TERMS OF SERVICE AND CONDITIONS OF SALE

RTS Retail | A Brand of RTS Companies Inc. and RTS Companies US Inc.

Overview

Welcome to RTS Retail. The terms "RTS Retail," "RTS," "we," "us," and "our" refer to RTS Companies Inc., an Ontario, Canada corporation and RTS Companies US Inc., an Ohio, US corporation, operating their RTS Retail brand.

RTS Retail provides commercial, industrial, institutional, and retail equipment and related products through this website and associated sales channels.

Our online store is powered by Shopify, which enables us to provide the website, online ordering functionality, customer accounts, and related services (collectively, the "Services").

These Terms of Service and Conditions of Sale (the "Terms") govern your access to and use of our website, submission of quotation requests, and purchase of products from RTS Retail.

These Terms incorporate our applicable Shipping Policy, Return and Refund Policy, Privacy Policy, and any separate written quotations or sales agreements expressly accepted by RTS.

RTS Retail primarily operates as a business-to-business (B2B) supplier. Our products are generally intended for commercial, industrial, institutional, or professional use.

By accessing the website, requesting a quotation, submitting a purchase order, or completing a purchase, you acknowledge and agree to these Terms, subject to applicable law.

Please read these Terms carefully. They contain important provisions regarding order acceptance, cancellations, shipping, warranties, limitations of liability, and dispute resolution.

Nothing in these Terms excludes or limits any rights or remedies that cannot lawfully be excluded or limited.

1. Access and Account

By using the Services, you represent that you are at least the age of majority in your jurisdiction of residence and are legally capable of entering into binding agreements.

If you access the Services or make purchases on behalf of a business, organization, or other legal entity, you represent that you have the authority to act on behalf of and bind that entity.

You agree to provide accurate, complete, and current information when creating an account, requesting a quotation, or placing an order.

You are responsible for maintaining the confidentiality of account credentials and for activity conducted through your account.

RTS Retail reserves the right to suspend, restrict, or terminate accounts where fraudulent activity, unauthorized access, misuse, or violations of these Terms are reasonably suspected.

You may not transfer, assign, or sell your account without prior written authorization from RTS Retail.

2. Our Products

RTS Retail manufactures and distributes commercial and industrial products, including rotationally molded plastic equipment, retail equipment, material handling products, storage products, and related accessories.

We make reasonable efforts to ensure that product descriptions, specifications, dimensions, weights, capacities, photographs, and other published information are accurate.

However, product characteristics may vary within reasonable manufacturing tolerances or as a result of production processes, material properties, product development, and manufacturing improvements.

Unless expressly identified as guaranteed, published product dimensions, weights, capacities, and performance specifications are approximate.

RTS Retail reserves the right to make customary or minor modifications, substitutions, or improvements to product designs, materials, specifications, or manufacturing processes, provided such changes do not materially reduce the agreed functionality or performance of the product.

Material substitutions or changes affecting an accepted order will be communicated to the customer and handled in accordance with applicable law.

Product photographs, illustrations, and renderings are for reference purposes. Actual colors, textures, finishes, and configurations may vary.

Customers are responsible for determining whether products are appropriate for their intended applications, operating environments, weight loads, installation requirements, and applicable regulatory standards.

Customers must comply with all published product instructions, weight ratings, safety warnings, and maintenance requirements.

Replacement Parts and Insurance Requirements

RTS Retail may offer replacement parts, components, hardware, accessories, repair kits, or other service parts ("Replacement Parts") for RTS-manufactured products.

Replacement Parts are supplied with the expectation that installation, assembly, repair, maintenance, inspection, and related work will be performed by qualified personnel possessing the training, experience, and resources necessary to perform such work safely and in accordance with applicable laws, regulations, industry practices, and RTS instructions.

