.

14.4.4 Privacy Alignment and Data Handling

This Section operates concurrently with Section 15 (Privacy and Data Handling). For clarity, GEI’s use of Dealer Information under this Section:

Applies only to information related to the Customer’s business that is publicly available or voluntarily provided to GEI;
Does not expand GEI’s rights to collect, store, or use personal information beyond what is permitted under the Privacy and Data Collection provisions; and
Is limited to marketing, locator, and promotional purposes connected to GEI’s Commercial Activities.

14.4.5 Relationship to Intellectual Property

This Section operates concurrently with Section 16 (Intellectual Property). Nothing in this Section authorizes the Retailer or Distributor to use GEI’s trademarks, proprietary materials, or intellectual property except as expressly permitted elsewhere in these Terms.

14.5 Non-Compliance

14.5.1 Material Breach

Any failure to comply with this Section constitutes a material breach of these Terms.

14.5.2 Suspension or Termination

GEI may immediately suspend or terminate the Customer’s purchasing or distribution privileges under Section 9 (Termination) without prior notice, including removal from any public or internal retailer lists.

14.5.3 Reporting to Authorities

GEI may report any breach to regulatory, policing, or licensing authorities, including the Explosives Regulatory Division, law enforcement, or any relevant provincial or municipal authority.

14.5.4 Cooperation With Investigations

GEI may cooperate fully with any investigation relating to the Customer’s distribution activities, including providing copies of records required or requested under this Section or Section 13 (Record-Keeping and Inspection).

14.5.5 Additional Remedies

The remedies in this Section are in addition to GEI’s rights under Sections 7 (Indemnification), 8 (Limitation of Liability), and 9 (Termination), and do not limit any legal or equitable remedies available to GEI.

SECTION 15 — PRIVACY AND DATA HANDLING

15.1 Collection of Personal Information

GEI collects personal information necessary for the lawful Sale, distribution, storage, transport, inspection, and regulatory compliance of Controlled Products, including but not limited to:

Name of the purchaser or representative;
Residential or business address;
Date of birth;
Government-issued identification information;
PAL information (for reactive targets);
Magazine Licence information (including copies);
Contact information;
Records of purchases, Sales, transfers, refusals, or suspicious transactions.

This information is collected for regulatory compliance and public safety and not for marketing unless separately consented.

15.2.1 Business Information for Channel Support and Dealer Locator

GEI may also use non-personal business information—such as business names, business addresses, phone numbers, websites, and general stocking status of Retailers, Distributors, and Sub-Sellers—to assess sales-channel health, maintain accurate channel visibility, populate GEI’s public dealer locator, and direct customers to authorized sellers. This relates only to business-identifying information and does not involve any personal information collected for regulatory compliance. Such use is not considered marketing for the purposes of this Section.

15.3 Storage and Retention of Records

GEI retains personal information, including copies of IDs, PALs, licences, Sales records, transfer records, and refusal logs for the minimum period required by law and for any additional period necessary for GEI’s regulatory, safety, or insurance requirements. Record retention shall not be less than two (2) years, and may be longer where required for compliance, investigation, or enforcement.

15.4 Disclosure to Authorities

The Customer acknowledges and agrees that GEI may disclose any personal information, records, logs, licence copies, or purchase history only to the extent required by law or necessary to comply with our federally regulated obligations. Such disclosure is limited to:

To the Explosives Regulatory Division (ERD) and to regulators with statutory inspection authority, upon lawful request under their governing legislation;
To law enforcement agencies, border or customs officials, or regulators without statutory inspection authority only under a court warrant, subpoena, order of a court or tribunal, or other legally authorized investigative tool;
To courts or tribunals with lawful jurisdiction.

GEI does not voluntarily share information for reasons unrelated to legal compliance or safety. Any disclosure will be limited to what is strictly necessary and made only where required by law, or where GEI reasonably believes a legitimate public safety concern exists.

15.5 Disclosure to Third Parties

GEI does not sell customer information, and does not disclose personal information for marketing or non-compliance-related purposes.

Any disclosure to third parties is limited to what is necessary for:

Shipping and delivery;
Insurance claims or investigation;
Regulatory compliance;
Legal representation or proceedings;
Supply-chain verification.

GEI does not disclose mandatory compliance information (e.g., IDs, PALs, Magazine Licences, refusal logs) except as required under Section 15.4 or by law.

