At Auto Truck Group, LLC t/a Holman, or Holman Manufacturing & Distribution (including its subsidiaries, “Holman”), we treat our vendors as long-term business partners, and in that spirit, these Holman Terms clarify and govern the provision of products and services by you, to Holman.   These Holman Terms supersede all prior understandings and agreements, as well as any terms on a sales or service confirmation or invoice.  If you are a party to a definitive written contract (“Holman Definitive Contract”) duly executed by you and authorized representatives of Holman, then the Holman Definitive Contract governs.

In these Holman Terms, we sometimes refer to “you” or “your,” or “Vendor.”  By each reference, we mean the legal entity which houses your business, e.g. a corporation owned by you, or of which you are an employee or agent, or if you are not incorporated, you as a sole proprietor.

Your continued provision of goods and/or services (the “Deliverables”), and your acceptance of payment by Holman for Deliverables, signifies your acceptance of these Holman Terms and your representation that you have authority to bind the legal entity where you are employed or for which you act as agent or other representative.

Holman may from time to time modify these Holman Terms.  When these Holman Terms are modified, the effective date will be updated to the effective date of the modification.

If you are a Vendor in Canada, please be sure to review the final page of these Holman Terms.

1. Deliverables.

1.1 Vendor shall provide the Deliverables as may be requested or authorized by Holman, within Vendor’s published lead time, or if no such published lead time exists, within a reasonable time.  Vendor shall perform all Deliverables in a workmanlike manner, in compliance with applicable law and regulation.  Vendor agrees that time is of the essence in providing the Deliverables.

1.2 If Vendor fails to provide the Deliverables to Holman’s satisfaction, including within an acceptable timeframe, then Holman may terminate the Deliverables on notice to Vendor, and Vendor shall be responsible for any costs incurred by Holman as a result of Vendor’s failure to perform.  As to the Deliverables, Holman reserves the rights to inspect, reject and require replacements.  Risk of loss to any tangible property, such as a Holman Client vehicle for which Vendor is providing Deliverables, shall be borne by Vendor until Deliverables are complete and acceptance is confirmed by Holman or the Holman Client to Vendor.

2. Price. The price of the Deliverables billed to Holman shall be the price approved by Holman via the issuance of a Holman Purchase Order, and shall include all insurance, customs, duties, fees, and applicable taxes, including sales, use, excise, property, or value added taxes, and any other amounts required to be paid under any applicable law or regulation.  Acceptance of a Purchase Order shall bind the parties to the price stated on such Purchase Order.  Holman shall not be required to pay any amount invoiced by Vendor, in excess of the price on the applicable Purcahse Order.  The term “Purchase Order” means (a) a writing issued by Holman or (b) the confirmation of Vendor’s request for payment of specific Deliverables to Holman, made in a Holman system, in either case, accompanied by a Purchase Order number.  Notwithstanding any written agreement to the contrary between the parties, risk of loss to Deliverables shipped under these Holman Terms shall pass to Holman upon Holman’s receipt and acceptance of the Deliverables, and Vendor shall bear all risk of loss or damage regarding Deliverables until Holman’s receipt and acceptance of such Deliverables in accordance with these Holman Terms.

3. Pricing is Competitive. Vendor represents, warrants and covenants that the Price of all Deliverables billed to Holman shall be competitive with the price billed by Vendor to others for substantially similar Deliverables in substantially similar quantities.

4. Payment Terms. Vendor shall issue an invoice to Holman at or promptly after delivery.  Invoices shall be accurate and complete, and otherwise reasonably acceptable to Holman.  Invoices issued more than 60 days after the date Deliverables are delivered, or which are not accurate or complete, shall not be paid.  Unless otherwise agreed by Holman, Holman shall pay all invoiced amounts properly due to Vendor within 45 days after Holman’s receipt of such invoice, except for any amounts disputed by Holman in good faith. Payments shall be in local currency of the Holman location placing the Holman Purchase Order.  If Holman pays Vendor’s invoice within 15 business days of receipt, then Holman may deduct 2% of the total invoice amount, unless otherwise set forth on a Purchase Order.

5. Set off and Dispute Resolution. Without limiting any other rights of Holman, Holman reserves the right to set off any amount owing to Holman by Vendor against any amount payable by Holman to Vendor.  Should any dispute arise, the parties shall resolve all such disputes expeditiously. Vendor shall continue performing its obligations under applicable Holman Purchase Orders, notwithstanding any such dispute.  Acceptance of a Holman payment by Vendor is a waiver by Vendor of any rights and claims of Vendor related to that payment as of the date of acceptance.

6. Anti-Trust Assignment. Vendor hereby assigns to Holman all right, title and interest in and to any claim under federal or state anti-trust, unfair competition, unfair trade practices or other law or regulation, relating to Deliverables provided by Vendor.  Vendor shall provide Holman with prompt notice of any such claim, and Vendor shall comply with Holman’s requests for information to evaluate and pursue such claim.

