URUS GROUP v02 2026.05.01

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 accepts orders and only provides its offerings (whether goods, items, rights, services, and/or other deliverables) pursuant to such member’s written and/or electronic terms and conditions for sales, which can be obtained from its representative and which include, but are not limited to, this document (this “Ts&Cs Agreement“); (2) such member’s acceptance of orders and its provision, and your acceptance, of such offerings are expressly made conditional on your assent to all of such terms and conditions; and (3) if you (directly or indirectly) order or receive (after indicating a desire for) any such offering, 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 customer that orders, purchases, receives, and accepts one or more offerings (whether goods, items, rights, services, and/or other deliverables) of a member of the URUS GROUP, and the term “Supplier” means the member of the URUS GROUP that accepts such 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 Supplier’s other written and/or electronic terms and conditions for sales that can be obtained from Supplier’s representative (each of the foregoing, a “Specific Term“), including on Supplier’s website, and except to the extent otherwise agreed to in a Duly Signed Writing by Customer and Supplier addressing the subject matter hereof and/or thereof (each, a “Signed Agreement“), which Signed Agreement takes precedence over any conflicting Specific Term and over this Ts&Cs Agreement (all such Signed Agreements, Specific Terms, and this Ts&Cs Agreement, this “Agreement“):

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 Supplier’s acceptance of an Order and each provision of an Offering (directly or indirectly) is expressly made conditional on assent to this Agreement, and by providing any Order for any Offering, by receiving (after indicating a desire for) any such Offering, Customer shall be bound by this Agreement, whether or not Customer acknowledges or otherwise signs it, and such Order/receipt constitutes Customer’s assent to this Agreement.
   • This Ts&Cs Agreement and the Specific Terms are 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“) related to this Agreement. If a specific version of this Ts&Cs Agreement is not referenced therein or attached thereto, the version that is applicable thereto is the version of this Ts&Cs Agreement posted at https://www.urus.org/TsCsforSale on the date of such Signed Agreement, Order, or communication/document, and to the extent specific versions of the Specific Terms are not referenced therein or attached thereto, the versions that are applicable thereto are the versions posted on Supplier’s website 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.
   • All Orders are subject to Supplier’s acceptance or rejection in whole or in part. Customer shall never allege that an Order or change to or cancelation of an Order is ever accepted (whether in whole or in part) unless any such acceptance is in a written or electronic communication using a form of the word “Accept”. Once an Order is submitted, no revocation of, change to, alteration of, or cancellation of that Order by (or on behalf of) Customer is effective, except to the extent accepted by Supplier.
   • As it relates to any Order that is accepted by Supplier (an “Accepted Order“): (1) the delivery date that is last communicated to Customer does not become final/accepted until it is less than two business days away, and the Offering’s availability last communicated to Customer does not become final/accepted until such Offering is delivered.
   • 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 pre-printed 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)). ANDY ACCEPTED 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. Customer shall never allege that any prior course of dealing, usage of trade, and/or verbal agreement not reduced to writing as a Supplier Consent is binding on Supplier.

• Accepted Orders are binding on Customer and Supplier subject to the Authorized Terms, but Supplier is not required to accept any future and/or additional Orders (and Supplier does not guarantee that it will supply Customer’s requirements, nor does Supplier guarantee any other quantity/volume and/or that Customer has any exclusivity), except, in each case, to the extent otherwise unequivocally agreed to by Supplier (such as would be the case if set forth explicitly as a Supplier ‘GUARANTEE’ (using that word or a variation thereof directly in connection therewith) in an applicable Signed Agreement. Supplier does not otherwise guarantee the availability of its Offerings and, as such, shall not be liable for Allowances or other costs or deductions when Offerings are not available.

