PURCHASE ORDER TERMS AND CONDITIONS

1. Definitions. “Buyer” shall mean the Buyer (or similar term) specified on the PO (as defined herein). “Bruegmann” shall mean Bruegmann USA, Inc. “Terms” shall mean these terms and conditions. “PO” shall mean a purchase order confirmation submitted by Bruegmann and confirmed in writing by Buyer, an acceptance of a Buyer purchase order confirmed in writing by Bruegmann, or a mutually signed quotation, in each case to which these Terms are attached. “Good” or “Goods” shall mean any goods (including any part or parts thereof) specified in the PO to be purchased by Buyer from Bruegmann and shall include any services related thereto, including those categorized as Applied Design Work (defined below). “Services” shall mean any services specified in the PO to be furnished by Bruegmann for Buyer. Unless otherwise agreed to between the parties in writing, Buyer’s purchase of Goods from Bruegmann, and any Services Bruegmann provides, will be governed solely by these Terms and any applicable PO issued in connection with such Goods and Services (collectively, the “Contract”). “Claims” shall mean liabilities, losses, damages, claims, injury, actions, proceedings, costs and expenses, including but not limited to reasonable attorney’s fees and costs of litigation for injuries to persons (including death) or damage to property. “Buyer Parties” shall mean Buyer, its successors, assigns and agents, its affiliated, associated, parent and subsidiary companies and its officers, directors, agents and employees. “Bruegmann Parties” shall mean Bruegmann, its successors, assigns and agents, its affiliated, associated, parent and subsidiary companies and its officers, directors, agents and employees. “Specifications” shall mean all specifications, drawings, samples, models, diagrams, bulletins, designs, instructions, engineering sheets or other materials provided by one party to the other party. “Purchase Price” shall mean the amount payable by Buyer to Bruegmann in accordance with the terms of the PO.

2. Intellectual Property.

   1. “Intellectual Property” shall mean shall mean all rights with respect to the following in any jurisdiction throughout the world: (i) patents – whether registered or unregistered, patent applications and invention disclosures (including any divisionals, continuations, continuations-in-part, continuing prosecution applications, reexaminations, substitutions, extensions, renewals, utility models, certificates of invention or reissues thereof or therefore); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, internet domain names and slogans (and all translations, adaptations, derivations and combinations of the foregoing whether registered or unregistered); (iii) copyrights and copyrightable works; (iv) distribution networks, customer lists, ideas, trade secrets, confidential information, know-how, inventions, proprietary techniques, proprietary materials and components technology, customer relationships, goodwill, business models, processes, methods and methodologies (including but not limited to manufacturing methods), tooling, applications, technical information, specifications, engineering principles, disclosures, design rights, unpublished research and development information, manufacturing and operating information, technical data, process characterization data, and all documentation relating thereto in any form (including drawings, plans, bills of material and sources of information); (v) rights in software (including all source code, object code, data, databases and collections of data); (vi) registrations and applications for any of the foregoing clauses (i) through (v); and (vii) all other intellectual property (including any other additional applicable intangible property rights as defined in Treasury Regulation Section 1.482-4(b)), in each case of clauses (i) through (vii), together with all goodwill associated with each of the foregoing and together with any and all income, royalties, damages and payments due or payable (including damages and payments for past or future infringements or misappropriations thereof) with respect thereto, the right to sue and recover for past infringements or misappropriations thereof, any and all corresponding rights that, now or hereafter, may be secured throughout the world.

1. 2. “Bruegmann Background IP” shall mean Bruegmann’s existing Intellectual Property (or Intellectual Property of a third party licensed by Bruegmann), together with any Intellectual Property conceived, developed, created, reduced to practice, acquired, or otherwise generated by or on behalf of Bruegmann independently of, and not specifically required to be developed as custom work exclusively for Buyer under, the applicable PO or a Contract, including all derivative works, improvements, modifications, and enhancements thereto.

