Terms & Conditions - XLYNX Materials

Terms and Conditions of Sale

1. Definitions. The following capitalized terms used in these Terms and Conditions of Sale
shall have the meanings ascribed to them in this Section 1 as follows:
● “Buyer” means the party purchasing Products from the Seller.
● “Force Majeure” shall have the meaning ascribed to such term in Section 8 below.
● “Products” means all goods being purchased from the Seller.
● “Purchase Order” shall have the meaning ascribed to such term in Section 3 below.
● “Seller” means XLYNX Materials Inc., a British Columbia company.
● “Seller Indemnified Parties” shall have the meaning ascribed to such term in Section 18
below.

2. Effect of Terms and Conditions. The Seller agrees to sell the Products to the Buyer on the

express conditions that: (a) the Buyer accepts these Terms and Conditions of Sale, without

modification, which shall be evidenced by the Buyer’s submission of a Purchase Order, and/or

acceptance of order and/or acceptance of the Products, (b) these Terms and Conditions of

Sale together with the Purchase Order, constitute the complete and exclusive agreement

between the Buyer and the Seller (the “Agreement”). This Agreement supersedes all prior and

contemporaneous agreements, negotiations, and communications, whether oral or written,

including, without limitation, any standard terms and conditions that may appear on or be

accepted through any supplier registration, vendor setup, or online procurement portal. ,

unless modified in a writing signed by an officer of the Seller that is accepted by the Buyer or

a written agreement signed by the Buyer and the Seller, and (c) the Seller is not bound by any

provisions, printed or otherwise, varying from, or supplementing or purporting to modify,

these Terms and Conditions of Sale that may appear in any Purchase Order or other

document of the Buyer. In the event that the Buyer submits a Purchase Order that varies,

supplements or purports to modify these Terms and Conditions of Sale, the Seller may accept

such Purchase Order and, in such case, unless the Seller has expressly accepted such varied,

supplementary or modified terms in writing by indicating that the Seller agrees to vary these

Terms and Conditions of Sale, such varied terms shall be deemed omitted from the Buyer’s

Purchase Order and rejected by Seller in connection with the Seller’s acceptance of the

Buyer’s Purchase Order.

3. Purchase Orders; Buyer’s Assent. The Buyer shall provide the Seller with a written

purchase order for each order for Product(s) for the Buyer’s account in a form acceptable to

the Seller setting forth the Buyer’s name, address and contact information, the name and

contact information of the individual responsible for the Purchase Order, a description of the

Product(s) ordered, a reference to the applicable Seller’s quote and the pricing set forth

therein, desired ship date and any other special instructions necessary to fill the order, which

in all cases shall be consistent with these Terms and Conditions of Sale (each a “Purchase

Order”). The Buyer represents and warrants that the Buyer has confirmed that the

specifications for the Products as published by the Seller and as may be modified at the

Buyer’s request comply with all applicable local laws, ordinances, codes and regulations

applicable to the Buyer such as, but not limited to, environmental health and safety laws and

practices. Buyer is responsible for any costs related to modifications required to be made to

any Products to comply with such laws. The Seller undertakes to confirm and accept the

Purchase Order and to deliver the Product(s) in accordance with such Purchase Order

provided that such Purchase Order conforms to the requirements set forth in these Terms and

Conditions of Sale and that the pricing set forth in the Purchase Order is as specified in the

Seller’s quote. The Buyer’s assent to these Terms and Conditions of Sale shall be conclusively

evidenced by the Buyer’s delivery to the Seller of a Purchase Order for the Products

described therein, by the Buyer’s accepting delivery of the Products, or by the Buyer’s

payment for the Products, or by any other evidence establishing acceptance.

4. Cancellation, Modification, and Returns. The Buyer may not cancel or modify a Purchase

Order, or return any Products, without the Seller’s prior written consent, which may be granted

or withheld in the Seller’s sole discretion. Any cancellation, modification, or return accepted

by the Seller shall be subject to a restocking fee of 50% of the total value of the Products in

the applicable Purchase Order, in addition to any other charges determined by the Seller.

5. Modification of Terms and Conditions of Sale. No modifications of these Terms and

Conditions of Sale shall be of any force or effect unless signed by a duly authorized officer of

the Seller. There is no oral understanding or agreement between the Buyer and the Seller.

