TERMS AND CONDITIONS OF PURCHASE AND SALE – JUNE 2024

These Terms and Conditions govern all sales of Kahler Automation equipment (the “Products”) and services (“Services”) (collectively the “Work”) and shall constitute a part of each accepted order or contract between Kahler Automation (“Kahler Automation”) and you, i.e., Kahler Automation’s Customer (“Buyer”). Buyer is deemed to have accepted these Terms and Conditions by signing and returning Kahler Automation’s Quotation/[Statement of Work], by issuing a Purchase Order in response to Kahler Automation’s Quotation/[Statement of Work], by instructing Kahler Automation to begin the Work, including shipment of Product or performance of Services, by paying Kahler Automation for the Work, or by Buyer’s other verbal, written or online acknowledgement. These Terms and Conditions, Kahler Automation’s Quotation and any related terms and conditions referred to therein, plus any specific elements of the Work (including pricing) described in the information made available to you when placing and confirming your order, shall constitute the agreement between the parties relating to the Products and Services covered by the Quotation/[Statement of Work] (the “Agreement”).

1. GENERAL. This Agreement is the entire agreement of the parties, superseding all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. It exclusively will govern the sale and/or licensing by Kahler Automation of the Work and any other Products furnished under this Agreement. No addition or modification to this Agreement will be binding unless mutually agreed to in writing.

2. BUYER’S TERMS REJECTED. Any Purchase Order issued by Buyer to Kahler Automation is placed subject only to these Terms and Conditions, which shall 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. Any additional or inconsistent terms however communicated by Buyer, including but not limited to terms in Buyer’s Purchase Order or similar ordering instrument, shall not apply to the Agreement unless specifically agreed to and acknowledged in a subsequent writing by Kahler Automation. All such additional or inconsistent terms proposed by Buyer shall be deemed objected to by Kahler Automation without need of further notice of Kahler Automation’s objection, and any subsequent failure by Kahler Automation to object to any such terms proposed by Buyer shall not be deemed a waiver of these Terms and Conditions. Fulfillment of Buyer’s Purchase Order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms and Conditions. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms and Conditions.

3. PRICE.

(a) The purchase price for the Work shall be as provided in the Quotation/Statement of Work, exclusive of applicable sales, use and excise taxes, and any other similar taxes, tariffs, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer, unless otherwise specified in writing by Kahler Automation.

(b) The pricing in any Statement of Work/Quotation from Kahler Automation are subject to change upon notice sent to Buyer at any time before the Statement of Work/Quotation has been accepted by Buyer. Such pricing may also be adjusted by Kahler Automation, upon notice to Buyer at any time prior to shipment and regardless of Buyer’s acceptance of the Seller’s proposal or quotation, to reflect any increase in Kahler Automation’s cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements that are beyond Kahler Automation’s control.

(c) Kahler Automation’s obligation to fulfill any Purchase Order from Buyer shall be contingent upon a satisfactory credit review of Buyer. Kahler Automation reserves the right to reject or cancel any order from Buyer if Buyer’s creditworthiness is unsatisfactory or its account with Kahler Automation is in arrears. Kahler Automation may also, at its sole option, have the right to make any delivery under this Agreement payable on a cash or payment guarantee before shipment basis.

(d) Software Subscription terms are for one (1) year from the initial license activation date. This agreement will automatically renew at the contracted rate until the Licensee notifies Kahler of a desire to terminate the agreement. Kahler will provide price changes to the Licensee a minimum of 30 days before the contract expiration date for review. If a rate change is assessed, these rate changes will increase annually at a fair rate depending on the number of Software modules used, the rate of living increase over the previous contract period, and the expiration or application of one-time discounts. Note: New software products, including a new version of an existing software product, may involve a price increase outside of the rate of living increase. At this time, the Licensee can accept and extend the Term at the new rate or cancel the agreement.

4. PAYMENT.

(a) Buyer shall pay all invoiced amounts due to Kahler Automation within thirty (30) days from the date of Kahler Automation’s invoice issued in accordance with the Pricing and Payment Schedule that is part of the Quotation/Statement of Work, unless otherwise set forth in the Quotation/Statement of Work or in the terms of Buyer’s account with Kahler Automation. Buyer shall make all payments hereunder by: wire, electronic funds transfer, check, or pre-approved credit card with 3% added AND in US dollars.

(b) Invoicing disputes must be identified in writing within thirty (30) days of the date of invoice. Payments of any disputed amounts are due and payable upon resolution. All other undisputed amounts remain due within thirty (30) days. For the avoidance of doubt, Buyer’s failure to pay all undisputed amounts when due shall constitute a material breach of the Agreement. Buyer may not withhold payment of any undisputed amounts due and payable as invoiced by Kahler Automation by reason of any set-off of any claim or dispute with Kahler Automation.