7. Vendor Obligations. Vendor shall at all times comply with the following:

7.1 Licenses, Permits and Consents; Compliance with Laws.  Vendor shall obtain and maintain at all times all necessary licenses and permits, and comply with all applicable laws, rules and regulations.  Such laws include anti-corruption laws such as the US Foreign Corrupt Practices Act or UK Bribery Act of 2010, anti-money laundering laws such as the US Bank Secrecy Act, USA Patriot Act and requirements of the US Office of Foreign Assets Control (OFAC), laws prohibiting human trafficking, laws governing employees, employee compensation and workplace safety such as the US Immigration and Control Reform Act of 1986, US Fair Labor Standards Act and the US Occupational Health & Safety Act, and laws prohibiting discrimination such as Title VII of the US Civil Rights Act of 1964 and the US Americans with Disabilities Act of 1990, laws prohibiting unfair or deceptive trade practices such as the US Federal Trade Commission Act, and laws governing customs, export and import, such as the US Export Control Act.

7.2 US Federal Government Requirements.  If and to the extent Vendor’s Deliverables are provided in connection with a contract with the US Federal Government or a US Federal Government Contractor, and Federal government flow-down requirements apply, then Vendor shall comply with such requirements.  Examples of such requirements include the Equal Opportunity Clause (41 CFR 60-§1.4(a)); Equal Opportunity Clause for Special Disabled Veterans, Veterans of the Vietnam Era, Recently Separated Veterans, and Other Protected Veterans (41 CFR 60-§250.5(a)); Equal Opportunity Clause for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans and Armed Forces Service Medal Veterans (41 CFR §60-300.5(a)); Equal Opportunity Clause for Workers with Disabilities (41 CFR §60-741.5(a)); Employee Rights Under the National Labor Relations Act (29 CFR §471, Appendix A to Subpart A); and the Certification of Nonsegregated Facilities Clause (41 CFR § 60-1.8).

7.3 Holman Policy and Procedure.  Vendor shall comply with all policies and procedures adopted by Holman from time to time, including information security and cybersecurity policies and procedures.  Copies of all such policies and procedures are available from Holman on request.  From time to time, Holman may develop policies and procedures designed to increase the marketability of Holman’s Deliverables to Holman Clients, which may have the effect of creating additional opportunities for Holman vendors, such as Vendor.  Vendor agrees to participate, if requested by Holman, in such policies and procedures, so long as Holman does not require the payment of a participation fee or membership subscription for such participation.

7.4 Accurate Books and Records; Review.  Vendor shall maintain complete and accurate records relating to the Deliverables, including records of the time spent and materials used in such form as Holman shall approve, in accordance with Vendor’s document retention policy, but in any event, at least 7 years. Upon Holman’s request, Vendor shall allow Holman to inspect such records and other Vendor information to confirm compliance with these Holman Terms, and Vendor shall certify as to Vendor’s compliance with these Holman Terms. Vendor represents, warrants and covenants that Vendor’s payment requests, and all other information provided by Vendor is true, correct and complete in all respects.

7.5 Subcontractors.  Vendor may engage subcontractors, suppliers and other third parties to assist Vendor in providing the Deliverables, and Vendor shall ensure and hereby guarantees that all such third parties shall comply with these Holman Terms.  Vendor shall pay all of its employees, contractors, subcontractors and suppliers the amounts due them, when due and Vendor shall defend, indemnify and hold Holman harmless from any lien or claim from such persons or entities, whether for non-payment by Vendor or otherwise.

7.6 Vendor Employees, Equipment and Property.  Vendor shall ensure that all persons, whether employees, agents, or subcontractors, or others acting for or on behalf of Vendor, are properly licensed, certified or accredited as required by applicable law and are qualified to provide the Deliverables.  Vendor shall ensure that all Vendor’s equipment used in providing Deliverables is in good working order and complies with applicable law and regulation.  Vendor shall ensure that any property of Holman, or property owned by a third party that comes into Vendor’s care, custody or control through Holman, is not lost, stolen or damaged, and remains in good working order (or if brought to Vendor for maintenance, repair or overhaul, is properly maintained, repaired or overhauled to good working order and to a condition fit for the intended use of such property), normal wear and tear excepted.

7.7 Taxes.  Vendor shall comply with all national, state or provincial, and local tax laws, rules and regulations, including sales and use taxes, value added taxes, gross receipts taxes, income taxes, property taxes or any other assessment or payment required by any national, state or provincial or local tax authority or other governmental agency or authority.  Vendor shall timely file all returns and timely pay of all amounts due.  If the discount deducted by Holman from Vendor’s total invoice amount under Section 4 is held to be subject to any tax payable by Holman, Holman may deduct such tax from Vendor’s invoice, and from subsequent invoices.

8 Warranties.  Vendor warrants to Holman that, for a period of 12 months from completion, or longer as may be provided by Vendor or the manufacturer, the Deliverables: (i) shall be free from defects in workmanship, material and design, (ii) shall comply with all applicable laws, rules and regulations, (iii) shall be fit for their intended purpose, (iv) shall be merchantable, (v) shall be free and clear of all liens and other encumbrances, and (vi) shall be non-infringing. Vendor further warrants to Holman that, to the extent any services as provided as a part of any Deliverable, such service: (a) shall be of a professional quality, (b) shall be performed and provided by fully trained, certified, suitably qualified, capable and competent personnel, (c) shall conform to generally accepted professional practices in Vendor’s field, and (d) shall be performed in a workmanlike and ethical manner.     Vendor agrees that all representations and warranties set forth in these Holman Terms are cumulative and in addition to any other warranty provided by law or equity.  If Holman gives Vendor notice of noncompliance pursuant to this Section, Vendor shall, at its own cost and expense, within 30 days (A) replace or repair any defective or nonconforming goods provided as part of the Deliverables, and (B) repair or re-perform the applicable Deliverables.

