Norpex Marketplace — Terms of Service

Last updated: June 14, 2026

STATUS: STRONG DRAFT FOR CANADIAN LEGAL REVIEW — NOT YET FINAL OR IN FORCE. These Terms have been prepared as a working draft and must be reviewed and approved by qualified Canadian legal counsel (in particular on payments/FINTRAC, consumer-protection, tax, and Quebec Law 25 / French-language matters) before being published or relied upon. Bracketed items marked [CONFIRM] require a business or legal decision.

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1. Introduction and Acceptance

1.1 Who we are. Norpex Marketplace ("Norpex Marketplace", the "Marketplace", "we", "us", "our") is an online marketplace operated by [Norpex / full legal entity name and registered address — CONFIRM] ("Norpex") at marketplace.norpex.ca. The Marketplace lets independent third-party sellers list used commercial, restaurant, and industrial equipment for sale to buyers across Canada.

1.2 The Marketplace is separate from norpex.ca. Norpex also operates norpex.ca, where Norpex sells its own first-party equipment. These Terms govern the Marketplace only. Purchases of Norpex's own first-party inventory on norpex.ca are governed by separate terms and are not subject to these Terms. Where these Terms refer to "sellers", they mean independent third-party sellers, not Norpex.

1.3 These Terms are a binding contract. These Terms of Service, together with our [Privacy Policy], [Return Policy], [Refund Policy], [Warranty / As-Is Disclaimer], and any Seller Terms, fee schedules, or policies we link to (collectively, the "Agreement"), form a legally binding contract between you and Norpex governing your access to and use of the Marketplace.

1.4 Acceptance. By creating an account, listing equipment, placing a bid or offer, completing a purchase, or otherwise accessing or using the Marketplace, you acknowledge that you have read, understood, and agree to be bound by the Agreement. If you do not agree, do not use the Marketplace.

1.5 Language. These Terms are available in English and French. [In the event of any conflict, the [English / French] version governs, except where applicable law (including Quebec's Charter of the French Language) requires the French version to prevail — CONFIRM with counsel.]

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2. Eligibility and Accounts

2.1 Who may use the Marketplace. To use the Marketplace you must:

(a) be at least the age of majority in your province or territory and able to form a legally binding contract;

(b) be located in, and transacting from, Canada; the Marketplace is intended for Canadian buyers and sellers and Canada-only transactions; and

(c) if you are using the Marketplace on behalf of a business or other entity, have authority to bind that entity, in which case "you" means that entity.

2.2 Accurate information. You agree to provide accurate, current, and complete information when you register and to keep it up to date. We may refuse, suspend, or terminate accounts that contain false, misleading, or incomplete information.

2.3 One account; account security. Unless we agree otherwise in writing, you may hold only one account. You are responsible for safeguarding your login credentials and for all activity under your account. Notify us immediately of any unauthorized use. We are not liable for losses arising from your failure to secure your account.

2.4 Account approval and refusal. We may approve, decline, condition, suspend, or close any account at our discretion, including to comply with law, manage risk, or protect the Marketplace and its users.

2.5 Identity and tax verification. You agree to provide, and to let us verify, identity, business, banking, and tax information we reasonably require — including information we must collect to meet our obligations as a reporting platform operator under the Income Tax Act (Canada) digital platform reporting rules and as a marketplace facilitator for sales-tax purposes (see Sections 7 and 9). You consent to our collecting, verifying, using, and disclosing this information for these purposes, and to our annual reporting of seller information to the Canada Revenue Agency (CRA) where required by law.

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3. The Marketplace Is a Venue — Norpex Is Not a Party to Sales

This Section is fundamental to the entire Agreement. Every other term should be read in light of it.

3.1 Norpex is a venue and intermediary only. Norpex provides a technology platform that connects independent third-party sellers with buyers. Norpex is not a party to, agent for, broker of, or guarantor of any sale, and the binding contract of sale for any item forms directly between the buyer and the seller. Each seller is the seller and supplier of its own equipment; Norpex is not.

3.2 Norpex does not own, possess, inspect, or control the goods. Norpex does not own, take title to, take possession of, store, inspect, test, certify, or control any item listed on the Marketplace. Listings, descriptions, photos, specifications, condition statements, and pricing are created and controlled by the seller, not by Norpex. Norpex does not independently verify them and makes no representation about any item, any seller, or any buyer.

3.3 No endorsement. A listing's presence on the Marketplace, or any seller's approval to sell, is not an endorsement, recommendation, certification, or guarantee by Norpex of the item, the seller, or the transaction.