(c) In the event of Buyer’s breach or default of this Agreement, including failure to make any payment when due, the balance of any outstanding amounts will, upon written notice from Kahler Automation become immediately due and payable. Without prejudice to any other right or remedy available under these Terms and Conditions or at law or equity, if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof, Kahler Automation shall have the right, in its sole discretion, to: (i) withhold or suspend delivery of the Products and other materials, cease performance of any Services, terminate or suspend any unpaid software licenses, and/or suspend or terminate this Agreement; and/or (ii) charge Buyer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, calculated daily and compounded monthly, until payment is made in full. Buyer shall reimburse Kahler Automation for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

5. DELIVERY.

(a) The delivery date(s) provided by Kahler Automation for the Products is only an estimate and is based upon prompt receipt of all necessary information from Buyer. FAILURE TO DELIVER WITHIN THE TIME ESTIMATED SHALL NOT BE A MATERIAL BREACH OF CONTRACT ON KAHLER AUTOMATION'S PART. If a specific delivery date is not set forth on the Quotation/Statement of Work, the Products will be delivered within a reasonable time after Kahler’s receipt and acceptance of Buyer’s Purchase Order [subject to availability of finished goods]. Kahler Automation shall not be liable for any delays in production or delivery of the Products if any condition or cause whatsoever beyond the reasonable control of Kahler Automation prevents delivery within as estimated compliance with such schedule, nor shall it be liable for any loss or damage of the Products while in transit.

(b) Delivery shall be FCA Kahler Automation’s plant or warehouse (per current Incoterms), using Kahler Automation’s standard methods for packaging and shipping, unless otherwise specified in the Quotation/Statement of Work. All products become Buyer’s property and Buyer’s responsibility when delivered to a common carrier or any such delivery service, and title and risk of loss transfers to Buyer upon the earlier of Kahler Automation’s delivery to Buyer or receipt by the first carrier for transport to Buyer, except that title to all intellectual property rights associated with the Work remains with Kahler Automation or its suppliers and licensors per Section12 below. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to Kahler Automation a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, 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 Minnesota Uniform Commercial Code.

(c) If for any reason Buyer fails to accept delivery of the Products on the date fixed pursuant to Kahler Automation’s notice that the Products have been delivered, or if Kahler Automation is unable to deliver the Products at the delivery point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, the Products shall be deemed to have been delivered; and Kahler Automation, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(d) Kahler Automation shall not be liable for any non-delivery of Products (even if caused by Kahler Automation’s negligence) unless Buyer gives written notice to Kahler Automation of the non-delivery within thirty (30) days of the date when the Products were to be, or would, in the ordinary course of events, have been received. Any liability of Kahler Automation for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

6. ACCEPTANCE.

(a) Timing. Acceptance of the Work occurs (i) on the date the Work conforms to the acceptance criteria in the Statement of Work or is otherwise beneficially used by Buyer, but in no event later than one hundred and twenty (120) days following Kahler Automation’s delivery of the Work; or (ii) if otherwise unspecified, upon Delivery.

(b) Interim Approvals. Any Kahler Automation submittal or deliverable requiring Buyer approval pursuant to the Scope of Work will be deemed accepted if formal Buyer approval, written or as otherwise required, is not received by Kahler Automation within two (2) calendar weeks after the date submitted.

7. CANCELLATION AND CHANGES.

(a) If a cancellation is so made, it is agreed that all finished Products be taken at full contract price, that Products in process be paid for at cost plus pro rata profit, and that Kahler Automation be protected against loss on materials purchase or on any other contracts related to its fulfillment of the order.

(b) All changes, except actions necessitated by emergencies as provided in subpart (c)(4) below, must be executed by a written change order signed by both parties or otherwise definitively authorized by both parties, and Kahler Automation will not begin work on a change until that change is memorialized in writing.

(c) Any change resulting from any of the following circumstances is subject to Kahler Automation’s equitable adjustment to the price, scheduling, and other affected terms and conditions:

1) Buyer requested order changes, including those affecting the identity, scope, and delivery of the Work or Products;

2) Concealed or otherwise unknown physical conditions differing materially from those indicated or anticipated in the Quotation/Statement of Work or that otherwise differ materially from those ordinarily found under similar circumstances;

3) Any delays caused by Buyer, its employees, affiliates, contractors, or any other party within Buyer’s reasonable control;

4) Any emergency endangering persons or property. In such circumstances, Kahler Automation may act at its discretion to prevent damage, injury, or loss.

(d) If the parties cannot agree on a change in pricing or schedule, it will be resolved pursuant to Section 28, Disputes.

(e) Kahler Automation reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit, and function, and such substitutions shall not be considered changes subject to the other terms of this section.

8. RETURNS.

Products may not be returned unless authorized in writing by Kahler Automation via a Return Good Authorization (“RGA”). All returns of Products must comply with Kahler Automation’s instructions and are subject to restocking fees. Items must be in new condition, unused, in original packaging and returned within thirty (30) days of: a) acceptance of the Work pursuant to Section 6 or b) Termination or Cancellation pursuant to Section 9. No credit will be allowed for damaged, used, previously installed, or custom items. Items returned without pre-authorization from Kahler Automation or otherwise not in accord with this section will be scrapped with handling fees assessed and no refund credit will be issued.

9. DEFAULT, DELAYS, AND TERMINATION.

(a) Default by Kahler Automation. If Kahler Automation is in material default of its obligations under the Agreement, Buyer shall give Kahler Automation written notice, and Kahler Automation shall have ten (10) business days to begin remedial action and ninety (90) days (or longer if agreed to in writing) to cure the default. If Kahler Automation fails to cure the default, Buyer may terminate this Agreement upon ninety (90) days written notice. In the event of such termination, Kahler Automation’s liability shall be limited to:

(1) the proportionate contract price of the terminated portion of the Work, and

(2) any documented direct excess reprocurement costs incurred by Buyer to complete the Work to a capability not exceeding that provided in the Statement of Work, but Kahler Automation’s liability for documented direct excess reprocurement costs shall not exceed an additional 10% of the proportionate contract price for the terminated portion of the work.