RTS Retail reserves the right to require purchasers of Replacement Parts to provide satisfactory evidence of commercial general liability insurance, contractor liability insurance, professional liability insurance, workers' compensation coverage, or other insurance reasonably requested by RTS prior to accepting or fulfilling an order. RTS may decline, delay, suspend, or cancel an order for Replacement Parts if requested proof of insurance is not provided or is determined by RTS, acting reasonably, to be insufficient.

Unless expressly agreed otherwise in writing, RTS Retail does not perform, supervise, certify, inspect, approve, or verify installation services performed by third parties. The purchaser is solely responsible for selecting qualified installers and for ensuring that all installation, repair, inspection, and maintenance work is completed safely and properly.

RTS Retail makes no representation or warranty regarding the workmanship, acts, omissions, compliance, or performance of any third-party installer, contractor, technician, service provider, or maintenance provider. As further described in Sections 16 (Product Warranty and Disclaimer of Warranties), 17 (Limitation of Liability), and 18 (Indemnification), RTS Retail shall not be responsible for damage, injury, loss, failure, or claims arising from improper installation, repair, modification, maintenance, inspection, or servicing of products by persons not acting on behalf of RTS pursuant to a separate written agreement.

RTS Retail does not guarantee the suitability of products for a particular application unless expressly confirmed in writing by an authorized RTS representative.

Product availability, specifications, and designs may change without notice, subject to obligations arising from orders already accepted.

RTS Retail reserves the right to discontinue products or limit available quantities where permitted by applicable law.

3. Orders and Order Acceptance

All orders placed through RTS Retail, whether submitted through online checkout, purchase order, written communication, or another authorized method, constitute an offer to purchase the products identified.

RTS Retail reserves the right to accept, decline, or cancel an order, subject to applicable law.

Automated acknowledgments or confirmations that an order has been received do not necessarily constitute acceptance of the order.

An order becomes accepted when RTS expressly confirms acceptance or begins fulfillment, unless applicable law requires otherwise.

Once an order has been accepted by RTS, it may not be cancelled, changed, or modified by the purchaser without RTS Retail's prior written consent, except where cancellation rights are required by applicable law or expressly provided in the accepted sales agreement.

RTS Retail reserves the right to determine whether proposed cancellations or modifications will be accepted.

Custom, modified, special-order, or made-to-order products may not be eligible for cancellation once production, material procurement, or other order-specific commitments have commenced.

Approved cancellations may be subject to reasonable charges reflecting costs already incurred by RTS, including materials, labor, production, handling, and nonrecoverable expenses, where such charges were properly disclosed and are permitted by applicable law.

RTS Retail reserves the right to decline or cancel orders for reasons including:

• Product unavailability or discontinuation.

• Pricing or listing errors.

• Payment authorization failures.

• Suspected fraud or unauthorized purchasing.

• Inaccurate customer information.

• Shipping or regulatory restrictions.

• Orders that cannot reasonably be fulfilled.

• Purchases inconsistent with our intended business-to-business sales model.

RTS Retail primarily sells products intended for commercial, industrial, institutional, and business use. We reserve the right, subject to applicable law, to decline or cancel orders intended for personal, family, or household use.

Purchases intended for resale, redistribution, or export may be subject to separate authorization, distributor agreements, or commercial sales conditions.

If RTS cancels an order after payment has been collected, RTS will refund the applicable amount in accordance with applicable law.

Online purchases are subject to payment authorization, product availability, and acceptance by RTS Retail.

At times, customers may be directed to submit a Request for Quotation rather than completing an online purchase. A quotation request does not constitute a binding order, accepted sale, or obligation to purchase.

RTS Retail may provide a quotation identifying product pricing, quantities, applicable taxes, freight charges, estimated production or delivery timelines, and other commercial conditions.

Quotations remain valid only for the period specified and may be revised following expiration.

A quoted transaction becomes binding once the customer accepts the quotation and RTS confirms acceptance of the resulting order.

Any additional or conflicting terms appearing in a customer's purchase order, acknowledgment, or other communication will not become part of the agreement unless expressly accepted in writing by an authorized RTS representative.