3.4 Your recourse runs to the other party. Because Norpex is a venue and not a party to the sale, your recourse in connection with any item or transaction is against the other party to that transaction (the seller or the buyer), and not against Norpex — except for the limited dispute and escrow mechanism Norpex itself provides under Section 11, and except for rights that cannot be limited under applicable law.

3.5 Limited services Norpex does provide. Norpex provides only the following: hosting listings; facilitating payment through a third-party payment processor (Section 6); facilitating freight booking through a third-party carrier service (Section 8); holding the purchase price pending the inspection window; and administering the dispute process in Section 11. These services do not make Norpex a party to, or guarantor of, the sale.

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4. Sellers — Approval, Representations, and Obligations

4.1 Seller approval. Selling on the Marketplace requires a separate seller account that Norpex must approve before any listing goes live. Norpex may approve, decline, condition, suspend, or revoke seller status at its discretion, including based on identity, business, risk, compliance, or performance considerations. Approval is not an endorsement (Section 3.3).

4.2 Seller type. At onboarding you must accurately tell us whether you are selling as a business/professional/dealer or as a private individual, and you must keep this designation accurate. This designation affects the legal warranties that apply to your sales (see Section 10) and your tax treatment (Section 7). Misrepresenting your seller type is a material breach.

4.3 Seller representations and warranties. Each time you list or sell an item, you represent and warrant to Norpex and to the buyer that:

(a) you own the item or are authorized to sell it, and you can pass good and marketable title, free of liens, security interests, and encumbrances, except as clearly disclosed in the listing;

(b) the listing is accurate, complete, and not misleading, and the item is as described, including its make, model, condition, defects, history, and any missing parts;

(c) you have disclosed all material defects and all material facts a reasonable buyer would want to know;

(d) the item, and your sale of it, comply with all applicable laws, codes, and standards (including safety, electrical, gas, and import/export requirements);

(e) you bear all risk of loss for the item until it is delivered to the buyer, and you will package and ship it appropriately; and

(f) you will honour the sale on the terms listed.

4.4 Seller carries the deal. As between you and Norpex, you (the seller) are solely responsible for the item, its description, its condition, its title, its delivery, its compliance with law, and any warranty obligations to the buyer (including any non-excludable statutory warranties — see Section 10). Norpex's venue role does not shift any of this responsibility to Norpex.

4.5 Ongoing obligations. You agree to respond to buyer and Norpex communications promptly, ship within the time stated or otherwise within a commercially reasonable time, provide tracking/documentation, and cooperate in good faith with the dispute process.

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5. Buyers — Obligations and Acknowledgements

5.1 Buyer obligations. As a buyer you agree to:

(a) read the full listing and assess the item before committing to buy, recognizing that the items are used and are sold AS-IS by independent sellers (Section 10);

(b) pay the full purchase price, applicable taxes, and freight charges through the Marketplace checkout when your purchase becomes binding;

(c) make yourself or your agent available to receive the freight delivery, and inspect the item promptly on delivery within the inspection window (Section 11); and

(d) communicate and act in good faith, including in any dispute.

5.2 Binding purchase. When you complete checkout (or your offer is accepted, as applicable), you enter a binding contract of sale with the seller, and you authorize the payment described in Section 6. [CONFIRM whether the Marketplace uses fixed-price buy-now only, or also offers/auctions; if offers/auctions are used, add binding-offer mechanics and non-paying-buyer default fees here.]

5.3 No change-of-mind cancellation. Because each item is a single used unit sold by an independent seller and freight is arranged specifically for your order, you do not have a general right to cancel for change of mind once your purchase is binding. Your protection is the inspection-window dispute process in Section 11, not a change-of-mind return. This does not limit any cancellation or other right you may have that cannot be excluded under applicable consumer-protection law (Sections 10 and 11).

5.4 Buyer responsible after release. Once funds are released to the seller following the inspection window (Section 11), the sale is final as between you and the seller, subject only to any transferable manufacturer warranty (Section 10.5) and to rights that cannot be excluded by law.

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6. Payments and Escrow

6.1 How payment works. All Marketplace payments are processed through our third-party payment processor, Stripe. When you buy an item, you pay the purchase price, applicable taxes, and freight into a holding arrangement facilitated by Stripe. Funds are held and moved by Stripe; Norpex instructs the release of funds but does not itself hold buyer funds in its own accounts. The seller is the principal beneficiary of the payment, and Norpex facilitates receipt of the price as a convenience to enable the transaction.

6.2 Escrow / held-funds model. Funds are held pending satisfaction of the release conditions: confirmed delivery (or pickup) of the item, followed by lapse of the inspection window in Section 11 with no unresolved dispute. On satisfaction of those conditions, the funds (less Norpex's commission, card processing fees, and any amounts withheld for tax where applicable) are released to the seller. If a dispute is resolved in the buyer's favour, funds may be refunded to the buyer in whole or in part as described in Section 11 and the Refund Policy.

