General Conditions of Sale of Schmalz Vacuum Technology Ltd.

1. Scope

These General Terms and Conditions of Sale apply to all business relations between Schmalz Vacuum Technology Ltd. (referred to hereinafter as "Schmalz," "we," "us," or "our") and the Customer, even if reference is not made hereto in subsequent contracts. They shall apply accordingly to work and services. In case of work performance, taking receipt of the delivered products shall be replaced by acceptance of work, and in case of services, by receipt of the service.

Seller's acceptance is expressly limited to these Terms and Conditions. Any additional or different terms proposed by Buyer are rejected unless agreed in writing. Seller's performance does not constitute acceptance of Buyer's terms. These General Conditions of Sale shall also apply if Schmalz unconditionally affects delivery to the Customer, in full knowledge of its conflicting, supplementary, or deviating terms and conditions.

Any agreements between Schmalz and the Customer made in addition to or deviating from these General Terms and Conditions of Sale and entered for the purpose of completing a contract shall be laid down in writing in the respective contract. This shall apply accordingly to the waiver of this written form requirement. Other terms and conditions of the other party shall be valid only insofar as they are in accordance with our terms; otherwise, they are hereby expressly opposed.

Rights going above and beyond those set forth herein to which Schmalz is entitled pursuant to statutory provisions or other agreements remain unaffected.

2. Conclusion of Contract

Offers quoted by Schmalz are subject to change and are non-binding. Our prices are quoted exclusive of applicable sales taxes at the current statutory rate. All deliveries are FOB our facility in Mississauga, ON, unless a different delivery point is agreed in writing. Risk of loss transfers to Buyer upon delivery to the carrier.

Specifications as to illustrations, drawings, weight and dimension, declarations of weight, measurements and consumption, as well as any other descriptions of the products contained in the documents pertaining to the offer, shall be approximate only, unless these have been expressly specified as binding. They constitute neither agreement nor guarantee as to the characteristics or durability of the products unless they were explicitly agreed as such. However, nothing in this clause shall exclude or limit any implied warranties of merchantability, fitness for purpose, or safety as required by applicable Canadian law. Customer expectations concerning the products, or the use thereof, do not constitute any form of agreement or guarantee.

Schmalz retains all rights of ownership, copyrights, and any other property rights in respect of all documentation offered. Such documents must not be made available to third parties. At Schmalz's request, the Customer must return all offer documentation without delay, provided it is no longer required in the ordinary course of business. This also applies in particular to all documents, drafts, samples, specimens and models.

Orders are not binding until they have been confirmed by Schmalz within two weeks by way of a written order confirmation or until Schmalz fulfils the order by consignment of the product. Any order confirmation processed by automated means and lacking signature and name is deemed to constitute a written order confirmation. To the extent the order confirmation contains obvious errors, misspellings, or miscalculations, Schmalz shall not be bound by it.

Schmalz's silence in response to offers, orders, requests, or other declarations of the Customer is deemed to constitute consent only if there is a prior written agreement to that effect.

If the Customer's financial situation deteriorates to a significant degree or if the legitimate request for the opening of insolvency or comparable proceedings in respect of the Customer's assets is refused due to lack of assets, Schmalz may rescind the contract in whole or in part. Schmalz shall provide written notice to the Customer of its intention to rescind and shall allow a reasonable opportunity (minimum ten (10) business days) for the Customer to provide security or remedy the situation before exercising rescission rights.

3. Customer's Obligations to Cooperate

The Customer has the option of configuring individually customized products using the product configurator provided on the website. The product configurator serves solely as a technical aid; the selection and composition of the individual components is the sole responsibility of the Customer. The Customer is obliged to carefully check the settings made during the configuration process and the final configuration before placing the order. The Customer is solely responsible for the accuracy, completeness, and suitability of the selected configuration for the intended purpose.

The Customer is solely responsible for the accuracy and completeness of the information contained in the order, with regards to the type, quantity, and specification of the products ordered. A challenge is excluded if the error asserted is based on circumstances that are within the buyer's sphere of risk and could have been avoided by carefully checking the order. This applies to input, transmission, or transfer errors, quantity, price, or confusion with other products, as well as other operating or selection errors. This limitation shall not apply to errors caused by Schmalz's misrepresentation or to Canadian consumer transactions, where consumers retain statutory rights to challenge orders containing material errors.

4. Scope of Delivery

The written order confirmation issued by Schmalz is authoritative as regards the scope of delivery. Changes to the specifications or scope of delivery by the Customer require the written confirmation of Schmalz to be effective. Schmalz reserves the right to modify the design and form of the products, provided such modifications are customary in the industry or where the deviations are within DIN tolerance thresholds or if the modifications are not substantial and are reasonable for the Customer. This applies in the same way to the selection of materials, the specifications and the construction method.

Delivery in parts is permissible unless this is not reasonable for the Customer, giving due consideration to Schmalz's interests.

RETURN POLICY - COMMERCIAL CUSTOMERS (B2B):

Unless explicitly stated in these General Terms and Conditions of Sale, ordered products, in particular individually configured or customized products, may only be returned on the basis of a prior express written agreement with Schmalz. There is no legal entitlement to the conclusion of such an agreement. Unless otherwise stipulated in such an agreement, the Customer shall bear all costs associated with the return shipment, in particular transport, packaging, and insurance costs, as well as any customs duties or other ancillary costs; the return shipment shall be at the risk and expense of the Customer.