3. Allowances. If, in Supplier’s sole discretion, Supplier ever offers to provide any allowance, credit, refund, billback, discount, marketing fund, merchandising fund, or other trade fund, promotional payment, etc. (each, an “Allowance“), Supplier is not be liable to pay it if there has not been full compliance with its terms and conditions. For example, Supplier’s resellers may be required to pass through to their direct and/or indirect customers the Allowance in order to qualify for it. Failing to do so would mean that Supplier is not liable for any such Allowance. As a further example, without limitation, if an allowance has a specific time period during which it is applicable, Supplier is not liable for that Allowance to the extent related to services performed outside of that time period.
4. Payments; Obligations of Customer.
   • Customer shall pay interest on all past due amounts (from the date they are past due) at a rate that is equal to the lesser of 1.5% per month or the maximum amount allowed by law. To the extent permitted by law, Customer shall also pay all costs and expenses involved in collection (including, but not limited to, attorneys’ fees and expenses) as well as administrative fees. Supplier may suspend any and/or all performance until all past due amounts have been paid.
   • Customer shall not set off any payment obligations under the Authorized Terms.
   • Customer shall comply with all applicable Laws and shall not permit or engage in any other Customer Misconduct. Customer shall permit audits to verify compliance with the foregoing by Supplier and/or Supplier’s third-party representatives. Supplier agrees that such auditor will act in good faith to minimize any disruption to Customer.
5. 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 expressly stated otherwise in the applicable Signed Writing and/or Specific Terms.  
6. Confidentiality.
   • Nondisclosure and Nonuse.
     • Recipient shall maintain all Disclosed Confidential Information in strict confidence and shall not Disclose any such Disclosed Confidential Information other than to its Representatives and as Compelled by Law. Recipient acknowledges the confidential and secret nature of the Disclosed Confidential Information and its extreme value to Discloser, and Recipient shall take reasonable precautions to protect Disclosed Confidential Information from unauthorized use, Disclosure, or possession, including all precautions Recipient employs with respect to its own confidential and/or proprietary information, material, and data of a similar nature that it does not wish to be public, but in any case, no less than reasonable care.
     • Recipient shall remain responsible for the actions and inactions of its Representatives (to whom Recipient has Disclosed the Disclosed Confidential Information) in connection with the Disclosed Confidential Information as if each such Representative were bound by the terms and conditions of this Agreement as Recipient. If an act or omission of such a Representative would, if committed by Recipient, constitute a breach of this Agreement, such act or omission shall constitute a breach of this Agreement by Recipient.
     • Recipient shall use Disclosed Confidential Information only for the Purpose and not for any other purpose, and Recipient shall not use such Disclosed Confidential Information in any manner except as reasonably required for the Purpose. Recipient shall not reproduce, reverse engineer, or create derivative works from Disclosed Confidential Information without the Discloser’s signed, written consent (except that copies may be made for the Purpose if used exclusively by Recipient and its Representatives pursuant to this Agreement as such copies remain Disclosed Confidential Information hereunder).
     • Nothing in this Agreement obligates a Party to make any particular Disclosure of Confidential Information.
     • Recipient shall promptly notify the Discloser of any unauthorized use, Disclosure, or possession of Disclosed Confidential Information that comes to Recipient’s attention.
     • Upon the written or electronic request of Discloser, Recipient shall promptly cease use of the Disclosed Confidential Information and either return or destroy/delete/erase the same; however, the foregoing does not require any action to return/destroy/delete/erase Backed Up/Retained Confidential Information. Upon request, an officer or director (or, if there are none, one of the most senior leaders) of Recipient shall promptly certify the successful completion of the foregoing return and/or destruction/deletion/erasure.
     • As between the Parties, Discloser retains all right, title, and interest in and to the Disclosed Confidential Information (including all Intellectual Property rights therein and thereto), and nothing in this Agreement grants or confers any such right to Recipient by license or otherwise.
   • Compelled Disclosure. Notwithstanding anything to the contrary herein, Recipient may Disclose Disclosed Confidential

Information if and to the extent Compelled by Law. Recipient shall promptly notify, to the extent practicable and lawful, Discloser in writing of such demand for Disclosure. Discloser, at its sole expense, may seek to make such Disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Disclosed Confidential Information or to narrow the scope of the Disclosed Confidential Information that must be Disclosed as Compelled by Law. Recipient shall not oppose and shall reasonably cooperate with efforts by Discloser with respect to any such request for a protective order or other relief, and Recipient shall comply with any successful revocation of or revision to the original request to Disclose as Compelled by Law. Notwithstanding the foregoing, if Discloser is unable to legally seek or obtain or does not seek or obtain a protective order (or other narrowing of the scope) and if Disclosure is Compelled by Law, Recipient may Disclose such Disclosed Confidential Information in compliance therewith without liability under this Agreement.

• Confidentiality Term. This Section 6 shall remain in effect for the Disclosure Period. Notwithstanding the foregoing, Disclosed Confidential Information shall be subject to the obligations of this Section 6 for the Confidentiality Period.
• Legal Remedies. Recipient acknowledges that Disclosed Confidential Information was developed or obtained by Discloser (and/or its Affiliates) by investment of significant time, effort, and/or expense, that such Disclosed Confidential Information provides the Discloser (and/or its Affiliates) with a significant competitive advantage in its business(es), and that any violation or threatened violation of this Agreement (for example, unauthorized use and/or Disclosure of Disclosed Confidential Information by Recipient or any of its Representatives (to whom Recipient had Disclosed the Disclosed

Confidential Information) and/or unauthorized possession of Disclosed Confidential Information) may cause Discloser (and/or its Affiliates) immediate and irreparable harm and/or loss (which may be difficult to ascertain and which may not be adequately compensated by damages at law), and therefore, in addition to Discloser’s other available forms of relief, Discloser shall be entitled to seek injunctive relief restraining Recipient’s violation or threatened violation of this Agreement without proof of actual monetary damages and without any requirement for the securing and/or posting of any bond or other security in connection with such remedy.

