Effective Date: July 28, 2026
Last Updated: July 28, 2026

These B2B General Terms and Conditions of Sale (the "Terms") govern the use of the website celltro.ca, the registration of a wholesale business account, and all commercial sales conducted under the Celltro brand.

Celltro is a brand operated by:

Phonio Technologies Inc.
1055A Raymond Blvd
Quebec, QC G1B 2R5
Canada

NEQ: 1180390438
Phone: 581-991-6396
General Inquiries: support@celltro.ca
Wholesale Sales: sales@celltro.ca
Warranty & RMA: rma@celltro.ca
Accounting & Billing: accounting@celltro.ca
Website: celltro.ca

President: Mohamed Sebbar

Celltro distributes replacement hardware components, mobile device accessories, batteries, display assemblies, wall chargers, cables, repair tools, diagnostic equipment, and related supplies to repair shops, technicians, retailers, and corporate enterprises.

1. Definitions

Throughout these Terms:

• "Celltro" refers to Phonio Technologies Inc. operating under the brand name Celltro;
• "Client" refers to any business entity, repair shop, technician, reseller, retailer, or professional acting primarily for commercial purposes;
• "Product" refers to any hardware component, tool, accessory, or merchandise sold or distributed by Celltro;
• "Site" refers to the e-commerce website celltro.ca;
• "Order" refers to any purchase request or electronic transaction submitted to Celltro;
• "RMA" refers to a Return Merchandise Authorization;
• "Warranty Policy" refers to the provisions governing warranties, returns, credits, and claims set out in these Terms or in a distinct policy published on the Site.

2. Exclusively B2B Sales

Celltro sells exclusively to businesses, repair centers, and industry professionals acting within the scope of their commercial activities.

By creating an account or submitting an Order, the Client represents and warrants that:

1. It is purchasing primarily for commercial, business, trade, or resale purposes;
2. It is not purchasing primarily for personal, family, or household consumer use;
3. The individual placing the Order holds the requisite authority to legally bind the represented business;
4. All corporate and registration information provided is accurate, current, and complete;
5. It holds all necessary operating licenses and authorizations required to conduct its commercial activities.

Celltro reserves the right to request documentation verifying corporate registration, representative identity, or professional trade standing.

Where non-waivable statutory consumer protection laws apply notwithstanding the Client's business representation, such statutory laws shall prevail solely to the extent required by applicable law.

3. Business Account Approval

Access to wholesale B2B pricing, tiered catalogs, and checkout privileges may be restricted to business accounts verified and approved by Celltro.

Celltro may request verification details including, without limitation:

• Legal corporate name;
• Operating trade name (DBA);
• Business Number (BN) or Quebec Enterprise Number (NEQ);
• GST/HST and QST/PST tax registration numbers;
• Commercial operating address;
• Authorized contact person credentials;
• Government-issued identification;
• Trade or commercial banking references;
• Credit application documentation.

Celltro reserves the right to approve, deny, place on hold, suspend, or terminate any wholesale account, particularly in cases involving:

• Incomplete, misleading, or falsified information;
• Suspected commercial fraud;
• Overdue or defaulted payment obligations;
• Abuse of warranty or RMA policies;
• Breach of these Terms;
• Unprofessional or abusive conduct toward Celltro employees or agents;
• Deceptive or unlawful product resale practices.

Account approval does not obligate Celltro to accept all future Orders or extend deferred credit payment terms.

4. Account Security

The Client is solely responsible for maintaining the confidentiality of its account credentials, user access, and passwords.

All Orders placed using the Client’s account credentials are presumed to be fully authorized by the Client, unless Celltro was previously notified in writing of unauthorized access.

The Client must notify Celltro immediately in the event of:

• Lost, stolen, or compromised login credentials;
• Unauthorized access or data breaches;
• Suspected fraudulent activity;
• Departure of an employee holding account administrative access.

Sharing login credentials with separate entities, competitors, or unauthorized third parties is strictly prohibited.

5. Acceptance of Terms

The Client accepts and agrees to these Terms upon:

• Creating a wholesale business account;
• Checking an electronic agreement box;
• Submitting a purchase Order;
• Approving a commercial quotation;
• Issuing payment;
• Or proceeding with a transaction after receiving access to these Terms.

The version governing a transaction is the version in effect on the date the Order is submitted.

Contractual documents apply in the following order of precedence:

1. Any specific written agreement executed by an authorized officer of Celltro;
2. The accepted Order Confirmation or formal commercial quotation;
3. Specific terms stated on the individual Product listing;
4. These General Terms and Conditions;
5. Other published policies on the Site.