6. Payment Terms; Final Credit Approval. The payment terms for Products shall be as set

forth in the Seller’s quote upon which the Buyer submits a Purchase Order. In the event that

the Seller extends credit terms based on approved credit and payments are not made as

agreed, late charges at the rate of 1.5% per month (18% per annum) may be charged by the

Seller in the Seller’s sole discretion on such past due accounts. The Seller reserves the right to

withhold shipment of new Products on all past due accounts. Any sale to the Buyer shall either

require payment prior to shipment, be shipped C.O.D. or require final credit approval by the

Seller. In the event that the Seller determines that the Buyer does not meet the Seller’s credit

requirements, in the Seller’s sole discretion, the Buyer shall be required to pay any balance

owed in full upon, and as a condition to, delivery of the Products. In the event that the Seller

shall bring any action to collect any amounts due from the Buyer, the Seller shall be entitled to

recover its costs and expenses, including reasonable legal fees, in addition to any and all

other remedies available to it.

7. Delivery. Delivery of the Products shall be EXW (Ex Works) at the Seller’s designated

facility (Incoterms 2020). The Seller’s obligation is fulfilled upon making the Products available

to the Buyer at the named place. The Buyer is solely responsible for all subsequent costs and

risks, including but not limited to, loading the Products onto a transport vehicle, arranging and

paying for all transportation from the Seller’s facility, and handling all export and import

customs clearance, duties, and taxes.

Risk of loss, damage, or destruction of the Products shall pass to the Buyer as soon as the

Products are made available for collection at the Seller’s premises. Any costs or delays

caused by the Buyer’s failure to arrange for collection or provide necessary documentation

shall be the sole liability of the Buyer. Seller will not be liable for damages for failure to make

the Products available for collection within a requested time, but will use commercially

reasonable efforts to do so.

8. Force Majeure. The Buyer assumes all risks of failure of, or delays or suspension in,

performance as a result of action or inaction (including failure to grant an export license) by

government authorities or public enemies, strikes, accidents, acts or omissions of carriers,

fire, flood, severe weather conditions, war (declared or undeclared), acts of God, pandemics,

epidemics, declared national or provincial emergencies and/or disasters or other causes

beyond the Seller’s reasonable control (collectively or individually, as the case requires, a

“Force Majeure”). The Seller’s performance, including the time to deliver any Products, shall

be suspended, deferred or excused to the extent affected by the Force Majeure upon the

occurrence and during the continuance of a Force Majeure, however, in no event shall the

Buyer’s obligation to timely pay for delivered Products be suspended, deferred or excused as

a result of the occurrence or continuance of a Force Majeure. In the event that a Force

Majeure prevents the Seller from performing under a Purchase Order for a period of longer

than ninety (90) days, the Seller may, at its option and without any liability, cancel the

applicable Purchase Order.

9. Inspection, Acceptance, Rejection. Delivery may be made in a unit or in lots as the Seller

elects. The Buyer may reject an installment or claim breach as to it only because of a

nonconformity that constitutes a substantial impairment of value and as to which, after written

notice of nonconformity from the Buyer, there has been no cure or provision of assurance that

cure will be made within thirty (30) days from the date of delivery. The Buyer agrees to

exercise, promptly following receipt, its right of inspection as to all Products purchased

hereunder, and in the event of any nonconformity of the Products or tender of delivery, to

exercise any right of rejection promptly and to state the particularly in connection with

rejection the nonconformity upon which the rejections is predicated. Failure to inspect or to

give written notice of defects within five (5) days after discovery thereof shall constitute

acceptance. Upon rejection, the Buyer agrees to comply with all reasonable instructions of

the Seller.

10. Taxes. Any excise, sales, use, goods and services, or similar taxes imposed by any

governmental authority that the Seller may be required to pay, or to reimburse to others, by

reason of the manufacture, ownership, use, or sale of any Products delivered to the Buyer

shall be the responsibility of the Buyer, and the Seller may invoice the Buyer therefore as the

Seller determines.

11. Warranties, Limitation of Remedies.

● (a) Express Limited Warranty – The Seller warrants that the Products shipped to the

Buyer will be free from material defects in materials and workmanship for a period of

twelve (12) months from the date of shipment under normal use, storage conditions, and

service. The Seller also warrants that the Products, upon delivery, will conform to the

Seller’s published specifications, subject to customary trade tolerances. Any claim for

failure to meet specifications must be made within twenty (20) days after receipt of

shipment.

