GENERAL TERMS AND CONDITIONS FOR EXTRACTION AND PROCESSING GOODS &
These terms and conditions of sale (these “Terms”), are the only terms which govern the sale of the
goods (“Goods”) and services (“Services”) by Simply Solutions, Inc. a Delaware corporation, d.b.a
American Extractions (“Seller”) to the buyer (“Buyer”) named on the statement of work (“SOW”) and these Terms, (collectively, this “Agreement”), shall be effective as of the Effective Date listed on the SOW, comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms.
Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions
and does not serve to modify or amend these Terms. Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the SOW.
1. Delivery of Goods and Performance of Services.
(a) Unless otherwise agreed in writing by the parties, Buyer shall deliver the raw material
for which Seller is to provide the services (the “Raw Material”), which may include hemp biomass,
flower, seeds, pellets, powder, isolate, oil, distillate, wax, resin or other products made from hemp to
Seller’s offices at 401 E. Conde Street, Janesville, WI 53546 (the “Delivery Point”). Buyer shall be
responsible for any shipping costs and all loading costs and provide equipment and labor reasonably
suited for delivery of the Raw Material at the Delivery Point, and will unload and release all
transportation equipment promptly so Seller incurs no demurrage or other expense for the Raw
Materials. Any Raw Material delivered under this Agreement Buyer shall satisfy and comply with
the written specifications, requirements and quality standards established by Seller for the growing,
storing, processing, extracting and producing the Raw Material (the “Quality Standards”)
established by Seller from time to time. Seller may amend the Quality Standards from time to time
with thirty (30) days’ advance written notice of such amendments
(b) Seller shall use reasonable efforts to meet any performance dates to render the Services
specified in the SOW, and any such dates shall be estimates only.
(c) Any Goods will be delivered within a reasonable time after the receipt of Buyer’s
purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss,
or damage in transit, using Seller’s standard methods for packaging and shipping such Goods. Buyer
shall take delivery of the Goods within seven (7) days of Seller’s written notice that the Goods have
been delivered to the Delivery Point. Seller may, in its sole discretion, without liability or penalty,
make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer
shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s
(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed
pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is
unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided
appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass
to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may
store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and
expenses (including, without limitation, storage and insurance).
(e) With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating
to the Services and provide such access to Buyer’s premises, farm, grow operations, fields, and such
office accommodation and other facilities as may reasonably be requested by Seller, for the purposes
of performing the Services; (ii) respond promptly to any Seller request to provide direction,
information, approvals, authorizations, or decisions that are reasonably necessary for Seller to
perform Services in accordance with the requirements of this Agreement; (iii) provide such customer
materials or information as Seller may request to carry out the Services in a timely manner and ensure
that such customer materials or information are complete and accurate in all material respects; and
(iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in
relation to the Services before the date on which the Services are to start.
2. Shipping and Handling for Finished Material
(a) Delivery of the Goods shall be made FOB to the Delivery Point. Buyer shall be
responsible for all packaging and handling costs (“Handling Costs”), such as the costs of loading
and palletizing products required for Buyer (or its designated shipping agent or common carrier) to
take delivery of the Goods at the Delivery Point.
(b) Buyer shall be responsible for any and all shipping costs (“Shipping Costs” and
together with Handling Costs, the “Shipping and Handling Costs”) from the Delivery Point to the
Buyer’s location or another location designated by the Buyer. Unless otherwise agreed to in writing
by Seller, all orders must be shipped within the continental United States.
(c) Seller shall provide the actual Shipping and Handling Costs that the Buyer shall be
responsible for on the final invoice (“Final Invoice”), provided, however, that Seller shall have the
right to modify its shipping instructions based on the final amount for Shipping Costs indicated in the
Final Invoice. In any event, Buyer shall be responsible for all Shipping Costs, including Shipping
Costs owed as a result of its failure to timely notify Seller of a change in the shipping instructions.
(a) The quantity of any installment of Goods as recorded by Seller on dispatch from
Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless
Buyer can provide conclusive evidence proving the contrary.
(b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s
negligence) unless Buyer gives written notice to Seller of the non-delivery within 7 days of the date
when the Goods would in the ordinary course of events have been received.
