Revision 1.0 | October 1, 2026

1.1 “Neotech” means Neotech Industrial Inc., a corporation operating in the Province of Quebec, Canada.

1.2 “Customer” means any person or legal entity purchasing Products or Services from Neotech.

1.3 “Products” means pneumatic valves, solenoid coils, actuators, cylinders, fittings, accessories, replacement parts and other industrial goods supplied or distributed by Neotech.

1.4 “Services” means technical assistance or other services expressly agreed to in writing by Neotech.

1.5 “Manufacturer” means the original manufacturer or third-party supplier of the Products.

1.6 “Contract” means the agreement consisting of Neotech’s written order acknowledgment, expressly agreed special conditions, these General Terms and Conditions of Sale, and any quotation expressly incorporated therein.

1.7 “Business Day” means any day other than a Saturday, Sunday or statutory holiday in Quebec.

1.8 “Incoterms” means Incoterms® 2020, published by the International Chamber of Commerce.

2.1 These General Terms and Conditions of Sale apply to all quotations, purchase orders, sales, deliveries and Services provided by Neotech, unless otherwise expressly agreed in writing by an authorized representative of Neotech.

2.2 Any additional or conflicting terms contained in the Customer’s purchase order, purchasing documents, supplier agreements or other communications are expressly rejected unless specifically accepted in writing by Neotech.

2.3 Neotech’s acknowledgment or fulfillment of a Customer’s purchase order shall not constitute acceptance of the Customer’s general purchasing terms.

2.4 No purchase order shall become binding upon Neotech until accepted through a written order acknowledgment.

2.5 In the event of a conflict, the following order of precedence shall apply:

(a) Special conditions expressly agreed to in writing by Neotech;

(b) Neotech’s written order acknowledgment;

(c) These General Terms and Conditions of Sale;

(d) Neotech’s quotation, to the extent incorporated into the Contract.

2.6 The Customer acknowledges that these Terms and Conditions form part of the Contract when properly communicated and accepted in accordance with applicable law.

3.1 Unless otherwise specified, quotations are valid for thirty (30) calendar days from their date of issuance.

3.2 All quotations are subject to Manufacturer availability and correction of clerical, technical or pricing errors.

3.3 Prices are expressed in Canadian dollars (CAD) or United States dollars (USD), as indicated in Neotech’s quotation or order acknowledgment.

3.4 Unless expressly stated otherwise, prices exclude applicable sales taxes, freight, insurance, customs duties, tariffs, import charges and customs brokerage fees.

3.5 Neotech reserves the right to revise quotations before order acceptance if Manufacturer prices, currency exchange rates, tariffs or other applicable costs change materially.

3.6 After order acceptance, prices shall remain as acknowledged unless the Parties agree otherwise in writing or a price adjustment mechanism was expressly included in the Contract.

3.7 The Customer is responsible for verifying all part numbers, quantities, technical specifications, voltage requirements, operating pressures, connection types and application requirements before submitting an order.

3.8 Neotech may rely on information provided by the Customer in selecting or recommending Products.

3.9 Manufacturer specifications, dimensions, materials, designs and technical characteristics may change. Neotech shall notify the Customer of material changes of which it becomes aware before delivery.

4.1 Customers with approved credit accounts shall be granted payment terms of Net thirty (30) calendar days from the invoice date, unless otherwise expressly agreed in writing.

4.2 Customers without approved credit accounts must pay the full order amount in advance, before Neotech places the order with the Manufacturer or releases Products for shipment, as applicable.

4.3 Neotech reserves the right to establish, modify, suspend or revoke credit privileges based on the Customer’s payment history, financial condition or creditworthiness, subject to existing contractual obligations.

4.4 Payment shall be made in the currency specified on Neotech’s invoice, by an accepted method such as credit card, wire transfer, ACH or electronic funds transfer.

4.5 All payments shall be made in full, without deduction, set-off, counterclaim or withholding, except where required by applicable law.

4.6 Overdue amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) annually, calculated on a simple-interest basis, or the maximum rate permitted by applicable law.

4.7 If the Customer fails to make payment when due, Neotech may, after any notice required by law:

(a) Suspend further deliveries or performance;

(b) Place outstanding orders on credit hold;

(c) Require advance payment for subsequent orders;

(d) Revoke previously granted credit privileges; or

(e) Exercise any other remedies available under applicable law.

4.8 The Customer shall be responsible for reasonable and legally recoverable collection costs incurred by Neotech.

4.9 Any banking charges or transfer fees imposed by the Customer’s financial institution or intermediary banks shall be borne by the Customer, unless otherwise agreed.