6.3 Role of Norpex in payments. Norpex acts as the seller's payment-collection agent for the limited purpose of facilitating payment, with Stripe holding and transmitting the money. Norpex is not a bank, deposit-taker, money-services business, or money transmitter, and the held-funds arrangement is a delayed-settlement mechanism provided through Stripe, not a separate Norpex-operated escrow account. [CONFIRM with Canadian payments counsel — FINTRAC/MSB characterization of the Stripe Connect flow is the highest-risk item and must be blessed before launch.]

6.4 Authorizations. You authorize Norpex and Stripe to charge your selected payment method for the purchase price, taxes, freight, and any other amounts you owe under the Agreement, and you authorize the holding, release, refund, and seller-payout movements described above. Sellers authorize Norpex to instruct deductions of commission, fees, taxes, and adjustments before payout.

6.5 Chargebacks and anti-circumvention. You agree to use the Marketplace dispute process (Section 11) as your first remedy and not to initiate a payment-card chargeback for an issue that is, or could be, addressed through that process. Pursuing both a chargeback and a Marketplace dispute for the same issue, or otherwise attempting to recover the same amount twice, is prohibited. We may suspend accounts and recover amounts wrongfully obtained.

6.6 Currency and accuracy. All amounts are in Canadian dollars (CAD) unless stated otherwise. You are responsible for the accuracy of payment and (for sellers) payout details.

6.7 Financing. Equipment financing/leasing may be available through Econolease, an independent third party. Any financing is a separate agreement between you and Econolease (or another provider). Norpex is not the lender, is not a party to the financing, and makes no representation about approval, terms, or suitability.

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7. Commission and Fees

7.1 Norpex commission. For each completed sale, Norpex earns a commission calculated on the purchase price after card processing fees are deducted, at the following rates [CONFIRM final figures]:

(a) 15% of the post-card-fee amount for sales under CAD $5,000; and

(b) 10% of the post-card-fee amount for sales of CAD $5,000 or more.

A per-seller reduced ("VIP") commission rate may apply where Norpex agrees to one in writing.

7.2 Card processing fees. Card/processing fees charged by Stripe (for example, [2.9% + $0.30 per transaction — CONFIRM]) are deducted before commission is calculated, as described in 7.1. The commission is taken from the held funds before payout to the seller.

7.3 Buy-now-pay-later (BNPL) surcharge. Buyers may choose to pay using a buy-now-pay-later method offered at checkout (for example, Klarna or Afterpay), where eligible. BNPL providers charge materially higher processing costs than cards. Accordingly, where a buyer completes a purchase using a BNPL method, an additional surcharge of 6% of the item price, plus the applicable payment-processing fees, is deducted from the seller's proceeds for that order, in addition to the commission in 7.1 and the processing fees in 7.2. This surcharge is itemized on the seller's payout record. [CONFIRM the 6% figure and whether it applies to all BNPL methods.]

7.4 Promotion / featured-listing fees. Optional promoted or "featured" listing placements are available for a separate fee (for example, [$49 for 7 days / $129 for 30 days — CONFIRM]). Featured fees are separate from sales commission, are charged when you purchase the promotion, and are non-refundable once the promotion period begins, except as required by law.

7.5 Taxes on fees. Norpex's fees may be subject to GST/HST/QST/PST. We will state and collect applicable tax on our fees as required.

7.6 Changes to fees. We may change our fees prospectively on notice as provided in Section 17. Fee changes do not affect transactions already binding when the change takes effect.

7.7 Commission on refunds. [CONFIRM business decision and state clearly:] Where a buyer receives a full refund because the seller misrepresented the item or failed to deliver, Norpex will [refund / not retain] its commission so the buyer receives a true full refund. Where a refund results from other causes, commission treatment is as set out in the Refund Policy.

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8. Listings and Prohibited Items

8.1 Seller listings. Sellers create listings and are responsible for their accuracy and legality (Section 4). Each listing is for a single used item (quantity one). Listings must include an honest condition description and disclose known defects.

8.2 Norpex's listing rights. We may, without obligation, review, edit formatting of, re-categorize, decline, suspend, or remove any listing, and may require re-approval where a listing is materially changed (for example, a change to images, price, or stated condition). We do not pre-screen listings for accuracy and are not responsible for listing content (Section 3.2).

