Last modified: July 15, 2025
1. Applicability.
(a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the finished goods (“Goods”) and services (“Services”) by Baer Manufacturing (“Baer”) to the buyer named on the applicable Order Confirmation (as defined below) (“Buyer”). Collectively Buyer and Baer are referred to as the “Parties” and individually as “Party”.
(b) The Parties have entered into an accompanying order confirmation for the purchase of certain Goods and Services from Baer (the “Order Confirmation”). The Order Confirmation, the specifications for the Goods and Services (“Specifications”), and these Terms comprise the entire agreement between the Parties (collectively, the “Agreement” or this “Agreement”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Baer expressly rejects Buyer’s general or alternative terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend the Agreement, including these Terms. Acceptance of the Order Confirmation by Buyer (whether by the signature of an authorized representative of Buyer on the Order Confirmation or by deemed acceptance should Buyer not object in writing within five business days of receipt of the Order Confirmation) is the effective date of the Agreement (“Effective Date”) and a prerequisite to the purchase of any Goods and Services. Such acceptance shall operate as an acceptance of these Terms, which are expressly incorporated into the Order Confirmation. Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence covering the sale of the Goods and Services (“Master Agreement”), then the Master Agreement shall prevail to the extent of any inconsistency with these Terms.
2. Delivery.
(a) If no delivery date is specified in the Order Confirmation, the Goods will be delivered within a reasonable time after the Effective Date. Delivery dates given by Baer are estimates only and are subject to shipping variations and requirements. Baer shall not be liable for any delay, loss, or damage in transit.
(b) Unless otherwise agreed in writing by the Parties in the Order Confirmation, Baer shall deliver the Goods to the street address for delivery of the Goods specified in the Order Confirmation (the “Delivery Point”) using Baer’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within two business days of Baer’s written notice (email being sufficient notice) that the Goods are ready to be delivered to the Delivery Point. Buyer is responsible for fees associated with not taking timely delivery of the Goods, such as storage fees as determined by Baer, unless storage terms and related storage fees are specified in the Order Confirmation or by a separate written agreement signed by authorized representatives of both Parties. Buyer shall be responsible for all offloading costs and shall provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
(c) Baer may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Baer’s notice of delivery to the Delivery Point, or if Baer is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Baer, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage fees and insurance).
(e) Baer shall use reasonable efforts to meet any performance dates to render the Services specified in the Order Confirmation, and any such dates shall be estimates only.
(f) With respect to the Services, Buyer shall (i) cooperate with Baer in all matters relating to the Services and provide such access to Buyer’s premises, and such office accommodation and other facilities as may reasonably be requested by Baer for the purposes of performing the Services, with Baer personnel abiding by Buyer’s site safety and other standard rules; (ii) respond promptly to any Baer request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Baer to perform the Services in accordance with the requirements of this Agreement; (iii) provide such Buyer or other third-party materials or information as Baer may request to carry out the Services in a timely manner and ensure that such Buyer and other third-party materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start or such other date(s) specified in the Order Confirmation.
3. Shipping Terms.
Delivery of the Goods shall be made FOB Baer’s shipping docks unless other terms are specified in the Order Confirmation.
4. Title and Risk of Loss; Collateral Security Interest.
(a) Title to and risk of loss of Goods shipped under any Order Confirmation passes to Buyer upon Baer’s tender of such Goods to the carrier at the point of Baer’s shipping docks unless other terms are specified in the Order Confirmation. To the extent that Baer receives custody and control of any products, hardware or equipment manufactured by Buyer or a third-party for Buyer (collectively, “Third Party Equipment”) in connection with the Services to be performed by Buyer in delivering the Goods, Buyer shall maintain insurance coverage over all such Third Party Equipment while at Baer’s facilities, which insurance shall be primary. Subject to Section 13, notwithstanding the purchase and maintenance of insurance by Buyer, Baer shall be responsible for the payment of any deductible that becomes due under such insurance policy in connection with any damage or loss to the Third Party Equipment to the extent caused by an act or omission of Baer while the Third Party Equipment is in its care, custody, and control at its facilities.