(b) Convenience of Buyer. Buyer may not cancel any Purchase Order or terminate this Agreement for convenience, except with Kahler Automation’s written consent. Kahler Automation shall provide such consent in response to Buyer’s written request for cancellation or termination prior to shipment, provided Buyer shall pay Kahler Automation, upon submission of Kahler Automation's invoices, for any work performed before receipt of Buyer’s request and any additional costs of cancellation, including but not limited to all finished Products at full contract price, all Products in process at cost plus pro rata profit and overhead, and all third-party material commitments or other contracts related to Kahler Automation’s fulfillment of the order as may be more specifically provided in the Quotation/Statement of Work.

(c) Delays or Default by Buyer.

(1) If Buyer, its employees, affiliates, contractors, or any other party within Buyer’s reasonable control causes the delivery, installation, or acceptance of the Work to be delayed beyond the Project Schedule in the Statement of Work, or otherwise materially breaches any term or fails to fulfill any condition of this Agreement, Kahler Automation may, in its sole discretion, elect to (i) withhold delivery and/or suspend performance, or (ii) place the Products in storage at Buyer's risk and cost. Kahler Automation shall give Buyer written notice of the breach or default, and Buyer shall have ninety (90) business days to (or longer if agreed to by Kahler Automation in writing) to cure the default. If Buyer fails to cure the default, Kahler Automation may terminate this Agreement with immediate effect upon written notice to Buyer, and Kahler Automation shall be entitled to any and all costs, expenses, or damages associated with the termination.

(2) For avoidance of doubt, a material breach or default of this Agreement by Buyer includes but is not limited to the following circumstances: (i) Buyer’s failure to pay any amount when due under this Agreement; (ii) Buyer’s failure to pay any amount due under any other invoice or to otherwise cause its account with Kahler Automation to fall into arrears; (iii) Buyer’s assignment or attempted assignment of this Agreement without advance written consent from Kahler Automation; (iv) Buyer comes under direct or indirect control of any entity competing with Kahler Automation; or (v) Buyer 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.

(d) Temporary Suspension of Work by Buyer. Notwithstanding the above, Buyer, by providing prior written notice, may request Kahler Automation to temporarily suspend performance and delivery of the Work, in whole or in part. The notice shall specify the portion of the Work to be suspended, the effective date of suspension, Buyer’s anticipated duration of suspension, and the reasons for the suspension. Kahler Automation shall suspend performance as requested, except as necessary for the care or preservation of Work previously executed, provided that on or before the date the suspension begins, Buyer pays Kahler Automation the unpaid balance of the portion of the Work previously executed plus any additional costs incurred by Kahler Automation as a result of the suspension. Kahler Automation shall resume the suspended Work after a change order is executed in accordance with Section 7 herein, covering equitable adjustments to the contract price, schedule, and any other affected terms or conditions resulting from the suspension. Unless otherwise agreed, the maximum cumulative period for suspension is sixty (60) days. Upon expiration of this or any other period agreed upon as provided above, Kahler Automation may terminate this Agreement, with immediate effect upon written notice to Buyer, and Kahler Automation shall be entitled to any and all costs, expenses, or damages associated with the termination.

10. FORCE MAJEURE.

(a) Neither party will be liable to the other for any loss, damage or delay, nor deemed to have defaulted under or breached this Agreement, for any failure, interruption, or delay in fulfilling or performing any term of this Agreement, or for any defective performance, to the extent caused by or resulting directly or indirectly from acts beyond the parties’ reasonable control, including, but not limited to the following force majeure events (“Force Majeure Event(s)”): (1) acts of God, (2) fires, explosions, floods, hurricanes, earthquakes, tornadoes, or other natural disasters (3) government order, law, or actions , or acts of civil or military authority, (4) war, invasion, hostilities (whether war is declared or not), riots, civil unrest, insurrection, or acts or threats of terrorism, (5) pandemics, epidemics, plagues, including any related quarantines, curfews or other restrictions, (6) national or regional emergency, (7) strikes, lock-outs, labor stoppages or slowdowns, or other industrial disturbances,(8) delays in transportation, embargoes, blockades, or other restraints or affecting carriers (9) shortage of adequate power, telecommunication, or transportation facilities affecting ability to obtain supplies of adequate or suitable materials; (10) interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware; and/or (11) any other causes, casualties, or events, whether or not similar to the foregoing, that are beyond the reasonable control of the respective party.

(b) The party whose performance is delayed or impacted by a Force Majeure Event shall provide the other party with prompt written notice and upon doing so, shall be excused from performing its obligations under the Agreement for so long as such condition persists or as reasonably necessary to compensate for the delay; provided, however, that if any delay or nonperformance by Buyer exceeds sixty (60) days or more, Kahler Automation may terminate the Agreement without penalty upon written notice to Buyer.

(c) In all cases, the party whose performance is delayed or impacted by a Force Majeure Event shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

11. WARRANTY.

(a) Warranty on Products: Unless another warranty period applicable to the Products is set forth in the Quotation/Statement of Work, Kahler Automation warrants to Buyer for the lesser period of fifteen (15) months from delivery of the Products or twelve (12) months from startup of the Products, that all Products will materially conform to the specifications and requirements stated in the Statement of Work and that the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Work are in accordance with any standards set forth in the Statement of Work, Kahler Automation's published specifications, and applicable recommendations of Kahler Automation; and (2) the installation, adjustment, tuning, and start-up of the Work have been properly performed in accordance with Kahler Automation’s published specifications and any applicable recommendations of Kahler Automation. Repaired or replacement Products provided pursuant to subpart (b) below are similarly warranted for the longer period of six months from date of shipment or the remainder of the original warranty term. Items sold separately from the Work are warranted as set forth above for a period of twelve (12) months from the date of shipment.

