Xlynx Materials Inc. – Terms and Conditions of Supply

Date of Release: March 19, 2026

These Terms and Conditions of Supply (these “Terms”) govern any sale of products (“Products”) and/or provision of services (“Services”) by Xlynx Materials Inc., a British Columbia company (“Seller”), to the acquirer or prospective acquirer of such Products and/or Services (“Buyer”). These Terms supersede all prior or contemporaneous communications and shall prevail over any different or additional terms of Buyer.

1. Definitions. The following capitalized terms shall have the following meanings:

“Approved Modifications” of these Terms, as incorporated into an Agreement, mean modifications that have been expressly set out in an Order Acknowledgment or other agreement between the Parties that has been signed by an officer or general counsel of the Seller.

“Agreement” means the binding contract formed pursuant to Section 2.4 (Agreement Formation).

“Buyer IP” means intellectual property or Confidential Information created or controlled by Buyer prior to and independent of its evaluation or use of Seller products and services.

“Buyer Confirmation” means Buyer’s acknowledgment, given in a manner that is acceptable to the Seller, that the Order Acknowledgment correctly sets out the purchase details, including the Products and/or Services and the applicable terms and conditions. Buyer Confirmation may be provided by (a) confirming the Order Acknowledgment through an online confirmation service provided by the Seller, (b) countersignature or e-signature on the Order Acknowledgment, (c) an email or other written or oral acknowledgment referencing the Order Acknowledgment and confirming accuracy or acceptance of the purchase details and terms, (d) Buyer’s acceptance of delivery of the Products (after receipt of the Order Acknowledgment), (e) by the Buyer’s payment for the Products (after receipt of the Order Acknowledgment), or (f) by any other evidence reasonably establishing acceptance.

“Company’s Business” means the products, services, technologies and business of the Company including Products and Services.

“Feedback” means ideas, suggestions, recommendations, enhancement requests, comments, or other input provided by the Buyer (or its personnel or representatives) to Seller relating to the Company’s Business. Feedback does not include Buyer IP or any discrete works owned or controlled by Buyer prior to or independent of this Agreement (e.g., Buyer authored reports or documentation, formulations, test methods, software, models, SOPs, CAD files, structured data, lab notebooks) (“Pre-Existing Materials”) that (i) were created by Buyer prior to and independent of its evaluation or use of Seller products and services, and (ii) are clearly identified in writing by Buyer at or before disclosure as pre‑existing. For clarity, general concepts, observations, proposals, and suggestions—even if informed by Buyer’s prior experience—are Feedback and not Pre‑Existing Materials.

“Force Majeure” has the meaning set out in Section 5.3.

“Order Acknowledgment”, if Seller is agreeable to supplying Products and/or Services (as may be set out in a Purchase Order or as may otherwise be offered by the Seller if there is no Purchase Order), means the written instrument issued by Seller, which sets out (i) such Products and/or Services, and (ii) the pricing, delivery/performance schedule, and other commercial terms including, unless otherwise expressly set out in the PO Acceptance Form as Approved Modification(s), these Terms (or a link or attachment thereto).

“Parties” means the Seller and Buyer and “Party” means either of them.

“Products” means tangible goods supplied or to be supplied by Seller to Buyer.

“Purchase Order” means Buyer’s order (oral or in writing as may be acceptable by the Seller) submitted to Seller for Products and/or Services which includes the details reasonably required by Seller to evaluate the order. For greater certainty, a Purchase Order includes a request from the Buyer for a sample of Product (whether or not the Buyer is to pay for such sample).

“Services” means any services provided or to be provided by Seller, whether standalone or in combination with Products, including, without limitation, training, technical support, consulting, testing and laboratory or application services.

“Taxes” has the meaning set out in Section 4.2.

2. Agreement Formation

2.1. Step 1 — Buyer Submission (Optional). Buyer may submit a Purchase Order to Seller. If submitted, the Purchase Order constitutes an offer by Buyer to purchase the Products and/or Services described therein subject to these Terms.