   3. “Applied Design Work” shall mean the adaptation, configuration, integration, modification, customization, implementation, or application of Bruegmann’s Background IP including without limitation, the FlexRoller family of products, that is performed in connection with, in response to, or in accordance with, Buyer’s requested specifications, requirements, merchandising objectives, layouts, dimensions, configurations, or operational needs. Applied Design Work may include, by way of example and without limitation, Buyer-specific dimensions, arrangement and selection of components, aesthetic treatments, color selections, branding elements, packaging variations, or aesthetic or environmental integration. For clarity, Applied Design Work is derived from and incorporates Bruegmann Background IP together with Buyer-provided specifications, and does not include the creation of wholly new or independently developed intellectual property unrelated to Bruegmann Background IP.

Bruegmann shall retain all right, title, and interest in and to all Bruegmann Background IP and all Applied Design Work, including all modifications, adaptations, configurations, customizations, improvements, derivative works, and know-how embodied therein or developed in connection therewith, to the extent incorporating, derived from, based upon, or utilizing Bruegmann Background IP. Except for the limited rights expressly granted herein, no ownership rights in any Bruegmann Background IP or Applied Design Work are transferred to Buyer. Buyer agrees to provide all reasonable assistance to Bruegmann (at Bruegmann’s cost) to assist Bruegmann in registering or obtaining protections for, including any patent applications, in the Applied Design Work.

To the extent any Applied Design Work incorporates or relies upon Bruegmann Background IP, Bruegmann grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable license to use such Applied Design Work and the incorporated Bruegmann Background IP solely as necessary for Buyer’s internal use, operation, maintenance, and enjoyment of the Products developed, engineered, manufactured or provided under the Agreement. Buyer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, analyze, recreate, or otherwise attempt to derive the composition, design, source materials, manufacturing methods, engineering principles, or underlying know-how of any Applied Design Work or Bruegmann Background IP.

To the extent any Applied Design Work incorporates Buyer-provided specifications, materials, branding, designs, or other intellectual property (“Buyer IP”), Buyer shall retain ownership of such Buyer IP. Buyer hereby grants Bruegmann a perpetual, irrevocable, worldwide, royalty-free license to use, retain, and incorporate into Bruegmann’s general know-how, experience, concepts, methods, processes, and non-customer-specific learnings any ideas, feedback, techniques, specifications, or information arising from or reflected in the Applied Design Work, provided that Bruegmann shall not disclose Buyer’s Confidential Information or use Buyer-specific proprietary information, branding, or trade secrets in a manner that identifies Buyer or violates its confidentiality obligations under this Agreement.

3. Shipping. Unless otherwise provided in the PO and agreed upon by Bruegmann, shipping terms shall be Ex-Works (Incoterms 2020) Bruegmann’s facility. Risk of loss or damage shall pass to Buyer in accordance with the applicable Incoterm.

4. Inspections and Returns. Goods are subject to Buyer’s inspection and approval at destination. Buyer shall have 10 days from receipt of shipment to inspect the Goods for conformance to the Specifications. Goods not rejected for non-conformance within such 10-day inspection period shall be deemed accepted by Buyer. In case of identified damage or other issues arising from transportation, Buyer shall reasonably document and report such issues to Bruegmann by notice as provided herein within 48 hours. Upon approval from Bruegmann of non-conformance, Bruegmann shall promptly either, and in its sole discretion,) repair, replace or otherwise remedy any defect in the Goods in order for the Goods to meet the Specifications. Bruegmann shall reimburse Buyer for all shipping costs paid by Buyer to return such non-conforming Goods, if applicable.

5. Prices and Terms of Payment.

   1. Unless expressly confirmed in writing by Bruegmann, prices for all Goods and Services ordered are as noted on the PO and include standard packing, but do not include: (i) any costs related to the delivery or shipment of the Goods from Bruegmann’s warehouse or facility to Buyer’s designated facility, final destination, or other delivery point, including handling, shipping, transportation, insurance, demurrage, detention, or other in-transit or similar costs or charges (“Shipping Charges”); or (ii) any sales, use, revenue, personal property, excise, privilege, transfer, VAT, or other federal, state, provincial, or local taxes or governmental charges (“Government Charges”). Shipping Charges and Government Charges will be stated separately on each invoice and payable by Buyer. If necessary, Bruegmann may issue supplemental invoices to Buyer to recover any such amounts. If Buyer is exempt from any Government Charges, Buyer must provide an appropriate certificate of exemption prior to shipping in order to be exempt from such charges.