(b) Warranty Remedies: Remedies under this warranty will be limited to, at Kahler Automation’s discretion, replacement, repair, re-performance, modification, or issuance of a credit for the purchase price of the Products or Services involved, but only after the return of the subject Products pursuant to Kahler Automation’s instructions, if requested by Kahler Automation. Replacement Products, at Kahler Automation’s discretion, may be new, remanufactured, refurbished, or reconditioned. If the repair, re-performance, or replacement does not cure the defective performance, Buyer may request emergency on-site service at Kahler Automation’s expense (consisting of time, travel, and expenses incurred by Kahler Automation related to such services). If the defective performance is not due to warranted defects in the Work or Products, the on-site service will be at Buyer’s expense. On-site warranty services performed at Kahler Automation expense shall not include removal or reinstallation costs related to large-scale assemblies such as enclosures, motor control centers, meters, motors, and pumps etc. THE FOREGOING SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY OR BREACH OF CONTRACT ARISING FROM WARRANTED DEFECTS.

(c) Conditions to Remedies: Warranty satisfaction is available only if (1) Buyer has paid in full for the Products at the time of its warranty claim or has otherwise fulfilled or will fulfill its payment obligations under the Agreement, (2) Buyer provides Kahler Automation prompt written notice, via the Return Good Authorization (“RGA”), of the warranty claim during the warranty period and does not make any further use of such Products after giving such notice, (3) The part is received by Kahler Automation within thirty (30) days from the issuance of a RGA unless otherwise agreed by Kahler Automation in writing , (4) Kahler Automation is provided a reasonable opportunity after receiving Buyer’s notice to examine the Products, and (5) Kahler Automation’s examination discloses that any alleged defect has not been caused by (i) misuse or neglect, (ii) improper storage, application, installation, operation, use, maintenance, repair, alteration, or modification by a party other than Kahler Automation, or (iii) accident, or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.

(d) Warranty on Services:

(1) Kahler Automation warrants that the Services (including, but not limited to, training, installation, modifications, additions, software programming, engineering, startup, or repairs) shall be performed in a workmanlike manner conforming to standard industry practice and as otherwise specified in the Quotation/Statement of Work.

(2) Unless otherwise specified in the Quotation/Statement of Work, Kahler Automation must receive written notification of non-conforming Services within thirty (30) days after the Services are provided.

(3) If such Services are confirmed by Kahler Automation to be non-conforming, Kahler Automation will, at its sole option, re-perform the Services or provide a refund or credit to Buyer in the amount paid for the Services. THE FOREGOING WILL BE THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY OR BREACH OF CONTRACT ARISING FROM WARRANTED NON-CONFORMING SERVICES.

(e) Warranty Disclaimer.

UNLESS SET FORTH OTHERWISE IN THE STATEMENT OF WORK, THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND KAHLER AUTOMATION EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KAHLER AUTOMATION OR ANY OF ITS PERSONNEL OR AGENTS SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF KAHLER AUTOMATION’S OBLIGATIONS UNDER THIS AGREEMENT.

(f) Third-Party Products Hardware, and Software: Notwithstanding the limited warranties set forth above, the Products may contain or incorporate parts or components manufactured by a third party (”Third-Party Products”) or software licensed from third-parties (“Third Party Software”).

(1) Third-Party Products are NOT covered by the warranty in Section 11(a). For the avoidance of doubt, KAHLER AUTOMATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (1) WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND KAHLER AUTOMATION EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES WITH RESPECT TO THE THIRD-PARTY PRODUCTS. However, to the extent any such Third-Party Products are covered by a manufacturer’s warranty, Kahler Automation will transfer the benefits of that manufacturer’s warranty to Buyer.

(2) Third-Party Hardware and Software is NOT covered by the warranty in Section 11(a). ALL THIRD-PARTY HARDWARE AND SOFTWARE IS PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND. KAHLER AUTOMATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY HARDWARE OR SOFTWARE, INCLUDING ANY (1) WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND KAHLER AUTOMATION EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES WITH RESPECT TO THE THIRD-PARTY HARDWARE OR SOFTWARE. KAHLER AUTOMATION SHALL NOT BE LIABLE FOR FAILURES CAUSED BY THIRD PARTY HARDWARE AND SOFTWARE INCLUDING ANY LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBER-ATTACKS, OR FAILURES, INTERRUPTIONS OR UNAUTHORIZED ACCESS TO NETWORK SYSTEMS.

12. INTELLECTUAL PROPERTY LICENSE AND OWNERSHIP.

(a) Firmware and Standard Software. Software comprised of firmware or Standard Software (including, but not limited to packaged software, Seller’s preexisting templates and library files, and commercially available software) is subject to Buyer’s acceptance of additional terms and conditions set forth in separate Kahler Automation or third-party license agreements. In the absence of a separate Kahler Automation license agreement, Kahler Automation hereby grants Buyer a non-exclusive, non-transferable license to use such firmware or Standard Software solely in conjunction with the Work, without the right to sublicense, distribute, sell, disclose, disassemble, decompile, reverse engineer, or otherwise modify the firmware or software. Ownership of the respective Kahler Automation or third-party firmware or Standard Software shall remain with Kahler Automation or the third party. In the event the Software is furnished for use in connection with a particular Kahler Automation system or hardware product, it may only be used in conjunction with that system or hardware product. If the Software is furnished or embedded in a Kahler Automation system or hardware product, the Software may not be extracted or used separately from that system or product. Buyer is solely responsible for ensuring its use of the Software is in compliance with this Agreement and any licenses granted in connection herewith, as well as all applicable foreign, federal, state and local laws, rules and regulations.

