General Terms and Conditions of Sale and Delivery

1. Scope and General Provisions

1.1 These General Terms and Conditions of Sale and Delivery (“Terms”) apply to all quotations, sales, deliveries, and services provided by ITER Technologies Ltd. (“ITER”, “we”, “us”) to any customer (“Customer”).

1.2 Any terms or conditions proposed by the Customer that differ from or conflict with these Terms shall not apply unless expressly agreed to in writing by ITER.

1.3 These Terms also apply to all future transactions between ITER and the Customer, even if they are not expressly referred to in subsequent contracts.

1.4 Individual written agreements between ITER and the Customer (e.g., specific contracts, addenda, order confirmations) take precedence over these Terms.

1.5 Any notices, declarations, or legal communications from the Customer to ITER (e.g., notices of defect, termination, withdrawal) must be made in writing to be effective.

2. Conclusion of Contract and Scope of Supply

2.1 All quotations and offers by ITER are non-binding and subject to change, unless expressly designated as binding in writing.

2.2 A contract is formed when ITER issues a written order confirmation or when ITER begins performance of the order. The scope of supply and services is defined by ITER’s order confirmation.

2.3 Technical data, drawings, dimensions, and performance descriptions are provided for general information and guidance. Reasonable deviations, technical improvements, and replacement of components with equivalent parts do not constitute a defect, provided the agreed function and performance are not materially impaired.

3. Prices and Payment Terms

3.1 Unless otherwise stated in writing, all prices are Ex Works (EXW) ITER’s facility in Ontario, Canada, Incoterms® 2020, and are exclusive of transportation, insurance, customs, installation, commissioning, and applicable taxes.

3.2 Applicable sales taxes (including HST or other provincial/federal taxes) are not included in the quoted prices and will be added as required by law.

3.3 Unless otherwise agreed, invoices are due and payable within 30 days from the invoice date, without deduction, to the bank account specified by ITER.

3.4 If the Customer fails to pay on time, ITER may charge interest on overdue amounts at the maximum rate permitted by applicable law, in addition to any further damages.

3.5 The Customer may only set off claims or exercise rights of retention if its counterclaims are undisputed or have been finally determined by a court of competent jurisdiction.

3.6 If the Customer is in default with any payment or if ITER becomes aware of circumstances that significantly reduce the Customer’s creditworthiness, ITER may:

• suspend further deliveries or services, and/or

• require advance payment or other adequate security as a condition for further performance.

4. Delivery, Shipping, and Delays

4.1 Delivery times are based on mutual agreement and are specified in ITER’s order confirmation. Delivery dates are approximate unless expressly stated as binding.

4.2 Compliance with delivery periods presupposes that the Customer has fulfilled all contractual obligations, including timely provision of information, approvals, payments, and any site-specific requirements.

4.3 Delivery is deemed completed, and risk passes to the Customer, when the goods are made available at an agreed delivery point.

4.4 ITER is not liable for delays or impossibility of delivery caused by events beyond its reasonable control, including but not limited to force majeure, supply chain disruptions, strikes, transport delays, equipment failure, natural disasters, epidemics, or delays by suppliers. In such cases, delivery periods shall be extended by the duration of the disruption plus a reasonable restart period.

4.5 If a delay becomes substantial, either party may request discussions on appropriate adjustments; if performance becomes impossible or commercially unreasonable, ITER may withdraw from the contract without liability, except for refunding any prepayments for undelivered goods.

4.6 If shipment or handover is delayed at the Customer’s request or due to circumstances attributable to the Customer, ITER may store the goods at the Customer’s risk and expense and charge reasonable storage and handling fees.

5. Title and Risk

5.1 Title to the goods remains with ITER until the purchase price and all associated amounts payable under the contract have been received in full.

5.2 Until title passes, the Customer shall:

• keep the goods properly stored, insured, and clearly identified as ITER’s property; and

• not sell, pledge, or encumber the goods without ITER’s written consent, except in the ordinary course of its business.

5.3 If the Customer defaults on payment or otherwise materially breaches the contract, ITER may, to the extent permitted by applicable law, reclaim the goods, without prejudice to its other rights and remedies.

6. Inspection and Warranty

6.1 The Customer shall inspect the goods promptly upon delivery. Any visible defects or discrepancies must be notified to ITER in writing within 7 calendar days of delivery. Hidden defects must be notified within 7 calendar days of discovery.

