1. Agreement

These Terms and Conditions (“Conditions”), together with the Seller’s quotation, order acknowledgement, and Buyer’s purchase order (collectively, the “Purchase Documents”), form the complete agreement (the “Agreement”) between Lakeside Process Controls Ltd. (“Seller”) and the purchaser (“Buyer”) for the sale of goods (“Goods”) and/or provision of services (“Services”). These Conditions apply except to the extent expressly agreed otherwise in writing by authorized representatives of both parties and take precedence over any inconsistent or additional terms in any Buyer document, including any purchase order, unless expressly agreed in writing by Seller.
 
Seller quotations or proposals constitute offers. Acceptance occurs upon order acknowledgement, shipment, or performance of Services by the Seller. The Buyer is deemed to have accepted these Conditions unless Seller receives written notice of objection within two (2) business days of the earlier of order confirmation or invoice. Seller may reasonably correct any typographical, clerical or administrative errors, and any such correction shall be binding upon the Buyer without further consent.
 

2. Prices and Taxes

Unless otherwise agreed in writing by Seller, all quotations are valid for fifteen (15) days from the date of issue. Charges for Services shall be at Seller’s rates in effect at the time of performance. All prices are exclusive of taxes, duties, tariffs, and other governmental charges, which shall be added to the invoice and paid by Buyer. Buyer is responsible for all present and future taxes and charges arising from the sale, manufacture, shipment, delivery, or performance of the Goods or Services. Prices for Goods exclude freight, transportation, storage, installation, commissioning, training, acceptance testing, maintenance, and similar services, unless expressly included in Seller’s quotation. Any claim of tax exemption must be supported by valid documentation provided in advance and acceptable to Seller, failing which invoices are payable in full.
 

3. Payment Terms

All invoices are payable within thirty (30) days, without set off, deduction, counterclaim, or withholding of any kind. Seller’s pricing is based on Buyer’s approved credit, which Seller may, at any time and in its reasonable discretion, modify, suspend, or revoke, including by requiring advance payment or security. New or inactive Buyers with no purchase or payment history with Seller within the preceding twelve (12) months are subject to credit review, and Seller may require advance payment, milestone payments, or revised credit terms based on such review. Unless otherwise agreed in writing, payments for Buyers or deliveries outside Canada shall be made in full in advance or by irrevocable letter of credit acceptable to Seller. Unless otherwise stated, orders exceeding CAD $25,000 are subject to milestone payments of 30% on order acceptance, 30% on release for procurement or manufacture, and 40% prior to shipment. All amounts are exclusive of taxes, which are the Buyer’s responsibility; exemptions must be supported at the time of order, failing which invoices are payable in full. Payment obligations are independent of performance, and Buyer shall not delay payment for any reason. Buyer shall be responsible for all reasonable costs of collection for overdue amounts, which accrue interest at 1.5% per month, compounded monthly, including legal fees. If Seller reasonably determines that Buyer’s financial condition is unsatisfactory, Seller may suspend or cease performance immediately, delay delivery, including seeking advance payment or security, or cancel orders for non-payment, and recover reasonable costs incurred. Buyer shall not withhold payment pending resolution of any dispute except as required by law. Seller shall retain title to the Goods until payment is received in full. All rights are cumulative and in addition to those available at law or in equity.
 

4. Delivery; Transfer of Title and Risk

All delivery and performance dates are estimates only and are contingent on Seller’s timely receipt of all information reasonably required from Buyer. Unless otherwise agreed in writing, delivery shall be Ex Works Seller’s facility (EXW, Incoterms® 2020). Risk of loss or damage passes to Buyer upon release of the Goods to the first carrier, and delivery is deemed complete at that time. Title to the Goods transfers only upon receipt of full payment. Buyer shall accept delivery when the Goods are ready for shipment. Any storage, handling, or related charges arising from Buyer’s delay shall be borne by Buyer. Seller may deliver in instalments unless otherwise agreed, and each instalment may be separately invoiced and is payable when due, notwithstanding any delay in or defect of other instalments. Claims for shortages or shipment errors must be made in writing within thirty (30) days of shipment, supported by reasonable documentation to Seller’s reasonable satisfaction, failing which the Goods are deemed accepted and such claims are waived.
 

5. Change Orders and Cancellations

Any change or cancellation requested by Buyer after order acceptance is subject to charges determined by Seller in its sole discretion, based on work performed and costs incurred. Changes include modifications to the scope of supplies or work, deliverables or documentation, quantities, materials, schedule or services. Any reduction in ordered quantities constitutes a cancellation. Seller may suspend performance, delay delivery, or cancel any order where Buyer fails to meet payment terms, including any credit hold exceeding sixty (60) days beyond the original requested shipment date. In such cases, Seller may apply applicable cancellation, restocking, storage, and other reasonable costs to Buyer’s account.
 