RETURN POLICY - CANADIAN CONSUMER CUSTOMERS (B2C):

4.3.1 Distance Sales (Online, Telephone, Mail Order) For orders placed remotely with Canadian consumers, the Customer has the right to cancel and return products within 14 calendar days of receipt of delivery for a full refund of the purchase price, except for:

(a) Products specifically customized to the Customer's unique specifications that cannot be resold as new;

(b) Goods that have been used, damaged, or materially altered by the Customer beyond examination purposes;

(c) Products affixed with warnings or safety labels that have been removed or defaced.

4.3.2 Return Shipping Costs - Consumers For the 14-day cooling-off period returns described in Section 4.3.1, Schmalz shall prepay return shipping costs. For returns outside the cooling-off period, return shipping shall be at Customer's expense unless the return is due to a defect in the product.

4.3.3 Restocking Fees - Consumers Any restocking or handling fees charged on consumer returns shall not exceed 15% of the original purchase price and shall be clearly disclosed at the time of purchase.

4.3.4 Defective Products - All Customers For defective products, all return shipping costs shall be prepaid by Schmalz, regardless of whether the customer is a consumer or commercial entity, unless the defect is solely attributable to Customer misuse, modification, or negligence.

4.3.5 Return Procedure Customers must obtain a Return Merchandise Authorization (RMA) number from Schmalz before returning products. Unauthorized returns may be refused. Return deadlines and procedures shall be clearly communicated to the Customer in writing.

5. Delivery Period and Transportation

Delivery periods and dates must be agreed in writing and are non-binding unless these have been explicitly stipulated by Schmalz, in advance, as being binding.

The delivery period commences upon conclusion of the contract, but not before the Customer has produced all documents, permits, and approvals to be provided by it, all technical issues have been resolved and any deposit agreed has been received. In the case of delivery dates, the delivery date will be rescheduled as appropriate if the Customer does not produce the documents and approvals to be provided by it in good time, if approvals have not been issued in good time, if all technical issues have not been completely resolved in time, or if the agreed deposit payment has not been issued in time. All delivery dates and periods are subject to the due and timely fulfilment of all further obligations of the Customer.

The delivery period is deemed to have been met if the products have left our facility or Schmalz has communicated readiness for dispatch or collection within the agreed delivery period. All delivery dates and periods are subject to proper supply to Schmalz, unless Schmalz itself is responsible for the self-supply to it. In the event of improper supply to it, Schmalz is entitled to rescind the contract. Schmalz will inform the Customer immediately as to whether it intends to exercise its rescission right and will reimburse any advance payment received from the Customer.

In the case of delay in delivery, the Customer is entitled to rescind the contract upon fruitless expiry of a reasonable grace period set by the Customer for Schmalz upon commencement of the delay in delivery.

Unless otherwise agreed, in writing, the method of transportation and shipping shall be selected at the reasonable discretion of Schmalz. For Canadian customers, transportation shall comply with applicable interprovincial and cross-border transportation regulations.

If Schmalz and the Customer have entered into a framework contract governing future deliveries with fixed delivery periods and dates and the Customer fails to call the products in due time, Schmalz is entitled, upon expiry of a reasonable grace period to be set by it, to deliver and invoice the products, to rescind the contract, or to claim damages or reimbursement of expenses, whereby damages or reimbursement of expenses can be claimed only if the Customer is not responsible for the failure to call the products in due time.

6. Supply of Software

If Schmalz supplies the Customer with standard software as part of or in connection with the supply of the corresponding hardware for temporary or permanent use (referred to hereinafter as "Software"), the following provisions shall apply for the entire supply and insofar as any breach of duty or malfunction is attributable to the Software. In addition, the other provisions of these General Terms and Conditions of Sale apply with respect to the hardware. Unless agreed separately, Schmalz does not assume any obligation to provide services.

Upon passage of risk, the Software shall have the agreed characteristics and be suitable for the contractually agreed use and, in the absence of any such agreement, for customary use. The Software meets the criterion of practicality and is of the quality customary for this kind of software; it is not, however, error-free. Any restriction to the functionality of the program resulting from defects in the hardware, environmental conditions, incorrect operation or similar shall not constitute a defect. A non-material reduction in quality will not be considered. However, nothing in this clause shall exclude or limit any implied warranties of merchantability or fitness for purpose required by applicable Canadian law, particularly for consumers.

The Software is subject to legal protection. In the dealings between the contracting parties, Schmalz is exclusively entitled to all copyrights, patents, trademarks and all other intellectual property rights in the Software and in other items provided or made available to the Customer by Schmalz during the initiation of contractual dealings and during the fulfilment of the contract. If third parties hold such rights, Schmalz has corresponding rights of use.

Schmalz grants the Customer the non-exclusive right to use the Software. Unless otherwise agreed, the right of use applies in the province(s) or territory(ies) where the Customer is located in Canada. The Customer acquires the same rights in enhanced or newly developed software as in standard software.

The right of use is limited to the agreed period. In the absence of any such agreement, the right of use is unlimited as to time. If the right of use is granted for a limited period, the following provisions shall also apply: the Customer is permitted to use the Software only with the hardware specified in the contract documents (e.g. software product certificate), and in the absence of such stipulation, with the hardware delivered together with the Software. The use of the Software with another device is subject to the explicit written consent of Schmalz and in the event of the use of the Software with a more powerful device, establishes the right to reasonable additional payment for Schmalz; this does not apply if and insofar as the Customer temporarily uses the Software with a replacement device within the agreed scope of use due to a defect in the stipulated device.

For Software with respect to which Schmalz holds only derivative rights of use and which is not Open Source Software (third-party software), in addition to and with precedence over the provisions of this Section 6, the terms of use agreed between Schmalz and its licensor apply, insofar as these affect the Customer (e.g. End User License Agreement); Schmalz shall notify the Customer of such terms and shall on request make the same available to the Customer.