A specific term or condition governing a designated Product or transaction takes precedence over any conflicting general provision.

6. Product Descriptions & Compatibility

Celltro makes commercially reasonable efforts to ensure technical descriptions and specifications are accurate.

Product photography, illustrations, color hues, packaging artwork, dimensions, and visual presentations may vary slightly between manufacturing batches without altering essential technical specifications or performance.

The Client is responsible for verifying prior to submitting an Order:

• The exact device model;
• Generation or hardware release;
• OEM model number (e.g., A-numbers, SM-numbers);
• Regional variants;
• Color match;
• Connector pinouts and flex configurations;
• Power and wattage ratings;
• Physical dimensions;
• Selected quality grade tier;
• Required disassembly tools;
• Installation procedures and technical prerequisites;
• Hardware and operating system compatibility.

Celltro is not liable for compatibility mismatches resulting from incorrect Client selection where technical specifications were reasonably accessible on the Site prior to purchase.

7. Third-Party Trademarks & Compatible Parts

References to Apple, Samsung, Google, or any other third-party trademark or brand are made solely to identify the device models with which the Products are designed to function.

Celltro is an independent distributor and is not affiliated with, authorized, sponsored, endorsed, or certified by Apple Inc., Samsung Electronics, Google LLC, or any other original equipment manufacturer, unless expressly stated in writing.

A Product designated as "compatible with" a specific device is not manufactured by that device's OEM.

The Client shall not market, advertise, or represent non-OEM, compatible, or aftermarket replacement components as authentic, original, or OEM parts to its end customers.

8. Quality Classifications & Grading Tiers

Classification terms and quality badges utilized by Celltro, including:

• Incell High-End;
• Premium Soft OLED;
• S-Pro;
• B-Pro;
• Diagnostic;
• High Quality;
• Premium;
• Compatible;
• Superior Quality;

are commercial grading classifications proprietary to Celltro’s wholesale catalog.

These classifications do not imply that a Product is an authentic OEM part, refurbished by the OEM, or manufactured by the original device maker.

Terms such as "Original," "Authentic," "Genuine," "OEM," or "Service Pack" apply strictly when expressly indicated on the specific Product listing.

9. Professional Installation & Mandatory Pre-Testing

Replacement hardware components distributed by Celltro are intended strictly for handling and installation by trained, qualified electronics technicians.

Prior to permanent mounting or enclosure bonding, the Client must:

1. Visually inspect the component;
2. Confirm model and revision compatibility;
3. Perform a comprehensive dry-test before mounting;
4. Keep all protective films, liners, and factory seals intact;
5. Avoid applying liquid glue, adhesives, or tape prior to bench testing;
6. Verify all operational functions;
7. Protect FPC connectors, ICs, and delicate ribbon cables;
8. Adhere strictly to ESD (electrostatic discharge) safety protocols;
9. Safely disconnect power sources and batteries prior to connecting parts;
10. Back up or secure device customer data.

For display assemblies, dry-testing must evaluate, where applicable:

• Display output and backlight/OLED illumination;
• Touch digitizer sensitivity across the entire grid;
• Brightness scaling;
• Color reproduction and uniformity;
• Dead pixels or line defects;
• Dead zones or touch drift;
• Connector pin seating;
• Ambient light and proximity sensor cutouts;
• Camera apertures;
• Earpiece speaker contact alignments;
• Sensor calibration;
• Advertised diagnostic telemetry functions.

Removing protective films, applying adhesive, soldering, creasing flex cables beyond tolerance, or proceeding with permanent assembly will result in the denial of a claim where the reported defect stems from such handling or installation.

10. System Prompts, Telemetry & Calibration

Certain replacement components may trigger:

• "Unknown Part" or non-genuine component system prompts;
• OS-level notification banners;
• Prompts requiring factory calibration software;
• Temporary or permanent feature limitations;
• Alterations to battery health metrics or telemetry;
• Hardware serialization, pairing, or reprogramming requirements.

The absence of a system prompt, the persistence of native battery health metrics, serialization handshakes, True Tone transfer, or diagnostic readouts are guaranteed solely when explicitly stated on the specific Product listing.

System feature behavior may vary depending on:

• The specific device model;
• Hardware board revision;
• Installed operating system version;
• Subsequent firmware updates;
• Diagnostic programmer tools utilized;
• Installation and calibration workflows;
• OEM software-level technical policies.

Celltro does not guarantee that third-party software behaviors or hardware pairing workarounds will remain unaffected by future OEM operating system updates.