15.6 Customer Consent and Acknowledgment

By purchasing or attempting to purchase Controlled Products, the Customer acknowledges and agrees that:

Collection and retention of their personal information is required by law;
Refusal to provide required ID or information prohibits the Sale;
Retention periods may exceed those of standard commercial transactions due to regulatory obligations;
Disclosure to authorities may occur without further consent;
Safety and compliance take precedence over privacy expectations.

The Customer cannot opt out of mandatory data collection when purchasing Controlled Products.

15.7 Security Measures

GEI uses reasonable and appropriate safeguards to protect personal information from unauthorized access, disclosure, alteration, or destruction.

Safeguards may include:

Secure digital storage;
Restricted access systems;
Encrypted communications;
Physical security at GEI facilities.

GEI does not guarantee absolute security and disclaims liability to the extent permitted by law for breaches outside its control. GEI shall not be liable for any unauthorized access, disclosure, alteration, or loss of personal information resulting from breaches or failures originating from third-party service providers, including but not limited to carriers, payment processors, accounting systems, web hosts, email providers, or other external platforms used in the ordinary course of business.

15.8 No Expectation of Privacy for Regulatory Compliance

The Customer acknowledges that the purchase, storage, use, Sale, distribution, or transfer of Controlled Products carries federally regulated reporting and record-keeping obligations. As such, the Customer has no expectation of privacy with respect to:

Sales records;
Transfer records;
Refusal logs;
Licence verification;
Records relating to possession, storage, and use of Controlled Products.

Access to such information may be provided:

To the Explosives Regulatory Division (ERD) and to regulators with statutory inspection authority, upon lawful request under their governing legislation;
To law enforcement agencies, border or customs officials, or regulators without statutory inspection authority only under a court warrant, subpoena, order of a court or tribunal, or other legally authorized investigative tool;
To courts or tribunals with lawful jurisdiction.

Nothing in this Section requires GEI to provide information beyond what is required by law or regulation.

15.9 Customer Obligations

If the Customer collects personal information from their own customers or downstream Sub-Sellers, they shall:

Handle personal information in accordance with applicable privacy laws;
Secure records against unauthorized access;
Provide records to GEI or authorities when lawfully required;
Retain records for the required statutory period;
Destroy records securely when permissible.

GEI is not responsible for the Customer’s privacy practices.

15.10 Cross-Reference to Sections 3 and 13

The privacy, retention, reporting, and inspection obligations under this Section apply in addition to all record-keeping obligations set out in Section 3 (Sale, Possession, and Use of Controlled Products) and Section 13 (Record-Keeping and Inspection).

15.11 Marketing and Optional Data Collection

GEI may collect personal information voluntarily provided by the Customer for marketing or communication purposes, including but not limited to:

Email addresses for newsletters, product updates, or promotional materials;
Phone numbers for follow-up communication or customer service;
Website analytics, cookies, and usage information;
Voluntary submissions through online forms, inquiries, or account registrations.

The Customer provides such information voluntarily and may withdraw consent at any time by using the unsubscribe link in GEI communications or by contacting GEI directly.
Marketing data is kept separate from mandatory records collected for regulatory compliance, and GEI does not use identification documents, licence information, or other compliance records for marketing purposes.

GEI may use cookies, analytics tools, tracking pixels, and similar technologies for website functionality, security, and performance monitoring. Continued use of the GEI website constitutes consent to such technologies in accordance with applicable privacy laws, including the Canadian Anti-Spam Legislation (CASL).

15.12 No Co-Mingling of Mandatory and Marketing Data

GEI shall not use or disclose any mandatory compliance information—such as identification documents, PAL information, Magazine Licence copies, storage data, refusal logs, or records of purchase—for marketing or promotional purposes.

Mandatory compliance data is used solely for safety, regulatory, and legal requirements as set out in these Terms.

SECTION 16 — GENERAL PROVISIONS

16.1 Intellectual Property

All intellectual property associated with GEI, its Products, or its business operations is the exclusive property of GEI. This includes all tangible and intangible proprietary materials, whether or not marked “confidential,” including:

Trademarks, trade names, branding, product names, packaging designs, and logos;
Formulas, compositions, blends, ratios, manufacturing methods, and chemical processes;
Technical data, schematics, specifications, testing procedures, and performance characteristics;
Designs, molds, tooling, prototypes, engineering files, CAD drawings, and production configurations;
Operational procedures, SOPs, manuals, training materials, safety literature, and internal guidelines;
Business information, including pricing, margins, distributor programs, sales structures, and contract terms;
Customer lists, lead information, market intelligence, supplier sources, and logistics arrangements;
Regulatory strategies, compliance frameworks, licensing pathways, and correspondence with authorities;
Proprietary know-how, trade secrets, and any information developed or supplied by GEI.
Websites, domain names, social media accounts and content (including posts, captions, comments, messages, photos, videos, hashtags, and metadata), website content, HTML/CSS/JS code, web copy, graphics, page layouts, downloadable files, digital media, online publications, and all online or digital assets;
Printed materials, brochures, business cards, marketing collateral, flyers, catalogues, advertisements, publications, and point-of-sale materials;
Electronic data, digital files, databases, emails, software, spreadsheets, presentations, images, videos, and electronic records;
Photographs, videos, audio recordings, animations, renderings, and all media assets produced by or for GEI;
Product labels, packaging artwork, safety inserts, instruction sheets, SDS documents, compliance statements, and regulatory text created by GEI;
Software, databases, data structures, internal systems, digital tools, and any related code or architecture;
Emails, email templates, written correspondence, sales scripts, quotations, forms, and any communications authored by GEI;
Marketing strategies, campaign concepts, slogans, taglines, design themes, and promotional frameworks;
Training course materials, syllabi, exams, presentations, videos, teaching content, and any instructional materials developed by GEI;
Concept designs, prototypes, draft formulations, unreleased products, development notes, and pre-production materials;
Colour schemes, fonts, typography, layouts, and brand guidelines;
Inventory data, logistics models, forecasting tools, pricing algorithms, and operational methodologies;
Any other intellectual property or proprietary material created, published, distributed, or owned by GEI, in any form or medium.

The Customer shall not, and shall ensure its employees, agents, and contractors do not:

Use GEI’s intellectual property without written authorization;
Modify or alter GEI branding, packaging, or documentation;
Create derivative branding, labels, or marketing materials based on GEI intellectual property;
Misrepresent GEI or imply affiliation beyond what is authorized.

Any violation constitutes a material breach of these Terms.

16.1.1 Confidentiality of Proprietary Information

The Customer acknowledges that, in the course of purchasing, handling, storing, distributing, or communicating with GEI, they may receive access to confidential or proprietary information belonging to GEI, including:

Technical information, formulas, compositions, processes, or test data;
Business information, including pricing, margins, supplier sources, and distribution structures;
Operational procedures, manuals, safety documentation, and internal guidelines;
Customer or market intelligence;
Regulatory correspondence or compliance strategies;
Non-public information relating to Products, improvements, or future developments.

The Customer shall:

Maintain all confidential information in strict confidence;
Use such information solely for lawful purchase, storage, and Sale of Products;
Prevent disclosure to any third party without GEI’s written authorization;
Protect confidential information using at least the same degree of care applied to their own confidential materials;
Ensure employees, agents, and contractors are bound by equivalent confidentiality duties.

These obligations survive indefinitely.

16.1.2 Reverse-Engineering Prohibited

The Customer shall not, and shall ensure its employees, contractors, or representatives do not:

Reverse-engineer, deconstruct, analyze, or attempt to determine the composition, structure, configuration, operation, or creation of any GEI Product, component, formulation, material, or Intellectual Property;
Disassemble, test, examine, or analyze any Product, label, document, digital file, website content, software, or media for the purpose of creating a competing or derivative product, service, brand, design, or content;
Copy, duplicate, emulate, or recreate any packaging, containers, molds, tooling, labels, artwork, branding, marketing collateral, photographs, videos, website layout, graphics, social media content, or other proprietary materials;
Replicate or derive any formulation, mixture, ratio, process, technique, packing configuration, performance characteristic, or operational method;
Use any GEI Product, container, packaging, branding, website, document, or digital asset as a template to source, manufacture, design, or develop competing or substitute products or materials;
Utilize or manipulate GEI Intellectual Property in any form, medium, or platform to develop, train, or refine competing technologies, systems, or content;
Engage or permit any third party to conduct or assist in any of the above activities.

Violation constitutes a material breach and may result in immediate termination under Section 9 (Termination), injunctive relief, damages, and reporting to regulatory or law enforcement authorities where applicable.

16.1.3 Return or Destruction of Proprietary Materials

Upon termination of these Terms, or upon GEI’s written request, the Customer shall immediately:

Cease using all GEI confidential or proprietary information;
Return all physical proprietary materials, including samples, prototypes, manuals, and documentation;
Destroy all electronic or digital copies of proprietary information;
Certify in writing within ten (10) business days that return or destruction has been completed.