For Open-Source Software the terms of use governing the Open Source Software take precedence over the provisions of this Section 6. Schmalz shall disclose or provide the source code to the Customer only insofar as this is required pursuant to the terms of use of the Open-Source Software. Schmalz shall notify the Customer of the existence of and the terms of use of Open-Source Software and make the terms of use available to it or, where necessary pursuant to those terms of use, provide the same to it.

The Customer requires a right of use to be agreed separately to use the Software on several devices or at several workstations simultaneously. The same applies to the use of the Software in networks, even if this does not involve any duplication of the Software.

The Customer is permitted to make a security copy of the program as necessary to ensure safe operation. Security copies must be stored securely and, where technically possible, labelled with the copyright notice of the original data storage media or the download version of the Software. Copyright notices, trademarks and product labels are not permitted to be removed, altered or concealed. Copies that are surplus to requirements must be deleted or destroyed. The user guide and other documentation provided by Schmalz is permitted to be copied only for internal company purposes.

The Customer is permitted to decompile the interface information pertaining to the program only within the limits of applicable Canadian computer software copyright law and only after notifying Schmalz, in writing, of its plans and requesting the necessary interface information.

7. Data Uploaded by the Customer

The Customer grants Schmalz a non-exclusive, royalty-free, worldwide and transferable right of use, copying, distribution and display of all data uploaded by the Customer, including CAD data (hereinafter "Customer Data"). The right to use this Customer Data is granted for the purpose of providing the agreed services for training and analysis activities carried out by Schmalz.

The Customer retains exclusive ownership of the copyrights or other intellectual property rights to the Customer Data provided by him.

The Customer represents and warrants that he has all rights and authorities to provide all Customer Data, that all Customer Data provided is accurate and correct and that he is authorized to grant the license referred to in clause 7.1. Furthermore, the Customer shall not upload any data that violates applicable law or the rights of third parties. In the event of such an infringement, the Customer shall indemnify Schmalz against the claims of third parties. This indemnification shall not apply to the extent Schmalz has modified the Customer Data or used it in a manner not authorized or contemplated by the Customer.

Schmalz is entitled to change Customer Data as well as technical details of the transmitted Customer Data, insofar as it is necessary for the manufacturing of the desired product in the context of the agreed service. Schmalz shall notify the Customer in writing of any material modifications to Customer Data prior to implementation.

Schmalz shall not pass on the Customer Data to unauthorized third parties and shall only make it accessible to a necessarily limited circle of employees. Information from and about the Customer will not be evaluated by Schmalz and will not be passed on to third parties, except as required by law or with the Customer's prior written consent. For Canadian customers, Schmalz shall comply with all obligations under PIPEDA (Personal Information Protection and Electronic Documents Act) and applicable provincial privacy legislation when processing personal information contained in Customer Data.

8. International Deliveries and Export Compliance

CANADIAN EXPORT COMPLIANCE:

8.1.1 Export and Import Permits Where products originate from Canada or are shipped from Schmalz's Canadian facility, Schmalz shall comply with the Export and Import Permits Act (Canada) and shall obtain all necessary export permits from the Department of Global Affairs Canada (DGAC) before export where required.

8.1.2 Canadian Sanctions Compliance

The Customer and Schmalz shall comply with all Canadian sanctions regimes established under:

Special Economic Measures Act (SEMA)

United Nations Act

Any other applicable Canadian sanctions regulations

The Customer shall not export or sell products to individuals or entities listed on the Consolidated Foreign Sanctions Designations List maintained by DGAC.

8.1.3 Anti-Corruption Compliance

The Customer shall comply with the Corruption of Foreign Public Officials Act (Canada). Products shall not be used in furtherance of bribery or corrupt practices, whether to foreign public officials or otherwise.

UNITED STATES EXPORT COMPLIANCE:

The Customer undertakes to comply with all applicable provisions of export and foreign trade law of the United States as well as all other applicable national and international export control regulations and foreign trade laws.

The contract is concluded subject to the legality of the supply of the products (including the Software) as regards the contents and the individuals and entities directly and indirectly involved pursuant to all the provisions stipulated in the foregoing subsection 1.

In the case of cross-border deliveries, the Customer must in good time submit to the competent authorities all declarations required for export from the United States and import into the destination country and take all measures, specifically procure all documentation required for customs processing, and comply with the requirements for any export controls or other restrictions on marketability.

The deliveries are subject to the condition precedent that performance is not precluded by national or international rules, in particular export control regulations, as well as embargoes or other sanctions.

Delays attributable to export controls extend delivery periods; accordingly, delivery dates will be postponed as appropriate. In the case of supplies that are subject to approval, Schmalz has the right to delay performance until such time as export approval has been issued and the Customer has furnished evidence thereof to Schmalz, or to rescind the contract. In such cases, Schmalz's liability based on delayed performance or non
performance is excluded.

The Customer undertakes not to use any products manufactured by Schmalz (including the Software), parts of such products and/or technologies used by Schmalz in weapons and/or weaponry, nor to sell such products or to offer the same for sale.

If the Customer breaches an obligation under this Section 8 and/or if a business transaction is prohibited, in whole or in part, Schmalz is entitled to rescind this agreement, in whole or in part, for cause without the need to observe a notice period. This shall not affect any claims to which Schmalz is entitled against the Customer.

8.8 Conflicting Regulations

If Canadian, US, or other applicable export regulations conflict, the Customer shall comply with whichever regime is more restrictive.

9. Prices and Payment

In the absence of any specific agreement to the contrary, all prices apply ex-works and are exclusive of shipping and packaging costs, insurance, statutory taxes, customs duties, and other levies. The costs incurred in this context, in particular the costs for packaging and transport of the products, will be invoiced separately. For Canadian customers, prices are exclusive of applicable GST/HST at the current statutory rate, which will be added to invoices as required by law.