RTS's acceptance of a purchase order does not, by itself, constitute acceptance of the purchaser's conflicting or additional terms.

Where RTS expressly accepts separate written commercial terms, those terms will govern the applicable transaction to the extent of any conflict with these Terms.

4. Prices, Billing, and Payment

All prices are subject to change without notice, except for prices contained in an accepted order or valid written quotation, subject to applicable law and expressly agreed adjustment provisions.

Prices displayed on our website are generally presented in the currency corresponding to the customer's selected geographic market.

United States online purchases are generally processed in United States dollars (USD).

Canadian quotations or purchases may be presented in Canadian dollars (CAD) unless otherwise expressly specified.

Unless otherwise stated, published prices exclude applicable sales taxes, use taxes, customs duties, brokerage charges, freight, insurance, handling fees, and other applicable charges.

Any charges payable by the customer will be disclosed as required by applicable law and the agreed sales terms.

Customers agree to provide accurate and complete billing and payment information and represent that they are authorized to use the selected payment method.

RTS Retail may correct obvious pricing errors or inaccuracies, subject to applicable law.

If a material pricing error affects an order, RTS may notify the customer and offer the option of proceeding at the corrected price or cancelling the affected order with an appropriate refund.

Commercial Credit Accounts

Where RTS has expressly approved a customer for invoiced or credit-based purchasing, payment is due according to the terms stated on the applicable invoice or written credit agreement.

If no payment terms are stated, payment is due upon invoicing, subject to applicable law.

Overdue commercial balances may bear interest at the lesser of 1.5% per month (18% per annum, calculated as simple interest) or the maximum rate permitted by applicable law.

Customers may be responsible for reasonable and legally recoverable collection costs, including collection agency fees, court costs, and legal expenses incurred in recovering overdue amounts.

RTS reserves the right to suspend shipments, withdraw credit privileges, require advance payment, or request satisfactory security if a customer's payment history or financial condition creates reasonable concerns regarding payment.

If a customer becomes insolvent, suspends payment, or materially defaults on an accepted commercial payment agreement, RTS may exercise available contractual and legal remedies, including suspending performance or terminating affected unfulfilled orders, subject to applicable law.

Where installment terms have been approved, a material payment default may result in outstanding installments becoming immediately due where permitted by the applicable agreement and law.

For business credit transactions, customers agree not to withhold or offset undisputed invoice amounts against unrelated claims unless otherwise agreed in writing or required by applicable law.

Disputed invoice amounts should be reported promptly to RTS Retail for review.

These commercial credit provisions do not apply to ordinary prepaid online checkout purchases unless expressly agreed.

5. Shipping, Delivery, and Risk of Loss

RTS Retail ships products using parcel carriers, less-than-truckload (LTL) freight, full truckload transportation, and other appropriate shipping methods.

Shipping methods depend on product dimensions, weight, quantity, destination, and delivery requirements.

Production lead times, shipping dates, and delivery estimates are provided in good faith based on information reasonably available to RTS.

Unless expressly stated as guaranteed, delivery dates are estimates rather than guarantees.

RTS will use commercially reasonable efforts to meet agreed shipping timelines and will provide any delay notices, cancellation options, or refunds required by applicable law.

Commercial Freight Terms

For commercial orders expressly sold on FOB Origin terms, title and risk of loss transfer to the customer when the goods are delivered to the carrier at the designated RTS shipping facility, to the extent permitted by applicable law.

FOB Origin terms apply only where properly disclosed and incorporated into the applicable order or sales agreement.

Where no specific freight terms are agreed, title and risk of loss will transfer in accordance with applicable law.

The shipping terms specified in an accepted quotation, order acknowledgment, or separate written agreement will govern the applicable transaction.

Payment of shipping charges to RTS does not, by itself, determine when title or risk of loss transfers.

Nothing in these Terms overrides mandatory delivery or consumer protection laws.

