1. APPLICABILITY; CONTRARY TERMS; PERFORMANCE.

(a) All purchase or sales orders (each, the “Order”) submitted by Buyer to Seller, for purchase of Seller’s products (the “Goods”) as described in the Order, shall be deemed to be a non-binding offer by Buyer to purchase the products specified therein pursuant to the terms of these Terms. The Order must include at a minimum: (i) a detailed identification of the Goods to be purchased, (ii) the specific quantity of the Goods to be purchased, and (iii) any additional information that Seller may require in writing from Buyer from time to time. The Order is subject to written confirmation and acceptance by Seller. If the Order is accepted by Seller, it shall give rise to a contract under the terms set forth in the Order and these Terms. Any conflict between the terms of the Order and these Terms shall be resolved in favor of these Terms (unless otherwise provided in these Terms).

ANY PROVISION OF ANY FORM OR OTHERWISE PROPOSED BY Buyer, WHETHER IN QUOTATION, ACKNOWLEDGEMENT, INVOICE OR OTHERWISE, INCONSISTENT WITH OR ADDITIONAL TO THESE TERMS WILL NOT CONSTITUTE A PART OF THE CONTRACT OF SALE AND ARE REJECTED.

(b) Seller’s performance is conditional upon Buyer’s assent to these Terms; if any of these Terms are not acceptable to Buyer, Seller must be notified promptly. No claimed modification, termination or waiver will be binding on Seller unless it is in writing and signed by a duly authorized representative of Seller.

2. Payment Terms; Order Documentation; forecasts.

(a) Buyer shall submit payment per the terms in an accepted Order. If Buyer exceeds such terms, it shall automatically be in default and Seller reserves the right in its discretion to charge interest to Buyer on the overdue amount at the rate of 1.5% per month or the maximum amount permitted by applicable laws, whichever is less, as of the moment the default commences. During the default, Seller reserves the right to stop further deliveries to Buyer. If Buyer requests any additional processing regarding invoices beyond Seller’s normal procedures (such as third-party sites, web-based portals, customer-specific processes or other special requests), such requests must be approved in writing by Seller and shall be subject to an additional surcharge as determined by Seller.

In the event of liquidation or bankruptcy of or suspension of payment by Buyer or its affiliates, payments fall due immediately and Seller is authorized to suspend or cancel any agreement with Buyer or its affiliates, without prejudice to Seller’s right to seek compensation or any other legal remedy. If partial payments were agreed upon and Buyer defaults on one term, the full remaining amount will fall due immediately and without further notice. Seller may set off any amount due from Buyer, whether or not under these Terms, against any amount due Buyer hereunder.

(b) In addition to the other information required pursuant to Section 1, when placing its order, or at Seller’s first request, Buyer must specify in writing what information, specifications and documents are required pursuant to the regulations of the country in which the delivery is made, such as those relating to: invoicing; phytosanitary requirements; international certificates and other import documents or import statements. Seller will use commercially reasonable efforts to provide such information, specifications, and documents to Buyer, but shall not in any event be liable to Buyer for its inability to do so.

(c) Buyer will provide to Seller, on a monthly basis, a written, non-binding forecast of its intended purchases on a rolling 12-month basis. Buyer will use its best efforts to ensure the accuracy of such forecasts, and will promptly notify Seller in writing if Buyer becomes aware of facts which are likely to cause Buyer’s actual purchases to materially differ from those set forth in the most recent forecast. Seller makes no guarantee of its ability to produce any specific volumes of the Goods, whether or not identified in forecasts, and Seller makes no commitments to supply any specified volumes of the Goods except such volumes as reflected in an accepted Order.