7. On Site Confidentiality and Safety. If one Party will be at another 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 if signed.
8. Certain Compliance Requirements.
   • Equal Employment Opportunity Certification. To the extent Customer operates in the U.S.A.: Customer certifies that it/he/she abides by, and Customer 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 into this Agreement 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. To the extent Customer operates in the U.S.A.: Customer 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.

• Sanctions and Export Compliance Policy. Customer shall comply with the Sanctions and Export Compliance Policy located at https://www.urus.org/SanctionsPolicy, which is hereby deemed to be incorporated into this Agreement as if fully restated herein.
• Anti-Bribery and Anti-Corruption Policy. Customer shall comply with the Anti-Bribery and Anti-Corruption Policy, if applicable, located at https://www.urus.org/AntiBriberyPolicy, which is hereby deemed to be incorporated into this Agreement as if fully restated herein.

9. Liability and Indemnity.
   • Products Liability of Supplier; LIMITATIONS OF LIABILITY.
     • LIMITATION OF LIABILITY; DISCLAIMER OF IMPLIED WARRANTIES; DISCLAIMER OF REPRESENTATIONS OUTSIDE OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE OTHER AUTHORIZED TERMS, SUPPLIER HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS AND/OR WARRANTIES (INCLUDING ANY

WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR

NONINTERFERENCE AND/OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, AND/OR

EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION). THE FOREGOING DISCLAIMER DOES NOT AFFECT THE TERMS OF ANY WARRANTY FROM THIRD PARTIES (THAT ARE NOT SUPPLIER’S AFFILIATES AND/OR ITS

AND/OR THEIR PERSONNEL). IF SUPPLIER HAS PROVIDED NO WARRANTY IN THE OTHER AUTHORIZED

TERMS, THEN TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OFFERING IS PROVIDED BY SUPPLIER “AS IS” AND “WITH ALL FAULTS” WITHOUT ANY WARRANTIES WHATSOEVER, AND CUSTOMER

IS NOT RELYING ON ANY DESCRIPTION, STATEMENT, SPECIFICATION, PHOTOGRAPH, ILLUSTRATION OR OTHER COMMUNICATION REPRESENTING THE OFFERING. ANY WARRANTY THAT THE LAW DOES NOT

RECOGNIZE AS BEING DISCLAIMED OR WAIVED IS LIMITED TO THE DURATION OF TEN (10) DAYS OR SUCH

LONGER TIME AS MAY BE REQUIRED BY APPLICABLE LAW. Unless otherwise stated in the other Authorized Terms or required by law, any description of an Offering is for identification purposes only, and Customer assumes all risks, including responsibility for damage to persons and property, arising out of and/or related in any way to the Offering, and, in such case, Customer expressly waives any claim that it may have against Supplier based on any product liability and/or any infringement and/or alleged infringement of any Intellectual Property rights (each a “Product Liability Claim”) with respect to the Offering and also waives any right to indemnification from Supplier from and/or against any such Product Liability Claim made against Customer by a third party, in each case, to the fullest extent permitted by applicable law.  

9.1.2. LIMITATION OF LIABILITY; WAIVER. Notwithstanding anything to the contrary and to the maximum extent permitted by law, IN NO EVENT SHALL SUPPLIER AND/OR ANY OF ITS AFFILIATES (AND/OR ANY OF ITS OR THEIR PERSONNEL, SUCCESSORS, AND/OR ASSIGNS) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON (WHETHER AN INDIVIDUAL, ENTITY/ORGANIZATION, OR OTHERWISE) FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, INDIRECT,  CONSEQUENTIAL, AND/OR SPECIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOST BUSINESS, LOST AND/OR CORRUPTED DATA, LOST PROFITS, LOST SAVINGS, DAMAGE TO GOODWILL AND/OR REPUTATION, AND/OR DEGRADATION IN VALUE OF BRANDS, TRADE NAMES, SERVICE NAMES, AND/OR SERVICE MARKS) EVEN IF IT/HE/SHE HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, FAILURE TO WARN, AND/OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, AND/OR OTHERWISE, AND REGARDLESS OF THE FORM OF DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, AND/OR LOSS.