   2. Bruegmann reserves the right to adjust the prices payable by the Buyer from time to time in its sole discretion, including to reflect any (i) tariffs, duties or assessment, including any applicable fees, penalties, and interest charges, arising out of or related to the Goods, Services or their respective purchase and sale which may be imposed by any governmental authority; (ii) increases in costs to manufacture the Goods for any reason, between the date of the PO and the date of delivery of the Goods; and (iii) changes adverse to Bruegmann in currency fluctuations within the country in which Goods are manufactured, affecting the Goods or price between the date of the PO and the date of delivery of the Goods (collectively, “Surcharges”), all of which will be the obligation of, and paid by, Buyer. Buyer agrees that the amount of such Surcharge increases shall be added to the price of the Goods and/or Services listed on the corresponding invoice, or Bruegmann may cancel the PO. If Bruegmann pays any such Surcharges, Buyer will reimburse Bruegmann in accordance with the terms of this Section 5(b) and Section 5(c). If necessary, Bruegmann may issue supplemental invoices to Buyer to recover any such Surcharges. If Bruegmann receives refunds for any Surcharges, Bruegmann shall be entitled to keep such refunds and Buyer shall not have any rights or claims to request any such Surcharges from Bruegmann.

   3. Unless otherwise mutually agreed, Buyer will pay all invoices from Bruegmann within 30 days from receipt of Bruegmann’s invoice. Late fees of the lesser of (i) 2% of the outstanding invoice, or (ii) the maximum amount permitted by applicable law, will be applied for each month after 30 days that the invoice is not paid. If any portion of an invoice is disputed in good faith, Buyer shall immediately pay the undisputed portion of the invoice and the disputed portion shall be paid promptly following resolution of the dispute.

6. Changes; Termination for Breach. Changes in the work, Specifications or quantity of this PO, may be made only pursuant to a written change order signed by Buyer and Bruegmann. Bruegmann may cancel or terminate a PO, or the remaining portion thereof, or any Agreement (defined below) in the event the Buyer has breached any obligation hereunder, and such breach is not cured within ten days following written notice specifying the nature of the breach. Upon such termination, in addition to any other rights and remedies of the Bruegmann hereunder, Buyer shall pay Bruegmann for all work in progress for any non-cancellable and non-returnable Goods delivered to Buyer, and for all Services provided through the date of termination.

7. Cancellation of Orders; Return of Goods. If any PO for standard stock Goods is cancelled at least two weeks prior to the designated ship date, Buyer shall pay Bruegmann a 10% restocking fee. Applied Design Work represents a value‑added service leveraging Bruegmann’s know-how, products, components and the pre-existing technology base to support any Buyer‑specific merchandising requirements. Where the finished Goods resulting from Applied Design Work are uniquely configured, branded, or otherwise unsuitable for resale, then such Goods shall be treated as non-cancellable and non-returnable. Therefore, if a PO for Applied Design Work (including custom sized FlexRoller and other non-standard stock Goods) is canceled at any time, Buyer shall pay Bruegmann a cancelation fee. This cancellation fee shall equal 110% of all expenses (including costs of materials, labor, design work, packaging, shipping and other associated costs) incurred by Bruegmann before receiving the cancellation and as a direct result of the cancelled PO or parts thereof. Standard Goods may be returned to Bruegmann within 60 days of delivery under the following conditions: (i) An RMA (Return Merchandise Authorization) must be requested from Bruegmann and all paperwork and pallets or cartons containing the returned Goods should be marked with the RMA number; (ii) once authorization is approved and RMA is issued by Bruegmann, returns MUST be shipped within 5 business days to the return address referenced in the RMA; (iii) upon receipt, Bruegmann will provide a credit, less a 10% restocking fee, for all parts received in good condition (unopened and in their original packaging), less any applicable shipping charges borne by Bruegmann; Buyer shall be responsible for all shipping charges associated with returned Goods. Any items that are used or improperly handled, or damaged due to improper care will not be eligible for return. Unauthorized returns will be refused.