5.1 All delivery dates and lead times provided by Neotech are estimates unless expressly guaranteed in writing.

5.2 Estimated lead times may depend on Manufacturer production schedules, inventory availability, international transportation, customs clearance and carrier performance.

5.3 Neotech shall make commercially reasonable efforts to meet estimated delivery dates but shall not be responsible for delays beyond its reasonable control.

5.4 Delivery shall be governed by the Incoterms® 2020 rule and named place specified in Neotech’s order acknowledgment.

5.5 Products may be shipped from Neotech’s premises, a Manufacturer’s facility or another designated distribution location.

5.6 Neotech may make partial shipments unless expressly prohibited by the Contract. Each partial shipment may be invoiced separately.

5.7 The Customer shall provide accurate shipping instructions, consignee information, delivery addresses and any required carrier account details.

5.8 Additional expenses resulting from incorrect or incomplete shipping instructions supplied by the Customer may be charged to the Customer.

5.9 Unless expressly agreed in writing, Neotech shall not be subject to liquidated damages, delay penalties or backcharges resulting from late delivery, to the extent permitted by applicable law.

6.1 When the Customer requests shipment using its own UPS, FedEx or other carrier account, transportation charges shall be billed directly to that account.

6.2 When Neotech arranges and pays for transportation, freight shall be invoiced at the actual carrier cost plus a fifteen percent (15%) freight handling and administration charge, unless otherwise expressly agreed in writing.

6.3 Customs brokerage fees paid by Neotech on behalf of the Customer shall be invoiced at actual cost, without markup, unless otherwise agreed.

6.4 Customs duties, tariffs, import taxes and other governmental charges shall be allocated in accordance with the agreed Incoterms® rule and any express written allocation of responsibility.

6.5 Where the actual freight or brokerage costs are not available at the time of shipment, Neotech may issue a separate invoice once such charges have been confirmed.

6.6 Unless otherwise specified, separately invoiced freight, brokerage and related charges shall be payable under the Customer’s approved payment terms or, for Customers without approved credit, upon receipt of the invoice.

6.7 Where shipment is agreed on a Delivered Duty Paid (DDP) basis, Neotech shall fulfill the obligations assigned to the seller under that Incoterms® rule, subject to any lawful and expressly agreed arrangements concerning separately invoiced transportation or import-related charges.

6.8 The Customer shall promptly provide any information reasonably required for customs clearance, import compliance or transportation.

7.1 Risk of loss or damage to Products shall pass to the Customer in accordance with the agreed Incoterms® rule.

7.2 To the extent permitted by applicable law, ownership of Products shall remain with Neotech until payment has been received in full, subject to any applicable registration, publication or other legal requirements.

7.3 The Customer shall inspect Products promptly upon receipt.

7.4 Any visible transportation damage, incorrect quantity or apparent shipping discrepancy shall be reported to Neotech in writing within five (5) Business Days of receipt.

7.5 The Customer shall preserve damaged Products, original packaging and supporting shipping documentation for inspection and claim processing.

7.6 Failure to report an apparent discrepancy within the period stated above may affect the ability to process a carrier claim but shall not extinguish any mandatory legal remedy available to the Customer.

7.7 Claims relating to concealed defects shall be governed by Section 9 and applicable law.

8.1 All purchase orders accepted by Neotech are binding upon the Customer.

8.2 Orders for made-to-order, customized, specially manufactured, non-stock or specially procured Products are non-cancellable and non-returnable once Neotech has placed the corresponding order with the Manufacturer, except with Neotech’s express written consent or as required by applicable law.

8.3 Cancellation requests for standard Products are subject to Neotech’s prior written approval.

8.4 No Products may be returned without a Return Merchandise Authorization (RMA) issued by Neotech.

8.5 Authorized returns must be unused, undamaged, complete, in their original packaging and in resalable condition, unless the return concerns a valid defect or non-conformity claim.

8.6 Approved returns may be subject to restocking fees determined on a case-by-case basis, taking into account the Manufacturer’s return policy, product condition, handling costs and transportation expenses.

8.7 Any applicable restocking charges shall be communicated to the Customer before Neotech authorizes the discretionary return.

8.8 Unless otherwise agreed, the Customer shall be responsible for prepaid return transportation, insurance and applicable customs charges.

8.9 Products returned without an RMA may be refused and returned at the Customer’s expense.

8.10 Credits for approved returns shall be issued after Neotech has received and inspected the Products and confirmed compliance with the return authorization.

