JBT Marel General Terms & Conditions of Purchase

Updated September 1, 2025

1. GENERAL. These General Terms and Conditions of Purchase apply to all legal relationships of Buyer whereby Buyer acts as a (potential) buyer of Goods. Any additional or different term(s) or condition(s) on Seller’s acknowledgment form, or otherwise communicated by Seller in accepting the Contract, shall be deemed to be a material alteration of the Contract and are hereby objected to by Buyer and shall not be applicable to the Contract.
   
   The Contract becomes binding upon the first to occur of: (a) Seller delivering an acknowledgment copy; (b) Seller commencing performance; (c) Seller otherwise agreeing to the Contract in writing; or (d) Seller’s failure to reject in writing within three (3) business days after a purchase order is placed. Confirmation is limited to the Contract’s terms, and Buyer rejects any different or additional terms in any Seller response or document. A blanket order is for Seller’s forecasting and planning purposes only and does not reflect a binding purchase commitment; Buyer will request specific deliveries in writing and is only obligated to pay for Goods or Services so requested. Buyer may terminate negotiations at any time without reason or liability.
   
   
2. CONTRACT. If other provisions have been agreed upon in the Contract between Buyer and the Seller than those in the present Terms and Conditions of Purchase, the specific provisions in the Contract shall prevail.
   
   Any technical, safety, quality, or other regulations or requirements (including the Supplier Manual) referenced in the Contract are incorporated by reference, even if not attached.
   
   Any reference to Seller’s quotation in the Contract refers only to the description of the Goods and excludes any legal or payment terms.
   
   
3. PRICE. The prices are firm, exclusive of VAT where applicable, and based on delivery in accordance with the agreed Incoterm. Additional costs, fees, taxes, tariffs, or duties, or any transport costs which have not been explicitly accepted by Buyer in writing prior to delivery are not eligible for payment. Seller represents that the prices are and will remain competitive, non-discriminatory and no higher than those charged for services or goods similar to the Services or Goods for customers similar to the Buyer.
   
   
4. PAYMENT TERMS. Unless otherwise stated in the Contract or required by local law, Seller shall send itemized invoices within thirty (30) days after delivery or acceptance of the Goods and Buyer will pay the undisputed amounts on Seller’s invoice within seventy-five (75) days after receipt. Payment by Buyer does not imply acknowledgement by Buyer that the Goods comply with the Contract. If Buyer disputes any portion of a Seller invoice in good faith, such disputed amounts are not due until resolution of the dispute and will not be considered late, a breach, grounds for Seller to suspend obligations, nor cause for any fees, penalties or interest to become due.
   
   
5. CHANGES AND CANCELLATION. Buyer may request changes to (part of) the Contract before the Goods are delivered. Seller will use its best efforts to comply with any such change request. The parties will negotiate a fair adjustment to the price and/or schedule, as needed, if Seller can demonstrate that the change will increase its costs or affect its ability to complete (part of) the Contract on time or if Buyer can demonstrate that the change will reduce cost. Buyer may cancel all or part of the Contract with respect to any Goods not yet delivered by providing Seller with three (3) calendar days prior written notice. Upon such notification, Seller will promptly take all reasonable steps to minimize costs due to such cancellation. As Seller’s exclusive remedy, Buyer will pay to Seller its unavoidable costs incurred before receiving written notice of cancellation that Seller can reasonably document. In no event will Buyer be responsible for Seller’s loss of anticipated or actual profits or loss of business or idle hours.
   
   
6. TESTING AND FACTORY INSPECTION. Buyer shall have the right to inspect and test the Goods at Seller’s plant or other place of manufacture.  Notwithstanding any such inspection or test, the Buyer remains the right to conduct a final inspection and acceptance after delivery. If rejected, the Goods will be held for disposal at Seller’s risk and expense. No inspection, testing, acceptance of any part or all of the Goods or payment shall relieve Seller from responsibility for furnishing Goods conforming to the requirements of the Contract or would affect the warranty terms, nor prejudice any claim or right Buyer may have for defective or non-conforming Goods, delays in delivery, or other non-compliance with the Contract.
   