● (b) Obligation to Repair or Replace – The Seller’s obligation under the express limited

warranty described in this Section 11 (the “Express Limited Warranty”) shall be

exclusively limited to repairing or replacing any Product that the Seller finds to be

materially defective in its sole judgment and discretion after a good faith investigation

into a warranty claim. If the Product should become materially defective during the

warranty period, the Seller will, at its option, repair or replace it with a substantially similar

Product. The Seller’s liability is limited only to repairing or replacing a materially defective

Product, which shall be the customer’s exclusive remedy and the Seller’s sole liability for

a warranty claim. This exclusive remedy shall not have failed of its essential purpose as

long as the Seller remains willing to repair or replace the defective Product within a

commercially reasonable time after being notified of the Buyer’s warranty claim.

● (c) Exclusions – The Express Limited Warranty does not cover normal wear and tear,

damage during shipping, damage caused by a Force Majeure event, accidental damage,

damage caused by the negligence of any person other than the Seller or any Product

that has been improperly installed, operated, maintained or stored, abused, misused,

altered or modified by any person other than the Seller, or used for a purpose other than

that for which it was intended. The Seller is not responsible for the cost of replacement of

assembled parts and/or materials, the cost of labor which may be required for the

replacement of said Products, the cost of shipping a defective product to or from the

Seller, or any interruptions in business occasioned by an inability to use any of the

Product(s).

● (d) Procedure for Making Warranty Claim – To make a warranty claim, the Buyer shall

notify the Seller in writing of any material defect within seven (7) days of discovery

thereof. Upon approval from the Seller, the Buyer shall ship the defective Product to the

Seller’s designated location at the Buyer’s sole cost and expense. The Seller shall inspect

such Products and determine whether they are eligible for repair or replacement under

the Express Limited Warranty. If eligible, the Seller shall repair or replace such warranted

Product(s) within a commercially reasonable time and ship such repaired or replaced

Product(s) to the Buyer, at the Buyer’s sole cost and expense. Any Products determined

not eligible shall be promptly returned to the Buyer or disposed of, at the Buyer’s option

and sole cost and expense. This Express Limited Warranty is limited to the original Buyer

and may not be assigned or transferred.

12. DISCLAIMER OF ALL OTHER WARRANTIES. THE EXPRESS LIMITED WARRANTY SET

FORTH ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY THE SELLER CONCERNING

THE PRODUCTS. THERE ARE NO OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED

OR STATUTORY, AND NONE ARE GIVEN OR MADE. IN PARTICULAR, THERE IS NO IMPLIED

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. Consequential and Incidental Damages. In no case shall the Seller be liable for

consequential, special, punitive or incidental damages based upon breach of warranty, breach

of contract, negligence, strict liability, or any other legal theory. Such excluded damages

include, without limitation, the Buyer’s loss of profits, loss of savings or revenue, loss of

associated equipment, cost of capital, cost of any substitute product or equipment, facilities,

or services, downtime, and claims of third parties.

14. Assumption of Risk. The Buyer acknowledges that the properties of the Products may

not be fully known and due care must be exercised in their handling. The Buyer assumes all

risk, including, without limitation, that of injury or death to person or damage to property,

arising out of or related to the handling or use of the Products. This allocation of risk is

recognized by the parties and is reflected in the price of the Products.

15. Claims for Shortages. Claims for shortages must be made in writing within five (5) days

after receipt of shipment. To be considered, any claim for shortage must be for a quantity

greater than one percent (1%) of shipments.

For any such claims, Seller’s analysis of quality and weights shall govern except in the case of

proved error. Claims for shipment shortages must be supported by certified scale tickets, and

Seller shall have the opportunity to have an independent weighing.

Claims for non-receipt of an entire shipment must be made within ten (10) days after receipt

of the Seller’s invoice. In any event, any approved claim for shortage or non-receipt of all or

part of the Buyer’s Purchase Order shall be limited to the purchase price of the Products not

delivered.

16. Pricing. Product prices shall be as specified by the Seller from time to time and shall be

set forth in the Seller’s quote. All prices are subject to change without notice. Prices are

quoted in Canadian Dollars unless otherwise specified, and all sales shall be completed in the

currency specified in the quote.

