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Agmt26 Terryberry
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Agmt26 Terryberry
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Last modified
8/7/2026 2:18:22 PM
Creation date
8/7/2026 2:17:56 PM
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Template:
Agreement
PROJECT NAME
Terryberry Employee Service Awards Agreement
RMP File Number
304.5
Date
8/6/2026
Text box
ID:
1
Creator:
REDWOOD_CITY\NANCYRAMIREZ
Created:
8/7/2026 2:18 PM
Modified:
8/7/2026 2:18 PM
Text:
http://www.terryberry.com/
ID:
2
Creator:
REDWOOD_CITY\NANCYRAMIREZ
Created:
8/7/2026 2:18 PM
Modified:
8/7/2026 2:18 PM
Text:
http://www.terryberry.com/
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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com <br />REV: 08-05-26 VR <br />10/36 <br />not modify this Manufacturing Agreement or be binding on the Parties unless such terms have been executed in accordance with the <br />amendment provisions of this Manufacturing Agreement. <br />1.3. Right to Manufacture and Sell Competitive Goods. This Manufacturing Agreement does not limit Terryberry's right to <br />manufacture or sell, or preclude Terryberry from manufacturing or selling, to any Person, or entering into any agreement with any <br />other Person related to the manufacture or sale of, the Goods and other goods or products that are similar to or competitive with <br />the Goods. <br />2. ORDERING PROCEDURE <br />2.1. Non-binding Forecasts of Customer's Requirements. From time to time, Customer may, but shall not be required to, provide <br />Terryberry with Forecasts. Forecasts are for informational purposes only and do not create any binding obligations on behalf of <br />either Party; provided, however, that Terryberry shall not be required to manufacture and sell to Customer any quantity of Goods <br />that is unreasonably disproportionate to any Forecast for the period covered by such Forecast. <br />2.2. Purchase Orders. Customer shall issue to Terryberry Purchase Orders (containing applicable Basic Purchase Order Terms that <br />are consistent with the terms of this Manufacturing Agreement), in written form via e-mail. By issuing a Purchase Order to <br />Terryberry, Customer makes an offer to purchase Goods pursuant to the terms and conditions of this Manufacturing Agreement and <br />the Basic Purchase Order Terms contained in such Purchase Order, and on no other terms. For the avoidance of doubt, any <br />variations made to the terms and conditions of this Manufacturing Agreement by Customer in any Purchase Order are void and have <br />no effect. <br />2.3. Acceptance, Rejection, and Cancellation of Purchase Orders. Terryberry may accept a Purchase Order by confirming the order in <br />writing or by delivering the applicable Goods to Customer, whichever occurs first. Terryberry may reject a Purchase Order or cancel <br />a previously accepted Purchase Order, which it may do without liability or penalty, and without constituting a waiver of any of <br />Terryberry's rights or remedies under this Manufacturing Agreement or any Purchase Order, by providing written notice to Customer <br />specifying the applicable date of rejection or cancellation: (i) if Terryberry has terminated the Manufacturing Agreement for cause; <br />or (ii) pursuant to Terryberry's rights under the last sentence of Section 4.4. <br />2.4. Gold Market Price. Custom manufactured items are quoted based upon the daily market cost of gold. If custom manufactured <br />items are selected, the Parties shall reference the pricing table provided to Customer in the Order. Customer acknowledges that <br />fluctuations in the gold market may cause this pricing component to fluctuate. The gold price shall be locked in when the order <br />associated with the Order is submitted and processed. <br />3. SHIPMENT, DELIVERY, ACCEPTANCE, AND INSPECTION <br />3.1. Shipment. Unless otherwise expressly agreed by the Parties in writing, Terryberry shall select the method of shipment of and <br />the carrier for the Goods. Terryberry may, in its sole discretion, without liability or penalty, make partial shipments of Goods to <br />Customer. Each shipment will constitute a separate sale and Customer shall pay for the Goods shipped, in accordance with the <br />payment terms specified in Section 4.1, whether such shipment is in whole or partial fulfillment of a Purchase Order. <br />3.2. Packaging and Labeling. Terryberry shall properly pack, mark, and ship Goods and provide Customer with shipment <br />documentation showing the Purchase Order number, Terryberry's identification number for the subject Goods, the quantity of pieces <br />in shipment, the number of cartons or containers in shipment, Terryberry's name, the bill of lading number and the country of <br />origin. <br />3.3. Delivery. Unless otherwise expressly agreed by the Parties in writing, Terryberry shall deliver the Goods to the delivery location <br />specified by Customer, using Terryberry's standard methods for packaging and shipping such Goods. <br />3.4. Late Delivery. Any time quoted for delivery is an estimate only; provided, however, that Terryberry shall use commercially <br />reasonable efforts to deliver all Goods on or before the requested delivery date. If Terryberry has delayed shipment of all or any <br />Goods for more than thirty (30) days after the requested delivery date and if such delay is not due to any action or inaction of <br />Customer or otherwise excused in accordance with the terms and conditions of this Manufacturing Agreement, Customer may, as its <br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 10 of 36)
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