9.1.3. LIMITATION OF LIABILITY; LIABILITY CAP. IN THE EVENT OF ANY LIABILITY INCURRED BY SUPPLIER AND/OR ANY OF ITS AFFILIATES AND/OR ANY OF ITS AND/OR THEIR PERSONNEL, THEIR AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL IN NO EVENT EXCEED THE

AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FOR THE PORTION OF THE OFFERING THAT

IS THE SUBJECT OF THE CLAIM; provided, however, that for the avoidance of doubt, no liquidated damages owed by one Party to another Party under this Agreement shall be deemed to be limited by the foregoing sentence, and the foregoing shall not be interpreted to limit Supplier’s rights and remedies to collect the payments and/or reimbursements described in the Authorized Terms, including the full purchase price (even though part of the purchase price is profit).

9.1.4. LIMITATION OF LIABILITY; REMEDIES. Customer may not institute any action in any form more than one year after the cause of action has arisen. Supplier shall have no liability to any subsequent purchaser of any Offering and/or to the ultimate or other user of any Offering, in contract, tort, warranty, strict liability, and/or otherwise. Customer’s exclusive right for recovery in connection with any defective Offering is limited to repair, replacement, reperformance, or refund (at Supplier’s option) of such Offering, except for any express obligations of Supplier under the Authorized Terms in connection with any governmentally-mandated recall and the reimbursement of third-party costs and losses, in each case, to the extent they are direct, actual, and reasonable and directly caused by such governmentally-mandated recall.

9.1.5. 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.

9.2. Indemnification. Supplier shall indemnify, defend (at Customer’s election), and hold harmless Customer, its Affiliates, and its and their Personnel from and against any and all direct and third-party (including governmental entities’/agencies’/authorities’ and Customer’s Personnel’s) Claims that are connected with, arise out of, and/or are related to (and in connection with defense obligations and the costs thereof, Claims that are allegedly connected with, arise out of, and/or are related to) any Customer Misconduct and any and all associated Losses.

10. Miscellaneous.
    • Intentionally Omitted.
    • 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 11.2 below, in each case, delivered via non-electronic means or delivered via the electronic means authorized by Section 11.2 below, and (2) a “Supplier Consent” is Supplier’s consent set forth in a Duly Signed Writing.
      • Except to the extent otherwise expressly authorized in any other Authorized Term, no Party may amend/modify any other Authorized Term without the other Parties’ consent via a Duly Signed Writing.
      • None of the terms and conditions of this Agreement may be waived by Supplier unless waived via a Supplier 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.
    • Severability. Each Party agrees that each of the obligations under this Agreement is separate, independent, and divisible from the others. 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.
    • Successors and Assigns.
      • Neither this Agreement nor any right or obligation under this Agreement may be Assigned by Customer, without Supplier’s prior consent. Supplier may freely Assign this Agreement.
      • Any purported Assignment by one Party without the consent required by this Section 10.4 is null, void, and unenforceable against the other Parties.
      • No permitted Assignment shall relieve the Assignor of its obligations incurred prior to the date of the Assignment.
      • Subject to the foregoing, this Agreement and the rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the Parties’ successors in interest and permitted Assigns.
    • Notices.
      • Each Party shall provide notices under this Agreement in writing (and not electronically, although copies of notices may be provided electronically), and such notices will be deemed received upon the earlier of: (1) actual or constructive receipt; (2) seven (7) days after mailing if mailed from the U.S.A. to an addresses within the U.S.A., postage prepaid, by certified or registered mail or airmail, return receipt requested; (3) fourteen (14) days after mailing if mailed from one country and sent to a different country or to the same country when such country is not the U.S.A., in each case, postage prepaid, with proof of receipt requested if an option in the sending country; (4) one day after such notice is sent by internationally recognized overnight mail or courier (subject to confirmation of delivery); or (5) two days after such notice is sent by internationally recognized two-day mail or courier (subject to confirmation of delivery), in each case, to the address listed in this Agreement 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 by the receiving Party as the address to use for purposes of notices. Notices to Supplier must include a copy sent simultaneously to: [email protected].

