EMCS INDUSTRIES LTD.

GENERAL TERMS AND CONDITIONS OF SALE (British Columbia, Canada)

(Commercial Summary – For Convenience Only. Full Terms Govern)

1. PAYMENT TERMS

Product Orders over $10,000 – 50% Deposit (P50) due upon PO acceptance

Production, material procurement, and scheduling do not commence until required 50% prepayment is
Final balance (P100) is invoiced upon Ready-to-Ship (RTS) notification
Orders under $10,000 – Net30 from invoice date (subject to credit approval).

Service Orders are invoiced per completed service visit, Net30 from invoice date.

Cancellations after PO issuance may incur cancellation charges
Rescheduling within 72 hours may incur an administrative fee
Purchaser is responsible for all non-refundable travel, accommodation, visa, and related expenses
First-time or non-approved accounts – 100% prepayment required prior to both service and product

2. LEAD TIME

Minimum four (4) month lead time required prior to requested RTS date unless agreed in writing.

Lead time reflects material pricing, supplier availability, production capacity, and export
Insufficient lead time may result in repricing, expedited charges, delay, or order

3. ORDER CUT OFF DATE

PO must be received by the published 16-week cutoff to avoid rush fees.

Orders received with less than 16 weeks’ notice may be subject to expedited charges, revised scheduling, or delay
Goods completed ahead of schedule will be made available for shipment

4. QUOTE EXPIRY DATE

PO must be received prior to quote expiration to secure quoted pricing.

Expired quotes may require reissuance and are subject to revised

5. SHIPPING TERMS

Shipping Method must be confirmed in the Purchase Order

REQUIRED PRIOR TO DISPATCH OR PICKUP: Customs Broker, shipping address, contact name, phone and email
Ready-to-Ship (RTS) notification confirms goods are available for pickup or dispatch from the ship-from
If EMCS arranges freight: Freight billed at cost + 20% handling; method selected by EMCS unless specified in PO
Delivery timing subject to carrier scheduling and customs
Purchaser responsible for all duties, taxes, and import charges, expedited service at additional cost

6. LATE PAYMENTS

EMCS is not responsible for delays caused by Purchaser’s internal accounting systems, ERP software, freight forwarder coordination, or administrative processes.

RTS issuance constitutes proof of delivery for invoicing
Any overdue invoice may accrue interest at 2% per month (24% per annum, compounded monthly) or the maximum permitted by law, and EMCS may suspend work, withhold shipment, repossess goods, or pursue collections or legal
Purchaser is responsible for all legal, interest, and collection

The full Terms & Conditions below are incorporated by reference and form part of every Purchase Order, agreement, and transaction with EMCS Industries Ltd.

EMCS INDUSTRIES LTD.

GENERAL TERMS AND CONDITIONS OF SALE (British Columbia, Canada)

Effective February 25, 2026

These General Terms and Conditions of Sale (“Terms”) apply to all sales of goods and services by EMCS Industries Ltd. (“EMCS”).

1. FORMATION OF PURCHASE CONTRACT

A binding purchase contract (“Purchase Contract”) is formed only when:

the Customer (“Purchaser”) submits a written Purchase Order (“PO”); and
EMCS provides written acceptance of the PO (including by email or other reasonable written communication).

The PO, together with EMCS’s written acceptance, these Terms & Conditions, and the applicable quotation, constitute the Purchase Contract. Any PO not accepted in writing by EMCS is void.

2. MODIFICATIONS & CONFLICTING TERMS

No changes to pricing, delivery, specifications, or other terms are valid unless agreed to in writing by both parties.

Any terms included in the Purchaser’s PO apply only to the extent they resolve a direct conflict and do not supersede these Terms. EMCS may engage subcontractors for engineering, manufacturing, or design services.

3. PAYMENT TERMS (GOVERNING CONDITION)

Payment terms are determined by order value, and client credit approval status. Manufacturing, material procurement, production scheduling, and shipment release are subject to the payment terms assigned to the order.