3. PrODUCT RECALLS.

Seller expressly retains the right, in its sole discretion, to order and control any recall, repair, replacement or refund program relating to the Goods, including if mandated by an order of a governmental agency to correct a manufacturing defect affecting the safety of Goods sold.  In the event a recall, repair, replacement or refund program is required, (a) Buyer shall fully cooperate with Seller, at Seller’s request, in the implementation and administration of any program of recall, repair, replacement or refund, and (b) Buyer shall furnish to Seller such records regarding any program of recall, repair, replacement or refund as Seller shall reasonably request.  Seller shall have no liability to Buyer of any type or nature with respect to any recall, repair, replacement or refund program unless (i) the Warranty Termination Date has not yet occurred with respect to the affected Goods and (ii) such recall, repair, replacement or refund program is solely and directly caused by Seller’s gross negligence or intentional misconduct.  Any liability of Seller to Buyer arising in connection with any recall, repair, replacement or refund program will be subject to all of the limitations set forth in these Terms and will further be limited to the amount of Buyer’s actual reasonable and documented out-of-pocket costs and expenses incurred by Buyer directly in connection therewith.  Buyer shall immediately notify Seller of any condition known to it that may affect the safety of the Goods, and to the extent legally permissible Buyer shall, prior to notifying any governmental agency thereof, consult with Seller about any such condition and the contents of any such governmental notification.  Nothing in this Agreement shall constitute a waiver or limitation by Seller of any constitutional, statutory, or other right to administrative or judicial review of any request, demand, or order of any governmental agency or body.

4. PRICE; Supply; Delivery or PICkUP; Returns and DUNNAGE REPLENISHMENT; Title.

(a) Seller reserves the right to adjust its prices periodically. Any new price quotation supersedes the former quotation with regard to the Orders placed after the date of the new quotation. If the Order has a required quantity (or a minimum volume) that differs from Seller’s standard packing unit or its multiple, Seller will be free to supply the next higher quantity or volume. If the Order of the Goods relates to Seller’s custom ingredients business units, (i) Seller reserves the right apply reasonable carrying charges for continued storage of committed volumes, and (ii) the Goods will be charged at Average of the Mostly (AOM) pricing at time of shipment.

(b) For sales within the United States, the Uniform Commercial Code Terms (such as FOB Origin/Destination) will be used to communicate delivery terms. For sales outside of the United States, Incoterms 2020 will be applicable to define delivery terms, including the party’s responsibility for transportation and logistics costs like freight and insurance, and which party bears the risk at each stage of the delivery process including the risks of damage or loss. Unless otherwise specified herein, delivery will take place per the delivery terms in an accepted Order. In case of non-payment, Seller shall have the right to recall the Goods from Buyer, and Buyer shall cooperate with such recall. Buyer does not have the right to claim any means of compensation.

(c) For ‘Customer Pickup’ Orders, Buyer must schedule a pickup appointment for the Order at least 48 hours in advance of the desired pickup date by contacting Seller at [email protected], with changes to the transportation management communicated in writing to Seller’s assigned sales associate for the Order. Buyer agrees to Seller’s Credit Policy and Transportation Policy (the “Policies”). All terms and provisions set forth in the Policies (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. If the Order of the Goods relates to Seller’s food service business units and the Order is picked up by Buyer after the scheduled pickup appointment, (i) Buyer will be subject to pricing in effect on the actual shipping date, and (ii) Buyer will be responsible for costs of the Goods that exceed their shipping age requirements. Buyer shall be responsible for detention charges for waits over 2 hours. Seller is not responsible for moving any Buyer goods already on Buyer’s truck nor is Seller responsible for the condition of such goods. Trailers coming into Seller’s facilities must be 102” wide and able to accommodate forklift loading. Buyer will be charged a restocking fee for Buyer’s failure to pick up the Goods within a reasonable time if the Order of the Goods relates to Seller’s custom ingredients business units. For refrigerated shipments, Buyer’s trailer or shipment temperature must be set to temperature as advised in product handling instructions provided during onboarding. (regardless of outside temperatures). Acceptance of part or all of the Goods after the specified pickup date(s) will operate as a waiver of any of Buyer’s rights, including its rights to damages for late pickup.