   
7. DELIVERY. Unless otherwise agreed in the Contract, the Goods shall be delivered Free Carrier (FCA Incoterms 2020) at the address specified by the Buyer. Services shall be rendered during the period specified in the Contract and completed at the date mentioned in the Contract. Time is of the essence and by the mere act of exceeding the delivery time, the Seller shall be in default without further written notice and Buyer may immediately terminate (part of) the Contract. Seller shall inform Buyer without delay in writing of any possible delay. If in the Contract a provision is made for a penalty on the grounds of a delayed delivery or performance, this penalty shall not waive Buyer’s right to claim i) damages to the extent the actual damages exceed the amount of forfeited penalties, ii) delivery of the Goods, or iii) any of its other rights under the Contract or the law.
   
   Partial or early deliveries require Buyer’s prior written consent. Seller bears any extra costs unless Buyer requested the partial or early delivery in writing.
   
   Seller warrants the accuracy of all bills of lading, customs documents, and other documentation it provides. Upon Buyer’s reasonable request, Seller will provide all properly completed customs invoices, declarations, and evidence of export/import.
   
   
8. TRANSFER OF TITLE AND RISK. Title to Goods passes to Buyer when risk transfers under the agreed Incoterm, or upon delivery to Buyer at the agreed destination address if no Incoterm is specified. If Buyer pays before delivery, title transfers upon payment in proportion to the amount paid. Title to Services transfers upon completion.
   
   If Seller is responsible for installation or assembly, Seller bears all risk until Buyer accepts the installed or assembled Goods.
   
   
9. OWNERSHIP. All (intellectual/industrial) property rights to the JBT Marel Materials and to Goods that are developed at the specific request of Buyer, shall reside with or shall accrue fully to Buyer. Buyer is not obliged to pay a separate consideration for these rights and may dispose of them at its will. The Seller shall cooperate in the realization of any and all necessary deeds of transfer (amongst other things, with regard to intellectual/industrial property rights) and herewith, additionally, gives Buyer an irrevocable power of attorney to draw up and sign such deeds on behalf of the Seller.
   
   If Goods include custom software or modifications, Seller will, upon Buyer’s first request and at no charge, provide the object code, source code, and all related documentation in a format allowing for immediate use by Buyer without additional work or cost.
   
   For sake of clarity, all drawings, specifications, reports, records, documents, special tooling or molds, code, data, database, access mechanism and other materials prepared or created by Seller and its personnel in the performance of this Contract shall be the property of Buyer and shall be delivered to Buyer upon request or upon the termination of this Contract, and Seller shall have no claim for further employment, engagement or additional compensation as a result of the exercise by Buyer of its full rights of ownership hereunder. Seller shall ensure that all subcontractors provide for assignment to Buyer of any documents or materials prepared by them, and in the event Seller fails to secure such assignment, Seller shall indemnify Buyer for all damages resulting therefrom. Nothing in this Contract shall be construed as granting to Seller a license to or any ownership rights in any intellectual property owned and/or used by Buyer.
   
   
10. PRODUCT INFORMATION AND MANUALS. Seller shall, free of charge, provide to Buyer all technical documentation related to the Goods, such as operating and maintenance manuals, drawings, technical data sheets, product safety sheets and any other supporting documentation which are necessary to permit the Buyer to sell, hire, lend, operate and/or maintain the Goods, as well as complete and accurate data and information for all Goods, including but not limited to regulatory compliance information, certification, certificates of conformance, Goods sale restrictions, country of origin information, HS codes and other information relating to or required by the Compliance section below or as reasonably requested by Buyer (collectively, “Product Information“). Such documentation shall be supplied in the requested formats, languages and number of copies. Seller shall annually or upon other request, review and promptly approve and certify to the accuracy of Product Information and data provided to Buyer. Further, Seller shall promptly provide Buyer with any revised Product Information prior to changes or requirements becoming applicable that affect, restrict or prohibit Buyer (or Buyer’s customers) from selling, assembling, lending, hiring, storing, shipping or otherwise using Goods.
    