6. Returns of Goods

No Goods may be returned without Seller’s prior written authorization and issuance of a return authorization number. Returned Goods must be unused, undamaged, of current manufacture, in original packaging, shipped prepaid, and clearly identified with the return authorization number. Returns must originate from the original Buyer account. Only Goods identified by Seller as returnable are eligible for credit at Seller’s sole discretion. Unless due to Seller’s error, Buyer is responsible for all return freight, costs required to restore Goods to a resalable condition and restocking. Credits, if approved, shall be based on the original invoice price. If no valid invoice or purchase order reference is provided, credit shall be based on Seller’s lowest stock price within the preceding twelve (12) months, less applicable fees. Returns not due to Seller error may be subject to restocking charges.
 

7. Documentation

Seller shall provide the documentation expressly identified in its quotation. Any additional documentation, copies, or alternative formats requested by Buyer shall be provided at Seller’s then-current rates.
 

8. Force Majeure

Seller shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, labour disruptions, fire, accident, acts of governmental authority, shortages of materials or components, pandemics, epidemics, supply chain disruptions, or similar causes. Any such event shall extend the time for performance. If performance is materially affected, either party may cancel the affected portion of the Agreement upon written notice. In such case, Buyer shall pay Seller for all work performed to the date of cancellation, including work in progress, completed Goods or Services, and all reasonable costs and expenses incurred, including demobilization and remobilization, restocking charges. Force majeure shall not relieve Buyer of its obligation to make payments when due.
 

9. Termination and Suspension

Buyer may terminate or suspend any order, in whole or in part, only upon prior written notice and payment of all amounts incurred by Seller, including costs, expenses, losses, and damages resulting from such termination or suspension. Buyer shall not be entitled to any refund, credit, or other recovery except as expressly agreed in writing by Seller. Without limiting any other remedy, Seller may suspend performance, delay delivery, or terminate the Agreement, in whole or in part, upon Buyer’s failure to make any payment when due or otherwise comply with the Agreement.
 

10. Warranty

Seller warrants the following:
(a) Goods. Goods manufactured or supplied by Seller are warranted against defects in material and workmanship under normal use for twelve (12) months from initial installation or eighteen (18) months from shipment, whichever occurs first. Consumable components are warranted for ninety (90) days from shipment. Goods specified by Buyer for procurement and manufactured by third parties are subject solely to the original manufacturer’s warranties. Seller provides no warranty for such Goods and shall have no obligation other than to use commercially reasonable efforts to assist Buyer in pursuing such warranties.
(b) Services. Services are warranted against defects in workmanship for ninety (90) days from completion or one hundred twenty (120) days from delivery of the related Goods, whichever occurs first.
(c) Software. Seller does not warrant that any software will be error-free or uninterrupted. Software not developed by Seller is subject solely to the original supplier’s warranty. Seller provides no warranty and assumes no liability for third-party software or for software developed by Seller incorporating third-party code.
(d) On-Site Warranty Support. On-site Services requested by Buyer in connection with any warranty claim, including diagnosis, removal, or reinstallation, shall be provided at Buyer’s expense at Seller’s then-current rates.
(e) Warranty Conditions and Exclusions. This warranty does not apply where: (i) operating conditions differ from Buyer-provided specifications relied upon by Seller; (ii) defects arise from misuse, improper installation, corrosion, inadequate maintenance, accident, or unauthorized repair; or (iii) required site acceptance testing has not been completed where specified.
Seller’s sole obligation and Buyer’s exclusive remedy for any breach of this warranty shall be, at Seller’s option, repair, replacement, or refund of the non-conforming Goods or re-performance of the Services. Buyer shall notify Seller in writing of any warranty claim within thirty (30) days of discovery and, in all cases, prior to the expiry of the applicable warranty period, failing which such claims are irrevocably waived. Failure to comply with these requirements shall be deemed acceptance of the Goods and Services as conforming. Warranty claims are subject to Seller’s inspection and return authorization procedures.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SELLER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
 

11. Limitation of Remedy and Liability:

Seller shall not be liable for damages caused by delay in performance. Buyer’s sole and exclusive remedy for breach of warranty hereunder shall be limited at Seller’s option, to repair, correction, replacement, or refund of the purchase price under the Limited Warranty Clause in Section 10.  In no event, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), shall Seller’s liability to Buyer and/or its customers exceed the price to Buyer of the specific Goods manufactured or Services provided by the Seller giving rise to the claim or cause of action. Buyer agrees that in no event shall Seller’s liability to Buyer and/or its customers extend to include indirect, special, incidental, consequential or punitive damages. The term “consequential damages” from non-delivery or through defects in materials or workmanship or from any other causes whatsoever shall include, but not be limited to, loss of anticipated profits, loss of use, loss of data, loss of production, loss of revenue and cost of capital.
 