2.2. Step 2 — Seller Issuance of Order Acknowledgment. If agreeable to supplying Products and/or Services (as may be set out in the Purchase Order or as may otherwise be offered by the Seller if there is no Purchase Order), Seller will issue an Order Acknowledgement identifying the Products and/or Services and the terms and conditions applicable to the purchase. Any term in Buyer’s Purchase Order that conflicts with or adds to these Terms is expressly rejected unless expressly accepted by Seller as an Approved Modification.

2.3. Step 3 — Buyer Confirmation. The Agreement is consummated only when Buyer provides Buyer Confirmation that the Order Acknowledgment correctly sets out the purchase details, including the terms and conditions. No contract is formed until Buyer Confirmation is received by Seller and Seller can cancel an Order Acknowledgment at any time prior to Buyer Confirmation. For clarity, shipment of Products or commencement of Services prior to Buyer Confirmation, if any, shall be deemed for convenience only and shall not constitute acceptance by Seller of any Buyer terms.

2.4. Entire Agreement. Upon Buyer Confirmation, the Agreement comprises the Order Acknowledgment and these Terms (subject to any Approved Modifications), together with any statement of work, specification, or schedule expressly incorporated by reference in the Order Acknowledgment. All prior or contemporaneous understandings are merged into the Agreement. Such 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 Purchase Order, supplier registration, vendor setup, or online procurement portal. Such other 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 offer.

3. Orders; Forecasts; Changes

3.1. Compliance with Law. 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.

3.2. Cancellation, Modification, and Returns. The Buyer may not cancel or modify an Agreement, or seek to 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 Agreement, in addition to any other charges determined by the Seller.

3.3. Modification of Terms and Conditions of Sale. No modifications of these Terms or of an Agreement 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.

3.4. Blanket Orders. Blanket Purchase Orders are encouraged and accepted for forecasting and planning purposes only and may be rejected, in whole or in part, by the Seller (and in any event, there is no Agreement with respect to blanket Purchase Orders until Order Acknowledge and Buyer Confirmation is complete).

3.5. Samples. For greater certainty, these Terms apply to the provision of samples of Product(s) to a Buyer, irrespective of the price (if any) to be paid by the Buyer to the Seller for such samples. Notwithstanding anything to the contrary in any Separate NDA, samples supplied under these Terms are not required to be returned to Seller and may be retained by Buyer, subject only to the use and analysis restrictions and other obligations set out in these Terms.

4. Prices; Taxes; Payment Terms

4.1. Payment Terms; Final Credit Approval. The payment terms for Products and Services shall be as set forth in the Order Acknowledgment. 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 and/or supply of further Services on all past due accounts. Any sale to the Buyer shall either (a) require payment prior to shipment, (b), if pre-approved by the Seller, be shipped C.O.D. or (c) 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 or Services. 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.

4.2. Taxes and Tax Compliance. Any excise, sales, use, goods and services taxes, any export and import customs clearance and duties, and any similar taxes (other than taxes on Seller’s income) 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 or Services delivered or provided to the Buyer (“Tax(es)”) shall be the responsibility of the Buyer. Seller may invoice Buyer for any such Taxes that Seller pays or is required to collect and Buyer shall pay the same on the terms as set out in such invoice. For greater certainty, Buyer shall provide to Seller all reasonable information required for Tax compliance (including the Buyer’s Tax registration numbers) and Seller may withhold Products and Services until the same is received.

4.3. Pricing. Product prices shall be as specified by the Seller from time to time and shall be set forth in the Order Acknowledgment. All prices, including those that may be set out in a Seller quote prior to inclusion in an Order Acknowledgment, are subject to change without notice. Prices are set out in United States Dollars unless otherwise specified, and all sales shall be completed in the currency specified in the Order Acknowledgment.

5. Delivery of Products; Performance of Services

5.1. Delivery. Unless otherwise stated in the Order Acknowledgment, 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, unless set out in the Agreement, for handling and paying all export and import customs clearance, duties, and other similar 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.

5.2. Schedules. Delivery/performance dates are estimates. Seller will use commercially reasonable efforts to meet agreed dates but is not liable for delays. Partial shipments and milestone performance are permitted.

5.3. 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 or import 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 an Agreement for a period of longer than ninety (90) days, the Seller may, at its option and without any liability, cancel the applicable Agreement.

