URUS GROUP

v01.02 2026.02.11

Except to the extent otherwise agreed to in a duly signed writing: (1) each member of the URUS GROUP, a complete list of which is posted at https://www.urus.org/URUSGROUP, only orders, purchases, receives, and accepts from others their offerings (whether goods, items, rights, services, and/or other deliverables) pursuant to such member’s written and/or electronic terms and conditions for purchases, which can be obtained from its representative and which include, but are not limited to, this document (this “Ts&Cs Agreement“); (2) your acceptance of orders from a member and your provision, and a member’s acceptance, of such offerings are expressly made conditional on your assent to such terms and conditions; and (3) if you (directly or indirectly) accept an order or fail to reject an order using a form of the word “REJECT” conspicuously within a few days of receipt of that order, or if you provide (directly or indirectly) any such offering to a member, you accept, assent to, and agree to be bound by such terms and conditions. 

As used in this Ts&Cs Agreement, the term “Customer” means the member of the URUS GROUP that orders, purchases, receives, and accepts one or more of a supplier’s offerings (whether goods, items, rights, services, and/or other deliverables), and the term “Supplier” means the supplier that accepts an order from Customer and/or that provides one or more of its offerings to Customer. In consideration of the mutual representations, warranties, and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Customer and Supplier, the Parties (as this and all capitalized terms are defined in this Ts&Cs Agreement) agree as set forth above and below. 

Except to the extent otherwise set forth in Customer’s other written and/or electronic terms and conditions for purchases that can be obtained from Customer’s representative (each of the foregoing, a “Specific Term” and all of them, together with this Ts&Cs Agreement, this “Agreement“), including on Customer’s website, and except to the extent otherwise agreed to in a Duly Signed Writing by Customer and Supplier (each, a “Signed Agreement“), which Signed Agreement takes precedence over any conflicting Specific Term:

1. Applicability; Incorporation.
   • This Agreement sets forth the terms and conditions that apply to all orders and other requests by (or on behalf of) Customer for any Supplier offering (each, an “Order“) and to all Supplier offerings, whether goods, items, rights, services, and/or other deliverables, (each, an “Offering“) to Customer directly or indirectly. Each of Customer’s Orders is expressly made conditional on assent to this Agreement, and by providing any Offering, by communicating to Customer (directly or indirectly) the intent to provide any Offering, by accepting an Order for any Offering, and/or commencing the provision of any Offering directly or indirectly to Customer, Supplier shall be bound by this Agreement, whether or not Supplier acknowledges or otherwise signs it, and such provision/communication/acceptance/provision constitutes Supplier’s assent to this Agreement.
   • This Agreement is deemed to be incorporated into (as if fully restated in) each Signed Agreement, Order, and written or electronic communication or document exchanged between Customer and Supplier (together, the “Parties“, and each, a “Party“). If a specific version of this Agreement is not referenced therein or attached thereto, the version that is applicable thereto is (1) the version of this Ts&Cs Agreement posted at https://www.urus.org/TsCsforPurchases, plus (2) the version of the Specific Terms posted on Supplier’s website, in each case, as so posted on the date of such Signed Agreement, Order, or communication/document.
   • Each Signed Agreement that is referred to as a master agreement or that is otherwise designed to apply to and/or govern one or more other Signed Agreements or Orders (each, a “Master Agreement“) is incorporated into each of its Signed Agreements and Orders pertaining to the subject matter of such Master Agreement (each, a “Statement of Work“).

2. Orders – Generally.
   • The only terms and conditions of an Order that have any force or effect shall be: (1) those set forth in any applicable Signed Agreements; (2) any applicable Specific Terms; (3) this Ts&Cs Agreement; and (4) the Description of What is to be Purchased in any Accepted Orders (all together, the “Authorized Terms“). In the case of any conflict between and/or among any of the foregoing, they control/govern in the following order: (a) first, the Description of What is to be Purchased in an Accepted Order (newest to oldest) controls/governs; (b) second, Signed Agreements controls/governs (newest to oldest, except that any Master Agreement controls over any other Signed Agreements to which the Master Agreement applies (newest to oldest)); (c) third, any applicable Specific Terms (newest to oldest) control/govern; and (d) fourth, this Ts&Cs Agreement governs (newest to oldest unless only one version forms a part of the Authorized Terms).
   • No additional or different terms and conditions on any Order, confirmation form, acceptance form, and/or other preprinted and/or automatically generated written and/or electronic form, on any website, computer program, computer system, and/or computer portal, and/or in any other written and/or electronic communication/document, in each case, used by either Party in the order and acceptance process shall have any force or effect whatsoever. NO ADDITIONAL

OR DIFFERENT TERM OR CONDITION DELIVERED BY EITHER PARTY (WHETHER IN THE OFFER/ACCEPTANCE PROCESS OR OTHERWISE) NOR ANY ATTEMPT TO VARY, IN ANY DEGREE, THE AUTHORIZED TERMS SHALL OPERATE AS A COUNTEROFFER TO, OR A REJECTION OF, THE OFFER/ORDER, THE ACCEPTANCE, THE SPECIFIC TERMS, THIS TS&CS AGREEMENT, OR ANY SIGNED AGREEMENT (EXCEPT, IN EACH CASE, TO THE EXTENT AGREED TO IN A SIGNED WRITING (AS DEFINED ABOVE)). UNLESS SUPPLIER REJECTS (AS DEFINED BELOW) THE OFFER/ORDER, SUCH OFFER/ORDER SHALL BE DEEMED ACCEPTED WITHOUT SUCH ADDITIONAL OR DIFFERENT TERM OR CONDITION OR VARIANCE, AND NOTICE OF OBJECTION TO SUCH ADDITIONAL OR DIFFERENT TERM OR CONDITION OR VARIANCE, AND REJECTION OF EACH, IS HEREBY EXPRESSLY GIVEN. Supplier shall not allege that any prior course of dealing, usage of trade, and/or verbal agreement not reduced to writing as a Customer Consent is binding on Customer.