(d) Buyer is not allowed to return the Goods to Seller, unless Seller gives permission thereto. Expired Goods not sold cannot be returned. The costs of return shipments shall be at Buyer’s account. In the event Seller utilizes any returnable dunnage in connection with the transportation of the Goods, Seller may invoice Buyer for damaged and/or missing dunnage based upon a periodic reconciliation of dunnage shipments versus dunnage returns. The reimbursed cost for such dunnage shall be Seller’s actual cost to replace such dunnage, plus a reasonable service charge determined by Seller. If Seller delivers up to ten percent (10%) more or less than the quantity of the Goods ordered by Buyer, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall, and shall pay for such Goods the price set forth in the Order, adjusted pro rata.

(e) For sales within the United States, title shall remain the property of Seller until the Buyer has paid for the Goods in full. For sales outside of the United States, title to all exported goods shall transfer to Buyer when the shipment is loaded onto the mode of transport at the U.S. departure port.

5. Orders; AMENDMENT; TERMINATION; Force Majeure.

(a) Buyer must send all correspondence related to the Order to Grande Customer Service email. Buyer must follow the Grande business unit lead time protocol.  Changes to the Order will not be binding on Seller unless evidenced by a change order issued and signed by an authorized representative of Seller. Buyer cannot make changes to the Order once the Order is scheduled for shipping within 48 hours.

(b) Buyer may terminate the Order in whole or in part by giving written notice to Seller in writing, so long as the written notice is not within 48 hours of the scheduled shipping or pickup date and time. When Seller receives such notice, it will, to the extent specified therein, stop work and the placement of subcontracts under the Order, terminate work outstanding hereunder, and take any necessary action to protect the property in Seller’s possession in which Buyer has or may acquire an interest. Seller shall be paid a reasonable termination charge reflecting the percentage of the work performed prior to the termination notice, plus actual direct costs resulting from termination. Any termination claim must be submitted to Seller within 10 days after the effective date of the termination.

(c) In addition to any remedies that may be provided to Seller under these Terms or applicable law, Seller may terminate the Order, in whole or in part, without liability and with immediate effect upon notice to Buyer for any reason or no reason at all; provided, however, that any termination without cause shall require at least twenty-four (24) hours’ notice to Buyer (email or verbal notice being sufficient). Without limiting the foregoing, Seller may terminate the Order, in whole or in part, without liability and with immediate effect upon notice to Buyer if Buyer (i) fails to pay any amount when due to Seller, whether or not under these Terms; (ii) has not performed or complied with any term of these Terms, in whole or in part; or (iii) 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. Further, Seller may terminate the Order if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Goods.

(d) Notwithstanding anything to the contrary contained herein, Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached these Terms or the Order, for any whole or partial failure or delay in fulfilling or performing any term of these Terms or the Order, and Seller may implement price increases due to increased costs, when and to the extent such failure, delay or cost increase is caused by or results from, in whole or in part, acts, events or circumstances beyond Seller’s reasonable control (force majeure events). If any such event renders Seller’s timely delivery or performance of the Order impracticable, at Seller’s option, (i) the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay, or (ii) Seller will be excused from performance and Buyer shall promptly, upon Seller’s request, pay Seller for the Order then completed (whether fully or partly completed).

6. Buyer obligations; warranty; Claims; Risk of Loss; liability.

(a) Buyer shall (i) cooperate with Seller in all matters relating to the Order and provide access to Buyer’s premises, and to such office accommodations and other facilities as Seller requests for the purpose of performing or delivering any of the Goods; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that Seller deems necessary in order to complete and provide the Goods in accordance with these Terms; (iii) provide in a timely manner such customer materials or information that Seller requests in order to complete and provide the Order, and Buyer shall ensure that such customer materials and information are complete and accurate in all respects; and (iv) comply with Seller’s policies, programs, and guidelines, as may be modified by Seller from time to time in its sole discretion. Buyer shall comply with all applicable federal, state and local laws, regulations, orders, and ordinances. Unless otherwise agreed in an accepted Order, Buyer shall comply with all export and import laws of all countries involved in the purchase of the Goods hereunder, and Buyer assumes all responsibility for shipments of the Goods requiring any government export or import clearance. Buyer represents and warrants that Buyer is and shall at all times remain in compliance with all laws administered by the U.S. Treasury Office of Foreign Assets Control or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries, entities, and persons (“Embargoed Targets”).