9. General Indemnification. To the maximum extent permitted by law, Vendor shall defend, indemnify and hold harmless Holman (including its affiliates), the applicable Holman Client, and their respective directors, officers, employees, shareholders, agents and assigns (collectively, “Indemnitees“) from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses“) arising out of or occurring in connection with the Deliverables purchased from or provided by Vendor, or any act or omission of Vendor (including any Vendor subcontractor, supplier or other third party) or Vendor’s negligence, gross negligence, willful misconduct or breach of these Holman Terms. Vendor shall not enter into any settlement without Holman’s prior written consent.

10. Insurance. For purposes of this Section 10 and 11 only, “Holman” refers to Holman and the Indemnitees described in Section 9, collectively. Vendor shall, at its own expense, obtain and maintain with financially sound and reputable insurers licensed to do business in the state where any Deliverables are provided, with an AM Best rating and Financial Size Category of at least “A-, VII” or better or otherwise reasonably satisfactory to Holman, the following coverages in at least the amounts stated:

10.1 Worker’s Compensation. Worker’s compensation coverage as required by applicable law.

10.2 Commercial General Liability. Commercial General Liability Insurance on an “occurrence” basis, including coverage for bodily injury, property damage, personal injury and advertising injury, ongoing operations, products-completed operations and liability assumed under an insured contract, with limits no less than $2,000,000 per occurrence.  If a general aggregate limit applies, the general aggregate limit shall be twice the required occurrence limit.

10.3 Business Automobile Liability. Business automobile liability covering hired and non-owned vehicles with limits no less than $1,000,000 combined single limit per occurrence for bodily injury and property damage.

10.4 Garage Liability. Where Vendor provides maintenance or repair services, Garage Liability insurance with limits no less than $1,000,000 per occurrence may be provided in lieu of coverages required in Sections 10.2 and 10.3, and Garagekeepers Liability insurance covering damage to property in Vendor’s care, custody or control.

10.5 Employer’s Liability. Employer’s liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

10.6 Umbrella / Excess Liability. Umbrella/Excess liability insurance on the above commercial general liability insurance, business automobile liability, garage liability insurance (if applicable) and employer’s liability insurance with minimum limits of at least $5,000,000 per occurrence and $5,000,000 in the aggregate.

10.7 Ability to Combine Primary and Excess Coverage. The minimum limits of insurance required by this Section 10 may be satisfied by a combination of primary and excess coverage.

11. Additional Insurance Coverages. Vendor shall also obtain and maintain the following:

11.1 Professional Liability. Where Vendor provides any professional services, Vendor shall obtain and maintain Professional Liability (Errors and Omissions) Insurance written on a “claims-made” basis with a limit no less than $1,000,000 per occurrence.  If, when providing Deliverables to Holman, Vendor will have access to any personal data of any Holman employees or any employees of any Holman Clients, then Vendor shall ensure that such insurance includes cyber liability and data breach coverages.

11.2 Holman as an Additional Insured. Holman and all other Indemnitees (the “Holman Parties”) shall be included as additional insureds on Vendor’s insurance policies for liability arising out of Vendor’s Deliverables and any other services or work performed by Vendor and its subcontractors, both for ongoing operations and completed operations, for a period of 24 months after completion of Deliverables or other services or work.  Vendor specifically assumes, and agrees that Vendor’s policies shall accept tort liability of the Holman Parties, including liability caused by the negligence of any of the Holman Parties, even where solely negligent.

11.3 Vendor Coverage is Primary; Certificates of Insurance. Vendor’s additional insured coverage shall be primary and non-contributory, irrespective of any other insurance or self-insurance programs that may be carried by Holman or any other Indemnitee.  When requested, Vendor shall provide Holman with an insurance certificate evidencing all required insurance coverages, in a form reasonably acceptable to Holman. Such insurance certificates shall identify any applicable self-insured retentions or deductibles, which shall be the sole responsibility of Vendor.  The insurance certificates shall provide that Holman shall receive at least 30 days’ prior written notice of any cancellation or amendment of any insurance required by this Section.  Vendor shall also provide copies of written endorsements that identify Holman, its affiliates and their directors, officers, employees, shareholders, agents and assigns as additional insureds for each of the insurance policies procured pursuant to this Section.

11.4 Coverage Required is Not Limiting. Vendor agrees that the insurance required by these Holman Terms does not limit Vendor’s liability to Holman under these Holman Terms, including Vendor’s duty to defend, indemnify and hold Holman and the other Indemnitees harmless.  If Vendor maintains higher limits than the minimums shown above, Holman shall be entitled to coverage for the higher limits maintained by Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Vendor.