• EACH PARTY IRREVOCABLY CONSENTS THAT THE SENDING OF PROCESS IN THE MANNER PROVIDED IN THIS SECTION 10.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

• Governing Law; Disputes.
  • Except as required by U.S. federal law, this Agreement, each other written or electronic communication/document in connection with 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 (in each case, 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 Governing Jurisdiction, without regard to conflicts of laws rules, where “Governing Jurisdiction” means the State of Wisconsin, U.S.A.; and (2) not be governed by the provisions of the Conventions. For the avoidance of doubt, the Conventions are hereby excluded.
  • ANY LITIGATION/ACTION SHALL BE BROUGHT EXCLUSIVELY IN THE RESOLUTION JURISDICTION, where “RESOLUTION JURISDICTION” means Dane County, Wisconsin, U.S.A. EACH PARTY IRREVOCABLY CONSENTS AND SUBMITS (IN THE CASE OF LITIGATION/ACTION) TO THE JURISDICTION OF THE COURTS LOCATED IN THE RESOLUTION JURISDICTION (AS SUCH TERM IS DEFINED) AND, TO THE EXTENT ALLOWABLE BY LAW, WAIVES THE RIGHT TO CHANGE VENUE. COURTS IN THE RESOLUTION JURISDICTION (AS SUCH TERM IS DEFINED) SHALL CONSTITUTE THE EXCLUSIVE COURTS OF COMPETENT JURISDICTION AND VENUE FOR PURPOSES OF ANY DISPUTE (INCLUDING ALL QUESTIONS OF JURISDICTION).
  • If Customer is not a U.S. resident or an entity/organization organized under the laws of any U.S. state, there may be no legal means to bring Customer to court in the U.S. and/or there may be no legal means to effectively enforce a judgment by a court in the U.S. against Customer. As a result, if Customer is not a U.S. resident or an entity/organization organized under the laws of any U.S. state, then notwithstanding anything to the contrary (other than as set forth in Section 10.6.4 below), each dispute arising out of or in connection with this Agreement, each other written or electronic communication/document in connection with this Agreement, 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 an agreement between the Parties regarding the subject matter hereof (in each case, whether sounding in contract, warranty, tort. or otherwise) will be referred to and finally resolved by arbitration under 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 in the Arbitration Jurisdiction, where “Arbitration Jurisdiction” means, Madison, Wisconsin, U.S.A.
  • 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.
• Independent Contractors. Nothing contained in this Agreement, any other Authorized Terms, any Supplier 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.
• Product of Negotiation. Each Signed Agreement is the product of negotiation and shall be deemed to have been drafted by all 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.
• 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). For any such open Accepted Orders or open Statement of Works under which Customer has ordered goods or services from Supplier, Customer shall pay Supplier in advance or cash on delivery (COD), as Supplier elects in its sole discretion.

• Currency; Set Off.
  • All currency or funds referred to in this Agreement and all payments to be made under this Agreement shall be in the currency set forth in the Order. Supplier assumes no risk of currency exchange-rate fluctuation.
  • The sale price for the applicable goods and service, and any applicable charges, shall be paid by Customer. CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO SET OFF. Supplier reserves the right to set off any amounts due Customer against any past due amounts owed by Customer.
• Intentionally Omitted.
• Force Majeure Event. Supplier is not responsible for, and shall not be liable for any Losses resulting from, any delay and/or inability to perform if due to the following (the following, each, a “Force Majeure Event“): any situation, event, and/or circumstance whose cause is beyond such Party’s reasonable control, which includes those that are an act of God (including any hurricane, typhoon, drought, flood, earthquake, lightning, snowstorm, or other adverse weather condition or natural calamity); an act or threat of war (including, but not limited to, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, rebellion, revolution, insurrection, military, or usurped power, or civil war), terrorism, civil disorder, act of public enemy, nuclear or utility incident, manmade environmental or natural calamity, ire, transportation facilities, explosion, fire, embargo, change (including addition, modification, and/or deletion) in any Law, biosecurity hazard, epidemic, pandemic, infectious disease, illness, injury, famine, plague, quarantine, travel restriction, accident, sabotage, or damage to tangible property; a riot, lockout, walkout, strike, slowdown, injunction, or labor dispute, disruption, or controversy, in each case, even if reasonably preventable by Supplier by acquiescing to labor’s demands; a delay in transportation; or a delay, disruption, or shortage of energy, power, water, utilities, labor, materials, supplies, equipment, or facilities, including a delay or failure of a carrier or a third-party supplier selected by Supplier to be used in Supplier’s performance, to provide that which is reasonably required for performance of such obligations. In the event of a Force Majeure Event affecting one Party, that Party shall promptly notify the other Parties and stay in reasonable contact regarding the status of the Force Majeure Event and its effects. Deliveries omitted in whole or in part while such inability may be canceled, without liability, by Supplier.