• Once an Order is Accepted by Supplier, Supplier shall refer to Customer’s Order number on each packing list, invoice, and any other written or electronic communication/document related to that Order and/or provided by and/or on behalf of Supplier.
• Orders that are Accepted by Supplier (“Accepted Orders“) are binding on Customer and Supplier subject to the Authorized Terms, but Customer is not required to place any future and/or additional Orders (and Customer does not guarantee that it will obtain its requirements from Supplier, nor does Customer guarantee any other quantity/volume and/or that Supplier has any exclusivity), except, in each case, to the extent otherwise unequivocally agreed to by Customer (such as would be the case if set forth explicitly as a Customer ‘GUARANTEE’ (using that word or a variation thereof directly in connection therewith) in an applicable Signed Agreement.

3. Orders – Rejections and Changes.
   • Customer requests that Supplier confirm receipt of all Orders as soon as practicable.
   • If the following conditions are met, Supplier may reject an Order (“Reject“): (1) Supplier has not already accepted the Order; (2) Customer’s Order was not a proper acceptance of any un-revoked offer made by Supplier, (3) Supplier communicates its rejection clearly using a form of the word “REJECT” conspicuously (in writing or via electronic means) within a few days of receipt of the Order; and (3) the applicable Signed Agreements, if any, permit such rejection. 3 For the sake of clarity, an applicable Signed Agreement does not permit rejection of an Order if, for example: (1) Supplier has agreed therein to provide or make available an Offering, and the Order is for such Offering and otherwise complies with the Signed Agreement; (2) Supplier has agreed therein to meet Customer’s requirements, and the Order is for a quantity that is less than or equal to such requirements and otherwise complies with the Signed Agreement; or (3) Supplier has agreed therein to make available a certain quantity (or an amount up to a certain quantity), and the Order for an amount that is less than or equal to such quantity and otherwise complies with the Signed Agreement. 
   • Supplier shall Reject an Order if such Order misstates in any way the Description of What is to be Purchased, in which case Customer may submit a new/corrected Order.
   • If Supplier does not Reject an Order, then it is deemed to be accepted by Supplier (“Accepted“).
   • With respect to any change to an Order that is requested or proposed by Customer, terms and conditions identical to Sections 3.1-3.5 above apply thereto, except that the word ‘Order’ is replaced with such request/proposal, and no such change shall be deemed to be accepted by Supplier unless and until it is Accepted by Supplier.

4. Provision of Offerings; Payment; Subcontractors and Other Personnel. Supplier shall provide its Offerings, and Customer shall pay for such Offering, in each case, pursuant to the applicable Authorized Terms. Supplier is responsible for its Personnel (as well as such Personnel’s Personnel down the line ad infinitum, including the Personnel of Supplier’s subcontractor’s subcontractors), shall be liable for each as if each were Supplier itself, shall make Customer aware, in advance, of the names of each subcontractor (as well as each subcontractor’s subcontractor down the line ad infinitum) who will arrive on Customer’s site and/or on any site of an Affiliate of Customer, and shall ensure that each subcontractor (as well as each subcontractor’s subcontractor down the line ad infinitum) has joint and several liability (with Supplier) to Customer for such subcontractor’s actions and failures to act.

5. Specifications; Supplier’s Code of Conduct.
   • The definition of Specifications is intended to be broad to permit the Parties to reach agreement on those Specifications using mutually acceptable means and methods and to accommodate changes to the Specifications over time without necessitating a formal amendment to any agreement. As such, “Specifications” means the following specifications, each of which is deemed to be a part of the Description of What is to be Purchased: (1) specifications contained or referenced in the Order; (2) specifications contained or referenced in any other Authorized Terms (to the extent not in conflict with the foregoing); (3) specifications contained or referenced in each other written or electronic communication/document that is provided by Supplier directly or indirectly to Customer to the extent such specifications are also acceptable to Customer (and to the extent not in conflict with any of the foregoing), where Supplier has the burden of proving whether they are acceptable to Customer, which is not to be presumed without written or electronic evidence of the same; (4) specifications provided by Customer to Supplier to the extent such specifications are also acceptable to Supplier (and to the extent not in conflict with any of the foregoing) where Customer has the burden of proving whether they are acceptable to Provider, which is not to be presumed without written or electronic evidence of the same; (5) the specifications that Customer reasonably assumed would apply to the Offering because they had applied to earlier Offerings of the same type without any notice by Supplier that they no longer apply (to the extent not in conflict with any of the foregoing); and (6) any specifications required by the URUS GROUP’s Supplier Code of Conduct if and to the extent contained in the most recent version thereof that had been explicitly accepted by Supplier via a Duly Signed Writing (and to the extent not in conflict with any of the foregoing).
   • “Supplier Code of Conduct” means that certain communication/document posted at https://urus.org/supplier-codeof-conduct. The Supplier Code of Conduct may require Supplier to provide Customer (or its designee) a certificate of insurance (“COI“). Customer and its direct and indirect customers and Affiliates may rely on Supplier’s acceptance of the Supplier Code of Conduct, which each may elect to treat as a stand-alone, independent document/agreement that is not deemed (and/or that has not been) waived, removed, added to, modified, superseded, and/or amended by this Agreement and/or any other Authorized Term. COIs and other communications/documents required by the Supplier Code of Conduct may be uploaded to one or more third-party sites and thereafter are subject to such third party’s terms and conditions as they may exist from time to time. Supplier authorizes and consents thereto. Supplier shall comply with the Supplier Code of Conduct; provided, however, if Supplier expressly rejects compliance with any aspect thereof via a Duly Signed Writing, then, with respect to subsequent Orders placed after receipt of such rejection, failure to comply with such aspect of the Supplier Code of Conduct is not a breach of this Agreement, but rather may result in Customer no longer requesting Offerings from Supplier (which discontinuation shall not be deemed to be a breach by Customer of any Accepted Order and/or Signed Agreement).