Freight Receiving and Unloading

Customers receiving freight shipments are responsible for ensuring that their delivery location is suitable and accessible for the selected transportation method.

Unless expressly arranged and confirmed in writing, freight service may not include:

• Liftgate service.

• Inside delivery.

• Unloading labor.

• Forklift or other unloading equipment.

• Installation or assembly.

• Special handling or product placement.

Customers may be required to provide a loading dock, forklift, trained personnel, or other suitable equipment to unload goods safely.

Any special delivery requirements must be communicated before shipment arrangements are finalized.

Additional carrier charges for disclosed and agreed services, failed delivery attempts, limited-access locations, redelivery, or other customer-requested services may be billed to the customer, subject to applicable law.

Inspection and Damage Claims

Customers should inspect goods promptly upon delivery.

Visible shipping damage, shortages, or discrepancies should be documented on the carrier's delivery receipt wherever reasonably possible.

Customers should retain packaging, photograph the affected products, and notify RTS Retail promptly.

For commercial transactions, purchasers must notify RTS in writing within ten (10) calendar days after delivery of shortages, nonconformities, or defects that were reasonably discoverable through inspection upon delivery, unless a different period is expressly agreed or required by law.

Failure to provide timely notice may affect claims involving readily discoverable damage or discrepancies, to the extent permitted by law.

This inspection requirement does not eliminate warranty coverage for latent manufacturing defects that could not reasonably have been discovered through inspection upon delivery.

Such defects remain subject to the applicable written warranty terms.

Failed or Refused Deliveries

If a commercial customer is unable or unwilling to accept delivery as agreed, RTS may recover reasonable additional costs resulting from the failed delivery, including carrier fees, storage, handling, insurance, and redelivery expenses, where permitted by law.

If products are placed into storage as a result of the customer's failure to accept an agreed delivery, RTS may treat the goods as available for delivery and invoice or allocate storage-related risk and expenses in accordance with the accepted sales agreement and applicable law.

Additional Shipping Terms

Further information is available in the RTS Retail Shipping Policy.

6. Intellectual Property

All content provided through the Services, including product photographs, graphics, trademarks, logos, product descriptions, technical information, drawings, designs, videos, software, and website materials, is owned by RTS Companies Inc., RTS Companies US Inc., its affiliates, or applicable licensors.

Such materials are protected by intellectual property laws.

You may use the Services for legitimate product research, quotation requests, and authorized commercial purchasing.

You may not reproduce, distribute, modify, sell, republish, or commercially exploit our website content without prior written authorization.

The purchase of a product does not transfer intellectual property rights associated with its design, manufacturing process, tooling, drawings, trademarks, or related technology.

RTS Retail, RTS Companies Inc., RTS Companies US Inc., and associated names, trademarks, and logos may not be used without authorization.

Shopify and associated marks remain the property of Shopify.

All other trademarks belong to their respective owners.

7. Optional Tools

RTS Retail may provide access to third-party applications, integrations, or services through the website.

These tools may be provided by parties not controlled by RTS Retail.

To the fullest extent permitted by law, optional third-party tools are made available on an "as is" and "as available" basis without additional warranties from RTS Retail.

Use of such tools may be governed by separate terms established by the applicable provider.

RTS Retail is not responsible for independently provided third-party services outside its reasonable control, except where applicable law provides otherwise.

New website features, tools, or functionality may be introduced periodically and will generally be subject to these Terms.

8. Third-Party Links

Our website may contain links to third-party websites, products, resources, or services.

RTS Retail does not necessarily control, endorse, or verify the accuracy, security, availability, or reliability of these third-party resources.

Customers access third-party websites at their own discretion.

RTS Retail is not responsible for independent transactions between customers and third parties, except to the extent required by applicable law.

Customers should review the terms and privacy practices of third-party providers before engaging in transactions.

9. Relationship with Shopify

RTS Retail's online store is powered by Shopify.

Shopify provides the technology platform through which RTS Retail offers products and ecommerce services.