6.2 If the Customer fails to provide timely notice, the goods shall be deemed accepted, and warranty claims relating to such defects may be excluded to the extent permitted by law.

6.3 ITER warrants that the goods, when properly installed, operated, and maintained, will materially conform to the agreed specifications and be free from material defects in workmanship and materials for a period of 12 months from delivery, unless otherwise agreed in writing.

6.4 ITER’s warranty does not cover defects arising from:

• improper use, operation outside of specified parameters, or failure to follow ITER’s instructions;

• incorrect installation or commissioning not performed or supervised by ITER;

• inadequate maintenance, use of non-approved spare parts, fuels, or consumables;

• normal wear and tear;

• modifications or repairs carried out by the Customer or third parties without ITER’s written consent;

• abnormal environmental or operating conditions.

6.5 In the event of a justified warranty claim, ITER will, at its option and expense, repair or replace the defective component or supply a replacement part. Replaced parts become the property of ITER.

6.6 The Customer shall provide ITER reasonable access, time, and opportunity to perform warranty work. If the Customer undertakes repairs without ITER’s consent (except in emergencies where safety or major damage is at risk), ITER is not responsible for any resulting costs or consequences.

6.7 If ITER fails to remedy a material defect within a reasonable period after written notice and opportunity to cure, the Customer may, to the extent permitted by law, request a reduction of the purchase price or, in cases of substantial defect, withdraw from the contract with respect to the affected goods.

6.8 Any further rights or remedies of the Customer are subject to the limitations of liability in Section 7.

7. Liability

7.1 To the maximum extent permitted by applicable law, ITER’s liability for damages, whether in contract, tort, or otherwise, is limited to direct damages arising from:

• ITER’s gross negligence or wilful misconduct;

• personal injury, death, or damage to tangible property caused by ITER’s negligence;

• defects that ITER has fraudulently concealed; or

• any other liability that cannot legally be excluded or limited under applicable law.

7.2 Except as expressly provided otherwise, ITER shall not be liable for:

• loss of profit, loss of revenue, loss of use, loss of production, loss of goodwill, or loss of opportunity;

• any indirect, incidental, consequential, or punitive damages;

• Customer’s production losses, business interruption, or third-party claims, except where such limitation is prohibited by law.

7.3 In all cases where ITER is liable (other than for death or personal injury or where prohibited by law), ITER’s aggregate liability under any contract shall be limited to the total net price paid by the Customer for the goods or services giving rise to the claim.

8. Intellectual Property and Confidentiality

8.1 All drawings, designs, calculations, documents, software, and other materials provided by ITER remain the intellectual property of ITER or its licensors. No rights are granted beyond those expressly stated in the contract.

8.2 The Customer may use such documents and information solely for the installation, operation, and maintenance of the supplied equipment and shall not disclose them to third parties or use them for reverse engineering, replication, or the manufacture of similar systems without ITER’s prior written consent.

8.3 The Customer shall treat as confidential all non-public technical, commercial, or proprietary information received from ITER and shall not disclose it to any third party, except as required for contract performance or as required by law.

9. Software

9.1 Where software (including firmware, monitoring platforms, or control logic) is supplied by ITER, the Customer is granted a non-exclusive, non-transferable, revocable license to use the software solely in connection with the equipment for which it was provided, and in accordance with ITER’s instructions.

9.2 The Customer shall not copy, modify, decompile, reverse engineer, or otherwise attempt to derive the source code of the software, except as permitted by applicable law.

9.3 All rights in and to the software and related documentation remain with ITER or its licensors. The Customer may not sublicense, lease, or provide the software to any third party, except to operators or service providers who use the equipment on the Customer’s behalf.

10. Governing Law and Dispute Resolution

10.1 These Terms and any contract between ITER and the Customer are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to conflict of law rules.

10.2 Any disputes arising out of or in connection with these Terms or any related contract shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada, and the parties irrevocably attorn to such jurisdiction.

11. Final Provisions

11.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be deemed replaced by a valid provision that comes closest to its commercial intent.

11.2 Failure or delay by ITER in exercising any right or remedy does not constitute a waiver of that right or remedy.

11.3 These Terms may be updated by ITER from time to time. The version in effect at the time of order confirmation applies to the corresponding contract.