8.3 Prohibited and restricted items and conduct. You must not list, sell, buy, or use the Marketplace for:

(a) items you do not own or are not authorized to sell, or stolen, counterfeit, or recalled goods;

(b) items whose sale, possession, or transfer is illegal or restricted, or that fail to meet applicable safety/compliance standards (including non-compliant electrical or gas equipment);

(c) weapons, hazardous materials, or other items prohibited by law or by carrier rules, except as expressly permitted and lawfully handled;

(d) misleading, fraudulent, or infringing listings, including misrepresenting condition, make, model, or title;

(e) attempts to complete or solicit transactions off-platform to avoid fees or the escrow/dispute process ("fee circumvention"); or

(f) any unlawful, deceptive, abusive, or harmful activity, or any attempt to interfere with, scrape, overload, or compromise the Marketplace.

8.4 Off-platform circumvention. Contacting a counterparty discovered through the Marketplace to transact off-platform for an item listed on the Marketplace is prohibited and may result in fees, suspension, or termination.

8.5 Off-Platform Arrangements, Private Dealings, and Ancillary Services

Buyer Protection, the escrow hold, and the dispute process apply only to the on-platform sale of the Goods. Anything you arrange off the Marketplace is solely between you and the other party, at your own risk. Read this Clause together with Sections 8.3–8.4 (prohibited conduct / off-platform circumvention) and Section 11 (Inspection Window, Disputes, and Returns) of the Terms of Service.

B.1 Off-platform and ancillary arrangements are solely between the parties. Any arrangement, communication, payment, service, or agreement that a Buyer and a Seller (or either of them and any third party) make or perform outside the Marketplace's on-platform process is solely between those parties, at their own risk. This includes, without limitation:

(a) any off-platform payment or transfer (cash, e-transfer, cheque, wire, direct card, or any payment not processed through Marketplace checkout and the Stripe escrow flow described in Terms of Service, Section 6);

(b) any private side-deal, off-platform sale, or off-listing modification of price, terms, or items; and

(c) any ancillary or after-sale service that one party provides to, or arranges for, the other — including installation, de-installation, rigging, removal, dismantling, loading assistance, repair, refurbishment, calibration, certification, inspection, training, commissioning, storage, or warehousing — whether performed by the Seller, the Buyer, or a third party.

B.2 Norpex is not a party to off-platform arrangements or services. Norpex is a venue (Terms of Service, Section 3). Norpex is not a party to, does not administer, does not arrange, does not supervise, does not endorse, does not guarantee, and is not liable for any off-platform arrangement, private dealing, or ancillary service described in B.1, or for the conduct, quality, timeliness, safety, qualifications, licensing, or insurance of any party providing it. Norpex makes no representation or warranty about any such arrangement or service (Warranty & "As-Is" Disclaimer, Section 3). Any such service is provided on the service provider's own terms, and any dispute about it is between the parties to it (Terms of Service, Section 3.4).

B.3 Buyer Protection applies only to the on-platform sale of the Goods. Buyer Protection, the escrow hold, the inspection-window dispute process, and any refund administered by Norpex apply only to the on-platform sale of the Goods transacted through Marketplace checkout — that is, to non-delivery of the Goods or material non-conformance of the Goods with the listing (Terms of Service, Section 11; Warranty & "As-Is" Disclaimer, Section 7). They do not apply to, and no refund, escrow recourse, mediation, or remedy is available from Norpex for:

(a) any off-platform payment, private side-deal, or off-platform arrangement;

(b) any ancillary or after-sale service listed in B.1, including a service that is undelivered, delayed, defective, incomplete, or unsatisfactory; or

(c) any dispute about such an arrangement or service, including any dispute about amounts paid for it.

B.4 Moving payment or the transaction off-platform voids Buyer Protection. Soliciting, arranging, or completing payment or the sale off-platform, or otherwise circumventing Marketplace checkout and the escrow flow for an item discovered through the Marketplace, is prohibited (Terms of Service, Sections 8.3(e) and 8.4) and voids Buyer Protection for that transaction: funds that never entered the Stripe escrow flow cannot be held, refunded, or recovered by Norpex (Terms of Service, Section 6), and a Buyer who pays a Seller off-platform does so entirely at the Buyer's own risk and without any Norpex protection or recourse. Such conduct may also result in fees, suspension, or termination under the Terms of Service (Sections 8.4 and 16.2). This Clause does not displace a Buyer's separate obligation not to seek double recovery (Terms of Service, Sections 6.5 and 11.7).

