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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com <br />REV: 08-05-26 VR <br />12/36 <br />4.3. Shipping Charges, Insurance, and Taxes. Customer shall pay for all shipping charges and insurance costs. In addition, <br />Customer is liable for any manufacturing tax, shipping tax, sales tax, use tax, service tax, value added tax, transfer tax, excise tax, <br />tariff, duty or any other similar tax imposed by any governmental authority arising from the fees or charges invoiced to Customer <br />under this Manufacturing Agreement. Such taxes may be invoiced by Terryberry to Customer for all taxing jurisdictions where <br />Terryberry is permitted or required by Applicable Law to collect such taxes unless Customer provides a valid resale certificate or <br />other documentation required under Applicable Law to evidence tax exemption. <br />4.4. Late Payment. Any amounts arising in relation to this Manufacturing Agreement not paid when due will be subject to a late <br />charge of one and one-half percent (1 ½ %) per month on the unpaid balance or the maximum rate allowed by law, whichever is <br />less. Customer shall also reimburse Terryberry for all reasonable costs incurred by Terryberry in collecting any late payments, <br />including attorneys' fees and court costs. In addition to all other remedies available under this Manufacturing Agreement or at Law <br />(which Terryberry does not waive by the exercise of any rights under this Manufacturing Agreement), if Customer fails to pay any <br />undisputed amounts when due under this Manufacturing Agreement, Terryberry may (a) suspend the delivery of any Goods, (b) <br />reject Customer's Purchase Orders or cancel accepted Purchase Orders pursuant to the terms of Section 2.3 or (c) terminate this <br />Manufacturing Agreement pursuant to the terms of Section 5.3. <br />5. TERM, TERMINATION, AND SUSPENSION <br />5.1. Term and Renewal. <br />5.1.1. Initial Term. This Manufacturing Agreement shall be in effect from the Effective Date and shall continue until the end of the <br />term set forth in the Order (the “Initial Term”), until terminated in accordance with the provisions set forth herein. If no term is set <br />forth in the Order, the Initial Term shall be twelve (12) months. <br />5.1.2. Renewal. At the end of the Initial Term and each Renewal Term (as defined herein), this Manufacturing Agreement may be <br />extended for a successive twelve (12) month period (each a “Renewal Term”, together with the Initial Term, the “Term”) upon <br />written confirmation of the parties prior to the end of the then current term. <br />5.2. Termination by Either Party. Either Party may immediately terminate this Manufacturing Agreement by giving written notice to <br />the other Party, if the other Party (i) materially breaches any obligations under this Manufacturing Agreement and fails to cure such <br />breach within thirty (30) days after the non-breaching Party demands such cure; (ii) becomes insolvent or assigns all, or <br />substantially all, of its assets or business for the benefit of creditors; (iii) commences bankruptcy or dissolution proceedings, has a <br />receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business; or (iv) suspends or <br />ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business (v) resolves to wind up business, <br />dissolve, or liquidate. In addition, a Party may terminate this Manufacturing Agreement, in whole or in part, or cease provision of <br />maintenance and support services and Professional Goods or Customer’s access to the applicable Goods if required to comply with <br />Applicable Law or regulation, and such termination will not constitute a breach of this Manufacturing Agreement by the terminating <br />Party. <br />5.3. Termination by Terryberry. Terryberry may immediately terminate this Manufacturing Agreement by giving written notice to <br />Customer if Customer assigns its rights or obligations in violation of the terms of this Manufacturing Agreement or if Customer fails <br />to pay any amount due under this Manufacturing Agreement on the due date for payment and remains in default not less than 14 <br />days after being notified in writing to make such payment. <br />5.4. Termination for Breach of Law. A Party may terminate this Manufacturing Agreement, in whole or in part, or cease provision of <br />Goods or terminate Customer’s access to the applicable Goods if required to comply with Applicable Law or regulation, and such <br />termination will not constitute a breach of this Manufacturing Agreement by the terminating Party. <br />5.5. Effect of Termination. <br />5.5.1. Amounts Payable. Upon termination or expiration of this Manufacturing Agreement (i) all indebtedness of Customer to <br />Terryberry under this Manufacturing Agreement any other agreement or otherwise, of any kind, shall become immediately due and <br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 12 of 36)