(b) For sales within the United States, Seller warrants that the Goods are in compliance with all requirements of any applicable federal, state, provincial or local law, regulation, ordinance, or rule of the place where the Goods are produced and/or packaged. Seller warrants that the Goods have been labelled as required by such laws and conform to their respective label descriptions. No warranty applies to any other product specifications and Seller shall not share its financials with Buyer in relation to the Order of the Goods. SELLER MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. FOR THE AVOIDANCE OF DOUBT, THERE ARE NO WARRANTIES OR CONDITIONS WHICH EXTEND BEYOND THOSE DESCRIBED ON THE FACE OF THESE TERMS. SHOULD ANY PORTION OF THIS DISCLAIMER OF WARRANTIES AND CONDITIONS BE FOUND TO BE UNENFORCEABLE, THE REMAINING PORTION SHALL BE ENFORCED TO THE MAXIMUM EXTENT POSSIBLE. BUYER EXPLICITLY AGREES THAT THE GOODS ARE SOLD AS IS.

(c) For sales outside of the United States, Seller warrants that, at the time of shipment, all of the Goods will be free from material defects. Seller makes no representations or warranties whatsoever with respect to any sample Goods provided to Buyer, whether paid for or provided without charge, and all sample Goods are provided on an AS-IS, WHERE-IS basis. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, provided in connection with, or packaged together with the Goods. Third Party Products are not covered by the limited warranty set forth in this Section 5.  EXCEPT FOR PRESERVED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT PROVIDED BY THE THIRD PARTY, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(d) All of Seller’s representations and warranties set forth in these Terms relating to the Goods will expire and be of no further force or effect after the “best if used by,” “use by,” or similar date provided by Seller with respect to the Goods or, if no such date is applicable, then the date that is thirty (30) days following substantial completion of the delivery of the Goods (in each case, the “Warranty Termination Date”). Buyer shall have no right or remedy with respect to any actual or alleged defect in the Order or breach of any representation or warranty relating thereto unless Buyer provides Seller with written notice thereof, with reasonable detail and specificity, prior to the applicable Warranty Termination Date.

(e) Buyer shall examine the Goods on, or as soon as possible after, delivery or pickup of the Goods. Complaints concerning apparent defects to the Goods, including their packaging, any overs or shortages, must be reported to Seller in writing within 72 hours of the delivery or pickup of the Goods. Complaints concerning alleged non-apparent or hidden defects to the Goods, including their packaging, must be reported to Seller in writing within ten days of the date on which the alleged defect concerned was or could reasonably have been discovered by Buyer. Complaints have to be set out in such a manner that Seller or a third party can verify them. Pictures, Seller SKU numbers for the Goods, delivery and invoice details have to be specified in the written complaint. Buyer must also indicate under which circumstances the Goods have been used and, in case of permitted resale, to whom the goods have been resold. In the event that any complaint is not reported to Seller in writing within the stated period, the complaint will be waived and forfeited and Buyer will lose all rights to obtain any form of recovery, including damages.

In the event that, in Seller’s opinion, a complaint by Buyer that the Goods do not conform with the warranty in Section 5(a) is justified, Seller shall, to the extent possible and at its sole discretion and costs, either replace the Goods with conforming goods or reimburse Buyer’s invoice costs for the non-conforming goods. Buyer shall in that event give its full cooperation to Seller. Buyer is under the obligation to limit as much as possible the damages regarding the Goods already delivered for which it filed a complaint before Seller.

