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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com REV: 08-05-26 VR 11/36 sole remedy therefor, cancel the portion of the related Purchase Order covering the delayed Goods by giving Terryberry written notice within forty-five (45) days of the requested delivery date. Subject to Customer's rights under this Section 3.4, no delay in the shipment or delivery of any Good relieves Customer of its obligations under this Manufacturing Agreement, including accepting delivery of any remaining installment or other orders of Goods. 3.5. Transfer of Title and Risk of Loss. 3.5.1. Title to Goods shipped under any Purchase Order passes to Customer upon Terryberry's tender of the Goods to the carrier. 3.5.2. Risk of loss to Goods shipped under any Purchase Order passes to Customer upon Terryberry's tender of such units to the carrier. 3.6. Inspection. Customer shall inspect Goods received under this Manufacturing Agreement upon receipt of such Goods ("Inspection Period") and either accept or, only if any such Goods are Nonconforming Goods, reject such Goods. Customer will be deemed to have accepted Goods unless it provides Terryberry with written notice of any Nonconforming Goods within five (5) days following the Inspection Period, stating with specificity all defects and nonconformities, and furnishing such other written evidence or other documentation as may be reasonably required by Terryberry (including the subject Goods, or a representative sample thereof, which Customer contends are Nonconforming Goods). All defects and nonconformities that are not so specified will be deemed waived by Customer, such Goods shall be deemed to have been accepted by Customer, and no attempted revocation of acceptance will be effective. If Customer timely notifies Terryberry of any Nonconforming Goods, Terryberry shall determine, in its reasonable discretion, whether the Goods are Nonconforming Goods. If Terryberry determines that such Goods are Nonconforming Goods, Terryberry shall, in its sole discretion, either: 3.6.1. replace such Nonconforming Goods with conforming Goods; or 3.6.2. refund to Customer such amount paid by Customer to Terryberry for such Nonconforming Goods returned by Customer to Terryberry. 3.7. Customer shall ship, at Customer's expense and risk of loss, all Nonconforming Goods to Terryberry's facility located at 2033 Oak Industrial Drive NE, Grand Rapids, Michigan 49505 or to such other location as Terryberry may instruct Customer in writing. If Terryberry exercises its option to replace Nonconforming Goods, Terryberry shall ship to the delivery location specified by Customer, at Terryberry's expense and risk of loss, the replacement Goods. 3.8. REMEDIES. THE REMEDIES SET FORTH IN THIS SECTION 3.8 ARE CUSTOMER'S EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING GOODS, SUBJECT TO CUSTOMER'S RIGHTS UNDER SECTION 9.5 WITH RESPECT TO ANY SUCH GOODS FOR WHICH CUSTOMER HAS ACCEPTED DELIVERY UNDER THIS SECTION 3.8. 3.9. Limited Right of Return. Except as provided under Section 3.6, Section 9.5, and Section 9.7, Customer has no right to return Goods shipped to Customer pursuant to this Manufacturing Agreement. 4. PAYMENT 4.1. Fees. Customer shall pay all invoices as set forth in any applicable Order without deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith), and payment will be sent to the address specified by Terryberry. If the Order does not set forth payment terms, Customer shall pay Terryberry all invoices within thirty (30) days of the invoice date. Without prejudice to Customer’s rights set out elsewhere in the Manufacturing Agreement, all fees are non-refundable and payable in advance. Terryberry may invoice for purchases of Subscription Goods upon delivery. 4.2. Expenses. Customer shall reimburse Terryberry for the actual, necessary, and reasonable costs incurred by Terryberry in rendering the Goods, which may include, but is not limited to, travel, lodging, and food (“Terryberry Expenses”). All travel required to achieve completion of any Goods shall be subject to Terryberry’s then-current policies. For the avoidance of doubt, Customer shall also reimburse Terryberry for all Goods fees and related costs and expenses incurred by Terryberry as a result of Customer’s failure to perform any work or service, provide any material, facility, or other item, or fulfill any other obligation of the Customer as set forth in this Manufacturing Agreement or an applicable SOW. Terryberry Expenses shall be payable monthly in arrears for Terryberry Expenses incurred in the applicable billing period. ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 11 of 36)