11.5 Failure to Maintain Coverage. Vendor’s failure, for any reason, to maintain any of the insurance coverages required by these Holman Terms is a material breach of contract.  Holman, at its sole option, may terminate all Holman Purchase Orders and obtain damages from Vendor resulting from said breach.  Alternatively, Holman may purchase such required insurance coverage, and without further notice to Vendor, Holman may deduct from sums due to Vendor any premium costs advanced by Holman for such insurance.

11.6 Subrogation Waived. Vendor shall require its insurer to waive all rights of subrogation against Holman and Holman’s insurers.

11.7 Electronic Collection of Insurance Certificates. Should Holman institute a process for the electronic collection, by Holman or its designated third party provider, of insurance certificates from suppliers, Vendor shall comply with Holman’s instructions and adopt such process, at Vendor’s cost.

12. Termination. If Vendor has not complied with any of these Holman Terms, in whole or in part, in addition to any other remedies of Holman under these Holman Terms, Holman may terminate all Holman Purchase Orders with immediate effect upon written notice to Vendor, either before or after Vendor’s delivery of the Deliverables. During the time period beginning upon the issuance of a Purchase Order, and delivery, Holman may cancel a Purchase Order, at will and for convenience, with notice to Vendor. In the event of such cancellation by Holman prior to delivery, Vendor and Holman shall work together in good faith to determine reasonable compensation owed to Vendor due to such cancellation.  Notwithstanding the foregoing, if Vendor does not deliver or perform within a period of time equivalent to twice the published lead time or delivery date set forth on a Purcahse Order, Holman may cancel such Purchase Order. For example, if the delivery date for a Deliverable is 3 weeks, and Vendor has not delivered after 6 weeks from the initial Purchase Order, Holman may terminate such Purchase Order at will, with no expense owed to Vendor. Further, if Vendor 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, then Holman may terminate all Holman Purchase Orders upon written notice to Vendor. If Holman terminates any or all Holman Purchase Orders for any reason, Vendor’s sole and exclusive remedy is payment for the Deliverables accepted by Holman prior to the termination.  In no event shall any expiration or termination of any Holman Purchase Orders excuse either party from any breach or violation of these Holman Terms and full legal and equitable remedies shall remain available therefor, nor shall it excuse either party from making any payment due under Holman Purchase Orders completed prior to the date of termination.  Sections 10, 11, 12, 13, 16, 19 and 20 shall survive any termination of these Holman Terms, the completion of any Purchase Order, or any payment therefor.

13. Waiver. No waiver by Holman of any of the provisions of these Holman Terms is effective unless explicitly set forth in writing and signed by a duly authorized officer of Holman. No failure by Holman to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Holman Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Confidential Information. All non-public information of Holman, including specifications, samples, designs, plans, drawings, documents, business operations, customer or supplier lists, pricing, discounts or rebates and other data disclosed by or on behalf of Holman to Vendor, 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,” is and shall be and remain confidential and proprietary information of Holman, shall be used by Vendor solely for the purpose of performing Vendor’s obligations under these Holman Terms, and may not be disclosed to any third party without Holman’s prior written consent. Upon Holman’s request, Vendor shall promptly return all documents and other materials received from Holman. Holman 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 Vendor at the time of disclosure and not subject to a confidentiality undertaking; or (c) rightfully obtained by Vendor on a non-confidential basis from a third party. Vendor specifically agrees that all data compiled or reported by Vendor related to Deliverables or any other work performed by Holman shall be owned exclusively by Holman.

15. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under these Holman Terms to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (each, a “Force Majeure Event“). Force Majeure Events include acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, terrorist acts, riots, strike, embargoes or industrial disturbances. Vendor’s economic hardship or changes in market conditions are not Force Majeure Events. Vendor shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under these Holman Terms.  If a Force Majeure Event prevents Vendor from performing under these Holman Terms for a period of more than 30 days, Holman may terminate any pending Holman Purchase Orders immediately by written notice to Vendor.

16. Assignment and Amendment. Vendor shall not assign, transfer, delegate or subcontract any of its rights or obligations under these Holman Terms without the prior written consent of Holman. Any purported assignment, transfer or delegation in violation of this Section shall be null and void. Holman may at any time assign or transfer any or all of its rights or obligations under these Holman Terms without Vendor’s prior written consent to any affiliate. These Holman Terms may only be amended or modified in a writing executed by Holman, or emailed by Holman to Vendor at Vendor’s email address as permitted by Section 21.

17. Relationship of the Parties. The parties are independent contractors. Nothing in these Holman Terms creates any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has authority to bind the other party in any manner whatsoever. These Holman Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, provided that the General Indemnification is also for the benefit of the Indemnitees.

18. Governing Law. These Holman Terms are governed by the internal laws of the State of New Jersey, without regard to its choice of laws rules. The UN Convention on the International Sale of Goods is expressly excluded. Any litigation relating to these Holman Terms or any Deliverables shall be commenced and maintained in the US District Court, District of New Jersey, sitting in Camden, New Jersey, or if jurisdiction is lacking, in New Jersey state court, sitting in Burlington County, New Jersey, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each party waives the right to a jury trial.  Vendor expressly waives any objection to personal jurisdiction or venue.