11. Liquidated Damages Generally. By describing any liquidated damages in this Agreement, each of the Parties agrees that it may be difficult to calculate damages from the nonconformance, default, and/or breach to which the liquidated damages apply and each stipulates that such liquidated damages are a genuine pre-estimate and a fair reflection of those Losses the injured Party would suffer, are intended to remove the uncertainty, cost, and complexity of proving actual damages, and accurately reflect damages to the injured Party, in each case, as a result of such nonconformance/default/breach to which the liquidated damages apply, and such liquidated damages are the injured Party’s sole and exclusive right and remedy for such nonconformance/default/breach (but shall not limit the injured Party’s other rights and remedies, including those with respect to nonconformities/defaults/breaches to which liquidated damages do not apply and rights and remedies in connection with any other breach of a covenant, representation, and/or warranty and/or of this Agreement).
    • Language. The Parties mutually agree that this Agreement is stated in the English language only.
    • Electronic Delivery; Electronic Signatures.
      • Except for legal notices, 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® or Adobe®. 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 Supplier, 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 hand-delivered, 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.
    • 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.
    • Interpretation. As used in this Agreement, Signed Agreements, Supplier Consents, Orders, Specifications, and other written or electronic communications/documents in connection with any of the foregoing:
      • The phrases “such as” and “for example” and any other similar expressions are not words of limitation, but rather mean “for example, but not by way of limitation”.
      • The words “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”.
      • A capitalized term that is a grammatical form of a defined term has a corresponding meaning.
      • Words importing one gender include all other genders and expressions of non-gender.
      • References to a Party include that Party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation), and permitted Assigns.
      • Intentionally Omitted.
      • Headings, captions, and any tables of contents are inserted and used solely for convenience of reference and shall not control or otherwise affect interpretation.
      • Wherever appropriate (which includes in connection with the word “any”), the singular includes the plural, and the plural includes the singular.  