(f) Seller shall not be liable for damages suffered by Buyer caused by or otherwise related to defective goods, including their packaging, unless such damage is the result of intentional misconduct or gross negligence on the part of Seller and/or its employees. Seller shall not be liable for any loss or damage caused by malfunction or changes in Buyer’s trailer or shipment required temperature. Seller shall not be liable for any loss or damage caused by its non-acceptance of the Order. Seller shall furthermore in any event not be liable for damages caused by an alleged delay in the delivery or pickup of the Goods. THE LIABILITY OF SELLER, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AND CONTRACTORS (COLLECTIVELY, THE SELLER PARTIES) FOR ANY AND ALL LOSSES AND DAMAGES TO BUYER OF ANY TYPE RESULTING FROM ANY CAUSE WHATSOEVER INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS OR ALLEGED DEFECTIVE GOODS, IRRESPECTIVE OF WHETHER SUCH DEFECTS ARE DISCOVERABLE OR LATENT, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS WITH RESPECT TO WHICH SUCH DAMAGES ARE CLAIMED. MOREOVER, IN NO EVENT SHALL THE SELLER PARTIES BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SHOULD ANY PORTION OF THIS LIMITATION OF LIABILITY BE FOUND TO BE UNENFORCEABLE, THE REMAINING PORTION SHALL BE ENFORCED TO THE MAXIMUM EXTENT POSSIBLE.

7. INDEMNIFICATION; ASSIGNMENT; CYBER ATTACK.

(a) Buyer shall indemnify, defend, and hold Seller, its direct and indirect parent and subsidiary entities and other affiliates, and its and their respective directors, officers, employees, representatives, agents, direct and indirect customers and product users, and each of the foregoing’s respective successors and assigns, harmless from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses, of any kind whatsoever, including all attorneys’ fees, arising from or relating to any actual or alleged claim whatsoever, including without limitation any claim of infringement of a patent, copyright, trademark, trade secret, or other proprietary right, and claims of product liability, personal injury, property damage, and product defect, which arises out of or is related to Buyer’s (or its direct or indirect customers’) use of the Goods, negligence, willful misconduct, violation or breach of any term of these Terms, fraud, or violation of law, or from Buyer’s specifications for the Order, except, in each case, to the extent arising from the gross negligence or willful misconduct of Seller.

(b) Buyer shall not assign or subcontract any of its rights, duties or obligations under the Order without Seller’s prior written consent. Such consent shall not relieve Buyer from its obligations, from any liability for breach, or from any duty to perform.

(c) In the event that Buyer or any of its personnel become aware of or suspect a data security breach, an unauthorized access, use, loss, theft, damage or acquisition of Seller’s data, or any other event that compromises the security, confidentiality or integrity of Seller’s data (“Incident”), Buyer shall (a) promptly communicate the nature of the Incident to Seller; (b) assist Seller with mitigating the damages resulting from the Incident; and (c) allow Seller to have sole control over the timing, content, and method of providing notification to the impacted individuals and governmental authorities, if applicable.

8. GOVERNING LAW; WAIVER; EXCLUSION OF TORT REMEDIES; DISPUTE RESOLUTION. 

(a) The validity, construction, and enforcement of the Order and these Terms will be governed by and interpreted under the local, domestic laws of the State of Wisconsin, including, without limitation, its provisions of the Uniform Commercial Code, without giving effect to any conflict of law principles (whether of the State of Wisconsin or any other Jurisdiction). The waiver of any provision of the Order or these Terms will not be effective unless contained in a written agreement signed by the waiving party and no waiver will be construed by a party’s failure to enforce any of its rights or remedies under the Order. No remedy provided herein shall be exclusive of any other remedy hereunder or provided by applicable laws. If Buyer is a customer located outside the United States, then the United Nations Convention on Contracts for the International Sale of Goods shall not apply. NEITHER PARTY WILL HAVE ANY NEGLIGENCE OR OTHER TORT LIABILITY TO THE OTHER, OR TO ANY THIRD PARTY, ARISING FROM ANY BREACH OF THESE TERMS.