6. Inspection, Testing, and Acceptance

6.1. Products. Delivery of Product 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) calendar 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 particulars in connection with rejection the nonconformity upon which the rejection is predicated. Failure to inspect or to give written notice of defects within seven (7) calendar days after discovery thereof shall constitute acceptance. Upon rejection, the Buyer agrees to comply with all reasonable instructions of the Seller.

6.2. Services. Services will be deemed accepted upon the earlier of (a) Buyer’s written acceptance, or (b) seven (7) calendar days after delivery of the applicable Service milestone or deliverable without written notice of a material nonconformity. If Services do not materially conform to the specifications in the Agreement, Buyer shall notify Seller in writing with reasonable detail, and Seller will re-perform the nonconforming Services within a reasonable time as Buyer’s exclusive remedy.

6.3. Claims for Shortages. Claims for shortages must be made in writing within seven (7) calendar 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 seven (7) calendar days after the date on which the Products were scheduled to be made available for collection under the applicable Incoterm. In any event, any approved claim for shortage or non-receipt of all or part of the Buyer’s Agreement shall be limited to the purchase price of the Products not delivered.

7. Returns. No Product may be returned without Seller’s prior written consent and a return material authorization (RMA). Authorized returns may be subject to a restocking fee and must be shipped, freight prepaid and insured, to the location designated by Seller. Services are not returnable, but may be re-performed as provided in Section 10.5.

8. Title; Security Interest. Title to Products passes to Buyer upon the later of (a) Seller’s receipt of full payment and (b) Products leaving Seller’s designated facility. Until then, Seller retains a security interest in the Products to secure payment and may file financing statements to perfect such interest.

9. Product Specifications; Use and Assumption of Risk. Buyer acknowledges that the properties of certain Products may not be fully known and agrees to handle and use Products with due care and in compliance with applicable laws and safety practices. Buyer assumes all risk, including injury or death and property damage, arising from handling or use of Products not in accordance with Seller’s instructions, specifications, or applicable law.

10. Warranties and Exclusive Remedies

10.1. Products – 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) calendar days after receipt of shipment.

10.2. Products -Obligation to Repair or Replace. The Seller’s obligation under the express limited warranty described in Section 10.1 (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 and in its sole discretion, 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.

10.3. Products -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 used, 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. To take advantage of the Express Limited Warranty, the onus is on the Buyer to, as the Seller may reasonably request, substantiate that the Product was subject to normal use, storage conditions, and service. 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).

10.4. Products -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 Seller’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.

10.5. Services – Limited Warranty. Seller warrants that Services will be performed in a professional and workmanlike manner, in accordance with the specifications expressly set out in the Agreement. Buyer’s exclusive remedy for breach of this warranty is limited, at Seller’s option, to re-performance of the nonconforming Services or a refund of the fees paid for the nonconforming portion of the Services.

10.6. DISCLAIMER OF ALL OTHER WARRANTIES. THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE WITH RESPECT TO PRODUCTS AND THE WARRANTY SET OUT IN SECTION 10.5 WITH RESPECT TO SERVICES ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY THE SELLER CONCERNING THE PRODUCTS AND SERVICES. 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.

10.7. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, SAVINGS, OR REVENUE; LOSS OF USE; DOWNTIME; COST OF SUBSTITUTE GOODS, SERVICES, FACILITIES, OR EQUIPMENT; OR CLAIMS OF THIRD PARTIES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY BUYER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

11. Indemnification.

11.1. 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.

11.2. 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 wilful misconduct.

12. Training, Testing and Other Services. Upon the Buyer’s request and at the discretion of the Seller, the Seller will provide training Services concerning the Products. The Seller may at its discretion provide technical Services (even if not set out in a Purchase Order, Order Acknowledgment or in an Agreement), including advising on potential applications, uses or limitations of a Product and/or, with the Seller (or its representatives) or by itself, researching, testing, modifying, developing a Product or its characteristics and uses (“Product Development”). Any 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.

13. Intellectual Property Ownership.

13.1. Intellectual Property. The Seller owns or licenses all right, title and interest in and to the intellectual property associated with the Product(s) and Services (including Product Development), including any patents, trademarks, copyrights, and trade secrets, as well as any improvements, enhancements, or modifications thereof by the Seller or Buyer other than Buyer IP. Nothing herein shall be construed as giving to the Buyer any ownership interest in such intellectual property.

