Radii-x Inspections Inc.

For Industrial X-Ray Equipment, Accessories, Parts and Related Goods

Effective Date: March 17, 2026

These General Conditions of Sale and Delivery (the “Conditions”) govern all quotations, order confirmations, sales, deliveries, and supplies of goods provided by Radii-x Inspections Inc. (“Radii-x”) to the purchaser or customer (“Customer”), unless otherwise expressly agreed by Radii-x in writing.

1. Application and Structure

1.1 These Conditions apply to all transactions between Radii-x and Customer relating to the sale, resale, delivery, or supply of:

• industrial X-ray equipment;

• accessories, components, parts, and consumables;

• replacement goods;

• related physical goods supplied by Radii-x.

1.2 These Conditions do not govern consulting, training, software, software access, onboarding, support, compliance assistance, or other service-based deliverables, which are governed separately by the applicable Radii-x service terms and related commercial documents.

1.3 Any terms or conditions of Customer, whether contained in a purchase order, vendor form, correspondence, or otherwise, are rejected and shall not apply unless expressly accepted in writing by an authorized representative of Radii-x.

1.4 In the event of inconsistency, the order of precedence shall be:

• a signed written agreement between the parties;

• Radii-x order confirmation;

• Radii-x quotation or proposal;

• these Conditions.

1.5 These Conditions apply exclusively to the transaction between Radii-x and Customer and do not alter any terms applicable between Radii-x and any original manufacturer or upstream supplier.

1.6 If a specific term is stated in the applicable Radii-x quotation, proposal, order confirmation, or invoice, that specific term governs for that transaction. If a matter is not specifically addressed there, these Conditions apply.

2. Formation of Contract

2.1 Any quotation, proposal, brochure, technical description, price list, website content, or similar material issued by Radii-x is for information purposes only and is non-binding unless expressly stated otherwise in writing.

2.2 A binding contract is formed only when:

• Radii-x issues a written order confirmation; or

• Radii-x commences performance or delivery.

2.3 Radii-x may accept or reject any order in whole or in part.

2.4 Customer acknowledges that availability, lead times, freight conditions, regulatory restrictions, supplier allocation, and component supply may affect acceptance and fulfillment.

3. Nature of Supply

3.1 Unless expressly stated otherwise in writing, Radii-x acts as a reseller, distributor, or integrator, and is not the original manufacturer of third-party equipment supplied by Radii-x.

3.2 Any third-party goods remain subject to the technical specifications, operating requirements, transport restrictions, limitations, safety instructions, and documentation issued by the original manufacturer.

3.3 No statement by Radii-x shall be interpreted as a guarantee of regulatory approval, licensing outcome, permit issuance, or operational suitability for a specific project, unless expressly stated in writing.

4. Prices

4.1 Prices are those stated in the applicable Radii-x quotation, order confirmation, or invoice.

4.2 Unless otherwise expressly stated in writing, all prices:

• are stated in the currency identified by Radii-x;

• exclude all applicable taxes, duties, levies, customs charges, brokerage, freight, insurance, installation, calibration, commissioning, site work, permits, regulatory fees, and other governmental charges;

• exclude any service, training, consulting, software, support, or other non-goods items not expressly listed.

4.3 Radii-x reserves the right, prior to order confirmation, to revise pricing to reflect changes in supplier pricing, freight, insurance, exchange rates, duties, tariffs, regulatory costs, or similar cost increases beyond Radii-x’s reasonable control.

5. Payment Terms

5.1 Payment terms shall be as stated in the applicable quotation, order confirmation, or invoice. If no payment term is stated, payment shall be due in full prior to shipment.

5.2 Radii-x may require deposits, milestone payments, progress payments, or full prepayment, including for custom orders, special orders, imported goods, or regulated equipment.

5.3 Time for payment is of the essence.

5.4 Any overdue amount shall accrue interest at the lesser of:

• one and one-half percent (1.5%) per month; or

• the maximum rate permitted by applicable law.

5.5 Customer shall make payment in full without set-off, deduction, withholding, counterclaim, or abatement, except where required by law.

5.6 If Customer fails to make timely payment, Radii-x may, without prejudice to any other right or remedy:

• suspend performance;

• withhold shipment;

• revoke any credit accommodation;

• require advance payment for future performance;

• terminate the affected contract or any related contract.

6. Delivery and Risk

6.1 Any delivery date or lead time stated by Radii-x is an estimate only unless Radii-x expressly confirms in writing that such date is binding.