    
11. FORCE MAJEURE. If either party (the “Impacted Party”) is unable to comply with this Contract because of unforeseeable and unavoidable external events beyond its reasonable control, that could not have been reasonably anticipated at the time of the execution of the contract and are not a result of the Impacted Party’s actions (each, a “Force Majeure Event”), it will (a) promptly notify the other in writing, (b) minimize the disruption caused by the Force Majeure Event, and (c) make best efforts to restore its ability to perform within ten (10) business days or as soon thereafter as possible. For avoidance of doubt, the Force Majeure Event shall only relieve the Impacted Party’s obligations to the minimum extent the Impacted Party is prevented from performance. The non-Impacted Party shall have priority over, or at a minimum shall be treated at parity with, third parties if the Impacted Party’s resources or supplies are limited. If the inability to perform continues for more than thirty (30) calendar days, the non-Impacted Party may terminate the Contract immediately without costs or penalty by giving written notice to the Impacted Party. Unexpected cost increases caused by events or changing market conditions, shortage of raw materials, breakdowns in Supplier’s production, transport problems, labor shortage, stoppage or hindrance caused by labor strikes or work slowdowns, or other industrial disputes or job actions at a facility owned or operated by a party or its affiliate(s) are not uncontrollable events which entitle a party to be deemed an Impacted Party. For purposes hereof, “affiliate” means any company directly or indirectly controlling, controlled by or under common control with the respective party. Notwithstanding the foregoing, Seller will work Buyer to fulfill any outstanding Orders up and until the point that the Force Majeure Event prohibits Seller from fulfilling its obligations.
    
    
12. CORRECTIVE ACTIONS. Seller must immediately notify Buyer, in writing, of any potential or actual stop ship, recall, defective raw material or part, or regulatory action involving a Good sold by Seller to Buyer (“Product Regulatory Action”). Buyer may itself, and if requested by Buyer, then Seller shall, at Seller’s expense, immediately notify all Buyer’s customers who, according to Buyer’s records, have received or are scheduled to receive Goods subject to a Product Regulatory Action. In addition, Seller shall bear the expense of the return and/or replacement and/or repair of the items subject to a Product Regulatory Action. Buyer shall have the right at Seller’s expense to return to Seller (and to be issued a corresponding refund for) all of Buyer’s inventory of Goods subject to a Product Regulatory Action in addition to any other remedies.
    
    
13. BUYER PROPERTY. If Buyer lends Seller any machinery, equipment, tools, molds, software, jigs, dies, patterns, drawings, specifications or samples in connection with the Contract (collectively, “Buyer Property”) such items shall remain the property of Buyer, unless otherwise stated on the face of the Contract, and Seller will keep them clearly marked as Buyer property, and keep them in good condition, ensure they remain free of any liens, encumbrances or security interests, use them only in connection with the Contract, and return them to Buyer or otherwise dispose of them as Buyer directs. Supplier shall bear all risk of loss or destruction of the Buyer Property and shall insure the Buyer Property against replacement value with Buyer as beneficiary. Use of any Buyer Property does not relieve Seller of any obligations under the Contract.
    
    
14. AUDITS. From time to time during the pendency of the Contract and for five (5) years following completion of the Contract, Buyer may audit Seller’s books and records relating to the production of Goods under the Contract in order to verify that pricing, pass-through costs, reimbursable expenses, or other financial provisions conform to the Contract (a “Financial Audit”). From time to time, Buyer may also audit Seller’s facilities involved with production of Items under the Contract to evaluate compliance with the specifications and other regulatory or supply chain security requirements of the Contract (together with Financial Audits, “Audits”). Buyer may conduct Audits itself or through third-party representatives. Any Audits will be conducted upon reasonable advance written notice, during normal business hours, and so as to not unreasonably interfere with Seller’s operations. Should a Financial Audit reveal Seller has overcharged Buyer, whether intentionally or inadvertently, then Buyer shall be entitled to a prompt refund of the overcharge, plus interest at the highest rate allowed by applicable law. In the event of an overcharge in excess of ten percent (10%) of the amounts actually due to Seller hereunder, Seller shall reimburse Buyer for the reasonable cost of the audit.
    