(b) Documentation and Other Software. Notwithstanding the provisions of Section 12(a) above, Kahler Automation hereby grants to Buyer a non-exclusive, non-transferable license to modify and use solely in conjunction with the Work all documentation and any application software created by Kahler Automation as specified in the Statement of Work. Except for any Buyer or third-party confidential information, Kahler Automation retains all right, title, and interest to documentation and application software developed, owned, or licensed by Kahler Automation. Buyer is strictly prohibited from sublicensing or assigning any such documentation or software except to a customer who purchases the Work from Buyer. Buyer may make an additional archival copy of such documentation and application software for backup.

(c) Software Provided on As-Is Basis. UNLESS OTHERWISE AGREED IN WRITING, ALL SOFTWARE IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. KAHLER AUTOMATION DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

(d) Updates. Kahler Automation may, from time to time following completion of the Work, and in its sole discretion, receive, develop, provide, or notify Buyer about Software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality of the Work. Buyer agrees that Kahler Automation has no obligation to notify Buyer about or provide Buyer any Updates or to continue to provide or enable any particular features or functionality of the Work following final completion.

(e) Ownership of Pre-existing Intellectual Property. Each party shall continue to own all right, title, and interest in all Intellectual Property Rights (as defined in subpart (f) below) as it owned on the Effective Date of this Agreement.

(f) Intellectual Property Rights Definition. For purposes of this Agreement, Intellectual Property Rights shall mean industrial and intellectual property rights comprising or relating to: (1) patents; (2) trademarks; (3) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (4) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website, and URLs; (5) trade secrets; (6) semiconductor chips, mask works and the like; and 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, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.

(g) No Other Licenses. Except as expressly set forth in this Agreement, no license of Intellectual Property Rights is granted or implied under this Agreement by either party.

13. BUYER’S CYBERSECURITY RESPONSIBILITIES.

(a) KAHLER AUTOMATION DOES NOT UNDERTAKE ANY OBLIGATION UNDER THIS AGREEMENT TO SAFEGUARD BUYER’S DATA AND IT ENVIRONMENTS AND SHALL HAVE NO LIABILITY TO BUYER FOR LOSSES CAUSED BY EVENTS AND CONDITIONS OUTSIDE OF KAHLER AUTOMATION’S CONTROL, INCLUDING BUT NOT LIMITED TO BUYER’S IT ENVIRONMENT, COMPUTERS, NETWORKS, SERVERS, SYSTEMS, HARDWARE AND SOFTWARE. KAHLER AUTOMATION MAKES NO AND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES THAT THE WORK, SERVICES, OR PRODUCTS, SOFTWARE OR THIRD PARTY PRODUCTS OR THIRD PARTY SOFTWARE WILL BE SECURE FROM CYBER THREATS, HACKING OR OTHER SIMILAR MALICIOUS ACTIVITY.

(b) Buyer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and, if applicable, shall supply Kahler Automation secure Network access needed for performance of the Work. Buyer understands, acknowledges and agrees that Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end user against unauthorized access. Buyer is responsible for taking appropriate measures to adequately safeguard their data and IT environments, including but not limited to performing back-ups to protect information, data, software, or files, maintaining adequate firewalls, network monitoring, and network access protocols for its personnel.

(c) Buyer understands, acknowledges and agrees that Kahler Automation is not an insurer and that amounts payable to company hereunder are based upon the value of the Work and Products and the scope of liability set forth in this Agreement and are unrelated to the value of Buyer’s property or the property of others located on Buyer’s premises. Buyer shall maintain network risk and cyber liability insurance coverage (including coverage for unauthorized access, failure of security, breach of privacy perils, transmission of a virus, hacker damage, cyber business interruption, cyber extortion, and third party and first party coverage in an amount sufficient for the protection of its property. Specific limits and coverages should be evaluated by a qualified insurance broker or risk manager to determine Buyer-specific coverage and policy limit requirements. Buyer agrees to look exclusively to its insurer to recover for any cyber-related claims, actions, losses, injuries, damages, liabilities, costs, expenses and Buyer specifically releases and waives all right of recovery against Kahler Automation arising by way of subrogation.

14. INTELLECTUAL PROPERTY INDEMNITY.

(a) Responsibilities. The Parties agree that Kahler Automation is responsible for ensuring that the Product(s) as supplied to Buyer do not infringe the Intellectual Property Rights of any third party, while the Buyer is responsible for ensuring their use and application of the Product(s), including their modification of the Product(s) or integration of the Product(s) into Buyer’s products or equipment, does not infringe the Intellectual Property Rights of any third party.

(b) Kahler IP Indemnification. Kahler Automation will pay for the costs and damages resulting from a final nonappealable judgment in any third-party suit against Buyer to the extent based on a finding that the design or construction of any Work or Products as furnished by Kahler Automation, where furnished, infringe any Intellectual Property Rights granted or registered to such third-party in the country of Kahler Automation’s shipping destination, provided that, Buyer: (1) promptly informs Kahler Automation of the alleged infringement in writing; (2) provides Kahler Automation the exclusive right (but does not impose any obligation upon Kahler Automation) to defend and settle the suit, at Kahler Automation’s expense; and, (3) provides all reasonable information and assistance requested in connection with the defense.