(c) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the
Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual
(d) Buyer acknowledges and agrees that the remedies set forth in Section 4 are Buyer’s
exclusive remedies for any non-delivery of Goods.
4. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at
the Delivery Point. Buyer shall retain title and risk of loss for any Raw Material or products in storage, title and risk of loss shall pass upon delivery of the Goods to the storage area at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Wisconsin Uniform Commercial Code.
5. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Agreement is
prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
(a) Buyer shall purchase the Goods and Services from Seller at the prices (the “Prices”)
set forth in Seller’s published price list in force as of the date that Seller accepts Buyer’s purchase
order, or as otherwise agreed to in writing on a SOW. If the Prices should be increased by Seller
before delivery of the Goods to a carrier for shipment to Buyer, then these Terms shall be construed
as if the increased prices were originally inserted herein, and Buyer shall be billed by Seller on the
basis of such increased prices.
(b) Buyer agrees to reimburse Seller for all reasonable travel and out-of-pocket expenses
incurred by Seller in connection with the performance of the Services.
(c) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes,
duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by
Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall
not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross
receipts, personal or real property, or other assets.
7. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods upon receipt (“Inspection Period”). Buyer will be
deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods
during the Inspection Period and furnishes such written evidence or other documentation as required
by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than
identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole
discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the
Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses
incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the
Nonconforming Goods to Seller’s facility located at the Delivery Point. If Seller exercises its option
to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming
Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer’s
exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 8(b),
all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods
purchased under this Agreement to Seller.
8. Payment Terms. The SOW shall set forth the payment terms applicable to each order for
Services. Seller may conduct a credit inquiry, which, along with other factors such as the size of the order and the degree of customization or up-front investment required by Seller, may determine the payment terms applicable to Buyer’s order. By accepting the SOW, Buyer accepts the payment terms indicated on the SOW, which shall be one of the following (unless otherwise agreed to by Buyer):
(a) Payment in Advance “PIA”: Buyer shall pay 100% of the invoiced purchase price
on the SOW, exclusive of any estimated Shipping and Handling Costs, if applicable, prior to Seller
commencing work on the order. Buyer shall pay all Shipping and Handling Costs indicated on the
Final Invoice, if applicable, prior to delivery.
(b) “50/50”: Buyer shall pay: (i) 50% of the invoiced purchase price on the SOW,
exclusive of any estimated Shipping and Handling Costs, if applicable, prior to Seller commencing
work on the order; and (ii) the remaining 50% of the invoiced purchase price on the SOW (as adjusted
for actual Shipping and Handling Costs by the Final Invoice) prior to delivery.
Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
9. Custom Labeling/Bottling. Seller may, upon Buyer’s request, provide custom bottling and
labeling of products to Buyer’s specifications. Seller is not in the business of providing legal or regulatory advice, and is not responsible for ensuring that the bottling and labeling specifications/claims, including any advertising or promotional statements on the label or packaging, provided by Buyer comply with applicable law, including any local, state or federal regulations. For the avoidance of doubt, bottling and labeling specifications/claims include any “best by” or “use by” dating. Buyer is responsible for conducting its own shelf-life studies to substantiate the “best by” or “use by” dating provided to Seller. Moreover,BUYER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, PARENTS, SUBSIDIARIES,AFFILIATES AND REPRESENTATIVES HARMLESS FROM AND AGAINST ALL LOSSES,COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES OF EVERY KIND ANDCHARACTER, AS INCURRED, RESULTING FROM OR RELATING TO OR ARISING OUT OF THE BOTTLING AND LABELING SPECIFICATIONS/CLAIMS, INCLUDING ANY
ADVERTISING OR PROMOTIONAL STATEMENTS ON THE LABEL OR PACKAGING,
PROVIDED BY BUYER. Furthermore, if Seller purchases packaging, labels or any other raw materials for the Buyer, and Buyer changes, discontinues or otherwise makes packaging, labels and any other raw materials obsolete, Buyer is responsible to reimburse Seller in full for all remaining materials, as well as disposal costs.