    
15. CONFIDENTIALITY. The Contract and related information transmitted by the disclosing party to the receiving party may contain confidential or proprietary, non-public information of the disclosing party, its subsidiaries or affiliates. Such information includes, without limitation, pricing and quantity information, specifications, information marked “Confidential”, and any information that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. For a period of five (5) years after the transmission of the relevant order or information, the receiving party shall hold such information in confidence, utilize such information solely for purposes of performing under the Contract, and not disclose such information without the disclosing party’s prior written consent (a) to a third party, or (b) internally to those without a need to know it. However this does not apply i) to the extent that Buyer or the end-user cannot use the Goods according to the Contract without disclosing such information, or ii) Buyer has to disclose information to be able to involve a third party in (de)installation, repair or maintenance of the Supply, or iii)  to the extent that Buyer needs such information to be able to enforce any remedies that it has under the Contract or to defend itself against any claims of the Supplier or third parties. If the parties have executed an agreement regarding the protection of proprietary information (eg: a Confidentiality Agreement, Non-Disclosure Agreement or confidentiality provision in an incorporated agreement), such agreement shall control in the event of any conflict with, and shall supplement, the terms of this section.
    
    
16. WARRANTIES.

17. INDEMNIFICATION. Seller will indemnify, defend and hold Buyer, its affiliates and their respective directors, officers, employees and agents (each an “Indemnified Party”) harmless from and against any and all third party claims, losses, damages, suits, fees, judgments, costs, fines, penalties, and expenses (including reasonable legal fees and expenses) (collectively, “Third Party Claims”) that an Indemnified Party may suffer or incur due to: (a) actual or alleged breaches of the Contract, (b) negligent acts or omissions, breach of statutory duty or willful misconduct by Seller, its employees, agents or subcontractors, (c) actual or alleged infringement of any intellectual property right; (d) Seller’s or its employee’s, agent’s or subcontractor’s breach of any privacy, confidentiality or data security obligation under the Contract or an incorporated agreement; (e) any acts or omissions of Seller or its personnel resulting in personal injury (including death) or damage to property; (f) any violation of applicable law or regulation by Seller; or (g) any claims or liabilities relating to work status, compensation, tax, insurance, pension, social security or benefit matters related to Seller’s personnel or Seller’s subcontractors, or personnel engaged by Seller’s subcontractors. Seller’s obligations under this section shall apply on a worldwide basis. Seller shall ensure that all contracts with subcontractors include the same indemnification obligations for the benefit of Buyer.
    
    If a Third-Party Claim is commenced with respect to which an Indemnified Party is entitled to indemnification, the Indemnified Party shall provide prompt notice thereof to Seller. Seller shall immediately take control of the defense, settlement and investigation of any Third-Party Claim and employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at Seller’s sole cost. The Indemnified Party shall cooperate in all reasonable respects, at Seller’s cost and request, in the investigation, trial and defense of such Third-Party Claim and any appeal arising therefrom. Failure of the Indemnified Parties to satisfy the foregoing notice and cooperation requirements shall relieve Seller of its obligations in this section only if and to the extent that Seller suffers actual material prejudice as a result thereof. Seller shall not consent to the entry of any order or judgment or enter into any settlement with respect to a Third-Party Claim that imposes any obligations on an Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may also, at its own cost and discretion, participate through its attorneys or otherwise in such investigation, trial and defense of any Third-Party Claim and related appeals.
    