B.5 Non-waivable rights and recourse to the other party preserved. Nothing in this Clause excludes, restricts, or modifies any right, condition, warranty, or remedy that applicable law does not permit to be excluded — and this Clause applies only to the maximum extent permitted by applicable law (Warranty & "As-Is" Disclaimer, Section 9). A party's recourse for any off-platform arrangement or ancillary service runs against the other party to it (and any third-party provider), not against Norpex (Terms of Service, Section 3.4). Where applicable consumer-protection or other law gives a Buyer non-waivable rights in connection with such an arrangement or service, those rights apply as between the Buyer and the counterparty or provider and do not convert Norpex — a venue that is not a party to the arrangement — into a party, warrantor, or guarantor of it (Warranty & "As-Is" Disclaimer, Section 9.3).

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9. Taxes

9.1 Sales tax. Applicable GST/HST, QST, and provincial sales taxes (such as BC PST) may apply to Marketplace sales. Where Norpex is required to act as a marketplace/distribution-platform facilitator, Norpex may be deemed the supplier for certain sales by non-registered sellers and may be required to collect and remit such taxes; in those cases displayed prices and checkout will reflect the tax Norpex collects. [CONFIRM registration analysis — GST/HST deemed-supplier rules, Quebec Specified QST, BC PST, and SK/MB marketplace-facilitator rules — with tax counsel.]

9.2 Seller responsibilities. Sellers are responsible for determining and meeting their own tax obligations on their sales where Norpex is not the deemed collector, including registration, collection, and remittance, and for the accuracy of the tax information they provide.

9.3 Information reporting. As noted in Section 2.5, Norpex may be required to collect, verify, and annually report seller information to the CRA under the digital platform reporting rules. You agree to provide the required information and consent to this reporting.

9.4 Tax on refunds. Where a sale is refunded, applicable taxes are refunded proportionally, as described in the Refund Policy.

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10. AS-IS — No Warranty From Norpex

Read this Section together with Section 11. Norpex provides no product warranty; your only Norpex-provided protection is the inspection-window dispute process in Section 11.

10.1 Items sold AS-IS by the seller. EXCEPT FOR ANY TRANSFERABLE MANUFACTURER WARRANTY (SECTION 10.5) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVERY ITEM ON THE MARKETPLACE IS SOLD BY THE INDEPENDENT SELLER "AS IS, WHERE IS, WITH ALL FAULTS," AND THE SELLER AND NORPEX MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ITEM WILL FUNCTION OR OPERATE WHEN DELIVERED.

10.2 Norpex gives no product warranty. Norpex is a venue (Section 3) and provides no warranty whatsoever on any item sold through the Marketplace. Norpex does not inspect, test, or certify items.

10.3 Used goods; buyer inspection. Items are pre-owned. Wear, age, cosmetic imperfection, and the ordinary characteristics of used equipment are expected and are not defects. Buyers are responsible for reviewing the listing and assessing suitability before buying.

10.4 Statutory rights preserved where they cannot be excluded. Nothing in this Section excludes, restricts, or modifies any right, warranty, condition, or remedy that applicable consumer-protection or sale-of-goods legislation does not allow to be excluded — including, for sales by professional/merchant sellers to consumers, the legal warranties under the Consumer Protection Act (Quebec) and implied conditions under provincial sale-of-goods and consumer-protection statutes. The AS-IS disclaimer applies only to the extent permitted by applicable law and may not be effective for certain consumer buyers. Where a seller is a professional/merchant and the buyer is a consumer, the seller — not Norpex — owes any applicable non-excludable statutory warranty.

10.5 Manufacturer warranty pass-through. If an item carries a manufacturer's warranty that is transferable, that warranty is between the buyer and the manufacturer (and/or seller). Norpex is not a party to it, does not administer it, and makes no representation that any manufacturer warranty exists or is transferable.

10.6 Relationship to the dispute process. The AS-IS position does not override the inspection-window dispute process. That process protects buyers against material non-conformance with the listing and undisclosed material defects — not against the inherent risks of buying used equipment AS-IS, normal wear, or buyer's remorse (Section 11).

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11. Inspection Window, Disputes, and Returns

11.1 The inspection window. After an item is delivered (or picked up), the buyer has a 3-day inspection window to examine the item and, if there is a problem covered by Section 11.2, file a dispute through the Marketplace. Funds remain held during the window. If no dispute is filed before the window closes, the funds are released to the seller and the sale is final (subject to Section 10.4 and 10.5).

11.2 What the window covers. The inspection window and any resulting refund cover material non-conformance with the listing and undisclosed material defects — for example, the item is materially not as described, is missing major represented components, or has a significant defect that was not disclosed and could not reasonably be seen from the listing. The window does not cover change of mind, buyer's remorse, normal wear, cosmetic imperfection consistent with a used item, or the ordinary AS-IS risks of used equipment (Section 10).