Purchases of RTS Retail products are transactions between the customer and RTS Companies Inc., or RTS Companies US Inc., operating under the RTS Retail brand, unless a separate transaction expressly identifies another selling entity.

Shopify is not the manufacturer or seller of RTS Retail products and is not responsible for their specifications, manufacturing, fulfillment, warranties, or customer support.

To the fullest extent permitted by law, Shopify and its affiliates are not liable for claims arising from the sale, delivery, or use of products purchased from RTS Retail.

Nothing in this section limits any liability that cannot lawfully be excluded.

10. Privacy Policy

RTS Retail's Privacy Policy describes how personal information is collected, used, processed, shared, and protected in connection with our website and Services.

Our store is hosted by Shopify, which may process personal information to support ecommerce functionality, payment processing, fraud prevention, security, analytics, and other authorized services.

Personal information may be processed or stored in jurisdictions outside the customer's province, state, or country of residence.

By using our Services, you acknowledge access to the Privacy Policy.

Please review our Privacy Policy and Shopify's applicable privacy disclosures for additional information regarding the handling of personal data and available privacy rights.

11. Feedback

Customers may provide comments, product reviews, photographs, suggestions, proposals, or other materials relating to RTS Retail products and Services ("Feedback").

By providing Feedback, you grant RTS Retail a non-exclusive, worldwide, perpetual, royalty-free, sublicensable license to use, reproduce, publish, display, modify, and distribute that Feedback for legitimate business purposes, including improving products, customer service, and marketing.

You represent that you have the necessary rights to provide the Feedback and that it does not violate the rights of others.

RTS Retail is not obligated to compensate customers for unsolicited Feedback or respond to every submission.

We may remove Feedback that is fraudulent, unlawful, abusive, misleading, or otherwise violates these Terms.

Nothing in this section restricts lawful customer reviews or other rights protected by applicable law.

12. Errors, Inaccuracies, and Omissions

The Services may occasionally contain typographical errors, inaccuracies, or omissions relating to pricing, product specifications, descriptions, promotions, shipping costs, availability, or other information.

RTS Retail reserves the right to correct such errors and update website information.

Where an error materially affects an order that has already been submitted, RTS may contact the customer to arrange a correction, obtain consent to revised terms, or cancel the affected order where permitted by law.

Any refund required following cancellation will be provided in accordance with applicable law.

RTS Retail is not obligated to honor an obvious pricing or listing error where applicable law permits correction or cancellation.

13. Prohibited Uses

You may use the Services only for lawful purposes.

You agree not to:

(a) Violate any applicable law or regulation.

(b) Infringe intellectual property or other legal rights.

(c) Submit fraudulent, misleading, or inaccurate information.

(d) Harass, threaten, abuse, or discriminate against others.

(e) Distribute malware, viruses, or harmful software.

(f) Attempt unauthorized access to website systems or customer information.

(g) Interfere with website security or normal operation.

(h) Conduct unauthorized scraping or extraction of website content.

(i) Collect personal information without authorization.

(j) Misrepresent identity or purchasing authority.

(k) Use the Services for fraudulent, deceptive, or otherwise unlawful activities.

RTS Retail may restrict access or suspend accounts where violations are reasonably suspected, subject to applicable law.

14. Automated Agents and Website Access

Automated software, bots, artificial intelligence agents, or similar systems ("Agents") may access the Services only as permitted by RTS Retail and applicable law.

Agents must not bypass security controls, impersonate users, interfere with website functionality, or extract protected information without authorization.

RTS Retail may implement technical restrictions to prevent unauthorized automated access.

Automated tools used for authorized customer purchasing, account management, or other legitimate functions must comply with applicable website restrictions.

Where reasonably required and technically appropriate, Agents may be required to identify automated requests and accurately disclose their automated nature.

RTS Retail reserves the right to block Agents that threaten website performance, security, intellectual property, or customer privacy.