    
18. DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BUYER BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER DIRECTLY OR UNDER ANY INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED TO THE CONTRACT, FOR ANY (A) SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSS, (B) LOSS OR DAMAGES OF AN INDIRECT OR CONSEQUENTIAL NATURE, INCLUDING WITHOUT LIMITATION ANY ECONOMIC LOSS OR OTHER LOSS OF TURNOVER, USE, GOODWILL OR BUSINESS INTERRUPTION OR DELAY OF PRODUCTION, OR (C) LOST PROFITS.
    
    
19. PUBLIC DISCLOSURES. Except as required by law or with Buyer’s prior written consent, Seller will not (a) for a period of five (5) years after the date of the Contract, disclose the existence or the terms of the Contract or the existence of a relationship between the parties to any party, or (b) use Buyer’s, its affiliates’ or subsidiaries’ corporate names or trademarks.
    
    
20. RELATIONSHIP OF THE PARTIES. The Contract does not create a partnership, agency or joint venture relationship between the parties. Each party is an independent contractor, has no authority to bind the other party, and is solely responsible for its respective employees, agents and subcontractors, including without limitation, their performance, compensation, benefits, taxes, insurance, social security, withholdings and other statutory or contractual obligations. Seller is solely responsible for determining the means and methods for meeting its obligations under the Contract and Seller shall, if requested by Buyer, send to Buyer at no costs conclusive written evidence that it has fulfilled all its obligations towards tax authorities and social security authorities. Seller shall ensure its personnel understand the extent (and absence) of Buyer’s obligations under this Agreement and be responsible for assuring that each such personnel agrees to uphold the confidentiality provisions hereunder. The duties, obligations, rights and remedies under the Contract are in addition to and not in limitation of those otherwise imposed or available by law.
    
    
21. NON-EXCLUSIVITY. The Contract is not exclusive, and either party is free to enter into similar agreements with anyone else, unless stated on the face of the Contract.
    
    
22. TERMINATION. Notwithstanding any other provision of the Contract (including the termination right provided under section 11 above) and/or any other Buyer’s remedy provided by law, Buyer may immediately terminate the Contract in whole or in part, without any obligation to pay compensation and without prejudice to any other rights of Buyer if Seller breaches its obligations under the Contract and such breach is not resolved within fifteen (15) business days from the Buyer’s formal request to comply with such obligations. In addition to the above, Buyer may, by written notice, immediately terminate the Contract in whole or in part, without any obligation to pay compensation and without prejudice to any other rights of Buyer, if: (a) ten (10) business days after Buyer’s written demand for adequate assurance, reasonable grounds for insecurity remain as to Seller’s expected performance (including timely performance), or (b) Seller becomes insolvent, temporarily suspends payments or makes an assignment for the benefit of creditors, liquidation of Seller’s business is initiated or there is filed a petition in bankruptcy or reorganization proceedings. Terms herein that expressly or by their nature contemplate performance after termination or expiration shall survive such termination or expiration and continue in full force and effect. In case of termination or expiration of a Contract, or upon request of Buyer, Seller shall cooperate at no costs for Buyer to ensure a smooth and efficient transfer of the execution of the Goods to Buyer or another supplier chosen by Buyer and as a part of this Seller shall make all documentation needed for such transfer available at no costs. JBT Marel Materials will be returned to Buyer at Buyer’s first written request. Seller shall provide Buyer with certificates which confirm JBT Marel Materials have been fully returned, deleted, and/or destroyed.
    
    Upon termination, expiration, or ‘end-of-life’ of a Contract, Buyer may place a final order for a quantity up to the total ordered in the prior two years, at prevailing market prices. For software, Seller must provide 12 months’ notice of discontinuation and continue support for 36 months after the end-of-life notice expires.
    