12. Indemnity

Seller shall have no indemnity obligation except to the extent required by applicable law and solely for third-party claims arising from Seller’s negligence or wilful misconduct. Buyer shall indemnify, defend, and hold harmless Seller from and against all claims, damages, losses, liabilities, and costs (including reasonable legal fees) arising out of or relating to:

1. Buyer’s use, installation, operation, or maintenance of the Goods;
2. conditions at Buyer’s site; or
3. Buyer’s breach of this Agreement.

All indemnities are subject to Section 10 and exclude indirect, special, incidental, consequential, and punitive damages.
 

13. Intellectual Property

Subject to Section 11; Seller shall defend any third-party claim that the use of Goods supplied by Seller infringes any patent, copyright, or other intellectual property right, and shall pay any damages finally awarded against Buyer or agreed in settlement approved in writing by Seller, provided that Buyer: (a) promptly notifies Seller in writing of such claim;
(b) permits Seller to control the defense and settlement of the claim; and
(c) provides reasonable assistance at Seller’s expense. Seller shall not be responsible for any settlement or compromise made without its prior written consent. Seller may, at its sole option and expense: (i) procure for Buyer the right to continue using the Goods; (ii) modify the Goods to make them non-infringing; or (iii) replace the Goods with non-infringing equivalents. Seller’s obligations are conditioned upon Buyer’s full payment of all amounts due. Seller shall have no obligation or liability for any claim arising from: (i) use of the Goods other than as intended; (ii) modifications not made by Seller; (iii) combination with products, processes, or materials not supplied by Seller; or (iv) designs, specifications, or instructions provided by Buyer. Buyer shall indemnify, defend, and hold harmless Seller from any such claims. Seller retains all right, title, and interest in and to its intellectual property, including all Goods, Services, and related work product (excluding third-party products). Nothing in these Conditions grants Buyer any ownership rights therein, other than a limited right to use as expressly set out in the Purchase Documents. The foregoing states Seller’s entire liability and Buyer’s exclusive remedy for any intellectual property infringement claim and is subject to the limitations set out in Section 10.
 

14. Installation

Buyer shall, at its sole expense, receive, store, install, start up, operate, and maintain the Goods. Seller may provide Services to assist with such activities at its then-current rates, if requested by Buyer.
 

15. Exports/Imports

Buyer shall comply with all applicable domestic and foreign export control and trade compliance laws, regulations, orders, and requirements (“Export Control Laws”). Buyer shall not, directly or indirectly (including through any third party), in violation of applicable Export Control Laws, including any applicable sanctions or restricted party lists:
(a) export, re-export, transfer, or divert the Goods in violation of Export Control Laws; or
(b) use, sell, or transfer the Goods for any prohibited end use under Export Control Laws.
Buyer is solely responsible for obtaining any required export, re-export, or import authorizations and for all duties, taxes, and fees relating to the import, export, or use of the Goods or Services. Buyer acknowledges that Seller makes no representation regarding the applicability of Export Control Laws to Buyer’s use of the Goods. Buyer shall indemnify, defend, and hold harmless Seller from and against all claims, losses, liabilities, and costs (including reasonable legal fees) arising from Buyer’s breach of this Section. Seller may suspend performance or terminate the Agreement upon Buyer’s breach of this Section.
 

16. Software and Firmware

All right, title, and interest in and to any software and firmware, including all intellectual property rights and documentation, remain with Seller or the applicable third-party owner. Subject to applicable licence terms, Buyer is granted a limited, non-exclusive, non-assignable, non-transferable, royalty-free licence to use such software and firmware solely as embedded in or supplied with the Goods, in conjunction with the Goods, and only at the site where the Goods are first installed. Use at additional sites requires Seller’s prior written consent. Buyer’s use of software and certain firmware is governed exclusively by Seller’s or the applicable third-party licensor’s standard licence terms, which are incorporated by reference. Buyer shall comply with all applicable licence terms and restrictions. During the applicable warranty period, software shall perform its essential functions. If it fails to do so, Seller’s sole obligation, at its option, is to provide an update or replacement correcting the non-conformance. Seller has no obligation to provide enhancements, updates, or revisions beyond this remedy. Except to the extent expressly permitted by applicable law, Buyer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of any software or firmware.
 

17. Buyer Supplied Data

Seller may rely on specifications, data, and operating information provided by Buyer in the design, selection, or performance of Goods and Services. Seller shall have no liability to the extent arising from such inaccurate or incomplete information. If actual conditions differ from those provided and relied upon by Seller, any affected warranties or obligations shall be void to the extent affected.
 