8. Indemnification by Buyer. Buyer agrees to protect, indemnify, defend and forever hold the Bruegmann Parties harmless from and against any and all Claims arising from: (a) any design or specifications of Goods provided by and specific to Buyer; (b) Buyer’s breach of any representation, warranty or obligation hereunder or in a PO, quotation, or other written agreement between the parties; (c) Buyer, its employees, agents, or customers’ selection, installation, setup, use of, incorporation of, modification of, or application of the Goods alone or in conjunction with other goods or services; (d) any processing or modification of Goods in any manner by Buyer, its employees, agents, or customers; (e) claims regarding warnings or failure to warn of dangers related to Goods; (f) any violation or failure to comply with applicable law and regulations, including those pertaining to health and/or safety; (g) any violation, misappropriation, or infringement of any patent, trademark, copyright or other intellectual property rights of any person or entity arising out of or related to compliance with Buyer’s Specifications; (h) misuse or unauthorized installation, modification, or application of the Goods or Services; (i) any personal injury or property damage arising out of Buyer’s or its personnel’s acts or omissions; (j) improper installation, unauthorized repair or alteration, and/or; (k) Buyer, its employee, or agent’s negligent or legally culpable acts or omissions.

9. Warranties.

1. 1. Bruegmann warrants that at the time of delivery all Goods and Services furnished shall: (i) be free from defects in materials and workmanship; and (ii) conform to all Specifications (the “Limited Warranty”). EXCEPT AS EXPRESSLY SET FORTH ABOVE, BRUEGMANN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Limited Warranty shall survive for a period of twelve (12) months after delivery (the “Limited Warranty Period”). This Limited Warranty shall automatically terminate if the related Goods or byproducts of the Services are resold, transferred, or assigned by the Buyer to a non-affiliate. All claims under the Limited Warranty must be made by the Buyer within thirty (30) days from the date of discovery of the alleged defect and within the Limited Warranty Period. Failure to notify Bruegmann of an alleged Limited Warranty defect within thirty (30) days of its discovery voids the Limited Warranty.

1. 2. Bruegmann’s obligations under the Limited Warranty and the remedies for its breach are limited to replacement or repair of the corresponding Goods or Services which prove to be defective as determined by Bruegmann in its sole discretion. Bruegmann and/or its designated agents shall have an opportunity to inspect the alleged defects prior to any Buyer return, and Buyer shall provide Bruegmann with all information and evidence requested to support the claim for defect. Authorized returns must be shipped prepaid by Buyer. Repaired or replacement parts may be shipped by the distributor or manufacturer to the Buyer. For clarity, replacement or repaired parts (i) shall not include a supplemental warranty, nor (ii) result in an extension of the original Limited Warranty Period. The Limited Warranty does not cover charges for labor or other costs incurred by Buyer related to troubleshooting, repair, removal, installation, service or handling.

1. 3. Buyer shall not use, install, modify, combine, or integrate any Goods in a manner that is inconsistent with its intended design, purpose, or reasonably foreseeable merchandising application, and the Limited Warranty shall be void and of no effect in the case of: (i) improper installation or operation by unqualified personnel or in non-compliance with applicable rules and regulations including building, mechanical, plumbing, and electrical codes; (ii) abuse, accidents, neglect, accident, improper or inadequate maintenance, corrosive environments, corrosive liquids, direct sunlight, or excessive thermal shock; (iii) misuse, including overloading or use in unsuitable environments, or operation outside designed output capacity (e.g., wrong product loaded or overloaded; installed onto a uneven, warped, deformed, damaged, wrong decline pitch, structurally compromised or otherwise inadequate shelf or installation surface); (iv) modification, alteration, or attachment of non-approved parts or components; (v) use in applications or environments for which the Goods were not intended, or unsuitable Applied Design Work requested by Buyer; (vi) combination with third party fixtures or equipment or modifications which are not approved by Bruegmann; (vii) failure to follow the manufacturer’s printed, published, or otherwise publicly available instructions pertaining to installation, operations, maintenance, or safety information; (viii) damage to Goods after delivery; (ix) normal wear and tear or disposable parts or materials; (x) use under circumstances or resale for uses exceeding specifications or limitations or contrary to these Terms; (xi) any warranties or representations given by Buyer on resale of Goods; (xii) chemical, electrochemical or electrical influences; or (xiii) damage caused by natural calamities. The Limited Warranty on the Goods is subject to reasonable discrepancies in color, touch, size, weight or design.