6. Lead Times. A lead time may be required for each Offering pursuant to a Signed Agreement or a notice to Customer (if such notice is provided in advance by the same number of days as the new lead time and does not affect Orders already placed by Customer) (the “Lead Time“).

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7. Sourcing; Aged Inventory. Supplier shall provide its Offerings only from sources and manufacturing locations approved by Customer if such Offerings are used in Customer’s own offerings (whether goods, items, rights, services, and/or other deliverables). Tangible Offerings Product, on the date of delivery, shall not be older than that which is stated in a Signed Agreement (or if not stated, shall have at least three-quarters (3/4ths) of its shelf life remaining). If Customer does not take delivery of any Offerings specifically manufactured for it within the period established by any floor stock agreement (or other stocking agreement) that is a Signed Agreement, Supplier shall notify Customer, and Customer shall take reasonable steps to take shipment as soon as practicable thereafter.

8. Representations and Warranties.
   • Notwithstanding anything to the contrary, an Offering intended to wear (such as a belt or ball bearing) and a component of an Offering purchased by Supplier as a complete unit for installation (such as an electrical motor) are not warranted herein but shall be replaced, repaired, or refunded by Supplier in accordance with the warranty or guarantee of the manufacturer or supplier of said product/component; provided, in each case, such manufacturer’s warranty is a reasonable replacement of Supplier’s warranties herein.
   • Nothing contained in any Authorized Terms, any Customer Consent, and/or any written or electronic communication/document in connection with any of the foregoing prohibits Supplier from providing, directly and/or indirectly (as a pass-through warranty from the original manufacturer or otherwise), additional written or electronic warranties and/or written or electronic warranties that would in effect extend one or more of the warranties contained in the Authorized Terms for periods of time beyond that which are contained therein, and such additional and/or extended warranties shall be given effect, including as it relates to procedural restrictions placed on such additional and/or extended warranties, but only as it relates to such additional warranties and the extended period. Supplier may provide those warranties in the literature provided with the Offerings, in a description of the Offerings provided by Suppler, and/or as Supplier may otherwise elect.
   • Notwithstanding anything to the contrary, Customer’s rights in connection with any breach by Supplier of Supplier’s representations and warranties shall be reduced to the extent any breach thereof is proximately caused by: (1) Customer’s breach of the Authorized Terms and/or any negligence, willful misconduct, fraud and/or other tortious act and/or tortious failure to act of Customer, any of its Affiliates, and/or any of its and/or their Personnel (individual and collectively, “Customer Misconduct“), except that if there had been Supplier Misconduct in connection with Intellectual Property, no matter the percentage of fault, the foregoing in connection therewith shall not be deemed to be Customer Misconduct (given how the law in connection with Intellectual Property could otherwise treat Supplier Misconduct as Customer Misconduct); (2) Customer’s failure to maintain, install, or use a delivered Offering in material compliance with written maintenance, installation, and use instructions provided to Customer prior to the applicable Order therefor being Accepted; (3) Customer’s unreasonable modification or repair of an Offering, in each case, unless recommended, authorized and/or permitted by Supplier; and/or (4) any raw material or component of an Offering that Customer is required to deliver to Supplier (directly or indirectly) pursuant to a Signed Agreement.
   • Supplier represents and warrants that: (1) Supplier is not under, nor will it enter into in the future, any agreement, commitment, understanding or other obligation, whether written, electronic and/or oral, which is inconsistent and/or that conflicts with the Authorized Terms and/or that would in any way and/or to any extent prevent, limit, and/or otherwise impair the performance by Supplier of any of its obligations thereunder; (2) each delivered Offering at the time of delivery is free from security interests, liens, restrictions, encumbrances, and other claims, except as permitted in a Signed Agreement; (3) for any offered warranty period and any longer warranty period agreed to by the Parties in a Signed Writing (the “Warranty Period“) and subject to Section 8.3 above, each delivered Offering complies with all applicable laws, orders, rules, and regulations as they exist on the date of delivery; (4) in Supplier’s performance (including in selling and delivering each Offering and in any manufacturing or other creation of each Offering), Supplier and its Personnel have all applicable licenses, permits, and registrations and comply with all applicable laws, orders, rules, and regulations; (5) for the Warranty Period and subject to Section 8.3 above, each delivered tangible Offering: (a) passes without objection in the trade under its description in the Authorized Terms; (b) is of at least fair average quality within that description; (c) runs, within the variations permitted by the Specifications, of even kind, quality, and quantity within each unit and among all units involved; (d) is adequately contained, packaged, and labeled; and (e) conforms to the promises and/or affirmations of fact made on the container and/or label, if any; (6) for the Warranty Period and subject to Section 8.3 above, each delivered Offering at the time of delivery thereof is free from defect of design, material, and/or workmanship (whether patent or latent) and conforms to the applicable Specifications; (7) each delivered Offering on the