GEI may require return rather than destruction at its sole discretion. Any retention of proprietary materials beyond this requirement is unauthorized and may result in legal remedies.

16.1.4 Limited Licence to Use GEI Intellectual Property

While the Customer remains in good standing under these Terms, GEI grants the Customer a limited, non-exclusive, non-transferable, revocable licence to use GEI trademarks, logos, and GEI-approved marketing materials solely for the purpose of advertising and selling genuine GEI Products. This licence does not permit the Customer to register or use any domain name, social media handle, business name, or other identifier incorporating or confusingly similar to GEI’s trademarks without GEI’s prior written consent. GEI may revoke this licence, in whole or in part, at any time, with or without cause, by written notice to the Customer.

For clarity, Retailers and Distributors in good standing may use GEI’s Product names, approved photographs, approved labels, and GEI-provided marketing materials solely for the lawful advertising and Sale of genuine GEI Products, provided such materials are used without alteration and in compliance with these Terms. No other use of GEI’s intellectual property is permitted.

16.1.5 Copyright and Proprietary Notices

All GEI materials, including but not limited to product photographs, artwork, technical documents, training material, safety information, manuals, digital content, website text, marketing collateral, packaging designs, forms, policies, and these Terms and Conditions, are protected by copyright and other intellectual property laws. Except as expressly permitted in these Terms, no reproduction, distribution, display, or creation of derivative works is authorized.

Except as expressly authorized in writing by an authorized Corporate Officer of GEI, no Customer, Dealer, Distributor, Retailer, Sub-Seller, or third party may copy, reproduce, republish, mirror, scrape, data-mine, index, translate, distribute, adapt, reverse-engineer, or create derivative works of any GEI Materials, in whole or in part, whether by manual copying, automated tools, AI systems, or any other means.

Any unauthorized use, reproduction, or adaptation of GEI Materials constitutes infringement and a material breach of these Terms. GEI reserves the right to pursue all available legal and equitable remedies, including injunctive relief, damages, and recovery of legal costs.

16.2 No Legal Advice and No Reliance

Any guidance, recommendations, or information provided by GEI—whether written, verbal, or otherwise—is for general informational purposes only and does not constitute legal, regulatory, or professional advice. The Customer shall not rely on GEI for interpretation of law or compliance obligations. The Customer remains solely responsible for ensuring compliance with all applicable laws.

For clarity, no guidance, demonstrations, recommendations, operational advice, technical assistance, or instructional information provided by GEI—whether written, verbal, electronic, or delivered in person—shall be interpreted as professional instruction, certification, operational training, or authorization to use the Products in any manner beyond GEI’s published warnings and applicable legal requirements. The Customer remains solely responsible for ensuring proper training, competency, supervision, and operational readiness when handling or using the Products.

16.3 Survival of Obligations

The following obligations survive termination or expiration of these Terms:

Indemnification under Section 7 (Indemnification);
Limitation of liability under Section 8 (Limitation of Liability);
Record-keeping obligations under Sections 3 (Sales of Controlled Products), 13 (Record-Keeping and Inspection), and 15 (Privacy and Data Handling);
Distribution and retail obligations under Section 14 (Distribution and Retail);
Payment of outstanding balances and applicable interest;
Confidentiality and privacy obligations under Section 15 (Privacy and Data Handling);
Intellectual property and confidentiality obligations under Section 16 (Intellectual Property).

These obligations continue in full force and effect regardless of account closure, suspension, or the end of a business relationship.

16.4 Assignment

The Customer may not assign, transfer, or delegate any rights or obligations under these Terms unless expressly authorized in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by employees or representatives do not constitute authorization.

GEI may assign or transfer its rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

16.5 Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

16.6 No Waiver Due To Delay

No failure or delay by GEI to enforce any right or provision of these Terms shall constitute a waiver of that right or provision.

A waiver is effective only if expressly authorized in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by employees or representatives do not constitute authorization.

16.7 Entire Agreement

These Terms constitute the entire agreement between GEI and the Customer regarding the purchase, distribution, storage, and use of the Products, and supersede all prior agreements, understandings, or communications, whether oral or written.

16.8 Amendments

GEI may amend these Terms at any time. Updated Terms will be posted on GEI’s website and are effective upon posting. Continued purchase, possession, or use of the Products constitutes the Customer’s acceptance of the amended Terms.