PAYMENT TERMS:

9.2.1 Standard Terms

Terms of payment are net 30 days from date of invoice. Deposits are required for orders with a list price value exceeding $10,000 of 50% at the time the order is placed, the remaining 50% is to be paid net 30. Credit Card payments have a maximum of $10,000 unless explicitly agreed prior to order.

9.2.2 Interest on Late Payments - Commercial Customers

If payment is not received by the due date, Schmalz may charge interest on all overdue balances at the rate of 1.5% per month (18% annual), or the maximum rate permitted under applicable Canadian law, whichever is lower.

9.2.3 Interest on Late Payments - Canadian Consumer

Customers for Canadian consumers, interest on late payments shall not exceed the Bank of Canada prime rate plus 2% per annum. No interest shall accrue in consumer accounts unless expressly agreed in writing at the time of purchase.

9.2.4 Collection Costs

If payment is not received and a third party is employed for collection, the Customer shall be responsible for reasonable collection costs, including reasonable attorney fees, provided such recovery does not violate applicable consumer protection legislation. For Canadian consumers, collection costs shall be reasonable and documented.

If satisfaction of our claim for payment is jeopardized by purchaser's bad financial circumstances occurring or coming to light after conclusion of the contract, we shall be entitled to demand cash on delivery or cash in advance, to retain goods not yet delivered and to cease further work on current orders and to withdraw from contracts already concluded with the purchaser unless the purchaser pays in advance or otherwise provides security. This provision shall not apply to Canadian consumers in a manner that violates consumer protection legislation.

10. Passage of Risk

The risk of accidental loss and accidental deterioration shall pass to the Customer as soon as the products have been handed over to the person carrying out the transport or have left the warehouse of Schmalz for shipping purposes. If the Customer collects the products, the risk of accidental loss and accidental deterioration shall pass to the Customer upon notification of readiness for collection. The foregoing sentences 1 and 2 shall also apply for partial deliveries or if Schmalz has assumed additional services, e.g. transportation of the products to the Customer's site.

If the Customer enters into default in accepting the products, Schmalz is entitled to demand compensation for the damage incurred, including possible additional expenses. The same applies if the Customer violates any other cooperation duties unless the Customer is not responsible for the same. Schmalz is entitled to place the products into storage at the Customer's expense for the duration of the default in acceptance. The costs of such storage shall be charged at a flat rate of 0.5% of the net invoice value per calendar week commenced. This does not affect any claims of Schmalz going above and beyond this. The Customer has the right to furnish evidence that Schmalz did not incur any costs or that such costs were lower. The same applies if the Customer breaches other cooperation duties unless the Customer is not responsible for the breach. If the Customer enters into default in accepting the products or violates any other co-operation duties, the risk of accidental loss and accidental deterioration of the products shall pass to the Customer no later than at the time it enters into default of acceptance. Upon the fruitless expiry of a reasonable grace period set by Schmalz, Schmalz is entitled to otherwise dispose of the products and to supply the Customer within a reasonably extended period.

If shipping is delayed due to circumstances beyond Schmalz's control, the risk shall pass to the Customer upon notification of readiness for shipping.

INSPECTION AND ACCEPTANCE: Buyer shall inspect Goods upon receipt. Goods are deemed accepted unless rejected in writing within 10 days. For Canadian consumers, the inspection period shall be at least 14 days. Failure to reject constitutes acceptance. The delivered products must be accepted by the Customer even if they have minor defects, without this affecting its claims based on defects. "Minor defects" shall not include defects that affect safety, functionality, or the essential characteristics of the products as represented.

11. Claims Based on Defects

The Customer's rights to assert claims based on defects is conditional upon the Customer having inspected the delivered products upon receipt also by means of sample processing or use insofar as this can be reasonably expected, and notifying Schmalz of any apparent defects in writing (e.g. by letter, fax or e-mail) and without delay, but no later than two weeks from receipt of the products. For Canadian consumers, the notification period shall be extended to 30 days from receipt. Any claim must be brought within one (1) year from accrual. Latent defects must be reported to Schmalz in writing immediately upon discovery. When notifying Schmalz of said defects, the Customer must provide a written description of the defects. Claims based on defects asserted by the Customer also require that it observed the specifications, instructions, guidelines and conditions set forth in the technical instructions and other documents from Schmalz for the individual products. Claims based on defects attributable to failure to comply with such instructions and stipulation are excluded. Seller reserves the right to cure any nonconformity within a reasonable time by repair or replacement.

If the products are defective, Schmalz shall at its discretion render subsequent performance either by rectifying the defect or by delivering a defect-free product. When rendering subsequent performance, Schmalz is required to bear all expenses incurred to this end, in particular transport, shipping, personnel, and material costs. Replaced parts pass into the ownership of Schmalz and shall be returned to it.

If Schmalz is unwilling or unable to render subsequent performance, the Customer may, without prejudice against any claims for damages or reimbursement of expenses, at its discretion either rescind the contract or reduce the delivery price. The same shall apply if subsequent performance fails, is unreasonable for the Customer, or is unreasonably delayed for reasons attributable to Schmalz.

The Customer's right to rescind the contract is excluded if the Customer is unable to return the performance received and this is not attributable to the fact that return is impossible due to the nature of the performance received, or Schmalz is responsible for the return, or the defect was not revealed until the product was processed or modified. The right to rescind is also excluded if Schmalz is not responsible for the defect and if the Customer is required to compensate the value instead of returning the performance. This exclusion shall not apply to Canadian consumer transactions where statutory rights of return cannot be waived.