6.2 Radii-x shall not be liable for delay caused by supplier delay, transport interruption, customs processing, export or import review, shortages, regulatory issues, force majeure, or any event beyond Radii-x’s reasonable control.

6.3 Unless otherwise agreed in writing, delivery shall be made on an EXW, FCA, or similar dispatch basis from Radii-x’s or the supplier’s designated shipping point, as identified by Radii-x.

6.4 Risk of loss or damage passes to Customer upon handover of the goods to the carrier or first transport provider, even where Radii-x arranges shipment.

6.5 Customer shall bear all costs and responsibilities relating to unloading, importation, customs clearance, local transportation, storage, licensing, registration, and legal authorization for possession or use, unless expressly included by Radii-x in writing.

6.6 Partial deliveries are permitted.

7. Inspection, Acceptance, and Notice of Defect

7.1 Customer shall inspect all goods immediately upon receipt.

7.2 Any visible damage, shortage, incorrect shipment, or other apparent non-conformity must be reported to Radii-x in writing within ten (10) calendar days after delivery.

7.3 Any hidden defect reasonably discoverable upon proper inspection and use must be reported in writing within ten (10) calendar days after discovery, and in any event within the applicable warranty period, if any.

7.4 The written notice must reasonably identify the alleged defect or non-conformity.

7.5 If Customer fails to give timely written notice, the goods shall be deemed accepted, without prejudice to any rights that cannot lawfully be waived.

8. Retention of Title

8.1 Title to the goods shall remain with Radii-x until Radii-x has received full payment of all amounts due in respect of the applicable contract.

8.2 Until title passes, Customer shall:

• keep the goods separately stored and clearly identifiable;

• maintain the goods in good condition;

• keep the goods insured for their full replacement value;

• not sell, pledge, charge, encumber, or otherwise dispose of the goods except with Radii-x’s prior written consent.

8.3 Where permitted by law, Radii-x may reclaim goods for which payment remains outstanding.

9. Warranty

9.1 Radii-x provides only the manufacturer warranty to the extent assignable or otherwise transferable to Customer. Radii-x does not provide any broader or additional warranty for third-party equipment unless expressly stated in writing by Radii-x.

9.2 Customer acknowledges that Radii-x is not the manufacturer of third-party equipment and does not assume manufacturer design responsibility, manufacturing responsibility, or manufacturer product performance liability.

9.3 To the extent an assignable or transferable manufacturer warranty exists, Radii-x may reasonably assist Customer in coordinating a warranty claim, but Radii-x does not guarantee acceptance, timing, scope, or outcome of any manufacturer warranty determination.

9.4 Warranty shall not apply to any defect, failure, or non-performance arising from or related to:

• improper storage, transport, handling, installation, commissioning, operation, servicing, or maintenance;

• use contrary to manufacturer instructions or applicable law;

• unauthorized repair, modification, or tampering;

• misuse, abuse, accident, negligence, contamination, external damage, unsuitable site conditions, or incompatible equipment;

• normal wear and tear;

• consumable items;

• acts or omissions of Customer or third parties.

9.5 To the maximum extent permitted by law, all warranties and conditions not expressly stated in these Conditions or in a written manufacturer warranty are excluded, including any implied warranty or condition of merchantability, fitness for a particular purpose, durability, or non-infringement.

9.6 Customer’s exclusive remedy for a valid warranty claim shall be limited, at Radii-x’s option and subject to upstream supplier and manufacturer rights, to:

• repair;

• replacement; or

• refund of the price paid for the affected item.

10. . Manufacturer Pass-Through Terms

10.1 Customer acknowledges that goods manufactured by third parties may be subject to manufacturer-imposed terms relating to safety, handling, transport, export control, installation, commissioning, warranty, maintenance, and product use.

10.2 To the extent applicable, such terms may be passed through by Radii-x to Customer and shall be binding on Customer in relation to the supplied goods.

10.3 Upon request, Radii-x may provide copies or excerpts of applicable manufacturer warranty or product conditions relevant to the supplied goods.

11. . Returns, Cancellations, and Changes

11.1 No return, cancellation, or change to an accepted order shall be effective unless expressly approved in writing by Radii-x.

11.2 Custom goods, special-order goods, imported goods, regulated equipment, opened goods, installed goods, and used goods are non-cancellable and non-returnable unless Radii-x agrees otherwise in writing.

11.3 Any approved return may be subject to conditions including:

• prior written return authorization;

• return in original condition;

• compliance with dangerous goods and shipping regulations;

• restocking, inspection, transport, administrative, and refurbishment charges.