date of delivery is delivered in good and undamaged condition; (8) subject to Section 8.3 above, each delivered Offering does not interfere with, infringe upon, misappropriate, and/or violate any Intellectual Property right of any third party, no such claim has been made and, except as otherwise set forth in a Signed Agreement, no Intellectual Property right of any third party precludes or limits further sale, resale, or use of such Offering, except in each case, to the extent caused by: (i) any detailed design, specification, trademark, or ornamental appearance originated and furnished by Customer to Supplier in writing and used by Supplier at Customer’s specific written direction; (ii) the combination with any of Customer’s other tangible items; and/or (iii) modification by any party other than Supplier, any of its Affiliates, and/or any of its and/or their Personnel, in each case after delivery (subsections (i)-(iii), the “Excluded Intellectual Property“); (9) each service is performed using competent, trained professionals, and is performed in a professional and workmanlike manner and consistent with applicable professional industry standards of diligence, care, and skill recognized in Supplier’s industry at the time of delivery; (11) any COI or other communication/documentation provided by (or on behalf of) Supplier pursuant to the Supplier Code of Conduct is true and correct when delivered and will remain true and correct until Customer is notified otherwise; and (12) Supplier, each of its Affiliates, and each of its and/or their Personnel have complied and will comply with the Supplier Code of Conduct as contemplated herein and therein.
   • Notwithstanding anything contained herein to the contrary, if Supplier is providing professional services that are insured under a professional liability insurance policy for which “Urus Group LP and its direct and indirect parents and affiliates and its and their direct and indirect subsidiaries and divisions” are named additional insureds, then Supplier makes no warranties hereunder in connection with such professional services and associated service deliverables, but rather Supplier shall provide such professional services and service deliverables consistent with the following (the “Standard of Care“): the professional skill and care ordinarily provided by professionals performing the same type of service and providing the same type of service deliverable who practice in the same or similar location under the same or similar circumstances. If Supplier also provides Offerings in addition to professional services, the foregoing shall not limit or eliminate any warranties contained herein related to such Offerings.
   • The warranties contained herein shall survive any inspection, delivery, performance, acceptance, and/or payment of/for each Offering and any subsequent sale and/or other transfer to a third party of each Offering.
   • Except as set forth in Section 8.8 below, if any Offering fails to conform to any of Supplier’s representations and warranties, Supplier shall: (1) repair, replace, or re-perform the nonconforming Offering, in each case, at Supplier’s sole cost and expense (including uninstalling, packing, shipping, and reinstalling); or (2) if such repair, replacement, or re-performance will not make Customer whole within a reasonable amount of time, then refund to Customer the price paid (or to the extent not yet paid, waive payment) for each such nonconforming Offering.
   • In the event any Offering fails to conform to any of Supplier’s representations and warranties regarding noninfringement (and/or interference with and/or misappropriation and/or violation of any Intellectual Property right), Supplier shall, in its sole discretion and cost either: (1) procure for Customer the right to use the Offering; (2) modify or replace the Offering to avoid infringement (and interference/misappropriate/violation) provided that Customer approves such modification or replacement (in a Customer Consent), which approval shall not be unreasonably withheld, delayed, or conditioned; or (3) remove such Offering and reimburse Customer for the Offering.
   • Customer shall not be required to stop or slow down production on account of any warranty claim and has the full and complete right to replace Offerings and/or to take any action it deems, in its sole discretion, appropriate in the running of its business regardless of the warranty claim. For example, Customer shall not be required to stop or slow down production while Supplier determines whether it believes the warranty claim has merit.
   • EXCEPT AS EXPRESSLY STATED IN THE AUTHORIZED TERMS, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND/OR WARRANTIES RELATED TO ANY OFFERING, USAGE OF TRADE, COURSE OF DEALING, AND/OR COURSE OF PERFORMANCE, INCLUDING ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMER CONTAINED IN THIS SECTION 8.10 DOES NOT AFFECT THE TERMS OF ANY WARRANTY FROM A THIRD PARTY (THAT IS NOT SUPPLIER AND/OR AN AFFILIATE OF SUPPLIER) AND/OR THOSE PROVIDED PURSUANT TO SECTION 8.2
   • Subject to Section 8.10 above and Section 9 below, the rights of Customer provided in this Section 8 shall be in addition to any other rights provided by law, order, rule, regulation, and the Authorized Terms; provided, however, that under no circumstance shall Customer be entitled to duplicative recovery of the same expense.
   • Repaired, replaced, or re-performed Offerings shall be subject to the same terms and conditions in the same manner and to the same extent as the Offerings originally delivered, measured from the date of their delivery so that Customer gets the benefit of conforming (non-defective) Offerings for the time periods specified in the original warranties (for example, if the original warranty is for three years and if the original Offering conforms for one year but then becomes non-conforming, then upon completion of the repair or replacement, the warranty for the repaired or replaced Offering is two years regardless of how long the repair or replacement takes to complete).

