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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />23/36
<br />13.3.16. "Nonconforming Goods" means any goods received by Customer from Terryberry pursuant to a Purchase Order that: (a) do
<br />not conform to the applicable Purchase Order; (b) do not fully conform to the Order; or (c) materially exceed the quantity of Goods
<br />ordered by Customer pursuant to this Manufacturing Agreement or any Purchase Order. Where the context requires, Nonconforming
<br />Goods are deemed to be Goods for purposes of this Manufacturing Agreement.
<br />13.3.17. “Order” means Terryberry’s quote accepted by Customer via Customer’s purchase order or other ordering document
<br />received by Terryberry to order Terryberry’s Goods (including, but not limited to, a fully executed Order), which references the
<br />Goods, pricing, payment terms, quantities, and other applicable terms set forth in an applicable Terryberry quote or ordering
<br />document.
<br />13.3.18. "Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization,
<br />association, Governmental Authority, or any other entity.
<br />13.3.19. "Personnel" of a Party means any agents, employees, contractors, or subcontractors engaged or appointed by such Party.
<br />13.3.20. “Professional Goods” means implementation services, design services, consulting services and/or other professional
<br />services provided to Customer by Terryberry under a Order or SOW.
<br />13.3.21. “Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the
<br />U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.
<br />13.3.22. "Purchase Order" means Customer's purchase order issued to Terryberry hereunder, including all terms and conditions
<br />attached to, or incorporated into, such purchase order, and any Release issued by Customer to Terryberry under the Purchase
<br />Order. For the avoidance of doubt, any references to Purchase Orders hereunder also include any applicable Releases.
<br />13.3.23. "Release" means a document issued by Customer to Terryberry pursuant to a Purchase Order that identifies the quantities
<br />of Goods constituting Customer’s requirements (if such quantities are not specified in the original Purchase Order) and the delivery
<br />locations and requested delivery dates for such Goods.
<br />13.3.24. “SOW” or “Statement of Work” means a written order executed by the Parties which identifies the Professional Goods
<br />ordered by Customer, including the description, and associated fees.
<br />13.3.25. "Tooling" means, collectively, all tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities,
<br />molds, and documentation (including engineering specifications and test reports) used by Terryberry in connection with its
<br />manufacture and sale of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements and
<br />appurtenances thereto.
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 23 of 36)
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