10. Recall. In the event it is determined by either Seller and/or Buyer or government authority to
recall any quantity of the Raw Material or Goods, each party agrees to comply diligently with all reasonable product recall procedures established from time to time by the parties. Buyer shall be solely responsible for all direct and indirect costs, losses (including, without limitation, value of the recalled product) and expenses of a recall arising out of Buyer’s failure to meet the specifications or the requirements of the Food Drug and Cosmetic Act (FDCA), the specifications or the requirements of the Food Safety Modernization Act (FSMA), if applicable, defects in the Raw Material or Goods prior to shipping, or the acts and omissions of Buyer in connection with the Raw Material or Goods. Seller shall be solely responsible for all costs and expenses of a recall arising out of defects in the Raw Material or Goods resulting from acts or omissions of Seller. Each party represents to the other that it has implemented and shall maintain, during the Term and for a period of four (4) years after the termination of this Agreement, a product recall system and procedure which is adequate for such party to comply with the provisions of this Section.
11. Storage. In the event Buyer agrees to store any Raw Material, Goods, packaging or other
materials, Buyer shall pay Seller the storage fees as agreed to in the SOW. The Raw Materials shall be
weighed upon arrival at the Delivery Point and the storage fees shall be invoiced to the customer based on amounts in storage. Seller will process the Raw Material for storage and packaging in the Seller’s storage system. All Raw Material delivered for storage shall meet the Seller’s Quality Standards. If Buyer fails to remove the Raw Material, Goods, packing or other material in storage by the Termination Date, and the parties have not otherwise come to an agreement to modify this Agreement, Seller may, in its sole discretion, dispose of, destroy, transfer, sell, process, extract, assign or otherwise remove (“Disposal”) the Raw Material, Goods, packaging or other material in storage from the Delivery Point, upon 30 days’ notice to Buyer. In the event of Disposal of any Buyer Raw Material, Goods, packaging or other materials, Seller shall not be liable to Buyer for any losses, damages, claims, lost profits, or other payments of any kind.
12. Seller’s Retention of All Intellectual Property Rights. Unless otherwise agreed to in writing
by Buyer and Seller, Seller shall retain ownership of all Intellectual Property Rights in or related to the
Services, including Seller’s confidential information and any products developed and manufactured solely by Seller, regardless of whether such development and manufacturing was conducted for Buyer, and any Intellectual Property Rights contained therein. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks;
(c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, and firmware, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) trade practice, know-how, or show-how, (g) formulations or reformulations of any kind (e.g. emulsification, encapsulation, lyophilizing, freeze-drying, crystallizing, powdering or the like); and (h) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world.
13. Third-Party Testing. Buyer waives the right to conduct its own third-party analytics. Steep
Hill, Inc. or another reputable third-party laboratory designated by Seller, will be the analytics laboratory of record (the “Laboratory of Record”), used for all contractual measurements and analytics. Buyer also agrees that any testing shall be subject to the standard sampling procedures used by Seller and/or the Laboratory of Record.
14. Extraction and Processing Services.
(a) Required Compliance Documentation. If Buyer engages Seller to provide
extraction, storage, or other processing services for Raw Material, Buyer hereby agrees to provide
Seller with the following compliance documentation and information with each shipment: (i) the
hemp grower’s licenses for each grower from which the Raw Material originated; (ii) a Wisconsin
Department of Agriculture, Trade & Consumer Protection (“DATCP”) fit for commerce certificate
if grown in Wisconsin, or similar documentation from the state where the Raw Material is grown;
(iii) any similar certificates or licenses required by the United States Department of Agriculture; (iv)
the hemp processor’s license, if applicable, for any Buyer-supplied crude oil; (v) Certificates of
Analysis (COAs) for each lot of Raw Material; and (vi) if applicable, all documents and information
required by the National Organic Program (NOP) and Seller’s third-party organic certifying body,
Midwest Organic Services Association, including, but not limited to, hemp grower’s and/or
processor’s licenses for each party in the chain of custody, city business licenses for the foregoing if
grower’s or processor’s licenses are not required by the state of origin, FDA registration number, and
current organic facility certifications, current product listing for national organic product
certifications. Seller reserves the right to refuse to accept a shipment of Raw Material for which no
or insufficient documentation is available to demonstrate compliance with applicable law.