11. Order Acceptance & Contract Formation

An Order submitted by the Client constitutes a binding commercial purchase offer.

An automated email order confirmation indicates only that the purchase request was logged in our system; it does not constitute final commercial acceptance.

An Order is accepted and a sales contract formed once Celltro:

• Issues a formal confirmation of dispatch;
• Generates a finalized sales invoice;
• Commences warehouse fulfillment;
• Dispatches the Products with a carrier;
• Or confirms commercial acceptance in writing.

Celltro reserves the right to decline, cancel, or adjust an Order prior to dispatch due to:

• Inventory stockouts or supply chain delays;
• Obvious typographical or system pricing errors;
• Product listing discrepancies;
• Payment authorization failure or chargeback risk;
• Suspected fraudulent activity;
• Past-due account balances;
• Abnormal or unverified order quantities;
• Regulatory or dangerous-goods transport restrictions;
• Breach of these Terms.

If Celltro cancels a paid Order, the corresponding funds will be promptly refunded or credited to the Client's account, subject to lawful offset against any outstanding matured debts owed by the Client.

12. Pricing & Taxes

Unless expressly specified otherwise:

• All prices are quoted in Canadian Dollars (CAD);
• Applicable sales taxes (GST/HST/QST/PST) are extra;
• Catalog prices are subject to change without prior notice prior to Order acceptance;
• Negotiated volume pricing and custom discounts are confidential to the designated Client;
• Remote shipping surcharges, customs clearance, or hazardous materials handling fees are extra where applicable.

A formal written quotation remains valid for the timeframe stated on the quote.

In the absence of an explicit validity date, quotations expire automatically after 15 calendar days.

Wholesale price lists, custom quotation sheets, tiered pricing matrices, and private B2B discounts constitute confidential business information.

13. Payment Terms

Accepted payment methods may include:

• Major credit cards (Visa, MasterCard, American Express);
• Interac e-Transfer;
• Direct commercial EFT / Wire Transfer.

Unless written credit terms have been extended, Orders must be paid in full prior to warehouse processing and fulfillment.

A transaction is considered settled only upon cleared, irrevocable receipt of funds in Celltro’s bank account.

The Client is not entitled to withhold, offset, or deduct any payment on account of unapproved RMA claims, disputes, or counterclaims, except where explicitly permitted by law or written agreement with Celltro.

14. Commercial Trade Credit

All B2B accounts operate on a prepaid basis by default.

Celltro may, upon credit assessment and written authorization, extend Net 15 or Net 30 payment terms.

Celltro reserves the right at its sole discretion to:

• Reduce or revoke established credit limits;
• Withdraw net payment terms without cause;
• Require up-front security deposits;
• Mandate prepayment prior to fulfilling pending Orders;
• Suspend account ordering privileges;
• Hold shipments in transit.

Overdue invoices shall accrue interest at a simple rate of 1.5% per month (18% per annum), calculated daily from the due date until paid in full.

Celltro reserves the right to recover all reasonable costs, collection agency commissions, and legal fees incurred in recovering past-due balances, to the fullest extent permitted by law.

15. Order Cancellations (Standard Inventory)

Standard stock Orders may be cancelled without administrative penalty prior to the commencement of warehouse fulfillment.

Cancellation cannot be guaranteed once an Order:

• Has entered the picking/packing queue;
• Has been sealed and labeled;
• Has been transferred to local dispatch;
• Or has been handed over to the courier.

Cancellation requests must be submitted immediately to support@celltro.ca.

Where Celltro accommodates an exceptional mid-fulfillment cancellation after incurring non-recoverable operational costs, it reserves the right to deduct actual non-recoverable handling expenses from any resulting refund.

16. Pre-Orders, Custom Builds & Special Procurements

Celltro may offer:

• Inventory pre-orders;
• Special on-demand component procurements;
• Custom-manufactured hardware;
• Branded or customized merchandise;
• Dedicated repair shop bulk allocations.

A minimum non-refundable deposit of 50% is required upon placement of these Orders, unless otherwise agreed in writing.

The deposit becomes strictly non-refundable once Celltro confirms the manufacturing or purchase order with the upstream supplier, incurs costs, or commences customization.

Pre-orders, custom procurements, and special orders cannot be cancelled or returned once supplier production is committed.

Estimated delivery and arrival dates are commercial estimates and subject to factory manufacturing lead times, freight capacity, and customs procedures beyond Celltro's reasonable control.

17. Inventory Availability & Backorders

Published stock indicators are provided for operational guidance and are subject to continuous real-time inventory adjustments.