    
23. COMPLIANCE. In its performance of the Contract, Seller will comply with (a) all applicable federal, state, central county, regional and local government laws and regulations in force at the time of performance, including, without limitation, all applicable laws including their successors relating to occupational health and safety, food safety laws (like EC 1935/2004, EC/10/2011  and USDA Rules), safety laws (like EC/2006/42 and USDA Rules), CE/ UKCA marking(s), CE declarations, the environment, labor and human rights, packaging and labeling, trade, taxation, data privacy and data protection, business integrity and anti-corruption and ant-bribery, including the United States Foreign Corrupt Practices Act, and (b) the JBT Marel Corporation Supplier Code of Conduct in effect at the date any order for the Goods are placed, which is hereby incorporated herein. Seller shall also comply with all legal regulations, ordinances, decrees, orders, laws, and other rules and regulations that apply to Seller in the jurisdictions they operate, including without limitation the Responsible Business Alliance (RBA) Code of Conduct and all rules, regulations and provisions relevant to health, safety, human rights, labor, ethics, and the environment including without limitation, the Countering America’s Adversaries Through Sanctions Act (CAATSA), the restrictions on materials set forth in the EU Council Directives 2011/65/EC (RoHS) and other country specific RoHS requirements, Commission Delegated Directive (EU) 2015/863 (RoHS Phthalates), and the restriction and notification of substances set forth in EU Regulation EC 1907/2006 (REACH) and the procurement of minerals from areas of conflict as required by the US Security and Exchange’s final rules on Conflict Minerals, 17 CFR Parts 240 and 249(b) or any other equivalent regulations on Conflict Minerals. On an at least an annual basis, Seller shall cooperate fully with Buyer’s efforts to demonstrate compliance including providing Buyer with a written declaration or certification of compliance upon Buyer’s request. Seller shall also provide Buyer with a full material declaration upon Buyer’s request and shall advise Buyer if the chemical content of their Goods changes. Any service required to achieve compliance hereunder shall be included in the price of the Goods. To the extent the Seller supplies software and hardware that is covered by the EU Data Act (Regulation (EU) 2023/2854), the EU Cyber Resilience Act (Regulation (EU) 2024/2847) and/or the NIS2 Directive (Directive (EU) 2022/2555), the Seller shall ensure compliance with the applicable standards and requirements.  Seller shall inform Buyer of any material cyber security incident or data breach as soon as reasonably possible and at least within 72 hours.
    
    
24. SUPPLY CHAIN SECURITY. Seller agrees that during the period in which it ships Goods to Buyer, it and its subcontractors who either ship directly or package goods for shipment will either provide documentation to the Buyer that the Seller, and the Seller’s applicable subcontractors, meet the minimum supply chain security requirements of possessing: 1. all applicable authorizations and licenses to carry out the supply chain function, and 2. security procedures which include at a minimum a. screening procedures of business partners and employees, b. physical access controls, c. container and conveyance integrity inspection procedures, d. records retention requirements and procedures, and e. ongoing security procedures training.
    
    
25. FEDERAL CONTRACTOR RESPONSIBILITIES. If applicable, Buyer must comply with certain legal provisions because it has contracts with the United States government. To the extent applicable and if Seller is not exempt, Seller shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. To the extent applicable and if Seller is not exempt, Seller agrees to also comply with these provisions, which are incorporated into this Agreement by reference and set forth in 41 CFR Parts 60-1 through 60-60 (women and minorities); 29 USC Section 793 and the applicable regulations contained in 41 CFR Part 60-741 (individuals with disabilities); 38 USC Section 4212 and the applicable regulations contained in 41 CFR Part 60-250 and 60-300 (covered veterans); the employee notice requirements set forth in 29 CFR Part 471, Appendix A; FAR 52.203-13 & 15 (code of business ethics and conduct); 52.219-8 (utilization of small business concerns); 52.222-50 (combatting trafficking in persons); and 52.247-64 (preference for privately owned U.S. flag commercial vessels). Buyer may modify these requirements at any time as reasonably required by changes in U.S. laws and regulations.
    