(c) IP Indemnity Exclusions. Notwithstanding the foregoing, Kahler Automation’s obligation to indemnify shall not extend to, and Kahler Automation shall have no liability for, any infringement that is based upon or arises out of: (1) Kahler Automation’s compliance with Buyer’s instructions, specifications or designs; (2) Buyer’s use of Work or Products in a Buyer or third-party process; or, (3) Buyer’s modifications or changes Work or Products (4) combinations of the Work or Products with other equipment, software or materials not supplied by Kahler Automation, if the infringement would have been avoided by the use of Work or Products not so combined. The foregoing states the sole and exclusive obligations of Kahler Automation for intellectual property infringement.

(d) Buyer IP Indemnification. Buyer shall defend, indemnify and hold harmless Kahler Automation for any claim of infringement based on or arising from the circumstances described in Section 14(c)(1)-(4).

15. GENERAL INDEMNITY.

(a) Kahler Automation Indemnification. Kahler Automation agrees to indemnify the Buyer for losses, damages, liabilities, or judgments resulting from any suit or proceeding by third parties (which are not Kahler Automation employees) for damage to third-party tangible property or for bodily injury (including death), but only to the extent directly caused by Kahler Automation’s negligence in the performance of this Agreement, and only to the extent of Kahler Automation’s proportionate fault. This indemnity is contingent upon Buyer giving Kahler Automation prompt notice of any such suit or proceeding, including a description of the third-party claim and the nature and amount of the related losses (to the extent known at the time), and all necessary information and assistance so that Kahler Automation may exercise its right, without any obligation, to defend or settle such claim and provided Buyer does not take any adverse position in connection with such claim.

(b) Mutual Indemnification. If any such damage or injury is caused by the joint or concurrent negligence of Kahler Automation and Buyer, or any employee, representative, agent, owner, affiliate, subcontractor, or supplier to Buyer, or defects in the Products or Work that are attributable to both Kahler Automation and Buyer, each party shall pay for its own defense, and any indemnification obligation owed by either party to the other shall be strictly limited in proportion to the party’s respective pro rata share of responsibility for the damage or injury, as well as any other relevant equitable considerations.

(c) Buyer Indemnification. The Buyer shall indemnify, defend and hold harmless Kahler Automation and its directors, officers, employees, agents, affiliates and from and against claims, actions, damages, losses, liabilities, judgments, settlements, costs and expenses, including attorney’s fees, the fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, with respect to any suit or proceeding by third parties for damage to third-party tangible property or for bodily injury (including death) related to Kahler’s Products or its, performance of the Work, but only to the extent caused by misuse or modification of the Products of, improper installation, integration, application, maintenance, service or repair of the Products by, or any other negligent acts or omissions of, the Buyer, or any employee, representative, agent, owner, affiliate, subcontractor, or supplier to Buyer.

(d) Obligation to Mitigate. Either party seeking indemnity under this Section 15 shall be obligated to reasonably mitigate damages, including but not limited to the pursuit of payments from additional parties which may be responsible, in whole or in part, for the claims and associated losses. The amount of indemnity owed will be reduced by the amount of any such affirmative recovery realized as a result of such mitigation efforts, or, if reasonable affirmative recovery is not pursued, by the reasonable value of such recovery had it been properly pursued.

(e) Sole Remedy. The provisions of indemnification contained in subparts (a)-(b) of this Section 15 set forth the entire liability and obligation of Kahler Automation and the sole and exclusive remedy for Buyer for any damages covered herein.

16. DISCLAIMER AND LIMITATION OF LIABILITY.

(a) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, CONTRACT, GOODWILL, DATA LOSS, DAMAGE TO, OR IMPAIRMENT, DISABLEMENT, OR LOSS OF USE OF, COMPUTER SYSTEMS, HARDWARE, OR SOFTWARE, OR ANY OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBER-ATTACKS, OR FAILURES, INTERRUPTIONS OR UNAUTHORIZED ACCESS TO OR INTRUSION OF NETWORK SYSTEMS OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Maximum Liability. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, AND WHETHER OR NOT ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO AND SHALL NOT EXCEED THE LESSER OF $1,000,000 OR THE COST OF THE WORK.

(c) Liability Disclaimer. KAHLER AUTOMATION DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY BUT NOT REQUIRED OF KAHLER AUTOMATION BY THE STATEMENT OF WORK. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN 18 MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE.

(d) Applicability; Severability. Each provision of this agreement that provides for a limitation of liability, disclaimer of warranty or condition or exclusion of damages shall apply even if buyer’s remedies under this agreement fail of their essential purpose, is severable and independent of any other provision, and extends to the benefit of Kahler Automation’s parent, subsidiaries, affiliates, vendors, appointed distributors, and other authorized resellers as third-party beneficiaries.

17. BUYER SPECIFICATION.

Unless otherwise specified in the Statement of Work, Kahler Automation does not warrant, shall not indemnify and will not be liable under or this Agreement for (a) design, materials, or construction criteria furnished or specified by Buyer and incorporated into the Work or Products, (b) products made by or sourced from other manufacturers or vendors that Buyer directs or specifies Kahler Automation to incorporate in or provide with the Products or Work; or (c) commercially available computer software, hardware, and electrical components. Any such materials or products shall include but not be limited to any identified in the Statement of Work. Any warranty or indemnity applicable to such Buyer-directed or specified products will be limited solely to the warranty or indemnity, if any, extended by the original manufacturer or vendor of such products. Products manufactured or provided by Kahler Automation according to Buyer’s designs, specifications, criteria, or other particular requirements or instructions are not warranted to perform in accordance therewith and Kahler Automation shall have no responsibility to inquire concerning the suitability thereof, or to test or approve them unless otherwise agreed by Kahler Automation in writing.