15. Termination

RTS Retail may suspend or terminate access to the Services where a customer violates these Terms, engages in fraudulent activity, or creates a material security or commercial risk.

Termination of website access does not automatically terminate an existing accepted purchase agreement or relieve the customer of lawful payment obligations.

Commercial Default and Insolvency

If a commercial customer becomes insolvent, suspends payments, materially defaults on an accepted agreement, or fails to provide agreed payment security, RTS may exercise available contractual and legal remedies.

Such remedies may include suspension of shipments, withdrawal of credit privileges, or termination of affected unfulfilled orders, subject to applicable law.

RTS retains the right to seek payment for products already delivered and to pursue other remedies lawfully available.

Provisions concerning payment obligations, intellectual property, warranty limitations, liability, indemnification, governing law, and dispute resolution will survive termination to the extent applicable.

16. Product Warranty and Disclaimer of Warranties

Limited Manufacturer's Warranty

RTS Companies Inc., RTS Companies US Inc. warrants that products manufactured by RTS and sold through RTS Retail will be free from defects in materials and workmanship under normal, intended use and service for a period of one (1) year from the original shipment date.

This limited warranty applies to the original purchaser and is subject to the conditions and exclusions set out below.

Products not manufactured by RTS are not covered by this manufacturer's warranty but may be subject to warranties provided by their respective manufacturers.

Warranty Exclusions

The limited manufacturer's warranty does not cover damage, defects, or failures resulting from:

• Misuse, abuse, negligence, or accidents.

• Improper installation, assembly, or handling.

• Incorrect or excessive loading.

• Improper storage or maintenance.

• Unauthorized repairs, modifications, or alterations.

• Use outside published operating specifications.

• Exposure to conditions inconsistent with the product's intended application.

• Damage caused by third-party equipment or services.

• Fire, flood, acts of God, or other external events beyond RTS's control.

• Normal wear and tear.

Warranty Claims

Commercial customers are responsible for inspecting products promptly upon delivery and providing written notice of defects or nonconformities reasonably discoverable upon delivery within ten (10) calendar days.

Manufacturing defects that could not reasonably be discovered during the initial inspection may be reported during the one-year warranty period.

Warranty claims must be submitted in writing within the applicable warranty period and include a description of the issue, proof of purchase, and reasonably available supporting documentation.

RTS may request photographs, additional information, inspection of the products, or return of affected products to evaluate a claim.

Where return shipment is required, arrangements and transportation responsibilities will be communicated as part of the warranty evaluation, subject to applicable law.

Warranty Remedies

For a valid warranty claim involving an RTS-manufactured product, RTS may, at its option:

1. Repair the defective product.

2. Replace the defective product or affected component with a comparable product or component.

3. Authorize reasonable third-party repair expenses.

4. Provide a refund or credit of the applicable purchase price.

RTS will select an appropriate remedy consistent with the applicable warranty and mandatory legal requirements.

For commercial warranty claims, repair or replacement materials may be supplied FOB RTS's designated facility unless otherwise agreed or required by law.

These remedies are intended to be the customer's exclusive remedies under the limited commercial manufacturer's warranty, to the extent permitted by law.

Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET OUT ABOVE, ANY OTHER EXPRESS WRITTEN WARRANTY PROVIDED BY RTS, AND WARRANTIES OR CONDITIONS THAT CANNOT LAWFULLY BE EXCLUDED, RTS DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND DURABILITY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

No employee, dealer, distributor, contractor, or other representative is authorized to expand or modify this warranty unless such modification is expressly approved in writing by an authorized RTS representative.

Nothing in this section limits statutory warranty rights or remedies that cannot lawfully be excluded or restricted.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RTS COMPANIES INC., RTS COMPANIES US INC, RTS RETAIL, THEIR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SALE, DELIVERY, NON-DELIVERY, INSTALLATION, SERVICING, USE, MAINTENANCE, CONDITION, OR POSSESSION OF PRODUCTS OR USE OF THE SERVICES.