    
26. EXPORT RESTRICTIONS AND IMPORT REQUIREMENTS: Seller shall comply with all export laws, rules, policies and procedures of the applicable government and other competent authorities.  The Seller shall comply with all applicable sanctions prohibiting the export or re-export of goods, services, or technology to any country, entity, or region designated by the U.S. government acting alone or in coordination with other countries’ sanctions. Buyer products, software, and technology are subject to U.S. export control laws and regulations and may be subject to export or import regulations in the U.S and other countries.  Seller shall not transmit, export, re-export or transfer, directly or indirectly, separately or as part of any system, the Goods, any Buyer products, software and/or technology, or any technical data (including processes and services): (i) in violation of any applicable laws or regulations of the United States or the country where Buyer products, software, or technology was legally obtained; and/or (ii) without first obtaining any license required by the applicable government, including without limitation, the United States Government and/or any other applicable competent authority. Seller certifies that no materials or technical data supplied by Buyer will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design, development, production or use of nuclear, biological or chemical weapons or missile technology. In advance of shipment, Seller shall provide Buyer with: (a) all applicable governmental trade product classifications necessary to facilitate trade (i.e. Harmonized Tariff Schedule and the U.S. Export Commodity Classification Number); (b) proper Product and carton “Origin Markings” in accordance with applicable regulations (with notification of any and all changes thereto as soon as they occur); and (c) the necessary certifications if Product is eligible for preferential trade programs (i.e. General Systems of Preferences, Duty Drawback, 9801). Seller represents that it: (I) is not a person, entity, organization or other party identified in any government restricted, or otherwise sanctioned, parties list such as, but not limited to the lists published and revised from time to time by the United States Department of Treasury, the United States Department of State, the United States Department of Commerce, the European Union, the United States White House, the Japanese Ministry of Economy, Trade and Industry (METI), the United Nations, the Government of the United Kingdom, and other governments as applicable per transaction (“Sanctioned Parties List”); (II) will not transfer Buyer products, software, technology, or technical data to a “foreign national” having a last citizenship or permanent residency of Iran, Cuba, North Korea, Sudan or Syria, or the following regions of Ukraine: Crimea, Kherson, Zaporizhzhia, or the so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) or any individual on or entity on a Sanctioned Parties List; and (III) in order to comply with U.S. export control laws and regulations on Buyer controlled technologies, Seller agrees that it will not assign any unprotected foreign national to work on Buyer projects unless Seller has: (A) identified the unprotected foreign national to Buyer; (B) provided Buyer with all information necessary for Buyer to make an export licensing determination; and (C) has received from Buyer permission to assign such unprotected foreign national to Buyer’s work. For the purposes of this section, the term “foreign national” is defined as any person who is not a citizen of the United States, a lawful permanent resident of the United States, or a protected individual as defined by 8 U.S.C. 1324b(a)(3). Buyer shall not divert or re-export the goods, technology, or deliverables provided under this Agreement, in violation of applicable export control laws and regulations, including those of the United States. Upon request, the Buyer or Seller may require an end-user certificate or similar documentation to confirm that goods are used solely as agreed and are not transferred or re-exported without prior written consent. Each party will comply with all applicable export and import laws, regulations, and licensing requirements, including, without limitation, the U.S. Export Administration Regulations (EAR), the U.S. International Traffic in Arms Regulations (ITAR), the U.S. Foreign Assets Control Regulations, and export and import laws and regulations of all other relevant jurisdictions. Any party failing to comply with applicable export or import regulations will be liable for all associated penalties, fines, or damages, and will indemnify, defend, and hold harmless the other party from and against any related liabilities, costs, or expenses (including reasonable legal fees).
    
    
27. DISPUTE RESOLUTION AND GOVERNING LAW. If the parties cannot, after a reasonable time not exceeding 60 days after the first notice, resolve a dispute related to or arising out of the Contract through good faith negotiation or a party fails to enter into good faith negotiation, such dispute shall be resolved for Buyer with its registered office in the European Union by the competent national court in Amsterdam, the Netherlands, and for all other Buyers in the federal and state courts located in Cook County, Illinois and each party irrevocably submits to the sole and exclusive jurisdiction of these courts and tribunals to hear any dispute related to or arising out of the Contract. Nothing herein shall prevent a party from seeking provisional remedy in such courts and tribunals where the provisional remedy is necessary to protect its interests. The Contract and all legal relationships between parties shall be governed by and construed for Buyer with its registered office in the European Union in accordance with Dutch laws, and for all other cases in accordance with the laws of the State of Delaware but excluding its choice or conflicts of law rules which would direct the application of the laws of another jurisdiction. To the extent permitted by applicable law, English is the official language of the Contract and in the event of any dispute arising under or related to this Contract, English shall prevail and govern any interpretation, meaning or intent, regardless of whether any translation is also prepared for convenience or any other purpose. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to the Contract or the obligations of the parties hereunder. If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the order and the remainder of the provision in question shall not be affected.
    