The assertion of claims based on defects is excluded if the defect is attributable to natural wear and tear, particularly in wearing parts, improper handling, operation, or storage or improper modifications or repairs of the products by the Customer or third parties. The same shall apply to defects attributable to the Customer or resulting from a technical cause other than the original defect. However, Schmalz bears the burden of proving that any such exclusion applies, and this exclusion shall not apply if Schmalz failed to provide adequate warnings or instructions regarding proper handling and operation.

Claims of the Customer for reimbursement of expenses instead of claims for damages in lieu of performance are excluded unless a reasonable third party would also have incurred such expenses.

WARRANTY DISCLAIMERS:

7.1 Commercial Customers (B2B)

Except as expressly set forth herein, seller makes no warranties, express of implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. EXCEPT to the extent such disclaimers are prohibited by applicable Canadian law. No statement or description shall constitute a warranty unless expressly agreed in writing.

7.2 Software Warranties - Canadian Compliance

For software supplied in Canada, nothing herein limits any statutory warranties of merchantability or fitness for purpose required under applicable Canadian e-commerce, consumer protection, or software licensing legislation.

WARRANTY AND LIMITATION PERIODS:

8.1 Commercial Customers (B2B) - Warranty Periods

The limitation period for claims based on defects asserted by the Customer is 6 months after shipment from Schmalz's facility. This is shortened to 3 months if the goods are used in two-shift operation (16 hours service per day) and to 2 months in three-shift operation (24 hours service per day) from delivery. Vacuum handling products have a limited standard warranty period of 18 months from the date of shipment, excluding wearable items. The warranty period is extended under certain circumstances. If the defective products have been used in accordance with their intended purpose for a structure and have caused its defectiveness or there is a defect in a structure, the limitation period is five years. This limitation period shall also apply to claims in tort based on a defect of the products. The limitation period begins when the products are delivered.

8.2 Extension of Warranty Period for Structural/Systemic Defects If defective products have been used in accordance with their intended purpose and have caused defects in a larger structure or system, or if the products contain defects in design or materials that would not reasonably be discovered during normal use, the warranty period shall be extended to five years from delivery.

12. Defects in Title

Schmalz warrants that there are no third-party rights precluding the contractually agreed use of the Software by the Customer. In the case of defects in title, Schmalz shall provide warranty by procuring for the Customer at the latter's discretion either a legal defect-free right of use in the Software or in equivalent software.

The Customer shall notify Schmalz without delay and in writing if third parties assert claims in the Software (e.g. copyright or patent). Schmalz shall support the Customer in defending them against such third-party claims by providing information and advice.

The provisions of Section 11 otherwise apply mutatis mutandis to any legal defects. For Canadian customers, Schmalz warrants that it has the right to grant the licenses described herein and shall defend the Customer against any third-party claims of intellectual property infringement to the extent the infringement relates to the products as supplied (not Customer modifications).

13. Liability of Schmalz

LIMITATION OF LIABILITY - COMMERCIAL CUSTOMERS (B2B):

Buyer's sole and exclusive remedy, and Seller's entire liability, for any claim arising out of or relating to the Goods or this Agreement shall be limited, at Seller's option, to the repair or replacement of nonconforming Goods or the refund of the purchase price paid for such Goods. To the fullest extent permitted by Canadian law, Seller's total cumulative liability arising out of or relating to this Agreement or the Goods, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount paid by Buyer for the Goods giving rise to the claim.

EXCEPTIONS TO LIABILITY CAP:

(a) Personal injury or death caused by Seller's gross negligence or willful misconduct

(b) Damage to real property or tangible personal property caused by Seller's gross negligence

(c) Any liability that cannot be excluded or limited under applicable Canadian law

To the fullest extent permitted by Canadian law, Seller shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of use, downtime, cost of substitute goods, or business interruption, regardless of the theory of liability and even if Seller has been advised of the possibility of such damages. The limitations and exclusions set forth in this Section shall apply notwithstanding any failure of the essential purpose of any limited remedy. The limitations set forth in this Section shall not apply to damages resulting from Seller's gross negligence or willful misconduct, or liability that cannot be excluded or limited under applicable law. The parties acknowledge that the pricing of the Goods reflects this allocation of risk and that the limitations herein are an essential basis of the bargain.

14. Product Liability

The Customer will not modify the products; in particular, it will not modify or remove existing warnings about risks due to improper handling of the products. In the event of the breach of this obligation, the Customer shall indemnify Schmalz from and against any and all product liability claims asserted by third parties ONLY to the extent that:

(a) The Customer's modification caused or substantially contributed to the injury/damage;

(b) The Customer is legally responsible for the modification;

(c) Schmalz did not contribute to or enable the modification;

(d) The modification was not necessary to correct a defect in the original product supplied by Schmalz.

This indemnification shall NOT apply to:

Defects or hazards inherent in the product as designed or manufactured

Seller's failure to warn of known hazards

Any portion of liability attributable to Seller's negligence, misrepresentation, or breach of warranty

If Schmalz has to implement a product recall or issue a warning notice due to a defect in the products, the Customer shall take best efforts to support Schmalz and participate in all measures that Schmalz deems reasonable and expedient; in particular, the Customer will procure the necessary customer information. The Customer shall bear a proportionate share of the costs of the product recall or warning notice based on the Customer's responsibility, provided the defect is not attributable to Schmalz. Schmalz shall bear costs if the recall or warning is due to Schmalz's failure to warn or design defect. Further claims of Schmalz shall remain unaffected.

The Customer must without delay notify Schmalz, in writing (e.g. by letter, fax or e-mail), of all risks in connection with the use of the products and any possible defects in the products of which it becomes aware.