11.4 If Radii-x agrees to a cancellation, Customer shall indemnify Radii-x for all resulting costs, losses, supplier charges, commitments, and expenses.

12. . Regulatory Compliance, Radiation Safety, and Lawful Use

12.1 Customer acknowledges that industrial X-ray equipment and related components may be subject to laws and regulations relating to radiation safety, transportation, registration, licensing, storage, operation, servicing, import, export, and disposal.

12.2 Customer is solely responsible for compliance with all laws and regulations applicable to possession, transport, storage, installation, commissioning, operation, maintenance, training, and use of the goods in each jurisdiction concerned.

12.3 Customer shall ensure that only properly trained, qualified, and legally authorized personnel use or handle the goods.

12.4 Radii-x shall not be liable for Customer’s failure to obtain any approval, permit, registration, license, or authorization, or for Customer’s failure to maintain dosimetry, surveys, records, procedures, exclusion zones, training documentation, or other legally required safety controls.

13. . Export Control and Trade Compliance

13.1 Customer shall comply with all applicable export control, re-export, sanctions, customs, and trade compliance laws and regulations.

13.2 Customer shall not export, re-export, transfer, resell, or use the goods in violation of applicable law.

13.3 Radii-x may suspend, refuse, or cancel performance where necessary to comply with legal or trade compliance obligations.

14. . Limitation of Liability

14.1 To the fullest extent permitted by law, Radii-x shall not be liable for any:

• indirect loss;

• consequential loss;

• incidental loss;

• special loss;

• punitive or exemplary damages;

• loss of profit;

• loss of revenue;

• loss of use;

• loss of opportunity;

• loss of business;

• loss of contract;

• downtime;

• delay cost;

• loss of data; or

• reputational harm.

14.2 To the fullest extent permitted by law, the total aggregate liability of Radii-x arising out of or relating to any contract, whether in contract, tort, negligence, strict liability, statute, or otherwise, shall not exceed the amount actually paid by Customer to Radii-x for the specific goods giving rise to the claim.

14.3 The exclusions and limitations in these Conditions apply even if a remedy fails of its essential purpose.

14.4 Nothing in these Conditions excludes liability to the extent such liability cannot be excluded or limited under applicable law.

15. . Product Safety, Incident Notice, and Recall Cooperation

15.1 Customer shall immediately notify Radii-x in writing of:

• any serious malfunction;

• any safety incident;

• any regulatory inspection, inquiry, warning, or enforcement action involving the goods;

• any suspected product defect that may present risk of injury, exposure, or property damage.

15.2 Customer shall maintain reasonable traceability records for regulated or safety-sensitive equipment, including model and serial numbers, delivery data, and end-user identification where applicable.

15.3 Customer shall cooperate with Radii-x and, where applicable, the original manufacturer in relation to any field correction, safety notice, recall, or corrective action.

16. . Confidentiality

16.1 Each party shall keep confidential all non-public commercial, technical, operational, and pricing information received from the other party and shall not disclose such information except as required for the permitted performance of the contract or by law.

16.2 This obligation does not apply to information that:

• is or becomes public other than through breach;

• was lawfully known to the receiving party before disclosure;

• is lawfully obtained from a third party without duty of confidence; or

• is independently developed without reference to the confidential information.

17. . Force Majeure

17.1 Radii-x shall not be liable for any failure or delay in performance caused by any circumstance beyond its reasonable control, including supplier failure, shortages, transportation delay, customs interruption, labor dispute, war, terrorism, epidemic, natural disaster, cyber incident, utility interruption, or governmental action.

17.2 In such event, Radii-x shall be entitled to a reasonable extension of time for performance.

17.3 If the event continues for an extended period such that performance becomes commercially impracticable, Radii-x may cancel the affected order or portion thereof without further liability, other than refund of amounts paid for undelivered goods.

18. . Governing Law and Jurisdiction

18.1 These Conditions and each contract governed by them shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding conflict of laws rules.

18.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.3 The parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia, unless Radii-x elects in writing to resolve the matter by arbitration or to commence proceedings in another court of competent jurisdiction for collection, injunctive relief, or protection of its property or confidential information.

19. . General

19.1 If any provision of these Conditions is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.2 No failure or delay by Radii-x in exercising any right shall operate as a waiver.

19.3 No amendment or waiver of these Conditions shall be binding unless in writing and signed by an authorized representative of Radii-x.

19.4 These Conditions may be updated by Radii-x from time to time for future transactions.