Celltro reserves the right to:

• Fulfill Orders via split shipments;
• Place out-of-stock items on backorder status;
• Offer verified equivalent alternate parts;
• Cancel unavailable item quantities;
• Refund or issue store credit for unfulfilled portions.

No component substitution exhibiting significant variance in technical specification, badge tier, or quality will be shipped without prior Client approval.

18. Shipping Territory

Celltro ships exclusively to addresses within Canada at launch.

Celltro does not ship to PO Boxes when courier methods or parcel classifications (such as dangerous goods) do not support them.

Celltro reserves the right to reject delivery destinations deemed unsafe, inaccessible, or outside standard carrier delivery zones.

On-site customer pickup at Celltro facilities is not available.

19. Shipping Rates & Delivery Tiers

Standard express shipping is complimentary across Canada on Orders totaling $400 or more before taxes.

Orders below $400 before taxes are subject to a flat-rate shipping fee of $10.

Celltro may provide complimentary local courier delivery within select areas of the Quebec City region, at its discretion, using its own fleet or third-party couriers.

An exceptional complimentary local delivery does not establish a permanent entitlement for subsequent Orders.

Additional surcharges may apply for:

• Priority expedited emergency freight;
• Remote, rural, or extended postal areas;
• Special freight handling services;
• Second-attempt delivery charges;
• Inaccurate or incomplete shipping addresses;
• Refused packages;
• Re-dispatch freight costs.

20. Fulfillment & Transit Timeframes

Orders for in-stock inventory are generally processed the same business day or the next business day.

Orders submitted past daily operating cut-off times are processed on the subsequent regular business day.

Stated preparation and delivery transit times are estimates, not guarantees.

Celltro does not warrant fixed delivery dates, unless expressly confirmed in writing by management.

Celltro is not liable for logistics delays caused by:

• Carrier network disruptions or equipment failure;
• Adverse weather and environmental conditions;
• Border inspections or customs processing;
• Labor disputes and transportation strikes;
• Inaccurate or incomplete delivery address information;
• Recipient absence during delivery windows;
• Events beyond Celltro’s reasonable control.

21. Signature on Delivery

Carrier signature upon delivery is mandatory for all Orders totaling $300 or more before taxes.

Celltro reserves the right to require signature confirmation on Orders of lower value at its discretion.

Where a Client requests safe-drop delivery without signature or release to an unattended drop-point, Celltro reserves the right to reject the request or require written liability waiver confirmation.

22. Transfer of Risk & Title

Subject to mandatory statutory provisions, risk of loss or damage transfers to the Client:

• Upon handover of the package to the common carrier for parcel shipments;
• Upon physical delivery to the Client or its staff for local courier delivery;
• Or upon verified delivery to the recipient address indicated on the shipping label.

Celltro will provide reasonable administrative assistance in filing carrier claims provided the Client reports parcel loss or damage within established timeframes with supporting evidence.

23. Intake Inspection & Receiving Shortages

The Client must inspect all parcels and contents immediately upon receipt.

Any claim concerning:

• Missing components;
• Discrepant quantities;
• Wrong items delivered;
• Visible physical damage;
• Damaged outer cartons;
• Or warehouse fulfillment errors;

must be formally submitted to Celltro within 48 hours of carrier delivery.

The claim must include:

• Order number;
• Product SKU / description;
• Quantities affected;
• Clear photos of the outer shipping box;
• Clear photo of the carrier shipping label;
• Photos or videos of the damaged components;
• A detailed factual description of the issue.

The Client must retain all outer packaging, packing peanuts, bubble wrap, and items until the claim is resolved.

Failure to notify Celltro within 48 hours may prejudice or bar carrier loss claims.

This inspection window does not waive non-waivable statutory rights concerning hidden factory defects that could not reasonably have been discovered upon intake inspection.

RETURNS, WARRANTIES & CREDITS

24. Lifetime Warranty on Replacement Components

All eligible replacement hardware parts sold by Celltro carry a Lifetime Warranty against manufacturing defects.

Subject to product eligibility, this warranty encompasses:

• Screen assemblies;
• Charging ports;
• Camera modules;
• Loudspeakers and earpieces;
• Flex cables;
• Power/volume buttons;
• Midframes and housings;
• Small internal components;
• Internal hardware parts.

This warranty is valid strictly for the original wholesale Client purchasing directly from Celltro.

Warranty coverage is non-transferable to third-party businesses or the Client's retail end customers.

The warranty covers exclusively authentic manufacturing and assembly defects.

25. Battery Warranty

Replacement battery cells carry a one-year (12-month) warranty against manufacturing defects, calculated from the verified date of delivery.