11.3 Non-delivery disputes. If an item is not delivered, a buyer may open a non-delivery dispute. [CONFIRM:] Non-delivery disputes may be opened up to 10 days after payment (and through the inspection window once delivery occurs).

11.4 How to file. To file a dispute, the buyer must, within the applicable window, submit through the Marketplace a description of the problem and supporting evidence (such as photographs, video, the relevant listing language, and a description of how the item differs from the listing). The buyer should preserve the item and packaging and not use the item beyond what is needed to inspect it.

11.5 Mediation by Norpex. Norpex will review the dispute, give the seller an opportunity to respond, and mediate based on the listing, the evidence, and these Terms. Norpex may decide to release the funds to the seller, refund the buyer in full or in part from the held funds, or reach another resolution. Norpex applies an evidentiary standard of material non-conformance: the question is whether the item materially differs from what the listing represented. Norpex's determination of a Marketplace dispute is final as the Marketplace's own remedy, and does not limit either party's separate legal rights against the other or any non-excludable statutory right.

11.6 Return freight. If a dispute resolution requires the item to be returned, the policy on who pays return freight is: [CONFIRM — typically the buyer, unless the seller misrepresented the item or it was materially non-conforming, in which case the seller bears return freight.] Return shipping is arranged through the Marketplace's freight service where applicable.

11.7 No double recovery. A buyer may not pursue both a Marketplace dispute and a payment-card chargeback for the same issue, or otherwise recover the same loss twice (Section 6.5).

11.8 No general right of return. Apart from the dispute process in this Section, there is no general right of return or refund on the Marketplace; all sales are final once funds are released (subject to Section 10.4 and 10.5). This is also addressed in the separate Return Policy and Refund Policy.

11.9 Statutory rights. Nothing in this Section limits any cancellation, return, or refund right that applicable consumer-protection legislation grants and does not permit to be excluded (Section 10.4).

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12. Freight and Shipping

12.1 Freight is arranged through a third-party carrier service. LTL freight is arranged through ClickShip (or another carrier/broker we designate). Sellers ship from their own location. Norpex does not transport goods and is not a carrier.

12.2 Buyer pays freight. Unless stated otherwise, the buyer pays freight charges, which are quoted at or before checkout. Freight quotes may be estimates; actual charges may vary with weight, dimensions, location, accessorials (such as liftgate), and carrier rates, and may be adjusted accordingly. [CONFIRM how quote-vs-actual adjustments are handled and disclosed.]

12.3 Risk and timing. As between buyer and seller, risk of loss passes on delivery (Section 4.3(e)), and delivery starts the inspection window (Section 11). Freight timing depends on the carrier; Norpex does not guarantee delivery dates.

12.4 No liability for carriers. Norpex is not responsible for acts, omissions, delays, loss, or damage by carriers or freight brokers. Carrier claims are between the shipping party and the carrier, though Norpex may assist administratively.

12.5 Freight Preparation, Packaging, and Third-Party Carrier Pickup

The Seller prepares and protects the Goods for freight; Norpex arranges an independent carrier to pick them up. Norpex is not a carrier and is not a party to the freight contract. Read this Clause together with the Shipping/Freight Terms and with Section 12 (Freight and Shipping) of the Terms of Service.

A.1 Seller is solely responsible for freight preparation. The Seller is solely responsible, at the Seller's cost and risk, for properly packaging, crating, palletizing, skidding, banding, wrapping, securing, and otherwise protecting the Goods so that they can withstand the ordinary handling, loading, transfer, and transit conditions of less-than-truckload ("LTL") freight. The Seller must prepare the Goods to a commercially reasonable standard for the type, weight, dimensions, fragility, and value of the Equipment, including immobilizing moving parts, draining or securing fluids where applicable, and labelling the shipment. This obligation is part of the Seller's undertaking under Section 4.3(e) of the Terms of Service to package and ship the item appropriately. Norpex does not package, prepare, palletize, inspect, or load the Goods and is not responsible for doing so.

A.2 Norpex arranges a third-party carrier; Norpex is not the carrier. As a convenience to enable the transaction, Norpex (through ClickShip or another freight broker or carrier service Norpex designates) arranges for an independent third-party LTL carrier to pick up the Goods from the Seller's location. The carrier and the contract of carriage are independent of Norpex. Norpex does not transport, handle, load, or take possession of the Goods, is not a carrier, freight forwarder, or freight broker, and is not a party to, agent for, or guarantor of the freight contract between the shipping party and the carrier. Norpex's arrangement of pickup does not make Norpex responsible for the carrier's acts, omissions, delays, loss, or damage (Terms of Service, Section 12.4).