13.2. Reverse Engineering. 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 and acknowledges that the same are the Confidential Information of Seller. Buyer shall not, and shall not permit any third party to, conduct any analytical, spectroscopic, chromatographic, structural, elemental, sequencing, imaging, or similar characterization of any Product (including methods such as GC‑MS, LC‑MS, NMR, or SEM), nor attempt to determine or confirm composition, structure, formulation, synthesis, processing, or chemical identity, except with Seller’s prior written authorization. Additionally, the Buyer shall make no public disclosure concerning the chemical structure of any product provided by the Seller.

13.3. Buyer License. For clarity, to the extent Buyer assigns or is deemed to assign any right, title, or interest in or to Feedback or improvements to Seller’s intellectual property under this Agreement, Buyer retains a non‑exclusive, perpetual, irrevocable, worldwide, royalty‑free license to use such assigned rights solely for its internal business purposes.

13.4. Survival of Section. This Section survives termination of the Agreement.

14. Confidentiality of Products and Technical Information. Unless the Seller and Buyer enter into a separate written confidentiality agreement (“Separate NDA”) concerning the confidentiality of Products and any related technical information, specifications, formulations, composition, characteristics, test data, processing parameters, manufacturing methods, analyses, drawings, or other non‑public information provided by Seller (“Confidential Information”) the following terms shall apply to such Confidential Information:

14.1. Confidentiality. Buyer acknowledges that Confidential Information is proprietary and confidential to Seller. Buyer shall (i) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, but no less than reasonable care; (ii) use it solely for purchasing, receiving, and using the Products as permitted under this Agreement; and (iii) not disclose it to any third party without Seller’s prior written consent, except to Buyer’s employees and contractors who have a need to know, are bound by written confidentiality obligations no less protective than this clause, and for whom Buyer remains responsible.

14.2. Marking Not Required. Confidential Information need not be marked, labeled, or identified as confidential to be protected under these Terms. Confidential Information includes information disclosed orally, in writing, electronically, visually, or embodied in Products or test outputs.

14.3. Compelled Disclosure. If Buyer is legally required to disclose Confidential Information, Buyer shall (to the extent lawful) promptly notify Seller and reasonably cooperate to seek protective treatment. Only the minimum required disclosure is permitted.

14.4. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Buyer; (b) was rightfully known to Buyer without confidentiality duty before receipt; (c) is independently developed by Buyer without use of or reference to Confidential Information; or (d) is rightfully received from a third party without confidentiality duty.

14.5. Injunctive Relief. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate; Seller is entitled to injunctive relief in addition to other remedies.

14.6. Survival. The confidentiality obligations under this Section 14 survive for five (5) years from the date of disclosure; provided, however, that XLYNX Products—including Products purchased by Buyer—and all trade secrets and non‑public information relating to the composition, structure, formulation, synthesis, manufacturing process, processing parameters, or performance of such Products shall remain confidential for so long as such information remains a trade secret or otherwise non‑public.

14.7. Separate NDA; Order of Application. If the Parties enter into a Separate NDA, then, upon any supply of Products, provision of Services, or provision related technical information by Seller to Buyer, the Parties agree that: (a) the Separate NDA governs solely the confidentiality obligations between the Parties; and (b) these Terms (including without limitation Sections 3.5, 10–13, 15, and 17) exclusively govern all other matters, including permitted uses, samples, Feedback, Evaluation Data, analysis and testing restrictions, intellectual property ownership and improvements, and any return or destruction obligations. In the event of any conflict between the Separate NDA and these Terms, these Terms control except solely with respect to confidentiality, for which the Separate NDA controls.

15. Feedback and Evaluation Data.

15.1. Feedback: Subject to the other subsections under this heading, any Feedback (including as may be provided as part of Product Development) is, as between the Parties, owned exclusively by Seller. Buyer hereby irrevocably assigns to Seller all right, title, and interest in and to the Feedback, including all intellectual property rights. To the extent any right cannot be assigned, Buyer waives moral rights and grants Seller a worldwide, perpetual, irrevocable, royalty‑free, fully paid‑up, transferable, and sublicensable license to use and exploit the Feedback for any purpose. Notwithstanding the foregoing, Seller grants to Buyer a non‑exclusive, perpetual, irrevocable, worldwide, royalty‑free, fully paid‑up license to use the Feedback, and any intellectual property rights therein, solely for Buyer’s internal business purposes.