The warranty strictly excludes:

• Normal operational capacity decline;
• Standard cycle degradation;
• High duty-cycle wear;
• Improper installation or bent BMS boards;
• Physical punctures, tears, or dents;
• Thermal exposure and high heat damage;
• Liquid contact or moisture exposure;
• Pre-existing device logic board shorts;
• Defective host charging ICs (e.g., Tristar/Hydra issues);
• Non-compliant chargers or cables.

26. Tools & Equipment Warranty

Repair tools, machines, heating stations, power supplies, and shop supplies carry a 30-day warranty against manufacturing defects, unless a different duration is explicitly stated on the product page.

The warranty strictly excludes:

• Normal operational wear;
• Consumable items (e.g., solder tips, razor blades, wipes, flux);
• Misuse, overload, or incorrect voltage input;
• Unauthorized modifications;
• Inadequate maintenance;
• Accidental physical damage.

27. Accessories Warranty

Defective mobile accessories may be submitted for warranty return within 30 days of delivery, subject to technical inspection.

This category includes:

• Cables;
• Wall adapters and chargers;
• Wired earbuds and headphones;
• Protective cases;
• Tempered glass and screen protectors;
• Mounts and stands;
• MagSafe accessories;
• Other mobile lifestyle accessories.

28. Returns for Non-Defective Accessories

Unopened accessories ordered by mistake or no longer needed may be returned within 15 days of delivery, provided they are:

• Unused;
• Uninstalled;
• Complete with all inserts;
• In original, pristine packaging;
• Free of markings, handwriting, or price tags;
• Undamaged;
• Unmodified;
• In 100% resalable condition as new stock.

No discretionary accessory returns are accepted beyond the 15-day return window.

Opened, used, tested, or retail-damaged accessories will be rejected.

29. General Warranty Exclusions

The warranty strictly excludes:

• Accidental drops, impacts, and trauma;
• Improper installation or technician errors;
• Damaging disassembly procedures;
• Cracked outer glass;
• Internal display fractures caused by frame pressure;
• Impact-induced lines, black spots, or ink bleeds;
• Creased, torn, cut, or punctured flex cables;
• Bent pins, damaged FPC connectors, or missing micro-components;
• Liquid damage and corrosion;
• Moisture or chemical exposure;
• Excessive heat exposure;
• Electrostatic discharge (ESD) damage;
• Electrical overvoltage or short circuits;
• Third-party soldering or micro-soldering;
• Unauthorized hardware modifications;
• Use with incompatible device models;
• Pre-existing faults on the host logic board;
• Bent, warped, or twisted phone chassis;
• Pre-damaged repair devices;
• Operational abuse;
• Normal cosmetic wear and tear;
• OEM operating system software updates;
• Altered, defaced, or removed warranty stamps/serial numbers.

An "Unknown Part" system notification, calibration requirement, or loss of serialization features does not constitute a defect unless absence of that notification or retention of that feature was explicitly guaranteed in writing on the Product page.

30. Excluded Costs & Damages

Warranty remedies cover the eligible replacement part only and strictly exclude:

• Diagnostic bench fees;
• Technician labor and billable shop hours;
• Disassembly and reassembly time;
• Travel and courier expenses;
• Loaner device rental costs;
• Customer device replacement costs;
• Data recovery or software restoration;
• Lost business revenue or customer churn;
• Third-party claims filed by the Client's customers;
• Expenses incurred without written pre-authorization from Celltro.

The Client remains solely responsible for its own commercial warranties and commitments to its retail customers.

31. RMA Claim Procedure

All warranty, return, and RMA claims must be submitted to:

rma@celltro.ca

Submissions must include:

• Order number or invoice reference;
• Product SKU and exact description;
• Quantity affected;
• Device model and OS version;
• Detailed symptom explanation;
• Bench diagnostic tests performed;
• Clear diagnostic photos;
• Video demonstration of the fault;
• Serial numbers or warranty stamps where available;
• Installation date.

Celltro may request additional testing data or photos prior to approving an RMA return.

Issuance of an RMA number indicates authorization to ship the unit for inspection; it does not constitute admission of defect or claim approval.

32. Return Inspection & Bench Testing

All returned merchandise is subject to bench testing and physical inspection by Celltro.

Claims will be denied where:

• No covered defect is identified upon testing;
• The component operates within manufacturer specifications;
• Damage results from improper installation or handling;
• Physical damage, cracked glass, or creased cables are found;
• Claim documentation is missing or falsified;
• The item was not purchased from Celltro;
• Serial identifiers or quality stamps do not match invoice records;
• The applicable warranty period has expired.