9. Indemnification.
   • Upon demand by Customer, Supplier (the “Indemnifying Party“) shall indemnify, defend (at Customer’s election), and hold harmless Customer, its Affiliates, and its and their Personnel (each an “Indemnified Party“) from and against any and all direct and third-party (including governmental entities’/agencies’/authorities’ and Customer’s Personnel’s) claims, allegations, actions, causes of actions, and demands (each, a “Claim“) that are connected with, arise out of, and/or are related to (and in connection with defense obligations and the costs thereof allegedly are connected with, arise out of, and/or are related to) any Indemnification Claim and any and all associated Losses and from and against any and all Indemnified Party Claims and associated Losses related to any recall and/or market withdrawal caused by any Indemnification Claim; provided, however, that in each case, the Indemnifying Party shall not be responsible to indemnify or hold-harmless to the extent the most recent applicable adjudication or Settlement (as defined below) explicitly states that Customer Misconduct and/or Customer’s IP Responsibility is the direct cause of the Losses. Following the most recent adjudication or Settlement of any Claim, Customer shall be entitled to contribution for the costs and expenses to defend the Claim (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses) from Supplier except in proportion to any such Customer Misconduct. In the absence of an adjudicated allocation of fault, the Parties shall make good faith efforts to allocate fault between them before pursuing any related legal action against each other.
   • As used herein: (1) “Losses” means judgments and awards resulting from Indemnification Claims, settlements of such Indemnification Claims (to the extent such settlements are made with both Customer’s and the Indemnifying Party’s approval via a Duly Signed Writing, which approval shall not be unreasonably withheld, delayed, or conditioned (each, a “Settlement“)), and direct and/or third-party bodily injuries, illnesses, property damages, penalties, fines, liabilities, deficiencies, costs, expenses, losses, liabilities, and other damages (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses) connected with, arising out of, and/or related to an Indemnification Claim (regardless of who will or has defended the Indemnified Party against such Claim); (2) an “Indemnification Claim” means any Supplier Misconduct, Supplier’s IP Responsibility, and/or any improper, unlawful, unreasonable, negligent, and/or defect in any action and/or failure to act of Supplier, any of its Affiliates, and/or any of its and/or their Personnel and/or suppliers (including any breach of the Authorized Terms (including any breach of any representation and/or warranty) and/or any allegation of any condition and/or aspect of any Offering that may have resulted from any of the foregoing and/or that existed at (and/or prior to) the time of delivery to Customer, such as may be the case with respect to design, quality, manufacture, packaging, labeling, packing, possession, storage, handling, sale, invoicing, shipping, delivery, defect (whether latent or patent), and/or failure with respect to strict liability in tort, and/or with respect to any related instructions, warnings and/or advertising and/or promotional materials); and (3) a party’s “IP Responsibility” means any Intellectual Property, information, equipment, materials, and/or processes/actions owned by and/or provided by that party (which, in the case of that which is provided by Supplier, includes that which Supplier uses excluding that which is owned by and/or provided by Customer).
   • If requested by Customer, Supplier shall promptly undertake such defense upon demand using counsel approved by a Customer (via a Customer Consent), which approval shall not be unreasonably withheld, delayed, or conditioned. Customer, in its sole discretion, may participate in such defense, at Supplier’s sole cost and expense (including any reasonable attorneys’ fees and other reasonable defense and/or investigation costs and expenses), which shall be payable upon demand (together, “Supplier’s Expense“), but only if Customer uses counsel approved by Supplier, which approval shall not be unreasonably withheld, delayed, or conditioned.
   • Except to the extent the Indemnification Claim relates to any alleged infringement (and/or interference with and/or misappropriation and/or violation) of any Intellectual Property right purportedly held by Supplier, Customer, in its sole discretion and at Supplier’s Expense, may instead elect to defend the Claim on the Indemnified Party’s behalf and at the Indemnified Party’s expense, and, Supplier, in its sole discretion and at Supplier’s Expense, may participate in such defense using counsel approved by a Customer (via a Customer Consent), which approval shall not be unreasonably withheld, delayed, or conditioned.
   • Obligations to defend, indemnify, and/or hold harmless shall survive the delivery of Offerings and any subsequent sale and/or other transfer of Offerings to a third party, and remedies under the Authorized Terms are cumulative and in addition to those provided by law or any other document or agreement.

10. Force Majeure. Supplier and Customer shall be excused from performing when and for so long as performance is impossible due to fire, explosion, physical unavailability or scarcity of raw materials, crime, accident, failure or delay of energy or of other public utilities, war, riot, order or act of military or civil authority, national emergency, insurrection, public disorder, natural disaster ,or unusually severe storm, flood, earthquake, volcanic eruption or other act of God, in each case, through no fault of and beyond the reasonable control of the Party claiming excuse as a result of such circumstance(s) and/or event(s) (each, “Force Majeure“). In the event of Force Majeure affecting one Party, that Party shall promptly notify the other Party and stay in reasonable contact regarding the status of the Force Majeure and its effects.

11. Delivery.
    • If an Accepted Order is labeled (or is otherwise known by the Parties to be) a ‘blanket order’ or a ‘blanket purchase order,’ then regardless of one or more dates/times stated therein, the applicable dates/times for delivery shall be as specified in the body of that Accepted Order, in one or more future releases related to that Accepted Order (which releases may come in the form of Orders, reports, or otherwise as the Parties may agree), and/or as the Parties may otherwise agree.
    • In all other cases, if delivery, required, desired, or preferred dates/times are not set forth in the Description of What is to be Purchased, delivery by Supplier shall be as soon as reasonably possible.
    • Supplier shall inform Customer, via a written or electronic communication/document as soon as practical, and via a follow-up phone call on the same day (to the Customer representative who is assigned by Customer to work with Supplier), if Supplier anticipates that any Offering will be delayed.
    • Late deliveries not caused by Customer are deemed to be a material nonconformance/breach, and Supplier shall promptly investigate for root cause. Supplier shall promptly take necessary steps to correct the root cause of a late delivery.
    • Whenever Customer is the Party responsible for arranging transportation, Supplier shall let Customer know when a delivery is available with a reasonable amount of lead time to enable Customer to make non-expedited arrangements to have it delivered on time (whether Supplier’s applicable delivery is at pickup or is on another delivery term). In all other cases: (1) Supplier shall make an unloading appointment with Customer at least 24 hours in advance (unless the applicable Accepted Order is for same day, next day, or next business-day delivery); and (2) if unloading will require use of machinery larger than a forklift, Supplier shall give Customer at least two business days’ notice before arrival. 11.6 All packages, cases, crates, totes, bags, and other packaging shall be marked with Supplier’s name.
    • Supplier shall provide a packing list to accompany each delivery, and that packing list shall set forth each Offering by part-code, part-number, SKU, or other identifying number and shall specify the quantity of each.
    • Supplier shall send a separate invoice immediately after making each delivery.
    • Customer is not responsible or liable for any boxing, packaging, drayage, carting, and/or other service charges unless included in the price or otherwise specified in the applicable Authorized Terms.
    • Unless otherwise set forth in an Accepted Order (or, if not set forth in an Accepted Order, then except as set forth in another Authorized Term), title to Offerings and risk of loss and/or damage prior to and/or in transit pass from Supplier to Customer DDP (as defined by Incoterms® 2020), and, in any case, Customer is never to be deemed to be, nor will Customer ever be declared to be, the importer and/or the importer of record.
    • Supplier shall not deliver any quantity in excess of that which has been ordered via an Accepted Order.