14.4 MUTUAL INDEMNIFICATION:

Schmalz shall indemnify, defend, and hold harmless the Customer from and against any third-party claims, damages, and costs (including reasonable legal fees) arising from:

(a) Defects in the products supplied by Schmalz

(b) Schmalz's breach of warranty or express representations

(c) Schmalz's violation of applicable law, including intellectual property infringement

(d) Schmalz's gross negligence or willful misconduct

Provided the Customer has:

(i) Promptly notified Schmalz of the claim;

(ii) Allowed Schmalz to control the defense (if Schmalz elects);

(iii) Not admitted liability or settled without Schmalz's consent

15. Force Majeure

Insofar as Schmalz is hindered in fulfilling its contractual obligations, especially in delivering the products, by force majeure, Schmalz shall be free of its contractual obligations for the duration of the hindrance and a reasonable additional start-up period without being obligated to compensate the purchaser for damages. The same applies in the event that unforeseen circumstances or circumstances outside of Schmalz's control such as labor disputes, pandemics, epidemics, measures taken by government authorities, energy shortages, delivery disruptions from its suppliers, or significant disruptions to operations, in particular cyber-attacks, make it unreasonably difficult or temporarily impossible for Schmalz to fulfill its obligations. This shall also apply if the circumstances occur at a sub-supplier. This shall also apply if Schmalz is already in default. If Schmalz is released from its obligation to deliver, Schmalz shall promptly notify the Customer in writing and refund any advance payments made by the purchaser, or at the Customer's option, credit such payments toward future orders.

On expiry of a reasonable grace period, Schmalz shall be entitled to rescind the contract if such impediment continues for more than four months and the performance of the contract is no longer of interest to Schmalz due to such hindrance. At the Customer's request, Schmalz will on expiry of such grace period declare whether it intends to exercise its right of rescission or whether it will deliver the products within a reasonable period. For Canadian customers, Schmalz shall provide minimum 30 days' notice before exercising rescission rights, allowing the Customer to pursue alternative sourcing or mitigation strategies.

16. Retention of Title

Schmalz retains title in the delivered products until such time as the purchase price and all claims to Schmalz are entitled against the Customer under their business relationship have been settled in full. For the duration of the title, the Customer shall handle the products subject to retention with due care. It shall sufficiently ensure the products subject to retention at their own expense at replacement value against fire, water, and theft damage. At Schmalz's request, the Customer shall provide proof of the insurance policy. The Customer assigns to Schmalz, with effect as from today, all claims for compensation under such insurance. Schmalz hereby accepts such assignments with effect as of today. If the insurance agreement does not permit such assignment, the Customer instructs the insurance company herewith to make payments exclusively to Schmalz. This shall not affect any further claims to which Schmalz is entitled.

The Customer is permitted to sell the products subject to retention of title only in the ordinary course of business. The Customer shall not be entitled to pledge the products subject to retention of title, to assign them by way of security or to otherwise dispose of them in a way that could jeopardize Schmalz's title to the goods. The Customer must notify Schmalz without delay and in writing (e.g. by letter, fax or e-mail) of any attachment or other intervention by a third party, provide all information required, inform the third party of Schmalz's title to the goods, and assist in all measures undertaken by Schmalz in order to protect the products subject to retention of title. To the extent the third party cannot reimburse to Schmalz the judicial and extrajudicial costs for enforcing Schmalz's title, the Customer shall reimburse Schmalz the loss sustained by Schmalz in this connection unless the Customer is not responsible for the breach of duty.

The Customer assigns to Schmalz, with effect as from today, all claims in connection with the resale of the products together with all ancillary rights, irrespective of whether the products subject to retention were resold prior to or after processing. Schmalz accepts such assignments with effect as of today. If such assignment is not permissible, the Customer herewith instructs the third-party debtor to make payments exclusively to Schmalz. The Customer shall be authorized, such authorization subject to revocation, to collect the claims assigned to Schmalz in trust for Schmalz in the Customer's own name. The amounts collected shall be transferred to Schmalz immediately. Schmalz may revoke the Customer's authorization for collection and resale for cause, in particular if the Customer fails to duly meet its payment obligations vis-à-vis Schmalz, defaults or ceases payment, or if the Customer files for the opening of insolvency proceedings or similar debt settlement proceedings in respect of its own assets, or if the request for the opening of insolvency or comparable proceedings in respect of the Customer's assets filed by a third party is refused due to lack of assets. In the event of a blanket assignment by the Customer, the claims assigned to Schmalz shall be explicitly exempted.

At Schmalz's request, the Customer shall promptly notify the third-party debtor of the assignment and provide Schmalz with any information and documents required for collection.

If the Customer is in breach of the terms of the contract, if it defaults in payment, Schmalz shall, without prejudice to its other rights, be entitled to rescind the contract after a reasonable grace period set by Schmalz. The Customer shall without delay grant Schmalz or its authorized agents access to the products subject to retention of title and return the same. After due and timely notice, Schmalz may otherwise dispose of the products subject to retention of title to satisfy its due claims against the Customer.

The processing or remodeling by the Customer of the products subject to retention of title shall always be carried out for Schmalz. The Customer's expectancy right to the products subject to retention of title shall also apply to the processed or remodeled item. Should the products be processed or remodeled together with other objects not owned by Schmalz, Schmalz shall acquire joint title in the new item in the proportion of the value of the delivered products to the other processed items at the time of such processing or remodeling. The same shall apply if the products are connected or mixed with other items not owned by Schmalz in such manner that Schmalz loses full ownership. The Customer shall keep the new objects for Schmalz. In all other regards, the item created through processing or re-construction, as well as connection or mixing, is subject to the same provisions as the products that are subject to the retention of title.