8.11 These provisions do not restrict mandatory legal remedies for defective or non-conforming Products.

9.1 Neotech operates as an independent distributor of industrial components manufactured by third parties.

9.2 Products supplied by Neotech are covered by the applicable Manufacturer’s warranty, if any, in accordance with the Manufacturer’s published or otherwise applicable warranty terms.

9.3 Neotech does not provide any additional voluntary or independent commercial product warranty unless expressly agreed in writing.

9.4 The duration, scope, exclusions and available remedies under the Manufacturer’s warranty shall be determined by the Manufacturer’s applicable warranty policy.

9.5 Customers shall submit warranty claims to Neotech in writing, providing:

(a) Neotech’s invoice number or purchase order reference;

(b) Product part number and identification;

(c) Description of the alleged defect;

(d) Photographs, operating conditions or other supporting information reasonably required; and

(e) Any additional documentation reasonably requested by the Manufacturer.

9.6 Neotech shall assist the Customer in coordinating eligible warranty claims with the Manufacturer.

9.7 Subject to mandatory applicable law, warranty remedies shall be those available under the Manufacturer’s warranty, which may include repair, replacement or credit.

9.8 Warranty coverage may be excluded under the Manufacturer’s applicable terms where a defect or failure results from:

(a) Improper installation or commissioning;

(b) Misuse, negligence, abuse or unauthorized modifications;

(c) Operation outside published technical specifications;

(d) Incorrect electrical supply, excessive pressure, contaminated compressed air or unsuitable environmental conditions;

(e) Improper maintenance or storage;

(f) Normal wear and tear; or

(g) Damage occurring after transfer of risk that is unrelated to an existing covered defect.

9.9 Products shall not be returned for warranty evaluation without Neotech’s prior authorization.

9.10 Unless otherwise required by applicable law or agreed in writing, warranty coverage does not include removal, installation, reinstallation, field labor, troubleshooting, travel, equipment downtime or other incidental expenses.

9.11 If the Manufacturer determines that a claim is not covered by its warranty, the Customer may be responsible for reasonable inspection, transportation and repair expenses, provided those expenses were disclosed or authorized as applicable.

9.12 Nothing in this section excludes any legal warranty, obligation or remedy that cannot lawfully be excluded, including any mandatory obligations imposed on Neotech in its capacity as seller or distributor.

10.1 Neotech may provide technical information, product recommendations and application assistance relating to the Products it distributes.

10.2 Unless expressly agreed otherwise, such assistance is advisory and based on information provided by the Customer or Manufacturer.

10.3 The Customer remains responsible for verifying Product suitability, final system design, installation, commissioning, maintenance and compliance with applicable safety requirements.

10.4 Neotech shall not be responsible for failures attributable to inaccurate or incomplete Customer information, unauthorized modifications or operation outside the Manufacturer’s specifications, except to the extent liability cannot lawfully be excluded.

10.5 No technical advice or recommendation shall constitute an independent performance guarantee unless expressly confirmed in writing by Neotech.

11.1 To the maximum extent permitted by applicable law, Neotech’s aggregate liability arising out of or relating to any Contract shall not exceed the amount actually paid by the Customer for the specific Products or Services giving rise to the claim.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEOTECH SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

11.3 These limitations are intended to apply regardless of whether a claim is based on contract, warranty, negligence or another legal theory, but only to the extent enforceable under the applicable law.

11.4 Nothing in these Terms and Conditions excludes or limits liability for intentional or gross fault, bodily or moral injury, or any other liability that cannot lawfully be excluded or limited.

11.5 Nothing in this section eliminates any mandatory legal remedy available to the Customer for defective Products or a breach of Neotech’s own legal obligations.

12.1 Neotech may suspend performance or deliveries, subject to applicable law, if the Customer fails to make payment when due or materially breaches the Contract.

12.2 Neotech may terminate the affected Contract where:

(a) The Customer commits a material breach that remains unremedied after any required notice;

(b) The Customer becomes insolvent or subject to bankruptcy or similar proceedings;

(c) Performance becomes unlawful; or

(d) A prolonged Force Majeure event prevents performance as provided in Section 15.

12.3 Any termination shall be without prejudice to accrued rights, outstanding payment obligations and legally recoverable costs.

12.4 Termination shall not relieve the Customer of its obligations concerning Products already delivered or properly incurred non-cancellable commitments, subject to applicable law.