12. Assignment. Neither the Authorized Terms nor any right or obligation under any of them may be Assigned by: (1) Supplier, without Customer’s prior consent (in a Customer Consent), which consent shall not be unreasonably withheld, delayed, or conditioned; and/or (2) by Customer, without Supplier’s prior consent, which consent shall not be unreasonably withheld, delayed, or conditioned, except that because Customer is owned at least in part indirectly by private equity, Customer may (without requiring the consent of Supplier) in whole or in part do those things otherwise prohibited by this Section 12 without the consent of Supplier to: (a) an individual or entity/organization of demonstrated financial ability to assume the same; (b) a current or future Affiliate of Customer; and/or (c) a successor to all or part of Customer’s business. As used herein, “Assigned” means transferred, delegated, pledged, hypothecated, or otherwise disposed of, in any voluntary or involuntary manner (whether by transfer, merger or reorganization or similar transaction, consolidation, sale of all or substantially all properties and/or assets, acquisition, affiliation, division, conversion, dissolution, liquidation, or otherwise), and the capitalized terms “Assignment“, “Assignor“, and “Assigns” relate to each and all of the foregoing. Any purported Assignment by one Party without the consent required by this Section 12 is null, void, and unenforceable against the other Party. No permitted Assignment shall relieve the Assignor of its obligations incurred prior to the date of the Assignment. Subject to the foregoing, the Authorized Terms and the rights and obligations of the Parties thereunder shall be binding upon and inure to the benefit of the Parties’ successors in interest and permitted Assigns.

13. Insurance.
    • Supplier shall maintain in effect, at its expense, insurance of such types and in such amounts as is commercially reasonable in connection with the conduct of its business, including insurance coverage for its liability and indemnity obligations under the Authorized Terms for the benefit of Customer, each of its Affiliates, and each of its and their Personnel (each, a “Customer Entity“).
    • Each insurance company shall have an overall A.M. Best Rating of A, X or better (as shown at http://www.ambest.com/home/default.aspx).
    • The Supplier Code of Conduct may also apply with respect to coverage and policies pursuant to Section 5.2
    • Supplier shall provide to Customer (or its designee) one or more COIs showing, at a minimum, the coverage/policies described above, upon request. New COIs showing, at a minimum, the coverage/policies described above shall be provided annually thereafter.
    • Supplier shall provide to Customer at least 30 days’ advance written notice of cancellation, non-renewal, or material change of each coverage/policy, but such notice is not required to come from Supplier’s insurance broker/company.
    • Each coverage/policy (except as it relates to workers’ compensation insurance if Supplier does not perform staffing services) and the COIs shall name the following as an additional insured: Urus Group LP and its direct and indirect parents and affiliates and its and their direct and indirect subsidiaries and divisions, 2323 Crossroads Drive, Suite 500, Madison, WI 53718, U.S.A. If Supplier provides a tangible Offering or if Supplier or any of its Personnel may drive a vehicle on behalf of a Customer Entity, then additional insured coverage shall be on a primary noncontributory basis and the waiver of subrogation entity shall be “Urus Group LP and its direct and indirect parents and affiliates and its and their direct and indirect subsidiaries and divisions”, and the COIs shall reflect the same.

14. Amendments/Modifications; Waivers.
    • No Signed Agreement may be amended/modified by either Party unless each Party amends/modifies it via a Duly Signed Writing using a form of the word “amends” therein. As used herein: (1) a “Duly Signed Writing” or a “duly signed writing” means a writing signed via handwriting/wet-ink or signed via an electronic signature authorized by Section 28 below, in each case, delivered via non-electronic means or delivered via the electronic means authorized by Section 28 below, and (2) a “Customer Consent” is Customer’s consent set forth in a Duly Signed Writing.
    • Except to the extent otherwise expressly authorized in any other Authorized Term, neither Party may amend/modify any other Authorized Term without the other Party’s consent via a Duly Signed Writing.
    • None of the Authorized Terms may be waived by Customer unless waived via a Customer Consent.
    • No waiver shall constitute a waiver of any other identical, similar, future, and/or other breach or matter.
    • No waiver, amendment, and/or modification made in a Statement of Work shall be applicable to any future and/or other Statement of Work.
    • Any delay or failure by either Party to exercise any right or remedy shall not constitute a waiver by that Party to thereafter enforce such right and obtain such remedy.
    • Payment by Customer of any invoice shall not be deemed to be an acceptance of any Offering nor a waiver by Customer of any rights and/or remedies it may have.

15. Rights and Remedies. Notwithstanding anything to the contrary: CUSTOMER SHALL RECEIVE THE FULL AND COMPLETE PROTECTION AFFORDED BY THE UNIFORM COMMERCIAL CODE AS ADOPTED BY WISCONSIN (THE “CODE“) AND ALL OTHER APPLICABLE LAWS, ORDERS, RULES, AND REGULATIONS (TOGETHER, THE “LAW“) IN RELATION TO WARRANTIES, REMEDIES, AND ALL OTHER RIGHTS OF A BUYER UNDER THE CODE AND THE LAW WITHOUT ANY DISCLAIMER, LIMITATION, AND/OR ANY OTHER RESTRICTION, WHETHER IMPOSED BY SUPPLIER, THE CODE, THE LAW, OR OTHERWISE (UNLESS LEGALLY REQUIRED SOLELY BY THE CODE AND/OR THE LAW).