RMA processing typically takes 1 to 7 business days following warehouse receipt.

33. Remedies & Resolutions

Upon approving a valid warranty claim, Celltro may, at its reasonable discretion:

• Provide an identical replacement unit;
• Provide a verified equivalent replacement;
• Repair the unit where technically viable;
• Issue a store credit to the Client’s account;
• Or issue a refund where circumstances justify or where required by law.

Replacements may be fulfilled with:

• An identical component;
• A revised hardware revision;
• An equivalent part matching or exceeding original specifications.

34. Store Credit Policy

Approved returns and warranty claims are settled via Celltro account store credit.

The credit amount is calculated based on the lower of:

1. The net purchase price paid by the Client;
2. The current catalog price of the Product at the time the RMA is processed.

Example:

• A component purchased for $60 that is currently listed at $50 yields a maximum credit of $50.
• A component purchased for $60 that is currently listed at $70 yields a maximum credit of $60.
• Account credits may be redeemed against future Celltro Orders.
• Approved returns do not give rise to automatic payment card or cash refunds.

Direct refunds may be issued where:

• Celltro invoiced an item it cannot deliver;
• Celltro made an uncorrectable fulfillment error;
• A parcel is officially confirmed lost in transit;
• Celltro grants explicit written management authorization;
• Or mandatory law requires.

35. Prepaid Return Shipping Labels

Accounts purchasing at least $1,500 in replacement parts over the preceding 30 days are eligible to receive up to one free prepaid return shipping label per calendar month.

Multiple RMA items may be consolidated into a single return parcel when authorized by Celltro.

Prepaid return labels are not provided for:

• Discretionary remorse returns;
• Items ordered in error by the Client;
• Non-warranty items;
• Returns originating from outside Canada;
• Client-induced damage;
• Items rejected upon bench inspection.

Celltro reserves the right to modify, suspend, or terminate prepaid return label privileges in cases of operational abuse.

36. Excessive RMA Threshold

Celltro may audit any wholesale account whose total RMA claim value exceeds 25% of gross purchases over any 90-day rolling period.

In such instances, Celltro may:

• Request detailed technical diagnostic documentation;
• Mandate pre-return photo/video verification for all claims;
• Implement mandatory pre-shipment bench testing;
• Temporarily hold new RMA processing pending review;
• Revoke prepaid return label privileges;
• Adjust account credit terms and payment arrangements;
• Terminate wholesale account privileges in cases of proven bad-faith claims.

An elevated return rate does not result in the arbitrary denial of legitimate claims, but justifies rigorous inspection and technical audit.

37. Rejected RMA Items

Items rejected upon inspection are held in our warehouse for 15 calendar days following written notice to the Client.

During this holding period, the Client may request the return of the rejected items at its own expense.

Upon expiration of the 15-day notice period, unclaimed rejected items may be recycled, scrapped, or disposed of by Celltro, subject to applicable environmental laws.

38. Non-Eligible Merchandise

The following merchandise is strictly non-returnable:

• Components showing evidence of permanent adhesive installation or soldering;
• Physically cracked, broken, or crushed parts;
• Incomplete assemblies or parts missing sub-components;
• Customized or factory-personalized products;
• Special on-demand procurement orders;
• Made-to-order merchandise;
• Items sold under clear "Final Sale" or clearance designations;
• Parts with missing, scratched, or altered serial numbers/warranty stamps;
• Items procured from third-party distributors;
• Merchandise with removed liners, broken seals, or defaced packaging that prevents resale;
• Components damaged through incorrect technician installation;
• Items displaying liquid ingress, heat stress, pressure marks, flux residue, or corrosion.

LIABILITY & GENERAL LEGAL PROVISIONS

39. Client Obligations Toward End Customers

The Client operates as an independent commercial enterprise.

The Client remains solely responsible for:

• Its own retail and wholesale pricing;
• Its marketing representations;
• Its warranty and return policies;
• Any extended warranties it provides;
• Workmanship quality and installation safety;
• End-customer data security and privacy;
• Legal and regulatory compliance of its operations;
• All repair and technical services rendered to end clients.

The Client shall not:

• Make false, deceptive, or misleading claims regarding Products;
• Market compatible, generic, or aftermarket parts as genuine OEM parts;
• Claim unauthorized affiliation with Celltro or device manufacturers;
• Alter regulatory safety marks or certification labels;
• Remove or obscure mandatory product warnings;
• Falsify hardware serial numbers or telemetry data.