19. Notices. All notices and other communications hereunder (each, a “Notice“) shall be in writing and if to Holman, shall be addressed to 1420 Brewster Creek Blvd. Bartlett, IL 60103, Attention: Accounts Payable, or if to Vendor, to Vendor’s address of record in Holman’s systems, or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by hand or nationally recognized overnight courier, facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, first class postage prepaid). Holman may give notice to Vendor at Vendor’s email address on Holman’s systems. Except as otherwise provided in these Holman Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with this Section.

20. Severability. If any term or provision of these Holman Terms should be found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Holman Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Meanings. The words “include” or “including”, when used in these Holman Terms, mean “include but are not limited to” and “including but not limited to.”

24. Conflicts. Absent a Holman Definitive Contract, these Holman Terms govern the relationship of Vendor and Holman, as to all Deliverables.  All conflicting or additional terms in any invoice, confirmation or other writing are expressly superseded.

HOLMAN ROBOTICS, LLC
SUPPLIER TERMS (“Holman Terms”)
EFFECTIVE: March 20, 2025

Holman Robotics, LLC and its affiliates (collectively, “Holman”) seek to treat our suppliers as long-term business partners, and in that spirit, these Holman Terms clarify and govern the provision of services by you, to Holman and in certain cases, to clients of Holman (collectively, “Holman Clients”). These Holman Terms supersede all prior understandings and agreements, as well as any terms on any quotes, proposals, or bids, and any sales or service confirmation or invoice.

If you are a party to a definitive written contract (“Holman Definitive Contract”) duly executed by you and authorized representatives of Holman, then the Holman Definitive Contract governs your relationship with Holman.

In these Holman Terms, we sometimes refer to “you” or “your,” or “Supplier.” By each reference, we mean the legal entity which houses your business, e.g. a corporation owned by you, or of which you are an employee or agent, or if you are not incorporated, you as a sole proprietor. These terms may extend to an entity affiliated with the legal entity which houses your business, if and to the extent such affiliate provides goods and/or services to Holman and is not otherwise a party to a Holman Definitive Contract.

Your continued provision of goods and/or services (collectively, “Services”), and/or your acceptance of payment by Holman for Services, signifies your acceptance of these Holman Terms and your representation that you have authority to bind the legal entity where you are employed or for which you act as agent or other representative.

Holman may from time to time modify these Holman Terms. You will need to regularly review these Holman Terms for modification.

1. Services.

1.1 Scope. Supplier shall provide the Services as may be requested or authorized by Holman, within the timeframe specified by Holman or if no timeframe is specified, within a reasonable time. Supplier shall perform all Services in a workmanlike manner, and shall maintain compliance with all applicable laws, rules, and regulations (collectively, “Laws”). Supplier agrees that time is of the essence in performing the Services. Without limiting the foregoing, where a Work Request is issued, Supplier shall comply with the Work Request terms, in addition to these Holman Terms. The term “Work Request” means (a) a writing issued by an authorized representative of Holman or (b) the confirmation of Supplier’s quote for Services by an authorized representative of Holman.

1.2 Changes. Holman may initiate changes to an existing order by issuing change requests to Supplier, that alter, add to, or deduct from the Services requested by Holman. If Supplier has any exception to such change requests, then Supplier shall notify Holman within 10 days after Supplier’s receipt of Holman’s change request. Where a change request increases the volume of Services, the unit pricing established shall remain in effect (or may be decreased upon agreement of Supplier and Holman), and the time to complete may be extended, in all cases based on the additional volume, all as mutually determined by Supplier and Holman. Where a change request reduces the volume of Services, then Supplier shall use all reasonable efforts to mitigate any adverse impact, and Supplier may charge a reasonable restocking fee, as mutually determined by Supplier and Holman.

1.3 Inspection. Services (including any goods included in the Services) are subject to Holman inspection and approval notwithstanding Holman’s prior receipt of, or payment for, Services. Holman’s inspection or other action, including requiring re-work or replacement, shall not excuse Supplier. Holman shall have the right to further inspection and approval, including where re-work and replacement is required and completed. Where Services are delivered to or at an Holman Client, then the Holman Client shall have inspection and approval rights.

1.4 Risk of Loss. Where Supplier’s Services include providing goods, Supplier shall ship and deliver such goods FOB Holman’s designated receiving point, with risk of loss passing after Holman or the Holman Client’s inspection and acceptance. Supplier may include actual freight and insurance in its invoices for goods delivered to Holman or Holman Clients. Where Holman places goods in Supplier’s care, custody or control, Supplier bears the risk of loss to such goods. For the avoidance of doubt, goods include vehicles and equipment.

2. Price. The price of the Services billed to Holman shall be the price approved by Holman via the issuance of a Holman Work Request, and shall include all insurance, customs, duties, fees, and applicable taxes, including sales, use, excise, property, or value added taxes, and any other amounts required to be paid under any applicable Law.

3. Pricing is Competitive. Supplier represents that the price of Services billed to Holman shall be competitive with the price billed by Supplier to others for substantially similar Services in substantially similar quantities.