Please note: Product manufacturing, material procurement, and production scheduling will not commence until required payment is received.

3.1 P50 Terms – 50% Prepayment

All Product orders over $10,000 are invoiced under a two-stage invoicing structure issued under the same Purchase Order Number.

First Invoice — 50% Deposit (P50) — Due on Receipt

Issued upon receipt and acceptance of the PO
Equal to 50% of the total Product value, plus applicable taxes
Due immediately upon invoice issuance
Required to secure pricing, initiate raw material procurement, and confirm production scheduling
Production will not commence until the P50 Invoice has been paid

Second Invoice — Final Balance (P100) — Net30 from Invoice Date

Issued upon issuance of a Readiness to Ship (“RTS”) notification
Covers remaining Product balance plus shipping, handling, taxes, duties, and associated costs
Due Net 30 from invoice date, unless otherwise agreed in writing

Invoices will reference the same Purchase Order and tracked under one Project Order Number E.g. 11-2222P50 (Prepayment) / 11-2222P100 (Final)

Submission of a PO constitutes acceptance of this invoicing structure.

3.2 NET30 Terms

Applicable to Product Orders under $10,000 and for Service Orders. Subject to credit approval.

Payment due Net 30 from the invoice date
Product: Orders are invoiced upon Readiness to Ship (RTS)
- Shipment release subject to credit approval and account standing
Service: One Invoice per service visit on the Purchase Order g. If Purchase Order has a Survey, Install and commissioning visit, client will be billed per visit completion

3.3 UP100 Terms – 100% Upfront Payment

Products: 100% prepayment required upon PO acceptance, including shipping, handling, taxes, and associated costs

Services: 100% prepayment required upon PO acceptance including travel expenses, taxes and associated costs

3.4 First Time Clients OR Non-Approved Credit Accounts Default Terms

Are Subject to UP100 Payment Terms (Section 3.3)

EMCS may extend standard terms at its discretion once the account is established and in good standing. EMCS reserves the right to require P50 or UP100 terms based on payment history, credit risk, or order profile.

3.5 Repeat Clients OR Approved Credit Accounts Default Terms

Product Orders over $10,000 – Subject to P50 Terms (Section 1). Net30 Terms (Section 3.2) only applicable if agreed in writing and may be subject to Financing Charges (Section 3.6).

Product Orders under $10,000 – Subject to Net30 Terms (Section 2).
Service Orders – Subject to Net30 Terms (Section 2).

3.6 Financing Charges (Extended Terms)

For orders over $10,000 where terms other than P50 are requested:

5% of order value for Net 30 with no upfront payment
10% of order value for Net 45 or Net 60 with no upfront payment

3.7 Late Payments & Enforcement

Any overdue invoice may:

Accrue interest at 2% per month (24% per annum, compounded monthly) or the maximum permitted by law
Result in suspension of work, withholding of shipment, or repossession of goods
Be referred to collections or legal proceedings

EMCS is not responsible for delays caused by Purchaser’s internal accounting systems, ERP software, freight forwarder coordination, or administrative processes. RTS issuance constitutes proof of delivery for invoicing purposes.

Purchaser is responsible for all legal, interest, and collection costs.

4. ORDER LEAD TIME

Unless otherwise agreed in writing, all orders must be placed a minimum of six (4) months prior to the requested delivery date. This lead time accounts for:

Market-sensitive material pricing
Supplier and raw material availability
Manufacturing capacity planning
Logistics and export coordination

Orders placed without sufficient lead time may be repriced, expedited at additional cost, delayed, or declined.

5. ORDER CUTOFF & QUOTE EXPIRATION DATE

Quote Expiration Date:

The purchase order must be received on or before the quote expiration date to ensure current pricing is honored. If the quote expires and requires reissuance, pricing may be subject to increase.

Order Cutoff Date:

To avoid rush fees, purchase orders must be received on or before the product/service booking cutoff date, which reflects a 16-week lead time. This ensures that all POs, payments, products, and services are properly scheduled and delivered. Orders received with less than 16 weeks’ notice may be subject to a rush fee.