12. Additional Definitions. As used in this Agreement, Signed Agreements, Supplier Consents, Orders, Specifications, and other written or electronic communications/documents in connection with any of the foregoing:
    • “Accepted Orders” has the meaning ascribed to it in Section 2.2.
    • “Affiliates” of a specified entity/organization/person means all other entities/organizations/persons who are directly or indirectly controlled by, controlling, or under common control with such specified entity/organization/person, 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/person through ownership, contract, or otherwise.
    • “Agreement” has the meaning ascribed to it in the opening paragraphs of this document.
    • “Allowance” has the meaning ascribed to it in Section 3.
    • “Appendix” means an appendix, exhibit, or addendum attached to any other part of this Agreement unless expressly stated otherwise.
    • “Arbitration Jurisdiction” has the meaning ascribed to it in Section 10.6.3.
    • “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).
    • “Authorized Terms” has the meaning ascribed to it in Section 2.3.
    • “Backed Up/Retained” Confidential Information means Disclosed Confidential Information that is not returned nor destroyed/deleted/erased after Discloser’s written or electronic request to Recipient to do so, if such Disclosed Confidential Information:
      • is backed up on any disaster recovery tapes or other back-up media and if actions are taken (during the entire time so backed up) that are reasonably likely to permanently prevent access to such Disclosed Confidential Information by any entity, organization, or person other than information technology and other administrative employees of Recipient or any of its Representatives who are responsible for maintaining those disaster recovery tapes and other back-up media;
      • is retained as required by Law (including in connection with any litigation preservation holds) or cannot be returned or destroyed/deleted/erased without violating the Law, and in each case, is retained in such as manner as is required by, and/or otherwise pursuant to, the Law; and/or
      • is retained by Representatives of Recipient who are Recipient’s legal advisors and who retain the same solely for evidentiary purposes and/or proof of compliance.
    • “Claims” means claims, allegations, actions, causes of actions, and demands.
    • “Compelled by Law” means compelled or required by a demand for Disclosure pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar requirement of Law, in each case, to the extent verified by the legal opinion of Recipient’s legal counsel.
    • “Confidential Information” means all information, materials, and data, whether in visual, oral, written, and/or electronic form, of a confidential or proprietary nature, including as they relate to the Discloser’s (and each of its Affiliates’) business, operations, products, services, new product plans, new service plans, and samples; analysis, compilations, memoranda, demonstrations, and explanations; customer and supplier information; marketing plans, strategic plans, and other planning; financial and production results and forecasts; supply terms and customer and supplier information; research and development activities, designs, technologies, improvements, processes, procedures, formulas, methodologies, and technical specifications; and all other Intellectual Property, in each case, regardless of whether there are any restrictive markings such as “CONFIDENTIAL” or “PROPRIETARY”. Confidential Information includes the foregoing as reproduced, summarized, and/or reflected in, and/or that formed the basis for, any analyses, notes, summaries, compilations, studies, interpretations, reports, records, extracts, and/or other materials (whether in visual, oral, written, and/or electronic form) that are prepared, directly or indirectly by, on behalf of, and/or at the request of Recipient; provided, however, that materials so prepared (by, on behalf of, and/or at the request of Recipient) are not in their entirety included in the definition of Confidential Information. Notwithstanding the foregoing, however, Confidential Information does not include information, material, or data that Recipient proves through competent evidence meets one or more of the following (the following all together, the “Exclusions from the Definition of Confidential Information“):
      • is, at the time Disclosed, or, through no fault of Recipient or any of its Representatives (to whom Recipient has Disclosed the information, material, and/or data Disclosed by Discloser), becomes generally known to the public;
      • was rightfully in the possession of or known by Recipient or any of its Representatives before being Disclosed by Discloser;
      • was rightfully Disclosed to Recipient or any of its Representatives without restrictions by a third party who is not bound by any obligation of confidentiality with respect to such information, material, and/or data;  
      • is released from confidential treatment by the signed, written consent of Discloser (to the extent of such release); or
      • was independently developed by Recipient or any of its Representatives without use of or reference to Disclosed Confidential Information.
    • “Confidentiality Period” means the period from the date of Disclosure until the applicable information, material, and/or data either: (1) no longer meets the definition of Confidential Information (through no fault of Recipient or any of its Representatives); or (2) no longer is, pursuant to applicable law, capable of being afforded treatment as Confidential Information.
    • “Conventions” means collectively: (1) the 1980 U.N. Convention on Contracts for the International Sale of Goods, as amended, (2) the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, and (3) the UNCITRAL Convention on Contracts for the International Sale of Goods, as each may be amended.
    • “Customer” has the meaning ascribed to it in the opening paragraphs of this document.
    • “Customer Indemnification Claim” means any Customer Misconduct, Customer’s IP Responsibility, and/or any improper, unlawful, unreasonable, negligent, and/or defect in any action and/or failure to act of Customer, any of its Affiliates, and/or any of its and/or their Personnel and/or end users (including any breach of this Agreement (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 arose after the time of delivery to Customer, such as may be the case with respect to quality, 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).
    • “Customer Misconduct” means each of: (i) Customer’s breach of any representation, warranty, covenant, and/or other term and/or condition in this Agreement; and/or (ii) 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.
    • “Description of What is to be Purchased” means what Customer is ordering/requesting with respect to price, quantity, identification (such as name and/or number/SKU), delivery location(s), and quality (such as “new” or “used”), in each case, as contained in an Accepted Order.
    • “Disclosed Confidential Information” means Confidential Information Disclosed by Discloser, including such Confidential Information as reproduced, summarized, and/or reflected in, and/or that formed the basis for, any materials that are prepared, directly or indirectly, by, on behalf of, and/or at the request of Recipient.
    • “Discloser” means Supplier as the Party who Discloses Confidential Information to another Party.
    • “Discloses” means discloses, divulges, and/or makes available directly or indirectly (including through and/or by Affiliates, Representatives, and/or Personnel).
    • “Disclosure Period” means the longer of the term of this Agreement or one (1) year after the Parties’ last interaction with each other in connection with the Purpose.
    • “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 11.2, in each case, delivered via non-electronic means or delivered via the electronic means authorized by Section 11.2.
    • Intentionally Omitted.
    • “Exclusions from the Definition of Confidential Information” has the meaning ascribed to it in Section 12.12.
    • “Force Majeure Event” has the meaning ascribed to it in Section 10.12.
    • “Governing Jurisdiction” has the meaning ascribed to it in Section 10.6.1.
    • “Indemnified Party” means Supplier, its Affiliates, and its and their Personnel as parties who are indemnified and/or for whom a Party has agreed to defend and/or hold harmless, in each case, pursuant to this Agreement.
    • “Indemnifying Party” means Customer as the Party who provides indemnification and/or agrees to defend and/or hold harmless, in each case, pursuant to this Agreement.
    • Intentionally Omitted.