18. INSURANCE. During the term of this Agreement, Kahler Automation shall maintain, at its sole expense, the following minimum insurance coverages:

(a) Workers’ Compensation: statutory in accordance with applicable law;

(b) Employer’s Liability: $1,000,000 per accident, per employee, per disease;

(c) Commercial General Liability: $1,000,000 per occurrence single limit of liability, $2,000,000 general aggregate that shall include but not be limited to contractual liability, premises liability, advertising liability, and product liability; and

(d) Commercial Automobile Liability: $1,000,000 per occurrence combined single limit of liability, covering all owned, leased, and non-owned vehicles.

19. CUSTOMER INFORMATION.

Buyer represents and warrants that it has the rights to the information and documentation provided or made available by Buyer to Kahler Automation, including but not limited to technical specifications, drawings, source code, application code, communication interfaces, protocols, and any intellectual property, for Kahler Automation to perform its obligations under this Agreement and that such access to and use of the information and documentation under this Agreement will not infringe or violate any license terms, confidentiality obligations, copyrights, or other Intellectual Property Rights of the original vendor or any other third party.

20. SAFETY AND STANDARDS.

(a) Kahler Automation is responsible for compliance of the Work with laws, regulations, and standards, including safety regulations and standards, of the country where the Work is performed, and that are applicable to the Work at the effective date of this Agreement.

(b) Buyer must inform Kahler Automation of any other laws, regulations, or standards that may apply to the Work. Kahler Automation will be responsible for compliance with such other safety or other standards only if documented in the Statement of Work.

(c) Kahler Automation’s obligations under this Section 20 are subject to the understanding that the ultimate destination of the Work is the country where Kahler Automation performs the Work for Buyer. If Buyer intends to divert the Work to any other country, such intent shall be disclosed to Kahler Automation and set forth in the Statement of Work. If diversion of the Work or Products to another country is not noted in the Statement of Work, Kahler Automation shall have no responsibility to ensure the Work or Products comply with the laws, regulations and standards of that country.

(d) Subject to Section 21 below, Kahler Automation is not responsible for compliance with laws, regulations, or standards that apply to Buyer’s (or end users’, if different from Buyer) facility, equipment, process, information system, or data.

21. SITE RULES, LICENSES, PERMITS, SITE PREPARATION.

(a) Kahler Automation agrees to comply with all applicable posted site rules of Buyer (unless inconsistent with the obligations set forth in the Statement of Work) and any additional Buyer’s site rules that have been incorporated into the Statement of Work.

(b) Buyer is responsible for:

(1) all licenses, permits, clearances, and site access rights;

(2) all sites being ready and equipped with all necessary Buyer furnished equipment and facilities;

(3) any required customer fixtures or facilities being hazard-free, structurally sound, reasonably safe, and sufficient for purposes of Kahler’s performance of the Work; and

(4) reasonable access to the worksite as required for installing, commissioning, or using the Work.

22. QUALITY, INSPECTIONS AND TESTING.

Unless otherwise agreed in the Statement of Work, customer inspection and testing prior to delivery will be limited to witnessing Kahler Automation’s standard factory tests of the Work or Products on the date scheduled by Kahler Automation. All such tests will be subject to reasonable advance notice and may be subject to additional charges.

23. GOVERNMENT CLAUSES AND CONTRACTS.

No government contract clauses, specification, or regulations apply to the Work, Products, or otherwise to this Agreement except to the extent agreed in writing by Kahler Automation.

24. EXPORT CONTROL.

Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. Kahler Automation will make shipments to a United States based exporter. It is the responsibility of the Buyer and exporter to comply with all such laws and regulations. Notwithstanding any other provision to the contrary, if U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. If any required export authorization is denied for any reason, Kahler Automation will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) or Work subject to such denial without liability of any kind to Buyer or any other party. Kahler Automation will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Kahler Automation’s discretion.

25. ASSIGNMENT.

Neither party may assign this Agreement, in whole or in part, nor delegate its duties hereunder, without the written consent of the other. However, consent will not be required for internal transfers and assignments between either party and its parent company, subsidiaries, or affiliates as part of a consolidation, merger, or any other form of corporate reorganization. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under this Agreement.

26. EMPLOYEE SOLICITATION.

Buyer understands and agrees that the specialized training, experience, knowledge and skills of Kahler Automation’s employees performing the Work, and the confidential information, trade secrets, and/or other proprietary information related to the Work held by those employees are critical, valuable and proprietary components of Kahler Automation’s business Buyer further acknowledges that it will have unique access to Kahler Automation’s employees, including the specialized training, experience, knowledge, skills, and/or confidential and proprietary information those employees possess. Except to the extent prohibited by law, Buyer shall not, without the advance written consent of Kahler Automation, directly or indirectly, recruit, hire, or solicit any Kahler Automation employee or former employee made known to it solely as a result of this Agreement, provided the subject employee has a significant role under this Agreement, during the term of this Agreement and for a period of one (1) year after expiration or termination of the Agreement or completion of the Work, whichever occurs later.