If an order is completed and ready to ship prior to the 16-week lead time, the product will be delivered accordingly, and the final balance will be invoiced when ready to ship (Net30).

6. LATE ORDERS & RUSH FEES

Orders received after the cutoff date may, at EMCS’s sole discretion:

Be subject to a rush fee of up to 10%
Be subject to increased material or supplier costs
Result in adjusted production schedules or inability to guarantee delivery dates

7. DELIVERY OF GOODS

EMCS will use commercially reasonable efforts to meet delivery timelines but is not liable for delays.

Each shipment is accompanied by an RTS notification, which constitutes Proof of Delivery (POD) regardless of Incoterms. Failure of the Purchaser’s freight forwarder to collect goods within seven (7) calendar days may result in daily storage charges.

8. SERVICES

Services are billed at actual cost and may be invoiced separately as each service component is completed. Signed work orders constitute POD.

8.1 Service Cancellation & Rescheduling

Cancellations after PO issuance may incur cancellation charges
Rescheduling within 72 hours may incur an administrative fee
Purchaser is responsible for all non-refundable travel, accommodation, visa, and related expenses

9. WARRANTY & CERTIFICATION

EMCS warrants only that Products conform to specifications at the time of shipment. Lifetime system warranty applies only if:

Monthly anode readings are submitted
Installation is supervised and commissioned by EMCS technicians
No unauthorized system modifications occur

All other warranties, express or implied, including merchantability and fitness for purpose, are expressly disclaimed.

10. SHIPPING TERMS

Default shipping term: Ex Works (Incoterms® 2020), EMCS Industries , British Columbia, Canada
Customer pickup (Ex Works)
Freight forwarder pickup (Ex Works)
EMCS-arranged shipment (DAP)*
If EMCS arranges freight, charges apply at actual cost + 20% handling
Delivery timing is subject to carrier scheduling and customs clearance
Purchaser is responsible for all duties, taxes, and import charges
Complete shipping details (shipping address, broker details if applicable, and authorized contact name, phone, and email) are required prior to dispatch
Dispatch or release may be delayed until complete shipping instructions are

11. TAXES & DUTIES

All prices exclude GST, PST, HST, VAT, customs duties, tariffs, brokerage fees, port charges, and government-imposed fees, which are the sole responsibility of the Purchaser.

12. TITLE & RISK

Title remains with EMCS until full payment is received. Use or installation prior to full payment is prohibited. Risk transfers per Incoterms® 2020.

13. RAW MATERIAL AVAILABILITY

Contract performance is contingent on raw material availability. EMCS may delay or cancel affected orders due to shortages without liability.

14. INTELLECTUAL PROPERTY & TOOLING

All tooling, intellectual property, techniques, and know-how remain the exclusive property of EMCS.

15. DOWNTIME & INCIDENTAL CHARGES

Purchaser is liable for downtime caused by incomplete or changed specifications. Special packaging, inspection, or documentation is chargeable at actual cost.

16. CLAIMS & RETURNS

Shipping damage must be reported within five (5) business days
Nonconforming goods claims must be submitted within fifteen (15) business days
Returns require written authorization and prepaid freight

17. FORCE MAJEURE

EMCS is not liable for delays or non-performance caused by events beyond its reasonable control.

18. LIMITATION OF LIABILITY

EMCS is not liable for indirect, incidental, or consequential damages.

Total liability is limited to amounts paid under the applicable Purchase Contract.

19. INDEMNITY

Purchaser shall defend and indemnify EMCS against claims arising from misuse, resale, integration, or non-compliance with these Terms.

20. CONFIDENTIALITY

EMCS shall protect non-public information received from Purchaser except as required by law.

21. ENTIRE AGREEMENT & ASSIGNMENT

These Terms constitute the entire agreement. No verbal agreements apply. Assignment requires written consent.

22. GOVERNING LAW

These Terms are governed by the laws of British Columbia, Canada, excluding the CISG.

23. ACCEPTANCE

Submission of a Purchase Order constitutes