4. Billing and Payment Terms.

4.1 Billing. Supplier shall issue an invoice to Holman at or promptly after provision of the Services in accordance with these Holman Terms, or when otherwise required by Holman. Invoices shall be true, correct and complete, and shall otherwise be in a form and format reasonably acceptable to Holman.

4.2 Payment Terms. Holman shall pay all invoiced amounts properly due to Supplier within 30 days after the date of Supplier’s invoice, except for any amount disputed by Holman in good faith. If Holman pays Supplier’s invoice within 10 business days of receipt, then Holman may deduct 2% of the total invoice amount. For the avoidance of doubt, the payment terms set forth herein will not apply to payments for the acquisition of vehicles.

4.3 Payment of Undisputed Portion and Dispute Resolution. Where Holman disputes an invoiced amount, Holman shall pay the undisputed portion within 45 days after the invoice date, and within such 45 day period, shall provide Supplier with a notice specifying the amount disputed and Holman’s reasons for disputing that amount. Thereafter, Supplier and Holman shall use all reasonable efforts to resolve such dispute as promptly as possible, and so long as Holman is using reasonable efforts, no late payment penalty or interest shall accrue or become due.

4.4 Late Billing. Invoices for Services provided more than 120 days prior to the invoice date shall not be paid by Holman.

5. Rebilling. Supplier acknowledges and agrees that Holman’s role vis a vis a Holman Client may include paying Supplier’s invoices for Services, and then rebilling the Holman Client for Supplier’s Services. In those situations, notwithstanding any reference on a Supplier invoice that Holman is the purchaser or buyer, Supplier agrees that the Holman Client is the purchaser and buyer. Where Holman designates that the Holman Client is exempt from sales tax, Supplier shall comply with that designation, and treat the transaction as exempt from sales tax. If requested, Holman shall provide evidence of the Holman Client’s sales tax exempt status to Supplier. If and to the extent Supplier provides Services in Canada to Holman affiliates in Canada, then deductions such as the 2% prompt payment amount may be treated as fees, and in that case, Holman’s affiliate in Canada may also deduct applicable taxes on those amounts, i.e. Canada GST / HST and any provincial sales tax.

6. Set off and Dispute Resolution. Without limiting any other rights, Holman may set off any amount owing to Holman by Supplier against any amount payable by Holman to Supplier. Should any dispute arise, the parties shall resolve all such disputes expeditiously. Supplier shall continue performing its obligations under applicable Holman Work Requests, notwithstanding any such dispute. Acceptance of an Holman payment by Supplier is a waiver by Supplier of any rights and claims of Supplier related to that payment as of the date of acceptance.

7. Anti-Trust Assignment. Supplier hereby assigns to Holman all right, title and interest in and to any claim under federal or state anti-trust, unfair competition, unfair trade practices or other Law, or in connection with any product liability or other civil action decision (including a court approved settlement or alternative dispute resolution), to the extent relating to Services provided by Supplier. Supplier shall provide Holman with prompt notice of any such claim, and Supplier shall comply with Holman’s requests for information to evaluate and pursue such claim.

8. Supplier Obligations. Supplier shall at all times comply with the following:

8.1 Licenses, Permits and Consents; Compliance with Laws. Supplier shall obtain and maintain at all times all necessary licenses and permits, and comply with all applicable Laws. Such Laws include anti-corruption Laws such as the US Foreign Corrupt Practices Act, anti-money laundering laws such as the US Bank Secrecy Act, USA Patriot Act and requirements of the US Office of Foreign Assets Control (OFAC), Laws prohibiting human trafficking, Laws governing employees, employee compensation and workplace safety, such as the US Immigration and Control Reform Act of 1986, US Fair Labor Standards Act and the US Occupational Health & Safety Act, and Laws prohibiting discrimination such as Title VII of the US Civil Rights Act of 1964 and the US Americans with Disabilities Act of 1990, Laws prohibiting unfair or deceptive trade practices such as the US Federal Trade Commission Act, Laws governing customs, export and import, such as the US Export Control Act, Laws related to emissions reporting or other environmental or climate related disclosures, and Laws governing data privacy, including personal data and personal information.

8.2 US Federal Government Requirements. If and to the extent Supplier’s Services are provided in connection with a contract with the US Federal Government or a US Federal Government Contractor, and Federal government flow-down requirements apply, then Supplier shall comply with such requirements. Examples of such requirements include the Equal Opportunity Clause (41 CFR 60-§1.4(a)); Equal Opportunity Clause for Special Disabled Veterans, Veterans of the Vietnam Era, Recently Separated Veterans, and Other Protected Veterans (41 CFR 60-§250.5(a)); Equal Opportunity Clause for Disabled Veterans, Recently Separated Veterans, Other Protected Veterans and Armed Forces Service Medal Veterans (41 CFR §60-300.5(a)); Equal Opportunity Clause for Workers with Disabilities (41 CFR §60-741.5(a)); Employee Rights Under the National Labor Relations Act (29 CFR §471, Appendix A to Subpart A); and the Certification of Nonsegregated Facilities Clause (41 CFR § 60-1.8). Without limiting the foregoing, Supplier agrees to comply with applicable provisions of the Federal Acquisition Regulations (also known as the “FAR”), including claim certification requirements, certification as to independent price determination and the like.