40. Product Safety & Recalls

The Client must store, transport, install, and resell Products in strict compliance with applicable laws, fire regulations, and industry safety standards.

The Client must notify Celltro immediately upon becoming aware of:

• Personal injury or safety incidents;
• Thermal runaway or fire events;
• Abnormal component overheating or battery swelling;
• Failures presenting immediate safety hazards;
• Workplace safety incidents involving Products;
• Governmental or regulatory inquiries;
• Manufacturer safety recalls;
• Identified critical product safety risks.

In the event of a product recall or safety bulletin, the Client must:

• Halt sales and distribution of affected inventory immediately;
• Quarantine and identify affected serial/batch units;
• Follow Celltro’s safety directives;
• Cooperate in notifying end customers where required;
• Return, isolate, or safely dispose of affected units in accordance with safety regulations.

41. Confidentiality of Wholesale Pricing

Wholesale catalog pricing, confidential quotations, tiered discounts, and negotiated commercial terms are proprietary to the designated Client.

Without prior written consent from Celltro, the Client shall not:

• Share account login credentials;
• Grant third parties access to the private B2B catalog;
• Publish wholesale price sheets;
• Disclose negotiated quotations to competitors or public forums;
• Scrape or extract catalog data from the Site;
• Deploy unauthorized scraping bots, spiders, or automated scripts.

The Client may disclose pricing information solely to employees, accountants, legal counsel, and financial lenders on a strict need-to-know basis.

42. Intellectual Property

The Site, source code, text, graphics, high-resolution product photography, descriptions, trademarks, badge logos, categorization schemas, and catalog materials are the property of Celltro and protected by intellectual property laws.

Access to the Site does not grant any ownership rights.

The Client is granted a limited, revocable license to utilize designated product images and descriptions solely for the marketing and resale of purchased Products, provided that it:

• Does not alter marketing assets in a deceptive manner;
• Does not remove copyright or trademark notices;
• Does not imply an unauthorized corporate partnership;
• Promptly ceases usage upon written notice from Celltro.

43. Indemnification

To the maximum extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless Celltro, its parent company, directors, officers, employees, and agents from and against all third-party claims, liabilities, damages, losses, costs, and reasonable legal fees arising directly or indirectly from:

• Negligent installation, improper assembly, or technician error;
• Unauthorized hardware modifications or alteration of the Product;
• Misuse or non-compliant operation of the Product;
• Deceptive, inaccurate, or misleading commercial representations;
• Independent warranties extended by the Client to third parties;
• Violation of applicable laws or regulations;
• Infringement of third-party intellectual property or privacy rights;
• Deceptive marketing or passing off compatible parts as OEM;
• Mishandling or unauthorized disclosure of customer data.

This indemnity shall not apply to the extent that a claim results directly from gross negligence or intentional fault of Celltro that cannot be disclaimed under applicable law.

44. Limitation of Liability

To the fullest extent permitted by law, Celltro shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation:

• Loss of business profits;
• Loss of revenue or sales;
• Loss of commercial goodwill or reputation;
• Loss or corruption of device data;
• Loss of device usability;
• Business interruption or shop downtime;
• Third-party claims asserted by the Client’s customers;
• Cost of substitute replacement devices;
• Loss of technician time;
• Billable labor costs;
• Disassembly expenses;
• Reinstallation costs.

Subject to liabilities that cannot be limited by law, Celltro's cumulative aggregate liability arising from any claim, contract, tort, or warranty shall be strictly capped at the net amount paid by the Client for the specific Product unit giving rise to the claim.

Nothing in these Terms shall limit or exclude liability for:

• Intentional fault or gross negligence;
• Bodily injury or moral damages where such exclusion is prohibited by law;
• Statutory latent defects known to the merchant seller where liability cannot be contractually excluded;
• Other mandatory statutory consumer protections where applicable by law.

45. Force Majeure

Celltro shall not be liable for failure or delay in fulfilling any obligation where such failure results from events beyond its reasonable control, including:

• Acts of God, natural disasters, severe weather, or floods;
• Fires, explosions, or industrial accidents;
• War, invasion, civil unrest, or acts of terrorism;
• Labor strikes, lockouts, or industrial disputes;
• Epidemics, pandemics, or public health emergencies;
• Telecommunications, electrical grid, or Internet outages;
• Cybersecurity attacks, ransomware, or server failures;
• Commercial carrier network disruptions or transport halts;
• Border closures, trade embargos, or customs clearance delays;
• Global raw material shortages or supply chain interruptions;
• Governmental laws, orders, embargoes, or executive decrees;
• Upstream supplier or manufacturer insolvency or delivery default.