13.1 Each Party shall maintain the confidentiality of technical, commercial, financial and operational information received from the other Party and identified as confidential or reasonably understood to be confidential.

13.2 Confidential information shall be used only for purposes related to the Contract.

13.3 This obligation shall not apply to information that:

(a) Is publicly available without breach of the Contract;

(b) Was lawfully known to the receiving Party before disclosure;

(c) Is lawfully obtained from a third party without confidentiality restrictions; or

(d) Must be disclosed under applicable law or by a competent authority.

13.4 Confidential information may be disclosed to employees, Manufacturers, advisers, carriers or other representatives where reasonably necessary for performance of the Contract, subject to appropriate confidentiality obligations.

14.1 All trademarks, patents, designs, drawings, technical documentation, software and other intellectual property associated with the Products remain the property of their respective owners.

14.2 The purchase of Products does not transfer intellectual property ownership to the Customer.

14.3 The Customer may use Manufacturer documentation supplied with the Products solely as permitted by applicable law and the relevant Manufacturer’s licensing terms.

14.4 Neotech shall not be responsible for intellectual property infringement resulting from unauthorized Product modification, combination or use by the Customer, except as otherwise required by law.

15.1 Neither Party shall be liable for failure or delay in performing obligations, other than payment obligations already due, to the extent caused by circumstances beyond its reasonable control and meeting the requirements of applicable law.

15.2 Such circumstances may include natural disasters, fire, flooding, war, governmental restrictions, embargoes, epidemics, pandemics, labor disruptions, transportation interruptions, customs restrictions and qualifying Manufacturer supply interruptions.

15.3 The affected Party shall provide reasonable notice of the event and make commercially reasonable efforts to mitigate its effects.

15.4 Affected performance obligations shall be suspended to the extent and for the period permitted by applicable law.

15.5 If the event continues for more than ninety (90) consecutive days and substantially prevents performance, either Party may terminate the affected portion of the Contract by written notice, subject to applicable law and accrued obligations.

16.1 The Parties shall comply with all applicable Canadian, United States, European Union and other relevant export-control, sanctions, customs and import laws.

16.2 The Customer shall not knowingly export, re-export, transfer or resell Products to prohibited destinations, individuals or entities in violation of applicable law.

16.3 The Customer shall provide accurate information concerning the end user, final destination and intended use of Products when reasonably requested for compliance purposes.

16.4 Neotech may suspend or refuse a transaction where it reasonably believes performance would violate applicable sanctions, export restrictions or other legal requirements.

16.5 Responsibility for obtaining export or import authorizations shall be allocated in accordance with applicable law, the agreed Incoterms® rule and any express contractual provisions.

16.6 Neither Party shall engage in bribery, corruption or other unlawful conduct in connection with the Contract.

17.1 These Terms and Conditions and the Contract shall be governed by the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict-of-law principles.

17.2 Subject to mandatory applicable jurisdictional rules, the Parties submit to the exclusive jurisdiction of the competent courts of the judicial district of Longueuil, Quebec, Canada, for disputes arising out of or relating to the Contract.

17.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from the Contract to the extent such exclusion is legally effective.

18.1 Entire Agreement. The Contract constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior negotiations or representations relating to the same transaction.

18.2 Amendments. No amendment shall be binding unless agreed in writing by authorized representatives of the Parties.

18.3 Severability. If any provision is invalid or unenforceable, the remaining provisions shall remain effective to the extent permitted by law.

18.4 Waiver. Failure to exercise a contractual right shall not constitute a waiver of that right.

18.5 Assignment. The Customer may not assign its rights or obligations without Neotech’s prior written consent, except where otherwise permitted by mandatory law.

18.6 Notices. Contractual notices shall be provided in writing to the relevant Party using the business contact details established in the Contract, subject to any mandatory notice requirements.

18.7 Survival. Provisions concerning payment, warranties, liability, confidentiality, intellectual property, compliance and dispute resolution shall survive termination or expiration to the extent applicable.

18.8 Business-to-Business Transactions. These Terms and Conditions are intended primarily for commercial transactions between businesses. Mandatory consumer protection legislation, where applicable, shall prevail over any conflicting provision.

18.9 Language. The language of the Contract and related documents shall be determined in accordance with applicable law, including the Charter of the French Language in Quebec. Where a French version is legally required, Neotech shall make it available and obtain any consent required for the use of another language.

NEOTECH INDUSTRIAL INC.

General Terms and Conditions of Sale
Revision 1.0 — October 1, 2026