8.3 Holman Policy and Procedure. Supplier shall comply with all reasonable policies and procedures adopted by Holman from time to time, including information security policies and procedures. Copies of all such policies and procedures are available from Holman on request. From time to time, Holman may develop policies and procedures designed to increase the marketability of Holman’s services to Holman Clients, which may have the effect of creating additional opportunities for Holman suppliers, such as Supplier. Supplier agrees to participate, if requested by Holman, in such policies and procedures, so long as Holman does not require the payment of a participation fee or membership subscription for such participation.

8.4 Accurate Books and Records; Review. Supplier shall maintain complete and accurate records relating to the Services, including records of the time spent and materials used in such form as Holman shall approve. Upon Holman’s request, Supplier shall allow Holman to inspect and audit such records and other Supplier information to confirm compliance with these Holman Terms, and Supplier shall certify as to Supplier’s compliance with these Holman Terms and Law. Supplier represents that all information provided by Supplier is and shall be true, correct and complete in all respects. Further, Supplier’s submission of an invoice or other statement as to Services provided is a declaration signed by the submitter and by Supplier under penalty of perjury under the laws of the United States, that such invoice or other statement is true and correct, with such declaration deemed dated as of the date the invoice or other statement is submitted, as evidenced by Holman’s records.

8.5 Supplier’s Contractors. Supplier may engage contractors, subcontractors, suppliers and other third parties (collectively, “Supplier’s Contractors”) to assist Supplier in providing the Services. Supplier shall cause all Supplier’s Contractors to comply with these Holman Terms and shall be liable for Supplier’s Contractors acts or omission when performing under these Terms. Supplier shall pay all of its employees and Supplier’s Contractors, the amounts due them, when due. Supplier shall defend, indemnify and hold Holman harmless from any lien or claim from such persons or entities, whether for non-payment by Supplier or otherwise.

8.6 Supplier Employees, Equipment and Property. Supplier shall ensure that its employees and Supplier’s Contractors and their employees, are properly licensed, certified or accredited as required by applicable Law and are qualified to provide the Services. Supplier shall ensure that all Supplier’s equipment used in providing Services is in good working order and complies with applicable Law. Supplier shall ensure that any property of Holman, or property owned by a third party that comes into Supplier’s care, custody or control through Holman, is not lost, stolen or damaged, and remains in good working order, normal wear and tear excepted.

8.7 Taxes. Supplier shall comply with all national, state or provincial, and local tax Laws, including sales and use taxes, value added taxes, gross receipts taxes, income taxes, property taxes or any other assessment or payment required by any national, state or provincial or local tax authority or other governmental agency or authority. Supplier shall timely file all returns and timely pay of all amounts due. If the discount deducted by Holman from Supplier’s total invoice amount under Section 4 is held to be subject to any tax payable by Holman, Holman may deduct such tax from Supplier’s invoice, and from subsequent invoices.

9. Warranties. Supplier warrants to Holman that, for a period of 12 months from completion, the Services: (a) shall be of a professional quality, (b) shall be performed and provided by fully trained, certified, suitably qualified, and competent personnel, (c) shall conform to industry practices, and (d) shall be performed in a workmanlike manner, compliant with applicable Law. Supplier further warrants to Holman that, for a period of 12 months from delivery or installation, any goods provided under these Holman Terms: (i) shall be free from defects in workmanship, material and design, (ii) shall comply with all applicable Laws, (iii) shall be fit for their intended purpose, (iv) shall be merchantable, (v) shall be free and clear of all liens and other encumbrances, and (vi) shall be non-infringing. Supplier agrees that all representations and warranties set forth in these Holman Terms are cumulative and in addition to any other warranty provided by law or equity. If Holman gives Supplier notice of noncompliance pursuant to this Section, Supplier shall, at its own expense, within 30 days, either replace or repair any defective or nonconforming goods provided as part of the Services, or repair or re-perform the applicable Services.

10. Indemnification and Limitation of Liability.

10.1 Indemnification. To the maximum extent permitted by Law, Supplier shall defend, indemnify and hold harmless Holman (including its affiliates), the applicable Holman Client, and each of their respective directors, officers, employees, shareholders, agents and assigns (collectively, “Indemnitees”) from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Services purchased from or provided by Supplier, or any act or omission of Supplier or Supplier’s negligence, gross negligence, willful misconduct or breach of these Holman Terms. Supplier shall not enter into any settlement without Holman’s prior written consent.

10.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HOLMAN AND ITS AFFILIATES OR HOLMAN CLIENTS, ON THE ONE HAND, OR SUPPLIER, ON THE OTHER HAND, BE LIABLE TO THE OTHER, FOR ANY CONSEQUENTIAL (INCLUDING LOST PROFITS), INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM THE PROVISION OF SERVICES OR PERFORMANCE UNDER THESE TERMS EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Insurance. Supplier shall, at its own expense, obtain and maintain with financially sound and reputable insurers licensed to do business in the state, province or other jurisdiction where any Services are provided, with an AM Best rating and Financial Size Category of at least “A-, VII” or better or otherwise reasonably satisfactory to Holman, the following coverages in at least the amounts stated:

11.1 Worker’s Compensation. Worker’s compensation coverage as required by applicable law.

11.2 Commercial General Liability. Commercial General Liability Insurance on an “occurrence” basis, including coverage for bodily injury, property damage, personal injury and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the general aggregate limit shall be twice the required occurrence limit. Such coverage shall include products and completed operations liability coverage, and blanket contractual liability coverage covering Supplier’s defense and indemnification obligations.