• “Intellectual Property” means all conceivable forms of intangible, proprietary, creative, technical, industrial, commercial, or informational rights, whether existing now or created, recognized, discovered, or arising in the future, in any jurisdiction, whether registered, unregistered, applied for, eligible for protection, or arising automatically, including: (1) all rights in inventions, discoveries, improvements, ideas, concepts, formulae, methods, techniques, processes, devices, machines, compositions, algorithms, models, and all patentable or non-patentable subject matter; (2) all rights in works of authorship, literary works, artistic works, software, source code, object code, databases, data sets, documentation, audiovisual works, graphics, schematics, and all other copyright or authors’ rights protected material, including derivative works, compilations, and moral rights to the fullest extent permitted by law; (3) all trademark related rights, including trademarks, service marks, trade names, logos, trade dress, brand elements, designations of origin, taglines, domain names, social media handles, and all associated goodwill; (4) all industrial design rights, design registrations, design patents, aesthetic creations, and ornamental aspects of products or interfaces; (5) all trade secret and confidentiality rights, including know-how, show-how, proprietary information, research results, business plans, financial data, customer lists, supplier information, specifications, prototypes, test data, and any information, material, or data treated or reasonably expected to be treated as confidential or proprietary; (6) all rights in geographical indications, appellations of origin, certification marks, collective marks, layout designs, mask works, semiconductor topographies, plant varieties, and similar specialized intellectual property rights; (7) all digital, data based, and emerging technology rights, including rights in machine learning models, training data, digital twins, virtual assets, metaverse property, non-fungible tokens, blockchain based identifiers, and any comparable rights arising from future current or future technological developments; (8) all rights of enforcement, including rights to sue, recover damages, seek injunctive relief, and obtain remedies for past, present, and future infringements, misappropriations, or violations regarding any of the foregoing or following; (9) all applications, registrations, renewals, extensions, continuations, restorations, and reissues relating to any of the foregoing or following; and (10) any other intellectual, proprietary, economic, moral, exploitation, or similar rights recognized now or in the future under the Laws of any jurisdiction.
• “IP Responsibility” of a party 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 Customer, includes that which Customer uses excluding that which is owned by and/or provided by Supplier).
• “Laws” means, collectively, federal, state and provincial laws, rules, regulations, local ordinances, and/or orders or other legally binding directives (as each may be amended, extended, and/or re-enacted from time to time) from any judicial or administrative proceeding and/or by any governmental, quasi-governmental, and/or regulatory authority, including under international, regional, and/or local treaties, conventions, and/or legal regimes.
• “LCIA Rules” means the rules of and by the London Court of International Arbitration.
• “Losses” means judgments and awards resulting from Claims, settlements of such Claims (to the extent such settlements are made with both Supplier’s and Customer’s approval via a Duly Signed Writing, which approval shall not be unreasonably withheld, delayed, or conditioned), 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 and including all of the foregoing in connection with any Customer Indemnification Claim regardless of who will or has defended against such Claim).
• “Master Agreement” has the meaning ascribed to it in Section 1.3.
• “Offering” has the meaning ascribed to it in Section 1.1.
• “Order” has the meaning ascribed to it in Section 1.1.
• “Parties” and “Party” have the meaning ascribed to them in Section 1.2.
• “Personnel” of a Party means its and its Affiliates’ 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).
• Intentionally Omitted.
• “Product Liability Claims” has the meaning ascribed to it in Section 9.1.1.
• “Purpose” means establishing and, if so established, furthering a strategic business and/or contractual relationship, opportunity, investment, and/or transaction, in each case, between and/or among the Parties (including as it relates to this Agreement while it is in effect).
• “Receives” means directly or indirectly receives, has been granted access to, is given, and/or has been made aware of.
• “Recipient” means the Party who directly or indirectly (including through or by its Affiliates, Representatives, and Personnel) Receives Confidential Information that is Disclosed by Discloser.
• Intentionally Omitted.
• “Representatives” of a Party means such Party’s Affiliates and such Party’s and each of such Affiliates’ respective directors, partners, officers, managers, employees, agents, attorneys, representatives, independent contractors, and consultants, who, in each case, have a “need to know” such Disclosed Confidential Information as required in furtherance of the Purpose

and, with respect to any of the foregoing who are not employees of Recipient, who have agreed to or are otherwise legally bound by written confidentiality, nondisclosure, and nonuse obligations that are consistent with, and no less restrictive than, those contained in this Agreement.

• “RESOLUTION JURISDICTION” has the meaning ascribed to it in Section 10.6.2.
• “Schedule” means a schedule attached to an Appendix or any other part of this Agreement unless expressly stated otherwise.
• “Section” means a section or subsection of this Agreement unless expressly stated otherwise.
• Intentionally Omitted.
• “Signed Agreement” has the meaning ascribed to it in the opening paragraphs of this document.
• “Specific Term” has the meaning ascribed to it in the opening paragraphs of this document.
• “Statement of Work” has the meaning ascribed to it in Section 1.3.
• “Supplier” has the meaning ascribed to it in the opening paragraphs of this document.
• “Supplier Consent” has the meaning ascribed to it in Section 10.2.1.
• Intentionally Omitted.
• “Third-Party” means an entity, organization, or person that is not a Party to this Agreement.
• “Ts&Cs Agreement” has the meaning ascribed to it in the opening paragraphs of this document.

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