(b) As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Baer a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Baer may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Baer’s security interest in such Goods. Buyer also authorizes Baer to execute, on Buyer’s behalf, such statements or other documentation necessary to perfect Baer’s security interest in such Goods. Baer shall be entitled to all applicable rights and remedies of a secured party under applicable law. The security interest granted under this provision constitutes a purchase money security interest under the Wisconsin Uniform Commercial Code.
5. Buyer’s Acts or Omissions.
If Baer’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Baer shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Amendment and Modification; Specifications.
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party. The Specifications for Goods may be attached to the Order Confirmation or presented, amended or modified by an authorized representative of each Party via exchange of email that expressly confirms each Party’s agreement to such presented, amended or modified Specifications. For the sake of clarity, the Specifications shall not amend or modify these Terms and any purported amendment or modification of these Terms via the exchange of email shall be null, void and unenforceable against either Party.
7. Inspection.
(a) Unless other terms are specified in the Order Confirmation, Buyer shall inspect the Goods within two business days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Baer in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Baer. “Nonconforming Goods” means only the following: (i) Goods shipped are different than identified in the Order Confirmation; or (ii) Goods do not materially conform to the final Specifications agreed to by the Parties.
(b) If Buyer timely notifies Baer of any Nonconforming Goods, Baer shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to the address designated by Baer in Baer’s written return authorization to Buyer. If Baer exercises its option to replace Nonconforming Goods, Baer shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer’s exclusive remedies for Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Baer without a prior written return authorization from Baer.
8. Price.
(a) Buyer shall purchase the Goods from Baer at the prices (the “Prices”) set forth in the Order Confirmation. If after the Effective Date of the Agreement, there are aggregate cost increases for raw materials and third party goods and services used in the Goods of more than 5%, Baer may require Buyer to negotiate in good faith an adjustment to the Prices to take into account the cost increases. If the Parties agree on such an adjustment, they shall amend the Price under the Agreement by executing a written amendment signed by authorized representatives of each Party. Baer may, without liability or penalty, suspend the delivery of Goods and Services under this Agreement during the negotiation period. If the Parties fail to agree on an adjustment to the Prices within 15 days of the date Baer initiated negotiations, either Baer or Buyer may terminate this Agreement pursuant to Section 15(b).
(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Baer’s income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices include standard packaging. Unless other terms are specified in the Order Confirmation, the Prices exclude transportation and insurance costs which are the responsibility of the Buyer.
9. Payment Terms.
(a) Unless other terms are specified in the Order Confirmation, Buyer shall pay Baer all amounts due within 30 days after the date of Baer’s invoice. All payments hereunder shall be in US dollars and made by cash. Baer reserves the right to require pre-payment in its sole discretion.
(b) Buyer represents and warrants that Buyer is solvent and can pay for the Goods and Services identified in the Order Confirmation in accordance with the terms of this Agreement. Buyer shall furnish Baer with statements accurately and evidencing Buyer’s financial condition as Baer may, from time to time, reasonably request. Buyer shall promptly notify Baer, in writing, of any events that have had or may have a material adverse effect on Buyer’s business or financial condition, including the breach of any loan covenants or other material obligations of Buyer to its creditors. If, at any time, Baer determines in its sole discretion that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Baer’s other rights under this Agreement, at law or in equity, Baer may without liability or penalty, (i) on two day’s prior written notice, modify the payment terms specified in this Agreement or applicable Order Confirmation for outstanding and future delivery of Goods and Services, including requiring Buyer to pay for Goods and Services on a cash in advance or cash on delivery basis, (ii) delay or withhold any further shipment of Goods and provision of Services to Buyer, (iii) stop delivery of Goods in transit and cause such Goods in transit to be returned to Baer, and (iv) on 30-days’ prior written notice, terminate this Agreement. No action taken by Baer under this paragraph (nor any failure of Baer to act under this paragraph) constitutes a waiver by Baer of any of its rights and remedies under this Agreement, including its right to enforce Buyer’s obligation to make payments as required hereunder.