15.2. Evaluation Data. Raw test data generated by Buyer from evaluating the Product (“Evaluation Data”) is owned by Buyer but Buyer grants Seller a non‑exclusive, worldwide, royalty‑free license to use Evaluation Data as Feedback pursuant to and subject to Section 15.3.

15.3. Confidentiality; De‑Identification. Feedback that contains Buyer confidential information remains subject to any confidentiality obligations between the Parties. Seller may use Feedback to analyze, support, improve, and qualify its products and services, and may use and disclose aggregated or de‑identified learnings that, unless consented to otherwise by the Buyer, do not identify Buyer or disclose Buyer confidential information that is subject to confidentiality obligations between the Parties.

15.4. Other. Seller has no obligation to use Feedback.

16. No Assignment. No Purchase Order, Order Acknowledgement or Agreement may be transferred or assigned by the Buyer without the prior written consent of the Seller.

17. Trade Compliance; No‑Resale.

17.1. Internal Use; No‑Resale. Buyer agrees that all Products purchased under the Agreement are for Buyer’s internal use only. Buyer shall not resell, transfer, distribute, export, re‑export, or otherwise make the Products or technical information available to any third party without Seller’s prior written consent.

17.2. Export Controls (Canada & U.S.). Buyer shall comply with all applicable Canadian and U.S. export control and sanctions laws, including: Canada’s Export and Import Permits Act (EIPA) and Controlled Goods Regulations; Canada’s regulations under the United Nations Act, SEMA, and Magnitsky Act; The U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR); and U.S. and Canadian sanctions administered by OFAC and Global Affairs Canada. Buyer shall not export, re‑export, release, or allow access to the Products or technical information to any country, end‑user, or end‑use restricted under Canadian or U.S. law without all required governmental authorizations and Seller’s prior written approval. Any disclosure of technical information to non‑nationals may constitute an export.

17.3. End‑Use / End‑User Certification. Upon request, Buyer shall provide accurate end‑use and end‑user details and any certifications required for export control or sanctions compliance. Buyer warrants that the Products will not be used for prohibited military, nuclear, chemical, biological, missile, or other restricted end‑uses or supplied to any sanctioned or denied party.

17.4. Prohibited Parties. Buyer shall not supply the Products to persons or entities listed on Canadian or U.S. restricted‑party lists or located in comprehensively sanctioned jurisdictions.

17.5. Indemnification. Buyer shall indemnify and hold harmless Seller from all losses, fines, penalties, and legal fees arising from Buyer’s breach of this Section, including unauthorized resale, export, or disclosure of the Products or technical information.

17.6. Survival. The obligations under this Section 17 survive expiration or termination of an Agreement.

18. Governing Law and Disputes

18.1. 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.

18.2. Binding Arbitration. Any controversy between the Buyer and the Seller arising out of or related to these Terms or any Purchase Order, Order Acknowledgment or Agreement 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.

18.3. Governing Law. These Terms and any or any Purchase Order, Order Acknowledgment or Agreement 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.

18.4. Venue. Any action arising out of or related to these Terms or any Purchase Order, Order Acknowledgment or Agreement 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.

19. 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 Order Acknowledgment, 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.

20. Miscellaneous

20.1. Entire Agreement; Order of Precedence. The Agreement constitutes the entire agreement between the parties with respect to its subject matter. In the event of conflict, the following order of precedence applies: (1) the Order Acknowledgment (including any schedules expressly incorporated), then (2) these Terms, and then (3) any Separate NDA (solely with respect to confidentiality obligations). Buyer terms and conditions are of no force or effect unless expressly accepted by Seller in the Order Acknowledgment.

20.2. Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

20.3. Independent Contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency relationship.

20.4. Waiver. No failure or delay by either party in exercising any right will operate as a waiver.

20.5. Headings. Headings are for convenience only and do not affect interpretation.