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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
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<br />12.13.2. Notwithstanding anything to the contrary herein or elsewhere, Terryberry may amend this Manufacturing Agreement from
<br />time to time by posting an amended version at its website, available at www.terryberry.com/legal/terms-and-conditions/. Such
<br />amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless
<br />Customer first gives Terryberry written notice of rejection of the amendment. In case of such rejection, this Manufacturing
<br />Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next
<br />renewal term following the Proposed Amendment Date (unless this Manufacturing Agreement is earlier terminated in accordance
<br />with its provisions). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s
<br />consent thereto.
<br />12.13.3. Severability. If a court of competent jurisdiction holds any provision, or part of any provision, of this Manufacturing
<br />Agreement to be illegal or invalid, the provision, or the affected part of such provision, shall be null and void and deemed
<br />automatically severed from this Manufacturing Agreement. Any such holding shall not affect the legality or validity of the remaining
<br />provisions or remaining parts or unaffected provisions of this Manufacturing Agreement.
<br />12.14. Relationship of The Parties. The relationship between the Parties is that of independent contractors only, and nothing in this
<br />Manufacturing Agreement shall be interpreted or construed to create a partnership, joint venture, employer-employee, or agency
<br />relationship, or any other relationship between the Parties, other than that of independent contractors. Neither Party shall have the
<br />power to obligate the other Party in any manner whatsoever unless expressly provided in this Manufacturing Agreement.
<br />12.15. Counterparts. The Order may be executed in counterparts, each of which shall be considered an original, but all of which
<br />together shall constitute one and the same instrument. The exchange of a fully executed Manufacturing Agreement or Order (in
<br />counterparts or otherwise) by fax, .pdf, .pic, .tif, .jpg, other legible image file or by widely accepted electronic signature services
<br />(ex. DocuSign) shall be sufficient to bind the Parties to the terms and conditions of this Manufacturing Agreement.
<br />12.16. Remedies. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or
<br />warranty (whether made innocently or negligently) that is not set out in this Manufacturing Agreement. Each Party agrees that it
<br />shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this
<br />Manufacturing Agreement.
<br />12.17. Entire Manufacturing Agreement. This Manufacturing Agreement constitutes the entire Manufacturing Agreement between
<br />the Parties regarding this matter, and they supersede all prior discussions or Manufacturing Agreements related to the same. Should
<br />Customer utilize a purchase order (or other form which includes additional terms and conditions), any additional terms and
<br />conditions in such document shall not bind Terryberry, unless such additional terms and conditions have been expressly
<br />acknowledged in writing by Terryberry in an amendment as overriding this Manufacturing Agreement. Fulfillment of Customer’s
<br />order by Terryberry does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or
<br />amend this Manufacturing Agreement.
<br />13. DEFINITIONS AND INTERPRETATION.
<br />13.1. Headings. The section and subsection headings used herein are for reference and convenience only and shall not enter into
<br />the interpretation thereof.
<br />13.2. English Version. This Manufacturing Agreement shall be executed in its English language version. In the event such documents
<br />are also executed in a different language version other than English, the English-language version shall prevail in the event of any
<br />discrepancies, inconsistencies, or conflicts between such versions.
<br />13.3. Definitions. Capitalized terms shall have the meaning set forth below. Defined terms stated in the singular may be used in the
<br />plural, and vice versa.
<br />13.3.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation,
<br />proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory, or
<br />other, whether at law, in equity or otherwise.
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 21 of 36)
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