17. Blanket Orders. Blanket orders are encouraged and accepted for forecasting and

planning purposes only and may be rejected, in whole or in part, by the Seller. Product

availability and pricing are subject to change without notice.

18. Indemnification.

● (a) Hazardous Materials – Buyer acknowledges that the Products may be or become

considered hazardous materials. Seller will furnish to Buyer available material safety data

sheets, including warnings and safety information. Buyer agrees to disseminate such

information to give warning of possible hazards to persons whom Buyer can reasonably

foresee may be exposed to such hazards. If Buyer fails to disseminate such warnings,

Buyer agrees to defend, indemnify and hold harmless Seller and Seller’s agents,

employees, officers, directors, and affiliates (collectively, the “Seller Indemnified Parties”)

against any and all liability arising out of or in any way connected with such failure.

● (b) General – Buyer agrees to defend, indemnify and hold harmless the Seller

Indemnified Parties against any and all loss or liability arising out of or in any way

connected with the Buyer’s purchase, use and operation of the Products, provided, that

the Buyer shall not be liable to any Seller Indemnified Party if such loss or liability is the

direct result of the Seller’s gross negligence or willful misconduct.

19. Training and Other Services. Upon the Buyer’s request and at the discretion of the

Seller, the Seller will provide training, or any other services concerning the Products. Any such

services may be provided at a fee in addition to the purchase price for the Products as

specified by the Seller. The Seller assumes no obligation for liability for the advice or

assistance given or results obtained.

20. Intellectual Property Ownership. The Seller owns or licenses all right, title and interest

in and to the intellectual property associated with the Product(s), including any patents,

trademarks, copyrights, and trade secrets, as well as any improvements, enhancements, or

modifications thereof. Nothing herein shall be construed as giving to the Buyer any ownership

interest in such intellectual property. The Buyer shall not, for itself or in conjunction with

others, directly or indirectly test, analyze, manipulate, research, reverse engineer, or

otherwise attempt to replicate any Products or any intellectual property covering such

Products. Additionally, the Buyer shall make no public disclosure concerning the

chemical structure of any product provided by the Seller.

21. No Assignment. No Purchase Order nor these Terms and Conditions of Sale may be

transferred or assigned by the Buyer without the prior written consent of the Seller.

22. Disputed Matters and Claims. Communications concerning disputed matters and claims,

including an instrument tendered as full satisfaction of debt, must be sent to the attention of

the Finance Department, Xlynx Materials Inc., 965 Alston Street, Victoria, British Columbia,

V9A 3S5, Canada. Any and all actions brought by the Buyer in connection with these Terms

and Conditions of Sale must be commenced within one (1) year after the cause of action has

occurred.

23. Binding Arbitration. Any controversy between the Buyer and the Seller arising out of or

related to these Terms and Conditions of Sale or any Purchase Order shall be settled by

arbitration in Victoria, British Columbia, in accordance with the rules of the British Columbia

International Commercial Arbitration Centre. The arbitration panel shall consist of one

arbitrator agreed to by the parties within thirty (30) days. If the parties are unable to agree,

an arbitrator shall be appointed in accordance with the applicable rules. The losing party shall

bear the fees and expenses of the arbitrator, tribunal fees, reasonable legal fees of both

parties, and other reasonable costs, unless otherwise allocated by the arbitrator in the award.

24. Governing Law. These Terms and Conditions of Sale and each Purchase Order shall be

governed by and construed in accordance with the laws of the Province of British Columbia

and the federal laws of Canada applicable therein, without giving effect to any choice of law

provisions. The United Nations Convention on Contracts for the International Sale of Goods

shall not apply.

25. Venue. Any action arising out of or related to these Terms and Conditions of Sale or any

Purchase Order that may be brought before a court shall be brought only in a court of

competent jurisdiction located in Victoria, British Columbia. Each party knowingly and

irrevocably waives any objection it may now or hereafter have to such venue.

26. Notices and Communications. Notices and other communications shall be given in the

English language in writing, addressed to the recipient at (a) for the Buyer, the address

specified in the Purchase Order, or (b) for the Seller, to the attention of the Finance

Department, Xlynx Materials Inc., 965 Alston Street, Victoria, British Columbia, V9A 3S5,

Canada, or to such other address as a party may specify in writing.

Date of update: September 22, 2025