If a Force Majeure event persists for an extended period, Celltro may cancel unfulfilled Orders and refund or credit advance payments collected for unfulfilled Products.

46. Privacy & Personal Information

Personal and corporate data collected is processed in accordance with Celltro’s Privacy Policy and applicable data protection legislation.

The Client warrants that it holds full legal authorization and consent to provide personal contact details for its representatives and employees.

The Client must not transmit personal data, passwords, biometric records, or confidential contents originating from an end customer’s mobile device.

Prior to returning any hardware component, the Client must wipe, purge, or decouple all confidential customer data.

47. Electronic Communications

The Client consents to receive operational and legal notices electronically, including:

• Order confirmations and tracking updates;
• Tax invoices and billing statements;
• Credit notes and RMA status updates;
• Delivery notices;
• Product catalog announcements;
• Product safety bulletins;
• Administrative notices;
• Updates to these Terms.

The Client must maintain current contact information and email addresses on file.

Electronic records, audit logs, and transaction receipts maintained by Celltro shall serve as admissible proof of transactions between the parties, subject to contrary admissible evidence.

48. Amendments to Terms

Celltro reserves the right to amend these Terms at any time for future transactions.

Amendments do not apply retroactively to Orders accepted prior to the date of modification, except:

• Upon mutual written consent;
• Where required by law or regulatory bodies;
• Where necessary for product safety;
• Or as otherwise permitted by law.

In the event of a material modification, Celltro may notify registered Clients via email or display an announcement banner on the Site.

49. Account Suspension & Termination

Celltro reserves the right to suspend or terminate wholesale account privileges immediately in instances of:

• Fraud or attempted fraud;
• Bad-faith or abusive payment card chargebacks;
• Falsified corporate or tax credentials;
• Overdue or defaulted invoice balances;
• Unauthorized sharing of account credentials;
• Breach of pricing confidentiality;
• Security threats or abusive scraping;
• Hostile or abusive conduct toward staff;
• Material breach of these Terms;
• Deceptive, misleading, or unlawful product distribution.

Account suspension does not relieve the Client of its accrued payment liabilities.

50. Assignment

The Client may not assign, transfer, or delegate its rights or obligations under these Terms without prior written consent from Celltro.

Celltro may assign its rights and obligations in connection with a corporate reorganization, financing, corporate merger, acquisition, or sale of substantial business assets, provided such transfer does not materially reduce the Client's contractual rights.

51. Severability

If any provision of these Terms is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed or limited to the minimum extent necessary to comply with applicable law.

All remaining provisions of these Terms shall remain in full force and effect.

52. Non-Waiver

Failure or delay by Celltro to strictly enforce any provision of these Terms shall not be construed as a waiver of that provision or any other right hereunder.

53. Entire Agreement

These Terms, together with accepted Orders, applicable written quotations, and referenced site policies, constitute the complete agreement between the parties regarding the subject matter hereof.

Any custom modification or variance must be confirmed in writing and signed by an authorized corporate officer of Celltro.

54. Governing Law

These Terms, wholesale accounts, and all Orders are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.

55. Dispute Resolution & Jurisdiction

Prior to initiating legal proceedings, a party must provide written notice detailing:

• The specific nature of the dispute;
• Material facts and circumstances;
• The specific commercial remedy sought;
• All supporting documentation.

The parties shall negotiate in good faith to resolve the dispute informally for a period of at least 15 calendar days following receipt of notice.

Failing amicable settlement, any legal action or dispute arising out of or related to these Terms shall be submitted to the exclusive jurisdiction of the competent courts in the Judicial District of Quebec, Province of Quebec, Canada, subject to mandatory territorial jurisdiction rules.

The parties may mutually agree to voluntary mediation.

Mandatory binding arbitration is not imposed under these Terms.

56. Language

The French version of these Terms is made accessible to the Client prior to entering into the transaction.

An English version is provided and utilized where the Client expressly manifests its wish to contract in English after having access to the French version.

Mandatory requirements of the Charter of the French Language remain applicable.

57. Contact Information

General Inquiries: support@celltro.ca

Warranty & RMA Inquiries: rma@celltro.ca

Wholesale Accounts & Sales: sales@celltro.ca

Invoicing & Accounts Payable: accounting@celltro.ca

Celltro — Phonio Technologies Inc.
1055A Raymond Blvd
Quebec, QC G1B 2R5
Canada

Phone: 581-991-6396
Website: celltro.ca
NEQ: 1180390438