16.9 Independent Contractors

The relationship between GEI and the Customer is that of independent contractors. Nothing in these Terms creates or implies an agency, partnership, joint venture, franchise, employment, or fiduciary relationship.

16.10 No Third-Party Beneficiaries

Nothing in these Terms is intended to, or shall be construed to, create any rights in favour of, or confer any benefits upon, any person or entity other than GEI and the Customer. No third party, including any downstream customer, Sub-Seller, or End-User, shall have any right to enforce or rely upon these Terms.

SECTION 17 — NOTICES

17.1 Method of Delivery

All notices, demands, or other communications required or permitted under these Terms must be delivered by:

Email to the official email addresses designated by each party;
Registered or certified mail;
Courier with tracking;
Personal delivery.

Electronic notices are deemed received on the date sent unless a delivery failure is returned.

17.2 Notice to GEI

Notices to GEI shall be sent to the official email or mailing address published on GEI’s website, unless otherwise specified.

17.3 Notices to the Customer

Notices to the Customer shall be sent to the most recent email or physical address provided to GEI, including addresses used for Ordering, invoicing, or account creation.

The Customer is responsible for maintaining current contact information.

SECTION 18 — GOVERNING LAW AND JURISDICTION

18.1 Governing Law

These Terms are governed by and interpreted in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

18.2 Exclusive Jurisdiction

The Customer agrees that all disputes, claims, or proceedings arising out of or relating to these Terms, the Products, or the parties’ commercial relationship shall be brought exclusively before the courts of the Province of Manitoba, in the City of Winnipeg.

18.3 Regulatory Authority Not Limited

Nothing in this Section restricts the authority of federal, provincial, or local regulatory agencies (including ERD, TDG, or law enforcement agencies) to exercise jurisdiction where permitted by law.

SECTION 19 — INTERPRETATION

19.1 Headings

Headings are included for convenience only and do not affect the interpretation of these Terms.

19.2 Including

Unless the context expressly states otherwise, the words “including” and “includes” mean “including without limitation.”

19.3 Singular and Plural

Words in the singular include the plural, and words in the plural include the singular, where appropriate.

19.4 Gender

Words importing gender include all genders.

19.5 References to Law

Any reference to an Act, Regulation, Code, or other law includes all amendments, consolidations, replacements, or successor legislation as may be enacted.

19.6 Conflicts

In the event of a conflict between these Terms and any other document, the following hierarchy applies:

Mandatory legal requirements, statutes, or regulations;
Any separate written agreement between GEI and the Customer that is signed by a GEI Corporate Officer, but only to the extent of the conflict;
These Terms;
GEI-issued supplementary policies;
Purchase Orders or customer documents.

Customer-submitted terms (including purchase Order terms) are expressly rejected unless expressly authorized in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by employees or representatives do not constitute authorization.

19.7 English Language

These Terms are prepared in English, and the English version governs. Any translated version is provided for convenience only.

SECTION 20 — ACCEPTANCE OF TERMS

20.1 Acceptance by Purchase or Possession

By purchasing, receiving, possessing, storing, transporting, distributing, or using any Product, the Customer acknowledges and agrees to be bound by these Terms in their entirety.

20.2 Acceptance by Account Creation or Order Submission

Submission of a purchase Order, online Order, email Order, phone Order, or account registration constitutes full acceptance of these Terms.

20.3 Acceptance by Continued Dealings

Continued dealings with GEI—including ongoing purchases, inquiries, distribution, stocking, storage, or use—constitute renewed acceptance of these Terms, including any amendments posted pursuant to Section 16.8 (Amendments).

20.4 No Conditional Acceptance

Any attempt by the Customer to condition their acceptance of these Terms on additional, modified, or conflicting terms is rejected unless expressly authorized in a signed writing executed by a GEI Corporate Officer. Verbal statements or communications by employees or representatives do not constitute authorization.

20.5 Authority to Bind Customer

The individual placing an Order or accepting delivery represents and warrants that they are authorized to bind the Customer to these Terms.

20.6 Binding on Successors

These Terms are binding upon and apply to the Customer and its employees, agents, contractors, affiliates, successors, permitted assigns, and any person or entity receiving Products from the Customer, whether directly or indirectly.

SECTION 21 — REVISION HISTORY

The most recent date in this list indicates the most current revision.

2026-02-13
Updated Section 4.9 (Orders, Payment Timelines, and Fees).