(c) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer shall reimburse Baer for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Baer does not waive by the exercise of any rights hereunder), Baer shall be entitled to suspend the delivery of any Goods and provision of Services if Buyer fails to pay any amounts when due hereunder and such failure continues for three days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Baer, whether relating to Baer’s breach, bankruptcy, or otherwise.
10. Limited Warranty. Baer warrants to Buyer that:
(a) For a period of 12 months from the date of shipment of the Goods (the “Warranty Period”), the Goods will materially conform to the agreed-upon Specifications in effect as of the date of manufacture;
(b) Baer shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and
(c) Buyer will receive good and valid title to the Goods, free and clear of all encumbrances and liens.
The warranties under this Section do not apply: (i) to any Third Party Equipment that is incorporated into the Goods as part of the Services; or (ii) where the Goods have been: (A) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by Baer, or improper testing, installation, storage, handling, repair, or maintenance; (B) reconstructed, repaired, or altered by anyone other than Baer or its authorized representative; or (C) used with any third-party product, hardware or equipment that has not been previously approved in writing by Baer.
11. During the Warranty Period:
(a) Buyer shall notify Baer, in writing, of any alleged warranty claim within five days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Warranty Period) and shall furnish such supporting written evidence or other documentation to Baer as it reasonably requires;
(b) Buyer shall ship the relevant Goods within ten days of the date of its notice to Baer, at Buyer’s expense and risk of loss, to the address designated by Baer in Baer’s written return authorization to Buyer for inspection and testing by Baer;
(c) If Baer’s inspection and testing reveals, to Baer’s reasonable satisfaction, that such Goods do not conform with the limited warranty set forth herein, Baer shall in its sole discretion, and at its expense (subject to Buyer’s compliance with this Section), either (i) repair or replace such Goods, or (ii) credit or refund the Price of such Goods less any applicable discounts, rebates, or credits; and
(d) If Baer exercises its option to repair or replace, Baer shall, after receiving Buyer’s shipment of such Goods, ship to Buyer, at Buyer’s expense and risk of loss, the repaired or replacement Goods to a location designated by Buyer.
(e) Buyer has no right to return for repair, replacement, credit, or refund any Goods except as set forth in this Section. In no event shall Buyer reconstruct, repair, alter, or replace any Goods, in whole or in part, either itself or by or through any third party.
(f) THIS SECTION SETS FORTH THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND BAER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10.
12. WARRANTIES DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10, BAER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WITH RESPECT TO THE GOODS, INCLUDING ANY WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY BAER, OR ANY OTHER INDIVIDUAL OR ENTITY ON BAER’S BEHALF, EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.
(b) BUYER ACKNOWLEDGES THAT THE GOODS PURCHASED BY BUYER UNDER THIS AGREEMENT MAY CONTAIN, BE CONTAINED IN, INCORPORATED INTO, ATTACHED TO, OR PACKAGED TOGETHER WITH THIRD PARTY EQUIPMENT. FOR THE AVOIDANCE OF DOUBT, THIRD PARTY EQUIPMENT IS NOT COVERED BY THE WARRANTY IN SECTION 10 AND BAER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY EQUIPMENT.
13. Limitation of Liability.
(a) IN NO EVENT SHALL BAER OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER BAER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) BAER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO BAER PURSUANT TO THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $500,000, WHICHEVER IS LESS
(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS AND SERVICES, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY BAER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS.
14. Compliance with Law.
Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.
15. Termination.
(a) In addition to any remedies that may be provided under these Terms, Baer may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for three days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any 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.