If, considering standard valuation adjustments by the banks, the realizable value of the securities exceeds the claims of Schmalz arising from the business relationship with the Customer by more than 10%, Schmalz shall at the Customer's request be required to this extent to release the securities to which the Customer is entitled. The valuation should be based on the invoice value of the products subject to retention of title and on the nominal value of the claims. The choice of security to be released is incumbent upon Schmalz in each case.

CANADIAN PPSA AND SECURITY INTEREST REGISTRATION:

8.1 Personal Property Security Act (PPSA) - Provinces with PPSA For deliveries to customers in provinces with Personal Property Security Act legislation (Ontario, Alberta, British Columbia, Manitoba, Saskatchewan, Newfoundland & Labrador, Nova Scotia, Prince Edward Island, New Brunswick), this retention of title clause constitutes a security interest in the delivered goods and any proceeds therefrom.

8.2 Authorization to Register The Customer hereby authorizes Schmalz to register a financing statement or security agreement with the applicable provincial Personal Property Registry to perfect Schmalz's security interest. The Customer shall cooperate in providing information necessary for registration (including name and address variations) and shall not object to such registration.

8.3 Financing Statement Information The financing statement shall describe the collateral as: "All products delivered by Schmalz Vacuum Technology Ltd. to the Customer pursuant to Sales Agreements, including all proceeds and replacement products."

8.4 Priority Status Schmalz's security interest shall be first priority against all other creditors, conditional upon timely and proper registration.

8.5 Quebec Hypothecary Rights

For customers located in Quebec, this retention of title clause constitutes a claim of hypothec (mortgage) on the delivered goods under Quebec Civil Code provisions. Schmalz may register such hypothec with the Quebec National Registry of personal and moveable real rights (Registre des droits personnels et réels mobiliers - RDRPRM).

8.6 Effectiveness The retention of title and security interests described in this Section 16 are effective against the Customer and shall remain valid and enforceable in any insolvency, bankruptcy, or receivership proceedings in Canada.

17. Assembly

If Schmalz is commissioned not only with the supply of products, but also with assembly; depending on the scope, this may be carried out on a separate independent contract for work and services.

Such assembly contract is subject to the specific written assembly instructions issued by Schmalz. For assembly services in Canada, Schmalz shall comply with applicable provincial workplace health and safety legislation, all applicable OSHA requirements (where applicable to cross-border operations), and all other applicable safety regulations. The Customer shall be responsible for ensuring Schmalz has been provided with safe and adequate working conditions, including proper access, utilities, and compliance with local building codes.

18. Confidentiality

The parties undertake to keep confidential and neither to record, disclose, or use any information that becomes available to them and is designated confidential, or which can be identified as business or trade secrets based on other circumstances for five years from delivery, EXCEPT this obligation does not apply to:

(a) Information already known to the receiving party before disclosure

(b) Information that is or becomes publicly available without breach

(c) Information required to be disclosed by law, court order, regulatory authority (provided notice is given to allow objection)

(d) Information necessary to establish rights or defend claims in legal proceedings

(e) Information disclosed in response to Freedom of Information requests (for public sector customers) after providing notice

The confidentiality obligation shall not apply if the information was demonstrably already known to the other party prior to the commencement of the contractual relationship, was generally known or publicly available or became generally known through no fault of the other party. The burden of proof is incumbent upon the recipient.

The parties ensure by way of appropriate contractual agreements with their employees and agents, in particular their freelance employees and service providers, that they, too, refrain for the period of five years from delivery from any and all private use, disclosure or unauthorized recording of such business and trade secrets.

18.4 WHISTLEBLOWER PROTECTION:

Nothing in this confidentiality clause shall prevent or impede any party from:

Reporting suspected illegal conduct to government authorities, law enforcement, or regulatory bodies

Cooperating with government investigations

Making disclosures protected under whistleblower protection legislation (federal or provincial)

No party shall discharge, discipline, or retaliate against any individual for protected disclosures.

19. Data Protection

The parties are under obligation to comply with all applicable statutory provisions on data protection when executing the contract, including:

Personal Information Protection and Electronic Documents Act (PIPEDA) (federal)

Provincial privacy legislation (e.g., Privacy Act in British Columbia, Alberta, etc.)

Any other applicable Canadian data protection laws

The parties shall ensure that their employees and agents also comply with these provisions.

The parties process the personal information (name and contact information of the contacts in each case) solely for the purposes of fulfilling the agreement and implement appropriate technical safety measures to protect this information. The parties must delete personal information as soon as the processing thereof is no longer necessary. This does not affect any statutory storage obligations.

If the Customer transmits personal data to Schmalz in a non-anonymized form as part of the upload of Customer Data in accordance with Section 7, this data will also be processed by Schmalz. In this case:

The Customer is solely responsible for the legality of the transmission under PIPEDA and applicable provincial data protection laws

The Customer must have obtained all necessary consents from individuals whose personal data is being transmitted

Schmalz shall process such personal data only for the purposes explicitly authorized by the Customer

The provisions of Schmalz's Privacy Policy shall apply

If Schmalz processes personal information on behalf of the Customer (i.e., acting as a "processor" under PIPEDA), the parties shall execute a separate written Data Processing Agreement within 10 business days of this Agreement's execution. This DPA shall include:

(a) The nature, scope, and duration of personal information processing

(b) The purpose(s) for processing

(c) Schmalz's obligations as a processor

(d) The Customer's rights and oversight mechanisms

(e) Personal information breach notification procedures (within 24-48 hours)

(f) Assistance with data subject access requests (within 30 days)

(g) Return or destruction of personal information upon termination

Personal information shall not be transferred outside Canada without:

(a) The Customer's prior written informed consent, OR

(b) Compliance with PIPEDA provisions on deemed consent, OR

(c) Execution of appropriate data transfer safeguards recognized by Canadian privacy authorities

Schmalz shall assist the Customer in fulfilling requests from individuals regarding their personal information, including:

Access requests (response within 30 calendar days)

Correction requests (response within 30 calendar days)

Deletion requests (response within 30 calendar days)

If a personal information breach occurs involving data processed by Schmalz, Schmalz shall notify the Customer without unreasonable delay (within 24-48 hours of discovery).