A.3 Seller's pickup obligations. For each sale, the Seller must, to the maximum extent practicable:

(a) be available, with the Goods prepared and ready, during the scheduled pickup window, and provide accurate pickup contact and address information;

(b) provide safe and adequate loading access and means appropriate to the Goods — including, as applicable, dock access, forklift, pallet jack, or a liftgate arrangement noted at booking — and accurately disclose at listing/booking any access limitation or accessorial requirement that affects the freight quote or the carrier's ability to pick up (Terms of Service, Section 12.2);

(c) ensure the Goods are accurately described for freight purposes (weight, dimensions, freight class, and any hazardous-material characteristics) so that the carrier, the Buyer, and the Seller are not exposed to reweigh, reclassification, or adjustment charges; and

(d) record the condition of the Goods at pickup and note any visible condition or exceptions on the carrier's bill of lading or pickup documentation, retaining a copy.

A.4 Risk of loss and title. As provided in the Terms of Service, the Seller bears all risk of loss for the Goods until they are delivered to the Buyer (Terms of Service, Sections 4.3(e) and 12.3); risk of loss passes to the Buyer on delivery, and delivery starts the Buyer Protection inspection window (Terms of Service, Section 11). Nothing in this Clause alters that allocation. The Seller's preparation, packaging, and pickup obligations in this Clause are undertaken while the Seller still bears risk of loss, which is a further reason to package the Goods to withstand freight. [CONFIRM with counsel — title (as distinct from risk of loss) is not expressly fixed in the Terms of Service; if a passing point for title is desired (for a B2B sale, commonly on the carrier's pickup or on delivery), counsel should state it here and confirm consistency with Sections 4.3(e) and 12.3.] Where a Buyer is a consumer and applicable consumer-protection or sale-of-goods law fixes a different, non-excludable point for the passing of risk, that law governs to that extent (Warranty & "As-Is" Disclaimer, Section 9). This allocation is stated between Buyer and Seller and does not make Norpex a party to the sale, a bailee, or a risk-bearer for the Goods (Terms of Service, Sections 3 and 13.3).

A.5 Inadequate packaging is the Seller's responsibility. To the maximum extent permitted by applicable law, where Goods are lost or damaged in freight because of the Seller's inadequate, improper, or non-compliant packaging, palletizing, skidding, securing, or preparation (as opposed to carrier mishandling), that loss or damage is the Seller's responsibility, not Norpex's. Consistent with the Terms of Service and the Refund Policy, Norpex may, acting reasonably and on the available evidence, withhold, deduct, hold back, or set off the amount of such loss or damage (or a Buyer Protection refund attributable to it) from the Seller's held funds or payout, or charge it back to the Seller. This is a Marketplace settlement and indemnity mechanism only (see Terms of Service, Sections 6 and 14); it does not make Norpex the insurer, warrantor, or carrier of the Goods.

A.6 Freight damage runs through the carrier's claims process — not as a Norpex warranty. Loss of or damage to the Goods occurring in transit is a matter between the shipping party (or the party in whose account the freight moves) and the carrier, and is pursued through the carrier's freight-claims process and the Shipping/Freight Terms, not as a Norpex product warranty or as a Buyer Protection condition-of-goods claim. The Buyer should note visible freight damage on the carrier's delivery documentation on receipt and preserve the Goods and packaging (Warranty & "As-Is" Disclaimer, Section 8.3). Norpex gives no warranty against freight loss or damage (Warranty & "As-Is" Disclaimer, Section 3; Terms of Service, Section 12.4) and may, without obligation, assist administratively with a carrier claim (Terms of Service, Section 12.4). Nothing in this Clause limits a Buyer's separate Buyer Protection rights for non-delivery or material non-conformance with the listing (Terms of Service, Section 11), or any right that applicable law does not permit to be excluded (Warranty & "As-Is" Disclaimer, Section 9).

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13. Limitation of Liability

13.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORPEX, ITS AFFILIATES (INCLUDING THE OPERATOR OF norpex.ca), AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE MARKETPLACE OR ANY TRANSACTION, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORPEX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY TRANSACTION WILL NOT EXCEED THE COMMISSION NORPEX ACTUALLY EARNED ON THAT TRANSACTION; and Norpex's total aggregate liability for all other claims relating to the Marketplace will not exceed the greater of the total commissions Norpex earned from you in the 12 months before the claim or CAD $100 [CONFIRM].

13.3 Venue limitation; sole remedy on cancellation. Because Norpex is a venue and not a party to sales (Section 3), Norpex is not liable for the items, the sellers, the buyers, or the performance of any sale. Where Norpex cancels a transaction, Norpex's sole liability is to return funds the buyer paid into the held-funds arrangement for that transaction.