SUCH DAMAGES INCLUDE, WITHOUT LIMITATION:

• LOST PROFITS OR REVENUE.

• LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.

• BUSINESS INTERRUPTION.

• LOSS OF PRODUCTION.

• LOSS OF USE.

• LOSS OF DATA.

• OTHER INDIRECT COMMERCIAL OR ECONOMIC LOSSES.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANOTHER LEGAL THEORY, EVEN IF RTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE EXTENT PERMITTED BY LAW.

FOR COMMERCIAL PRODUCT TRANSACTIONS, AND EXCEPT WHERE EXPRESSLY AGREED OTHERWISE IN WRITING OR PROHIBITED BY LAW, RTS'S AGGREGATE LIABILITY ARISING FROM AN ORDER SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

RTS DOES NOT ASSUME LIABILITY FOR THE INSTALLATION OR PERFORMANCE OF WORK BY INDEPENDENT THIRD-PARTY CONTRACTORS, EXCEPT TO THE EXTENT LIABILITY CANNOT LAWFULLY BE EXCLUDED.

WHERE RTS EXPRESSLY AGREES TO PROVIDE INSTALLATION SERVICES, LIABILITY ARISING DIRECTLY FROM THOSE SERVICES SHALL BE SUBJECT TO THE APPLICABLE WRITTEN AGREEMENT AND MANDATORY LAW.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR DEATH, PERSONAL INJURY, FRAUD, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

NOTHING HEREIN EXCLUDES NON-WAIVABLE STATUTORY RIGHTS OR REMEDIES.

18. Indemnification

To the fullest extent permitted by applicable law, commercial customers agree to indemnify, defend, and hold harmless RTS Companies Inc., RTS Companies Inc., RTS Retail, and their affiliates, officers, employees, agents, and representatives against third-party claims, liabilities, damages, and reasonable expenses arising from:

1. The customer's material breach of these Terms.

2. The customer's violation of applicable law.

3. Negligent, improper, unauthorized, or non-compliant installation, repair, maintenance, modification, servicing, use, or resale of purchased products or Replacement Parts.

4. Failure to follow product safety instructions, specifications, or operating limitations.

5. The customer's infringement of third-party intellectual property or other rights.

This indemnification obligation applies only to the extent the claims arise from the customer's acts or omissions and does not require indemnification for losses caused by RTS's own negligence, defective products, or other conduct for which indemnification is prohibited by applicable law.

RTS will provide reasonable notice of applicable claims and an opportunity for the customer to participate in the defense.

19. Severability

If any provision of these Terms is determined to be unlawful, invalid, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law.

Any unenforceable portion will be severed without affecting the validity of the remaining provisions.

All remaining terms will continue in full force and effect.

20. Waiver; Entire Agreement

These Terms, together with the applicable policies incorporated by reference and any expressly accepted written quotation, purchase agreement, or other written sales terms, constitute the agreement governing use of the Services and applicable transactions.

RTS's acceptance of a purchaser's order does not constitute acceptance of additional or conflicting terms contained in the purchaser's purchase order or other documents unless RTS expressly agrees to those terms in writing.

No modification to an accepted commercial sales agreement will be effective unless agreed in writing by authorized representatives of the parties.

Modifications to product warranty obligations require written authorization from an authorized RTS representative.

Failure or delay by either party to enforce any provision does not constitute a waiver of that provision or any other right.

Any waiver applies only to the specific circumstances for which it was granted.

21. Assignment

Customers may not assign or transfer their rights or obligations under these Terms without RTS's prior written consent, except where otherwise permitted by applicable law.

RTS may assign these Terms or associated rights and obligations in connection with a merger, acquisition, corporate restructuring, sale of assets, or other legitimate business transaction, subject to applicable law.

Such assignment will not diminish rights that cannot lawfully be restricted.