1. 4. Applied Design Work may result in a finished Good that is specially manufactured for and unique to the Buyer, including configurations, dimensions, component arrangements, or branding that render such final Goods non-standard or not suitable for resale to other customers and therefore non-cancellable and non-returnable Goods.

2. Limitation on Bruegmann’s Liability. In no event will Bruegmann be liable to Buyer Parties or any third party for any indirect, special, punitive, exemplary, incidental or consequential damages, including lost profits, lost business, or late delivery charges. Bruegmann’s maximum liability hereunder shall be limited to the total consideration payable to Bruegmann under the applicable PO giving rise to the Claim for liability.

3. Confidentiality, Proprietary Information. Either party may disclose (the “Disclosing Party”) to the other party (the “Receiving Party”) non-public, proprietary or confidential information, and any notes, analyses, compilations, studies, summaries, or other materials derived from or containing such information (“Confidential Information”), whether disclosed orally, visually, electronically, in writing, or by inspection, including without limitation: Applied Design Work, business plans, financial information, customer and supplier information, pricing, marketing information, trade secrets, inventions, product plans, software, data, specifications, designs, drawings, processes, methods, techniques, know-how, research and development information, and the terms of this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records: (a) is or becomes publicly available through no breach of this Agreement or other wrongful act; (b) was lawfully known by the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely for the purpose of performing or exercising its rights under this Agreement; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, affiliates, advisors, or representatives who have a need to know such information for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be responsible for any breach of this Section 11 by persons to whom it discloses Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that, unless prohibited by law, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and reasonably cooperates, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

All Confidential Information shall remain the property of the Disclosing Party. Except for the limited rights expressly set forth in this Agreement, no right, title, and interest in or to any Intellectual Property or Confidential Information are granted by disclosure under this Agreement, whether by implication, estoppel, or otherwise.

Upon termination of an applicable PO or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, except that the Receiving Party may retain archival copies maintained pursuant to standard backup, legal, compliance, or record retention policies, provided such retained information remains subject to the limitations herein. Notwithstanding anything to the contrary, nothing in this Agreement shall restrict Bruegmann from using information retained in the unaided memory of its personnel, provided that such use does not result in disclosure of Buyer’s Confidential Information, infringement of Buyer’s IP, or use of trade secrets in violation of applicable law.

The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other rights or remedies available at law or in equity. The obligations set forth in this Section 11 shall survive termination or expiration of this Agreement for a period of three (3) years; provided, however, that with respect to trade secrets, such obligations shall continue for so long as the applicable information remains a trade secret under applicable law.

12. Compliance with Laws; Permits. Buyer shall conduct its business in complete compliance with all applicable federal, state, foreign and/or local laws, orders, regulations, directions, restrictions, and limitations. Buyer shall bear any and all additional responsibilities and costs arising from any such laws, regulations, orders and the like. Buyer shall obtain and maintain at all times all required certifications, credentials, registrations, licenses and permits necessary to conduct its business and comply with applicable law. Buyer will comply with all applicable export or import laws and regulations relating to the Goods and information. In the event the Goods must be registered in a particular country for Buyer or others to import or use the Goods or to resell them to its customers, then Buyer shall notify Seller and Seller will, in its sole discretion, determine if Seller wishes to seek registration of the Goods in such location. Buyer will have no right to register the Goods in any location. Seller is not responsible for any impact existing or future laws, regulations, orders and the like may have on the Goods or Services or the use or inability to use the Goods. Seller shall not be bound or required to comply with any code of conduct, sustainability, or other policies of Buyer. Seller shall use commercially reasonable efforts to comply with its own corporate policies, which can be made available to Buyer upon written request, and subject to change from time to time; provided, however, that Seller shall under no circumstances be liable directly or indirectly to Buyer or to any third party for Seller’s failure to comply with its corporate policies. All permits necessary to comply with applicable laws will be duly obtained by Buyer, unless otherwise specifically agreed in writing by Bruegmann.

13. Amendments. These Terms may be amended at any time by Bruegmann. The terms and conditions in place at the time the PO is confirmed by Bruegmann shall remain in force through the duration of the PO.