13.4 Carve-outs. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for matters that applicable consumer-protection legislation does not permit to be excluded. Where a limitation is not permitted, it applies to the maximum extent that is permitted.

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14. Indemnification

14.1 You agree to indemnify, defend, and hold harmless Norpex, its affiliates, and their directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your listings, items, or transactions; (b) your breach of the Agreement or of any law; (c) your representations or warranties (including a seller's title, description, condition, compliance, and warranty obligations); (d) any dispute between you and another user; or (e) your misuse of the Marketplace.

14.2 Norpex may, at your expense, assume the exclusive defence and control of any matter subject to indemnification, in which case you will cooperate.

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15. Intellectual Property and Licence

15.1 Norpex IP. The Marketplace, including its software, design, text, graphics, and trademarks (including "Norpex"), is owned by Norpex or its licensors and is protected by law. We grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Marketplace for its intended purpose, subject to the Agreement.

15.2 Your content licence. You retain ownership of the listing content, images, and other materials you submit. You grant Norpex a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, display, adapt for formatting, and distribute that content to operate, promote, and improve the Marketplace (including across norpex.ca where relevant to the Marketplace). You represent that you have the rights to grant this licence and that your content does not infringe third-party rights.

15.3 Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

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16. Suspension and Termination

16.1 By you. You may stop using the Marketplace and close your account at any time, subject to completing any pending transactions and obligations.

16.2 By Norpex. We may suspend, restrict, or terminate your access, listings, or account, with or without notice, including for breach of the Agreement, suspected fraud or unlawful activity, risk or compliance reasons, chargeback abuse, fee circumvention, or harm to users or the Marketplace.

16.3 Effect of termination. Termination does not affect transactions already binding, amounts owed, or rights that accrued before termination. Funds held for in-flight transactions will be handled under Sections 6 and 11. Provisions that by their nature should survive (including Sections 3, 4.3–4.4, 6.5, 10, 13, 14, 15.2, and 18) survive termination.

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17. Changes to These Terms and to the Marketplace

17.1 Changes to the Terms. We may update the Agreement from time to time. We will post the updated version with a new "Last updated" date and, for material changes, provide reasonable advance notice (for example, by email or in-app notice). Changes apply prospectively. Your continued use after a change takes effect means you accept the updated Agreement. If you do not agree, stop using the Marketplace.

17.2 Changes to the Marketplace. We may modify, suspend, or discontinue features of the Marketplace at any time. We are not liable to you for doing so, subject to honouring transactions already binding.

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18. Governing Law and Disputes With Norpex

18.1 Governing law. The Agreement and your use of the Marketplace are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.

18.2 Jurisdiction. Subject to Section 18.3, you and Norpex submit to the exclusive jurisdiction of the courts located in Ontario, Canada for any dispute with Norpex arising out of or relating to the Agreement or the Marketplace. [CONFIRM whether an arbitration clause is desired; if so, insert seat in Ontario and carve out non-waivable consumer rights.]

18.3 Consumer rights preserved. If you are a consumer, nothing in this Section deprives you of the protection of mandatory provisions (including as to governing law or forum) of the consumer-protection laws of your province or territory of residence that cannot be derogated from by agreement.

18.4 Disputes between buyers and sellers. Disputes about an item or transaction are between the buyer and the seller and are addressed first through the Marketplace dispute process (Section 11). This Section 18 governs disputes with Norpex.

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19. General

19.1 Entire agreement. The Agreement is the entire agreement between you and Norpex about the Marketplace and supersedes prior agreements on that subject.

19.2 Severability. If any provision is found unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in effect.

19.3 No waiver. Our failure to enforce a provision is not a waiver.

19.4 Assignment. You may not assign the Agreement without our consent; we may assign it (for example, in a reorganization or sale of the business).

19.5 No agency. Nothing in the Agreement creates a partnership, joint venture, agency (except the limited payment-collection agency in Section 6.3), or employment relationship between you and Norpex.

19.6 Notices. We may give notices by email, in-app, or by posting to the Marketplace. You may contact us at [support/legal contact — CONFIRM].

19.7 Force majeure. Norpex is not liable for delays or failures caused by events beyond its reasonable control.

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20. Contact

Questions about these Terms can be sent to [legal/support email — CONFIRM], [Norpex legal entity name], [mailing address — CONFIRM], Ontario, Canada.

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These Terms of Service are a draft prepared for review by qualified Canadian legal counsel and are not legal advice. They must be reviewed and approved — particularly on FINTRAC/payments, consumer-protection enforceability of the AS-IS and "all sales final" terms, marketplace-facilitator and CRA reporting tax obligations, and Quebec Law 25 / French-language requirements — before publication or reliance.