2026-01-01
Added and updated definitions.
Updated Section 3.7 (End-User Obligations and Assumption of Risk).

2025-12-31
Added and updated definitions.
Updated several sections in Section 14 (Distribution and Retail) concerning Diversion and refusals.

2025-12-01
Clarified Section 4 (Ordering and Payment Terms) timelines to use calendar days.

2025-11-28
Added provisions for non-credit customer Order timelines, stalled Orders, storage fees, and restocking fees.

2025-11-25
Added clarification to temporarily adjusting or suspending credit terms in response to general business or market conditions.

2025-11-24
Initial publication.

FIND US

Gryphon Energetics Inc.
PO Box 47033 Marion
Winnipeg, MB
R2H 3G9

CALL US

TOLL FREE:
1-844-479-7466 (844-GRYPHON)

EMAIL US

info@gryphonenergetics.com

Terms & Conditions — Sales

Gryphon Energetics Inc. (“GEI”) Terms & Conditions of Sale

Table of Contents

SECTION 1 — DEFINITIONS

SECTION 2 — GENERAL

2.1 Acceptance of Terms

2.2 Legal Compliance

2.3 Right to Refuse or Cancel Orders

2.3.1 Proof of Storage, Licensing, and Eligibility Before Release

2.4 Accuracy of Information

2.4.1 Customer Obligations

2.4.2 GEI Information Provided in Good Faith

2.5 Illegal or Unsafe Use

2.6 Customer Responsibility for Compliance

2.7 Updates to Terms & Conditions

2.8 Authoritative Version

2.9 Ancillary Policies and Supplementary Requirements

SECTION 3 — SALE, POSSESSION, AND USE OF CONTROLLED PRODUCTS

3.1 General Conditions for All Controlled Products

3.1.1 Participation by Others (Permitted Use)

3.2 Industrial Explosives — Types E.1, E.2, E.3, and I

3.2.1 Governing Body

3.2.2 Sales Without a Magazine Licence

3.2.3 Sales With a Magazine Licence

3.3 Special Purpose Explosives — Types S.1 and S.2

3.3.1 Governing Body

3.3.2 Sales Without a Magazine Licence

3.3.3 Sales With a Magazine Licence

3.4 Special Effect Pyrotechnics — Type F.3, and when used for special effects E.1, F.4, I, P.1, P.2, S.1, and S.2

3.4.1 Governing Body

3.4.2 Sales Without a Magazine Licence

3.4.3 Sales With a Magazine Licence

3.5 Export Sales

3.5.1 United States of America Customers

3.5.2 International Customers

3.5.3 Eligibility

3.5.4 Prohibited Destinations

3.6 Law Enforcement Agencies and Military

3.6.1 Governing Body

3.6.2 Sales Without a Magazine Licence

3.6.3 Sales With a Magazine Licence

3.7 End-User Obligations and Assumption of Risk

3.7.1 General Use Obligations

3.7.2 Prohibited Activities

3.7.3 Responsibility for Safe Operation

3.7.4 Reporting Obligations

3.7.5 Assumption of Risk

3.7.6 Cross-References and Integration

SECTION 4—ORDERING AND PAYMENT TERMS

4.1 Payment Terms

4.1.1 Standard Credit Terms

4.1.2 Extended Credit Terms

4.1.3 Commencement of Extended Credit Terms

4.1.4 Pricing, Taxes, Currency, and Associated Financial Charges

4.1.5 Full Net Payment Required

4.1.6 Temporary Suspension or Modification of Credit Terms

4.2 Late Payments

4.2.1 Commencement of Late Payments

4.2.2 Interest

4.2.3 Suspension of Extended Credit Terms

4.3 Invoices

4.3.1 Customer Obligations

4.3.2 Tracking Numbers

4.4 Shipment of Goods

4.5 Making Payments

4.5.1 Payment Methods

4.5.2 Rejected Payments

4.6 Collection Costs

4.7 No Set-Off

4.8 Retention of Title and Security Interest

4.9 Orders, Payment Timelines, and Fees

4.9.1 Scope

4.9.2 Order Commitment

4.9.3 Required Payment Timeline

4.9.4 Customer Documentation and Compliance Requirements

4.9.5 Stalled Orders

4.9.6 Storage Fees for Delayed or Stalled Orders

4.9.7 Restocking Fees for Cancelled Orders

4.9.8 Future Ordering Restrictions

SECTION 5 — SHIPPING AND DELIVERY