14. Waiver. Neither Buyer nor Bruegmann shall be deemed to have waived any provision hereof, or any breach by the other party of any provision hereof, unless such waiver is specifically set forth in writing and executed by an authorized officer of the waiving party. No waiver by Buyer or Bruegmann of any provision hereof or any breach or event of default by the other party hereunder shall constitute a waiver of such provision on any other occasion or a waiver of any other breach or event of default by the other party or of any other rights or remedies under this PO.

15. Limitation on Actions. Buyer must commence any action or proceeding that arises out of or relates to a Contract, Bruegmann’s breach of a Contract, or the Goods or Services within the earlier of: (a) one (1) year after the claim or cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. Any action or proceeding Buyer does not commence within such period will be forever barred and Buyer waives the right to file any action or proceeding arising directly or indirectly from a Contract under any longer statute of limitation. The Contract contains Buyer’s sole and exclusive remedies relating to a Contract or Goods or Services regardless of the theory of recovery.

16. Relationship. Bruegmann is an independent contractor. Nothing in a Contract will be construed as creating a partnership, association or joint venture between the parties. Buyer will have no power or authority to enter into any commitment on behalf of or otherwise bind Bruegmann on any matter including making any representation or warranty on behalf of Bruegmann. No employee of either party will be deemed to be an employee of the other party.

17. Governing Law; Severability. The PO, including these Terms, and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas without regard to its conflicts of law rules. Any provision or provisions herein which are found to be invalid shall be deemed inoperative without invalidating or otherwise affecting any other provisions of these Terms. Any action brought by either party shall be brought in the state or federal courts located in the State of Texas, which courts shall have exclusive jurisdiction for all matters arising in connection with the PO, these Terms and all transactions contemplated hereby. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this PO, these Terms or any purchase or sale made hereunder.

18. Entire Agreement. In the event of a conflict or inconsistency between any of the provisions of a Contract and any of the provisions of a formal written agreement between Buyer and Bruegmann signed by an authorized representative from each party covering the subject matter of the Contract (e.g., a master services or supply agreement or statement of work) (an “Agreement”), the provisions of the Agreement shall govern and supersede any such conflicting or inconsistent provisions of the Contract. In the absence of an Agreement, the Contract constitutes the entire agreement of the parties with regard to the subject matter therein, and supersedes all previous written or oral representations, and understandings between Buyer and Bruegmann, and any different or additional terms and conditions that are not mutually accepted by the parties shall be null and void. Use of the terms “includes,” “including,” and “include” shall not be deemed to be limiting.

19. Notice. Any notice required or permitted to be given by either party under these Terms shall be in writing and shall be delivered or sent by (i) FedEx, UPS or DHL overnight courier service, or (ii) confirmed email, addressed to the party to be served at the address of that party as indicated on the PO, or such other address as may be notified by that party, pursuant to these Terms, for this purpose. Any notice which is delivered by FedEx, UPS or DHL courier shall be deemed to be served when delivered to the addressee’s designated address, any notice which is delivered by email shall be deemed to be served when receipt is confirmed by the addressee (confirmation not to be unreasonably withheld).

20. Force Majeure. Bruegmann shall not be liable as a result of any delay or failure to perform its obligations under the PO if and to the extent that such delay or failure is caused by an event or circumstance which is beyond its reasonable control and which by its nature could not have been foreseen by Bruegmann or, if it could have been foreseen, was unavoidable.

21. Export Controls. All sales of Goods and provisions of Services are subject to and conditioned upon the Bruegmann obtaining any necessary export control or import licenses for such Goods or Services, and Bruegmann may cancel the transaction with Buyer if it does not obtain any necessary licenses in order to export any Goods or Services from the country of origination or to import into the delivery point. Exporting certain Goods outside of the United States of America and European Community may be subject to export control laws. Once the Goods have been delivered to Buyer, Buyer is responsible for complying with all applicable export control laws and regulations, including obtaining any export licenses for the export of Goods or information outside the United States of America. If Buyer wishes for Bruegmann to delay the delivery of Goods until any necessary export or import licenses are obtained, then Buyer shall inform Bruegmann as soon as practicable. Buyer will be responsible for any storage costs in connection with such delay.