22. Governing Law and Dispute Resolution

These Terms and transactions involving RTS Retail, a brand of RTS Companies Inc. are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles, except where mandatory law requires otherwise. These Terms and transactions involving RTS Retail a brand of RTS Companies US Inc. are governed by the laws of the State of Ohio and the applicable federal laws of the United States, without regard to conflict-of-law principles, except where mandatory law requires otherwise.

For commercial transactions with RTS Companies Inc (Canada, Canadian dollar), the parties agree that disputes arising out of or relating to these Terms or applicable purchases will be subject to the jurisdiction of the competent courts of Ontario, Canada, unless otherwise expressly agreed in writing or prohibited by law. For commercial transactions with RTS Companies US Inc (US, international, US dollars), the parties agree that disputes arising out of or relating to these Terms or applicable purchases will be subject to the jurisdiction of the competent courts of Ohio, United States, unless otherwise expressly agreed in writing or prohibited by law.

The parties consent to the jurisdiction of those courts for applicable commercial disputes.

Nothing in this section excludes or limits any mandatory consumer protection rights, statutory remedies, or rights to bring proceedings in another jurisdiction where such rights cannot lawfully be waived.

Where a separate written commercial agreement expressly provides different governing-law or dispute-resolution provisions, the terms of that agreement will govern the relevant transaction to the extent permitted by law.

Limitation Period for Commercial Claims

To the extent permitted by applicable law, commercial purchasers must commence legal proceedings arising from a product sale within one (1) year after the applicable cause of action accrues.

This contractual limitation does not apply to claims for payment owed to RTS, claims that cannot lawfully be restricted, or any claim for which a longer mandatory statutory limitation period applies.

Nothing in this provision shortens any non-waivable limitation period or eliminates an express warranty remedy otherwise available under these Terms.

23. Translations

These Terms may be translated into other languages for customer convenience.

Where permitted by applicable law, the English-language version will govern in the event of a material inconsistency between translations.

Nothing in this section overrides mandatory language requirements or other applicable statutory rights.

24. Headings

Section headings are included for convenience and reference only.

They do not alter or affect the interpretation, scope, or enforceability of any provision.

25. Electronic Communications

By using the Services, submitting a quotation request, or placing an order, you agree that RTS Retail may communicate with you electronically regarding transactions and related business matters.

Such communications may include:

• Order acknowledgments and confirmations.

• Quotations and purchase order correspondence.

• Payment and invoicing information.

• Shipping and delivery notices.

• Product availability updates.

• Warranty or service matters.

• Changes to these Terms or other applicable policies.

Customers are responsible for keeping their contact information accurate and current.

Marketing and promotional communications will be sent in accordance with applicable law and any required consent.

Customers may withdraw consent to marketing communications using the unsubscribe instructions provided or by contacting RTS Retail.

Withdrawal of marketing consent does not prevent necessary transactional communications where permitted by law.

Commercial notices required by an applicable written agreement may be delivered electronically where authorized by that agreement or applicable law.

26. Changes to Terms of Service

RTS Retail reserves the right to amend, update, or replace these Terms periodically.

The current version will be made available through the website.

Changes may reflect updates to business operations, products, payment processes, legal requirements, or the Services.

Any legally required notice of material changes will be provided.

Unless expressly agreed or permitted by law, revised Terms will not retroactively alter the conditions of an order already accepted by RTS.

Continued use of the Services after revised Terms become effective constitutes acceptance of those changes to the extent permitted by applicable law.

Customers are encouraged to review the Terms periodically.

27. Contact Information

Questions regarding these Terms of Service and Conditions of Sale may be directed to RTS Retail.

RTS Retail

A Brand of RTS Companies Inc.

Ontario, Canada

A Brand of RTS Companies US Inc.

Ohio, USA

Website: https://www.rtsretail.com

Email: info@rtscompaniesinc.com

For inquiries regarding orders, shipping, returns, product warranties, or customer support, please contact RTS Retail using the contact information published on our website.

Effective Date: October 13, 2026

Last Updated: October 13, 2026