(b) Buyer and Seller agree to submit all controversies, disputes regardless of nature, or claims arising out of or in connection with or relating to the Order or these Terms, or its formation, interpretation, breach, termination, or validity, including the determination of the scope or applicability of the Order or these Terms to arbitrate, to be determined by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or any other rules of the AAA in effect at such time which are more applicable to intellectual property transactions. The place of the arbitration shall be Milwaukee, Wisconsin. The judgment or award rendered by the arbitrator(s) shall be binding. All arbitrations under the Order or these Terms shall be conducted in compliance with the United States Federal Arbitration Act. Buyer and Seller shall notify the other party in writing of any such dispute before initiating any legal action to resolve such dispute.

(c) In the course of the dispute resolution activities under this Section 7, Buyer and Seller shall remain bound by all of the confidentiality duties set forth in these Terms. Buyer, Seller and the arbitrator(s) shall conduct such arbitration in the utmost secrecy.  Without limiting the foregoing, all evidence, documents and testimony of records shall be received and maintained by the arbitrator(s) in secrecy, available for inspection only by Buyer and Seller, their attorneys and those experts who agree, in advance and in writing, to maintain all such information in confidence until such information falls within the public domain through no act of such experts. The losing party in a court proceeding or arbitration in connection with or relating to the Order or these Term shall pay the prevailing party’s reasonable attorney’s fees, arbitration costs, court costs and ancillary expenses related thereto.

(d) Notwithstanding Section 7, in the event of a breach or threatened breach of the Order or these Terms by Buyer, Buyer acknowledges that Seller’s remedies at law would be inadequate and that Seller would suffer continuing and irreparable injury to its businesses and opportunities, and therefore, in the event of any such violation or threatened violation, Seller shall be entitled, in addition to any other remedies available, to a temporary restraining order and other injunctive and equitable relief without first resorting to the dispute resolution procedures set forth in Section 7, and without any requirement to prove the existence, amount, or insufficiency of actual damages or to post a bond. Buyer and Seller consent to the non-exclusive jurisdiction of any Wisconsin state court or a federal court sitting in Milwaukee County, Wisconsin, for the purposes of hearing and deciding any such claim.

9. Survival of Obligations; Severability; INTELLECTUAL PROPERTY OWNERSHIp; CONFIDENTIALITY.

(a) Termination, expiration, or cancellation of the Order or these Terms for whatsoever reason, shall not relieve the parties of any obligation accruing prior to such termination, expiration, or cancellation and is without prejudice to the rights and remedies of the parties then accrued. If any term of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination will not affect the remainder of these Terms, which will remain in full force and effect.

(b) All intellectual property rights, including copyrights, patents, patent disclosures, inventions (whether patentable or not), trade dress, trade names, logos, corporate names, domain names, trademarks, service marks, trade secrets, know-how, specifications, and other confidential information, together with all derivative works and all goodwill associated therewith, and all other rights in and to all the Goods, documents, work product, drawings, and other materials (whether or not copyrightable) that are delivered to Buyer under or related to these Terms or the Order shall be exclusively owned or otherwise licensed by Seller. No license, transfer, or assignment of proprietary rights from Seller to Buyer will occur as a result of these Terms or the Order.

(c) All non-public, confidential or proprietary information of or relating to Seller or Seller’s affiliates, customers, and suppliers, including without limitation specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates disclosed by or on behalf of Seller, whether disclosed orally, visually or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” shall be deemed “Confidential Information,” is confidential, solely for the use of performing these Terms and the Order, and may not be disclosed or copied unless authorized by Seller in writing. Buyer agrees to maintain and protect the confidentiality of the Confidential Information, and to not disclose the Confidential Information except as legally required (and then only to the minimum extent legally required), and except to Buyer’s employees who are bound by obligations of confidentiality with respect to such Confidential Information. Buyer shall be responsible for any breach of the confidentiality and non-use obligations set forth herein by such employees. This provision shall survive any termination of these Terms or the Order for any reason, and in the event of any breach or threatened breach of this provision, Seller shall be entitled, in addition to any other remedies and damages, to injunctive relief without the necessity of paying bond and without being required to prove the existence, amount or insufficiency of damages.