The notification shall include:

(a) Description of the breach

(b) Types of personal information involved

(c) Estimated number of individuals affected

(d) Likely consequences of the breach

(e) Measures taken or proposed to address the breach

The Customer retains all responsibility for notifying individuals and regulatory authorities (Privacy Commissioner) as required by PIPEDA.

20. Legal Compliance

Within the scope of their corporate responsibility, the parties each undertake to ensure compliance with all applicable statutory provisions in or in connection with the conduct of their business (including environmental protection laws and labor regulations, particularly regarding employee health and safety and that child labor and forced labor are not tolerated).

Once the delivered products are no longer in use, the Purchaser is obliged to properly dispose of them at its own expense and in accordance with applicable statutory provisions.

The Purchaser shall contractually oblige any commercial third party to which it passes on the delivered products to properly dispose of the products after use at their own expense and in accordance with applicable statutory provisions. If the Purchaser violates its obligation to pass on these obligations to the persons receiving the products, it shall take back the delivered products after use at its own expense and properly dispose of them in accordance with applicable statutory provisions.

Schmalz shall provide the Customer with a declaration of any hazardous or restricted materials contained in the products, including proper handling, storage, and disposal instructions.

The Purchaser is obliged to properly empty and dispose of any used packaging received from Schmalz at its own expense and in accordance with applicable statutory provisions. Schmalz shall utilize recyclable and sustainable packaging materials to the extent practicable and shall clearly label packaging materials to facilitate proper recycling.

In addition, both parties should confirm with the conclusion of a contract that they will not participate in any form of bribery or corruption and will not tolerate the same.

21. Additional Provisions

The assignment of rights and duties of the Customer to third parties is subject to the prior written consent of Schmalz. For Canadian customers, such consent shall not be unreasonably withheld, shall not be unreasonably delayed (response required within 10 business days), and grounds for refusal must be documented and provided in writing. Counterclaims of the Customer entitle it to set-off only if such claims have been conclusively legally determined or are uncontested. The Customer may assert a retention right only if its counterclaim is based on the same contractual relationship. For Canadian customers, this provision shall not limit statutory rights of set-off available under applicable provincial law.

Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable, in whole or in part or should there prove to be a gap in these General Terms and Conditions of Sale, this shall not affect the validity of the remainder of the provisions. In place of the invalid or unenforceable provision the valid or enforceable provision is deemed agreed that comes as close as possible to attaining the purpose of the invalid or unenforceable provision. In the case of a gap, the provision is deemed agreed that corresponds to what the parties would have agreed, considering the purpose of these General Terms and Conditions of Sale, had they considered the matter from the outset. If any provision is found unenforceable by a Canadian court, the parties agree to work together in good faith to replace it with a valid provision that achieves the original intent.

GOVERNING LAW AND VENUE:

4.1 Commercial Customers (B2B) For commercial customers:If the Customer is located in Quebec, Quebec law and the Quebec Civil Code shall apply exclusively.

If the Customer is located in any other Canadian province or territory, the laws of that province/territory shall apply, excluding conflict of laws principles.

For disputes involving Canadian customers:

Quebec customers consent to the exclusive jurisdiction of the Superior Court of Quebec

Customers in other Canadian provinces consent to the jurisdiction of the courts of their respective province

Disputes shall be resolved through negotiation, mediation, or litigation (not binding arbitration unless separately agreed)

4.2 CISG Exclusion

The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

4.3 Inoperative Provisions Should any provisions of these terms and conditions be inoperative, this shall not affect the operative effect of the other provisions hereof. The inoperative provision shall be replaced by a provision such that the originally intended economic purpose is achieved as best possible.

22. NEW SECTION: CANADIAN CONSUMER PROTECTION RIGHTS

22.1 Application This Section applies to customers who are consumers as defined under applicable Canadian consumer protection legislation (provincial Consumer Protection Acts and federal regulations).

22.2 Consumer Rights - Non-Waivable Nothing in this Agreement shall limit, exclude, or waive:

(a) Implied warranties of merchantability, fitness for purpose, or safety under provincial Sale of Goods Acts

(b) Statutory consumer rights to repair, replacement, or refund for defective goods

(c) Statutory rights to cancel remote purchase orders (typically 14 days)

(d) Rights to protection against misleading advertising or misrepresentation

(e) Rights against unfair contract terms under provincial Consumer Protection Acts

(f) Any consumer protection rights that cannot be waived by law

22.3 Dispute Resolution for Consumers For consumer transactions, any dispute resolution clause requiring arbitration, class action waiver, or venue limitation shall be enforceable only if:

(a) The consumer is given the option to pursue remedies in Canadian courts, OR

(b) Such clause complies with applicable provincial consumer protection legislation

22.4 Cooling-Off Period For distance sales (online, telephone, catalogue) to Canadian consumers, a 14-calendar-day cooling-off period applies unless exempted by law (e.g., customized goods).

22.5 Notices to Consumers Any notices required under this Agreement to consumers shall be provided in clear, plain language in English or French (as applicable to the province of delivery).