    
28. ASSIGNMENT; DIVESTITURES AND ACQUISITIONS.
    
    A. No part of the Contract may be delegated, assigned, transferred or subcontracted by Seller without the prior written authorization of Buyer, which shall not unreasonably be withheld. No authorized delegation, assignment, transfer or subcontract of all or any part of the Contract will relieve Seller from liability under this Contract.
    
    B. If Seller is divested or acquired by another company, Buyer will have the option of continuing with the Contract, or cancelling (part of) the Contract without any liability with fifteen (15) days’ written notice.
    
    C. If Buyer acquires additional companies that use similar Goods and Services for its business, Seller will allow the newly acquired company to operate as a JBT Marel purchasing entity under these exact General Terms and Conditions for any Contract.
    
    D. If Buyer divests an operating entity(ies), Seller will allow upon request of Buyer the divested operating entity to operate as a JBT Marel purchasing entity under these exact General Terms and Conditions for any Contract.
    
    
29. NOTICES. All notices given hereunder shall be in writing and either hand delivered or sent via registered mail or a nationally recognized courier, properly addressed to the party to be notified at the addresses set forth in the Contract and shall be deemed made when received or officially recorded as delivered.
    
    The parties agree that this Contract and related documents may be signed electronically. Electronic signatures are valid and binding under applicable law. Individuals signing electronically represent they have authority to bind their respective party.
    
    
30. INSURANCE. Seller will maintain, at its sole cost and expense, with reputable and financially solvent insurance companies, the insurance coverages and requirements specified below:
    
    A. Commercial General Liability covering its obligations under the Contract, of not less than USD1,000,000 per occurrence, USD2,000,000 in the aggregate, for bodily injury, personal and advertising injury, property damage liability and contractual liability.
    
    B. Comprehensive Automobile Liability, if any motor vehicle (owned, non-owned or hired) is used in connection with the work to be performed, Seller shall provide auto liability insurance with combined single limits of not less than USD1,000,000 per occurrence.
    
    C. As applicable, Workers Compensation and Employer’s Liability, Workers Compensation insurance to meet the statutory obligations of the applicable jurisdiction, covering all employees who are to provide a Service under the Contract and Employer’s Liability coverage with limits of not less than USD1,000,000 per each accident, illness or disease.
    
    D. Professional Liability / Errors & Omissions, when any architects, engineers, construction managers or any other professional consultants perform professional services in connection with the Contract, Professional Liability insurance covering acts, errors, or omissions shall be maintained with limits of not less than USD1,000,000 per occurrence.
    
    E. Cyber Risk Liability, when any work or services regarding the use, access, servicing or maintenance of any of Buyer’s network systems or operations is performed, Seller shall maintain Cyber Risk Liability insurance in the amount of USD2,000,000 per occurrence and in the aggregate, including coverage for media liability, privacy and cyber security liability and privacy regulatory defense, awards and fines coverage.

Seller will name Buyer as an additional insured on all required policies (except workers’ compensation) and provide certificates of insurance evidencing all required coverage and endorsements before the Contract date. Seller will provide 30 days’ prior written notice of any cancellation, material change, or non-renewal. Seller and its insurers waive all rights of subrogation against Buyer and its representatives. Seller’s insurance is primary and non-contributory to any insurance maintained by Buyer. The required insurance limits do not limit Seller’s liability or indemnification obligations under the Contract.