16. Severability. If any term or condition (or any portion of any term or condition) in any Authorized Terms is held to be invalid, illegal, or unenforceable, then to the extent allowed by law: (1) the same shall be construed and enforced so as to best effectuate the original intention of the Parties; and (2) such invalidity, illegality, or unenforceability shall not affect any other term or condition therein or the whole thereof.

17. Notices.
    • Each Party shall provide notices under the Authorized Terms in writing (and not electronically) and will be deemed received upon the earlier of actual or constructive receipt, five days after mailing if mailed postage prepaid by certified or registered mail or airmail, return receipt requested, or one day after such notice is sent by nationally recognized overnight mail or courier (subject to confirmation of delivery) to the address listed in the Authorized Terms as the address to use for purposes of notices (or if no address is so designated, to its registered agent within the state or country of its organization/formation), or to such other address as may be designated in a Duly Signed Writing as the address to use for purposes of notices. Notices to Customer must include a copy sent simultaneously to: [email protected].
    • EACH PARTY IRREVOCABLY CONSENTS THAT THE MAILING OF PROCESS OR OTHER PAPERS IN THE MANNER PROVIDED IN THIS SECTION 17 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

18. Intellectual Property. Each Party shall retain sole ownership of all right, title, and interest in and to all of its Intellectual Property except to the extent express stated otherwise in the applicable Signed Writing and/or Specific Terms. As used herein, “Intellectual Property” means all United States and international patents, copyrights, trademarks, service marks, trade names, symbols, logos, trade secrets and know-how, the content and materials on website, ideas, methods, and other proprietary rights in intellectual property of whatever type whatsoever, as well as confidential and/or proprietary material, whether in visual, oral, written, and/or electronic form.

19. Confidentiality and Safety. If one Party will be at the other Party’s premises and/or at another location designated by such other Party (including during delivery): (1) the visiting Party shall follow (and shall ensure that its Personnel follow) all reasonable safety and security rules and procedures, as communicated to it and/or its Personnel from time to time; (2) the visiting Party and its Personnel may first be required to sign a reasonable confidentiality agreement and/or other reasonable agreements governing the visit (such as those that restrict the use of a camera or other recording device); and (3) the visiting Party shall comply (and shall ensure that its Personnel comply) with any such agreements.

20. EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION. Supplier certifies that it/he/she abides by, and Supplier agrees at all times to abide by, the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) (in accordance with Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, Executive Order 11758, the Vietnam Era Veterans Readjustment Act of 1974 and Executive Order 11701) as applicable and as amended from time to time. Each of such regulations is hereby incorporated herein by reference as if fully restated herein. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Supplier shall also, as applicable, abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under U.S. federal labor laws.

21. Sanctions and Export Compliance Policy. Supplier shall comply with the URUS GROUP’s Sanctions and Export Compliance Policy located at https://www.urus.org/SanctionsPolicy.

22. Governing Law; Exclusive Jurisdiction.
    • Except as required by U.S. federal law, each of the Authorized Terms, the Supplier Code of Conduct, each other written or electronic communication/document in connection with any of the foregoing, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of any agreement between the Parties (whether sounding in contract, warranty, tort. or otherwise) shall: (1) be governed, construed, and enforced in all respects (including as to validity, construction, interpretation, capacity, performance, and effect) by and in accordance with the internal laws of the State of Wisconsin, U.S.A., without regard to conflicts of laws rules; and (2) not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended (collectively, the “Conventions”). For the avoidance of doubt, the Conventions are hereby excluded.
    • ANY LITIGATION/ACTION SHALL BE BROUGHT EXCLUSIVELY IN DANE COUNTY, WISCONSIN, U.S.A. EACH PARTY IRREVOCABLY CONSENTS AND SUBMITS (IN THE CASE OF LITIGATION/ACTION) TO THE

JURISDICTION OF SUCH U.S. FEDERAL AND STATE COURTS LOCATED IN WISCONSIN AND WAIVES THE RIGHT TO CHANGE VENUE. SUCH WISCONSIN STATE AND FEDERAL COURTS SHALL CONSTITUTE THE EXCLUSIVE COURTS OF COMPETENT JURISDICTION AND VENUE FOR PURPOSES OF ANY DISPUTE (INCLUDING ALL QUESTIONS OF JURISDICTION). 

• Notwithstanding the means and methods of resolving any dispute between the Parties and/or the location thereof: (1) a judgment in any action and/or a decision in any arbitration may be enforced in any other jurisdiction by suit on the judgment/decision; and (2) any action for equitable relief may be brought in any court having personal jurisdiction over the defendant.

23. Non-U.S. Entities/Organizations. If Supplier is not a U.S. resident or an entity/organization organized under the laws of any U.S. state, and if Customer so elects (in its sole discretion), notwithstanding anything to the contrary, each dispute arising out of or in connection with the Authorized Terms, the Supplier Code of Conduct, each other written or electronic communication/document in connection with any of the foregoing, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of any agreement between the Parties (whether sounding in contract, warranty, tort. or otherwise) will be referred to and finally resolved by arbitration under the rules of or by the London Court of International Arbitration (the “LCIA Rules“), which LCIA Rules are deemed to be incorporated into (as if fully restated in) this Agreement, where: (1) the number of arbitrators shall be one; (2) the language to be used in the arbitral proceedings shall be English; and (3) the seat, or legal place, of arbitration shall be: (a) Madison, Wisconsin, S.A. if this Agreement (or any portion thereof) is incorporated into any Signed Agreement and if any state or federal court in the United States would have personal jurisdiction over Supplier whether by agreement or otherwise, and if not, (2) Amsterdam, the Netherlands. 