(b) Either Baer or Buyer may terminate this Agreement on 10 days’ written notice to the other Party in a termination of this Agreement pursuant to Section 8(a). In the event of such termination, neither Party will have any liability or penalty under this Agreement, except that (i) Baer shall deliver finished Goods, unfinished Goods requested by Buyer, raw materials or Third Party Equipment for which Buyer has already completed payment in full to Baer following the delivery and shipping terms set forth in this Agreement and (ii) Buyer shall make payment to Baer for all Goods and Services completed and all costs and expenses incurred through the effective date of termination by Baer pursuant to this Agreement.
16. Waiver.
No waiver by Baer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Baer. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Baer operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Baer precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Baer.
17. Confidential Information.
All non-public, confidential, or proprietary information of Baer, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Baer to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Baer in writing. Upon Baer’s request, Buyer shall promptly return all documents and other materials received from Baer. Baer shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
18. Intellectual Property Rights and Obligations.
(a) Buyer acknowledges and agrees that (a) except to the extent provided in a separate written agreement between Buyer and Baer, Baer (or its licensors) will retain all Intellectual Property Rights used to create, embodied in, used in, and otherwise relating to the Goods, and any of their component parts, and the Services; and (b) any and all of Baer’s Intellectual Property Rights are the sole and exclusive property of Baer or its licensors. For purposes of this Agreement, “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (iv) Trade Secrets (as defined under applicable law); and (v) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction in any part of the world.
(b) Buyer (as “Indemnifying Party“) shall indemnify, defend and hold harmless Baer and its officers, directors, employees, agents, affiliates, successors and assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party, arising out or resulting from any third-party claim, cause of action, demand, lawsuit, arbitration, notice of violation, proceeding or litigation or any direct Claim against Indemnifying Party alleging the Goods or Services infringe any Intellectual Property Right of a third party, including use of the Goods in combination with any products, materials or equipment supplied to Buyer by a third person other than Baer or its authorized representatives.
19. Force Majeure.
Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party.
20. Assignment.
Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Baer, which consent shall not be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
21. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries.
This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
23. Governing Law.
This Agreement is governed by, and construed in accordance with the laws of the State of State of Wisconsin without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts in the County of Hennepin, State of Minnesota. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
24. Notices.
All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).
25. Severability.
If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction
26. Binding Arbitration.
In the event of any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, the Parties shall first endeavor to resolve such dispute amicably by nonbinding mediation. If the dispute remains unresolved 30 days after either Party requests in writing negotiation under this clause or within such other period as the Parties may agree in writing, the dispute shall then be resolved by final and binding arbitration; provided, however, that Baer may pursue its rights through judicial means at any time (i) to payment, (ii) with respect to security interests, and (iii) to Intellectual Property Rights indemnification hereunder. Subject to the exceptions in the prior sentence, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration before three arbitrators administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Procedures, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall take place in Minneapolis, Minnesota. The Parties agree that the arbitrators shall have jurisdiction to rule on their own jurisdiction, including any objection with respect to the existence, scope, or validity of this arbitration agreement. The arbitral tribunal shall not allocate the fees and costs incurred by the Parties in connection with this arbitration. Each Party shall bear the costs and expenses of the arbitral tribunal equally. Each Party shall bear its own costs and expenses (including the costs and fees of its own counsel, experts, and witnesses) involved in its own preparations and prosecution of mediation and arbitration
27. Changes to these Terms.
The date these Terms were last revised is identified at the top of the page. Baer may make changes to these Terms on this page at any time and shall provide notice of the same by updating the revision date at the top of the page. The Terms that become part of the Agreement between Baer and a Party are the Terms in effect on the Effective Date. No subsequent changes to these Terms shall affect previously effective Agreements prior to a revision date. Any changes to these Terms shall only affect Agreements made by Order Confirmations entered into by Parties on or after the revision date posted above. Buyer is responsible for periodically visiting the Baer website and these Terms to check for any changes
28. Execution; Electronic Signatures.
This Agreement may be executed in any number of counterparts, by the manual or electronic signature of a Party, whether digital or encrypted, each of which shall be an original and all of which shall constitute the same document. Electronic signature means any electronic symbol or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures. Each Party agrees that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures, to the extent and as provided for under applicable law.