18. Confidentiality

All technical, commercial, and proprietary information disclosed by Seller, including product designs, specifications, drawings, software, firmware, documentation, and technical data (“Confidential Information”), shall remain the confidential property of Seller or its licensors. Buyer shall not disclose such Confidential Information to any third party or use it for any purpose other than the use of the Goods or Services, except with Seller’s prior written consent or as required by law. This obligation does not apply to publicly available information, lawfully obtained from a third party, or independently developed without use of Confidential Information. Buyer shall comply with all applicable export control and trade compliance laws with respect to such Confidential Information and shall not disclose or transfer any controlled technical data in violation of Section 14. All intellectual property rights in the Confidential Information remain with Seller or its licensors, and these obligations shall survive termination of the Agreement. Buyer shall ensure that its employees, contractors, and agents comply with this Section.
 

19. Insurance

Seller shall maintain commercially reasonable insurance coverage consistent with industry practice, including commercial general liability, automobile liability, products liability, professional liability, and workers’ compensation insurance. Certificates of insurance shall be provided upon reasonable written request.
 

20. Health and Safety

Seller shall not be required to perform Services at any Buyer site that, in Seller’s reasonable opinion, presents a risk to health or safety. Buyer represents and warrants that the site and working conditions comply with all applicable occupational health and safety laws and shall disclose in advance all known or reasonably foreseeable hazards, including the presence of asbestos, PCBs, or other hazardous or designated substances. Buyer shall provide all information reasonably required to assess and mitigate risks, including: (a) current drawings, process data, and specifications; (b) applicable WHMIS information, including safety data sheets and site plans; and (c) other relevant site-specific health and safety information. Any hazardous conditions requiring remediation, as determined by Seller, shall be addressed at Buyer’s expense, including standby, demobilization, and remobilization time, and as a condition precedent to performance. Seller has no responsibility or liability for identifying, removing, or remediating hazardous substances or for site health and safety management. Buyer remains solely responsible for site conditions and compliance with applicable laws. Nothing in this Section shall: (i) transfer responsibility for site safety to Seller; or (ii) expand Seller’s obligations beyond those set out in this Agreement or its applicable insurance coverage.
 

21. Access to Buyer Site

Buyer shall provide safe, free, and uninterrupted access to the site sufficient for Seller to perform the Services. Any delay, standby time, or additional requirements arising from site conditions, third parties, or site-specific requirements beyond Seller’s control shall be considered a Buyer-caused delay and billable at Seller’s then-current rates. Minimum charges apply as follows: (a) four (4) hours for Services performed in less than four (4) hours; and (b) eight (8) hours for all other Services, plus applicable travel time, costs, and expenses. Cancellation of scheduled Services with less than forty-eight (48) hours’ notice is subject to applicable minimum charges and expenses. Buyer shall designate a qualified site representative to be present during performance and to provide necessary assistance. Buyer is responsible for coordinating and complying with all site requirements, including unions, permits, safety approvals, escort requirements, lockout/tagout procedures, and multi-contractor coordination. Seller shall have no liability for site work performed by Buyer or third parties or for modifications required to enable access. Any inability to access the site or perform Services due to Buyer’s requirements shall entitle Seller to an equitable adjustment of schedule and, where applicable, price, and shall not constitute a breach.
 

22. Minimum Order Value

Unless otherwise agreed in writing, the minimum order value is CAD $135.
 

23. General Provisions

(a) Assignment. Buyer shall not assign or transfer this Agreement, in whole or in part, without Seller’s prior written consent. Any purported assignment without such consent is void.
(b) Entire Agreement. These Conditions, together with the applicable Purchase Documents, constitute the entire agreement and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
(c) Limitation Period. No action arising out of or relating to this Agreement may be brought more than two (2) years after the cause of action accrues.
(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario located in Toronto and waive any objection based on venue or forum non conveniens.
(e) Restricted Use / Compliance. The Goods and Services are not designed or intended for use in nuclear or nuclear-related applications unless expressly agreed in writing by Seller.
(f) Severability. If any provision is held to be invalid, illegal, or unenforceable, it shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
(g) Waiver; Survival; Amendment. No failure or delay by Seller in exercising any right, power, or remedy shall operate as a waiver. Any waiver must be in writing and signed by the waiving party. Sections 10 (Limitation of Remedy and Liability), 12 (Intellectual Property), 14 (Exports / Imports), 15 (Software and Firmware), 16 (Buyer-Supplied Data), and 17 (Confidentiality) shall survive termination or expiration of this Agreement. This Agreement may be amended only by a written document expressly stating that it amends this Agreement and signed by authorized representatives of both parties.
h) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and confers no rights on any third party.

QF-062 Rev 1 *(2026 May 20)