24. Independent Contractors. Nothing contained in this Agreement, any other Authorized Terms, any Customer Consent, and/or any other written or electronic communication/document in connection with any of the foregoing is intended to constitute or create an agency, a joint venture, a partnership, and/or a formal business organization of any kind. The status of the Parties with respect to one another is that of independent contractors.

25. Product of Negotiation. Each Signed Agreement is the product of negotiation and shall be deemed to have been drafted by both of the Parties, and any rule of law or any legal decision that would require interpretation of any claimed ambiguities herein and/or therein against the Party that drafted it has no application and is expressly waived by the Parties.

26. Survival. Upon the expiration or termination of any Signed Agreement and/or Accepted Order, all rights and obligations of the Parties thereunder relating thereto (except as it relates to: (1) any open Statement of Work under any Master Agreement unless and until the Statement of Work itself is has expired/terminated, and/or (2) any open Accepted Orders under any Signed Agreement unless and until the Accepted Order itself has expired/terminated) shall automatically terminate except for any right of action occurring prior to termination/expiration and payment obligations and other terms and conditions that expressly and/or by implication are intended to survive termination/expiration (including any that pertain to limitation of liability, indemnity, representations and warranties, title, confidentiality, and this survival provision).

27. Headings. Headings and captions in the Authorized Terms and/or Customer Consents and any tables of contents are inserted and used solely for convenience of reference and shall not control or otherwise affect interpretation.

28. Electronic Delivery; Electronic Signatures.
    • Each Party consents to the use of electronic delivery of communications/documents, and each such electronic delivery is deemed to have the same legal effect as hand delivery, where examples of electronic delivery include a sent email, an upload to a web portal, or a submission using software such as DocuSign®. Each Party further consents to the use of electronic signatures on and within communications/documents, and each such electronic signature is deemed to have the same legal effect as an original, wet-ink signature, where examples of an electric signature include a .pdf or other copy of a handwritten signature or a signature in the form of one or more keystrokes or movements using electronic devices (such as checking a box with a keystroke, signing using a mouse, signing using software such as DocuSign® or Adobe®, or otherwise), except that each of the foregoing, to be binding against Customer, must have the appearance of a cursive signature. No Party may object to the use of such authorized electronic signatures or such authorized electronic delivery as a defense to the formation of a contract, forever waiving any and all such defenses, except, in each case, those defenses that would have been available were the communication/document a handdelivered, original, wet-ink signed document.
    • Notwithstanding the foregoing, however, a typed name in the body or closing of an email or in a text message is not deemed to be an electronic signature or an intention to make an agreement by electronic means unless otherwise stated explicitly within such email or text message.

29. Counterparts. Each Signed Agreement may be signed in separate counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same document.

30. More Definitions; Interpretation. As used in this Agreement, Signed Agreements, Customer Consents, Orders, Specifications, the Supplier Code of Conduct, and other written or electronic communications/documents in connection with any of the foregoing: (1) the phrase “such as” and the phrase “for example” each means ‘for example, but not by way of limitation’; (2) a capitalized term that is a grammatical form of a defined term has a corresponding meaning; (3) the word “including” and “includes” and any other similar expressions are not words of limitation, but rather indicate concepts such as ‘including, but not limited to’ and ‘includes, but is not limited to’; (4) wherever appropriate, the singular includes the plural, and the plural includes the singular; (5) words importing one gender include all other genders and expressions of non-gender; (6) references to a “Party” included that Party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation), and permitted Assigns; (7) “Affiliates” of a specified entity/organization means all other entities/organizations that are directly or indirectly controlled by, controlling, or under common control with such specified entity/organization, where “control” (including, with its correlative meanings, “controlling“, “controlled by” and “under common control with”) means the direct or indirect ownership of at least fifty percent (50%) of the voting securities or equity interests, or the ability to direct the management and policies, of such entity/organization through ownership, contract, or otherwise; (8) the “Description of What is to be Purchased” means what Customer is offering/ordering/requesting with respect to price, quantity, identification (such as name, number/SKU, and/or other Specifications), date(s), location(s), quality (such as ‘new’ or ‘used’), delivery term(s) (such as ‘pickup’), and Supplier’s Payment Terms (where “Supplier’s Payment Terms” means the amount of time, if any, between Customer’s receipt of Supplier’s invoice and the due date(s) for payment of such invoice, as such time has been agreed to in a Signed Agreement and/or in the applicable Accepted Order), in each case, which may be contained in an Accepted Order; (9) “Personnel” means agents, representatives, officers, owners, members, directors, managers, employees, and subcontractors (and the agents, representative, officers, owners, members, directors, managers, employees, and subcontractors of such subcontractors) and/or any and/or each of them; and (10) “Supplier Misconduct” means each of: (1) Supplier’s breach of any representation, warranty, covenant, and/or other term and/or condition in this Agreement and/or any other Authorized Term; and/or (2) any negligence, willful misconduct, fraud, and/or other tortious act and/or tortious failure to act of Supplier, any of its Affiliates, and/or any of its and/or their Personnel.

31. LIMITATION OF LIABILITY; ENFORCEABILITY. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE OFFERINGS AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN CUSTOMER AND SUPPLIER.

32. REVISIONS. THIS TS&CS AGREEMENT IS SUBJECT TO CHANGE (INCLUDING BY ADDITION, MODIFICATION, AND/OR DELETION) BY CUSTOMER AT ANY TIME WITHOUT NOTICE. THE LATEST VERSION WILL BE POSTED AT HTTPS://WWW.URUS.ORG/TSCSFORPURCHASES.