(b) Required Intake Testing of Raw Material. As part of Seller’s compliance and
quality programs, Seller will take representative samples of any Raw Material and send the material
for testing by a third-party laboratory of its choosing to confirm the results of Buyer’s COAs,
including Delta 9 tetrahydrocannabinol (“THC”), pesticide, and heavy-metal levels. If third-party
testing reveals levels of pesticides, heavy metals or other contaminants in excess of those allowed
under California Proposition 65, “The Safe Drinking Water and Toxic Enforcement Act of 1986” or
non-compliant levels of THC in the hemp biomass (above .3%), Seller may refuse to commence
Services on the Raw Material and ship the Raw Material back to Buyer at Buyer’s expense.
(c) Changes to Coloration. Buyer acknowledges and agrees that processing and
extraction may result in a change in the color and appearance of the extracted oil, which shall be an
acceptable consequence of the process and not affect its payment or other obligations to Seller.
15. Cancellations. In the absence of a separate, written agreement between Seller and Buyer, no
purchase order that has been accepted by Seller may be cancelled by Buyer for any reason.
16. Changes. Seller may, at any time prior, but not with respect to orders that have already been
accepted by Seller, in its sole and absolute discretion, make changes to the Services it offers (whether in specifications, materials, the addition of improvements, or otherwise), and may discontinue the offering of any Service, all in its sole and absolute discretion, without incurring any obligations of any kind as a result thereof, whether for failure to fill an order accepted by Seller, or otherwise.
17. No Warranties. Seller makes no warranties, express or implied, with respect to articles or
products manufactured or provided by any party other than Seller, except to transfer to the customer, where permissible, any warranty provided to Seller by the original manufacturer of a component of a product (for example, packaging components). Except as provided herein and to the fullest extent allowable by law, Seller expressly disclaims all representations, promises, or warranties, express or implied with respect to any products, articles, work, or services, including but not limited to any warranties of merchantability, fitness for consumption, and of fitness for a particular purpose.
18. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD
PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING
THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT
OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED
TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND
SERVICES SOLD HEREUNDER.
19. Insurance. During the term of this Agreement and for a period of two years thereafter, Buyer
shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) that is reasonable based upon industry standards, but in a sum no less than $2,000,000 per occurrence and $2,000,000 in the aggregate, with financially sound and reputable insurers. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Seller as an additional insured. Buyer shall provide Seller with sixty (60) days’ advance written notice in the event of a cancellation or material change in Buyer’s insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.
20. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and
ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.
21. Term and Termination.
(a) These Terms shall commence as of the Effective Date and shall continue thereafter
until the completion of the Services and delivery of the Goods under all Statements of Work unless
sooner terminated pursuant to Section 22(b).
(b) In addition to any remedies that may be provided under these Terms, Seller may
terminate this Agreement: (i) at any time, upon presentation of a thirty (30) day notice given to Buyer,
or (ii) with immediate effect upon written notice to Buyer, if Buyer: (1) breaches these Terms, and
such breach is incapable of cure within ten (10) days after receipt of written notice of such breach;
(2) fails to pay any amount when due under this Agreement and such failure continues for seven (7)
days after Buyer’s receipt of written notice of nonpayment; (3) has not otherwise performed or
complied with any of these Terms, in whole or in part; or (4) becomes insolvent, files a petition for
bankruptcy or commences or has commenced against it proceedings relating to bankruptcy,
receivership, reorganization, or assignment for the benefit of creditors.
22. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless
explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
23. Confidential Information. All non-public, confidential or proprietary information of Seller,
including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as ““confidential”“ in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. Without limiting any of the foregoing, this provision shall continue in full force and effect with respect to any trade secret (information that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy) for such additional period as such information remains a trade secret.
24. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have
defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic/epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
25. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under
this Agreement without the prior written consent of Seller. Any purported assignment or delegation in
violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
26. Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
27. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and
their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
28. Governing Law. All matters arising out of or relating to this Agreement are governed by and
construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.
29. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to
this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Wisconsin in each case located in the City of Madison and County of Dane, and each party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
30. Notices. All notices, requests, consents, claims, demands, waivers, and other communications
hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the SOW or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
31. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable
in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
32. Survival. Provisions of these Terms which by their nature should apply beyond their terms
will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
33. Amendment and Modification. These Terms may only be amended or modified in a writing
stating specifically that it amends these Terms and is signed by an authorized representative of each party.