This provision does not restrict Buyer from engaging, hiring, or contracting with an employee of Kahler Automation previously known to Buyer or known other than through this Agreement and/or if the employee responds to a publicly available job announcement even if that employee was made known to Buyer solely through this Agreement.

In the event of Buyer’s breach of this provision, Buyer shall be responsible for ands pay upon demand by Kahler Automation an amount equal to the solicited employee’s prior year’s compensation as a genuine and reasonable estimate of damages that are otherwise incapable or difficult to precisely calculate, and not as a penalty, the whole without prejudice to Kahler Automation’s right to recover a greater amount of damages as may be sustained and proven by Kahler Automation.

27. INDEPENDENT CONTRACTORS.

The parties at all times will be independent. Neither party is an employee, joint venturer, agent or partner of the other; neither party is authorized to assume or create any obligations or liabilities, express or implied, on behalf of, or in the name of the other. The employees, methods, facilities, and equipment of each party at all times will be under the exclusive direction and control of that party.

28. DISPUTES.

(a) Informal Negotiations. The parties will attempt in good faith to promptly resolve any dispute by negotiations between representatives who have authority to settle the dispute.

(b) Mediation. At any time, and at Kahler Automation’s election, the parties shall participate in mediation to assist in resolving the dispute. The costs of the mediation shall be borne equally by the parties.

(c) Mandatory Arbitration. If informal negotiations and mediation (if elected) is unsuccessful, the parties agree to submit the dispute to binding arbitration with the American Arbitration Association (“AAA”). Such arbitration shall be initiated by either party by notifying the other party in writing. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 and conducted in accordance with AAA rules, using a single arbitrator mutually selected by the parties or, if the parties are unable to agree, an arbitrator appointed in accordance with AAA rules that is a licensed attorney with at least fifteen (15) years of experience and primary practice in construction or product liability law. Any hearings shall take place in Fairmont, Minnesota, or such other location that the parties may agree upon in writing. The dispute shall be resolved within nine (9) months of the date the arbitrator is appointed in writing. The arbitrator shall issue a reasoned award stating in writing the findings of fact and conclusions of law that support the arbitrator’s decision within thirty (30) days after the conclusion of the merits hearing. The award rendered by the arbitrator shall be final and judgment upon the award may be entered in any court having jurisdiction thereof. The costs of the arbitration shall be borne equally by the parties and will be paid promptly by the party or parties so assessed. Failure of a party to pay its share of fees when required shall be a material breach of this Agreement entitling the other side to terminate this Agreement and shall constitute a waiver of the breaching party’s right to present evidence and legal argument in support of its claim or defense in the arbitration.

29. GOVERNING LAW AND FORUM.

This Agreement and all disputes arising under it will be governed by and interpreted in accordance with the laws of the State of [Minnesota], United States of America, without regard to the conflict of laws provisions thereof, except with respect to the agreement to arbitrate in Section 26, which shall be governed by the FAA. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

30. CONFIDENTIALITY.

(a) Each party will maintain in strict confidence all technical and business data and information disclosed by one party to the other in connection with this Agreement that is marked "Confidential” and will not use or reveal such information without the prior written authorization of the other.

(b) The obligations of confidentiality and non-use will not apply to information (i) that is published or becomes part of the public domain other than by means of a breach of this Agreement; (ii) that a party can prove by written documentation was known to it prior to disclosure by the other party; (iii) that a party subsequently rightfully receives from a third party without an obligation of confidentiality; (iv) that the other party discloses to a third party on a non-confidential basis; or (v) that was independently developed by the receiving party. This obligation extends to all confidential and proprietary material, whether or not marked as such.

(c) Each party will take reasonable precautions to instruct its employees and consultants of its obligation under this section. Additionally, each party shall protect the exchanged information of the other against unauthorized use or disclosure with the same degree of care as it accords its own proprietary information of a similar type, but not less than reasonable care.

(d) Disclosure of confidential information will not be precluded if it is: (i) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof or (ii) otherwise required by law; provided, however, that the disclosing party first have made a reasonable effort to obtain a protective order requiring that the confidential information be used only for the purpose for which the order was issued or to the extent required by law, and will notify the other party reasonably in advance of making the disclosure.

(e) At any time during or after the Term, at the written request of the party that disclosed the confidential information, the party that received such confidential information shall promptly return all Confidential Information and copies thereof that it has received under this Agreement to the disclosing party, or, if acceptable to the other Party, certify that such confidential information has been destroyed and that no copies have been retained.

31. SEVERABILITY; NO WAIVER. If a provision of this Agreement is found unenforceable by law, the remainder of this Agreement shall continue in full force and effect. A delay or failure in enforcing any right or remedy under this Agreement shall not prejudice or operate to waive that right or remedy.

32. COUNTERPARTS.

This Agreement may be executed in multiple counterparts.

33. NOTICE.

Written notice will be deemed to have been given when the notifying party delivers such notice to the other party or has sent such notice to the other party by certified or registered mail or email (with confirming letter to follow), directed as follows:

To Kahler Automation:
808 Timberlake Road
Fairmont, MN 56031
Attn: CEO
email: notices@kahlerautomation.com

To Buyer:

Buyer will provide initial instructions and any subsequent updates for notice delivery to notices@kahlerautomation.com. If none is provided, Buyer’s billing contact will be the notices contact.

34. COMPLETE AGREEMENT.

This Agreement comprises the terms that apply to the provision of the Work and may not be changed except as specified in Sections 1 and 6.

V. 2022-10
Effective Date: _6/10/24__