11.3 Business Automobile Liability. Where Suppliers uses vehicles in its business, business automobile liability covering hired and non-owned vehicles with limits no less than $2,000,000 combined single limit per occurrence for bodily injury and property damage.

11.4 Bailee’s Coverage. Where Supplier provides repair or other services involving possession of equipment or other goods owned by Holman, inland Marine insurance or specific Bailee’s coverage, also known as “Customer’s Goods” or Property of Others in Care, Custody, or Control” coverage, for property of others, including Holman’s equipment, other property, parts, materials, and data, while such property is in Supplier’s care, custody, or control, whether at Supplier’s premises, Holman’s premises, in transit, or any other temporary location. Such coverage shall be written on an “all risks” basis (or equivalent broad form) covering direct physical loss or damage, including fire, theft, vandalism, accident damage, and transit risks. The minimum limit of liability for such coverage shall be $1,000,000 per occurrence or the full replacement value of the highest estimated aggregate value of Holman’s p property reasonably expected to be in Supplier’s care, custody, or control, at any given time, whichever is greater.

11.5 Employer’s Liability. Employer’s liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

11.6 Umbrella / Excess Liability. Umbrella/Excess liability insurance on the above commercial general liability insurance, business automobile liability, garage liability insurance (if applicable) and employer’s liability insurance with minimum limits of at least $3,000,000 per occurrence and $3,000,000 in the aggregate.

11.7 Ability to Combine Primary and Excess Coverage. The minimum limits of insurance required by this Section 11 may be satisfied by a combination of primary and excess coverage.

12. Additional Insurance Coverages. Supplier shall also obtain and maintain the following:

12.1 Professional Liability. Where Supplier provides any professional services, Supplier shall obtain and maintain Professional Liability (Errors and Omissions) Insurance written on a “claims-made” basis with a limit no less than $2,000,000 per occurrence. If, when providing Services to Holman, Supplier will have access to any personal data of any Holman employees or any employees of any Holman Clients, then Supplier shall ensure that such insurance includes cyber liability and data breach coverages.

13. Holman as an Additional Insured. Holman and all other Indemnitees (the “Holman Parties”) shall be included as additional insureds on Supplier’s insurance policies for liability arising out of Supplier’s Services and any other services or work performed by Supplier or its direction, both for ongoing operations and completed operations, for a period of 24 months after completion of Services or other services or work. Supplier specifically assumes, and agrees that Supplier’s policies shall accept tort liability of the Holman Parties.

13.1 Supplier Coverage is Primary; Certificates of Insurance. Supplier’s additional insured coverage shall be primary and non-contributory, irrespective of any other insurance or self-insurance programs that may be carried by Holman or any other Indemnitee. When requested, Supplier shall provide Holman with an insurance certificate(s) evidencing all required insurance coverages, in a form reasonably acceptable to Holman. Such insurance certificates shall identify any applicable self-insured retentions or deductibles, which shall be Supplier’s sole responsibility. Such certificate(s) shall provide that Holman shall receive at least 30 days’ prior written notice of any cancellation or amendment of any insurance required by this Section. Supplier shall also provide copies of written endorsements that identify the Holman Parties as additional insureds for each of the insurance policies procured pursuant to this Section.

13.2 Coverage Required is Not Limiting. Supplier agrees that the insurance required by these Holman Terms does not limit Supplier’s liability to Holman under these Holman Terms, including Supplier’s duty to defend, indemnify and hold the Holman Parties harmless. If Supplier maintains higher limits than the minimums shown above, Holman shall be entitled to coverage for the higher limits maintained by Supplier. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Supplier.

13.3 Failure to Maintain Coverage. Supplier’s failure, for any reason, to maintain any of the insurance coverages required by these Holman Terms is a material breach. Holman, at its sole option, may terminate all Holman Work Requests and obtain damages from Supplier resulting from such breach. Alternatively, Holman may purchase such required insurance coverage, and without further notice to Supplier, Holman may deduct from sums due to Supplier any premium costs advanced by Holman for such insurance.

13.4 Subrogation Waived. Supplier hereby waives, and Supplier shall require its insurer(s) to waive, rights of subrogation against Holman and Holman’s insurers.

13.5 Electronic Collection of Insurance Certificates. Should Holman institute a process for the electronic collection, by Holman or its designated third party provider, of insurance certificates from suppliers, Supplier shall comply with Holman’s instructions and adopt such process, at Supplier’s cost.

14. Termination.

14.1 Termination for Convenience. Either Supplier or Holman may terminate the provision of any or all Services (including any Holman Work Requests) at will and for convenience, on at least 30 days’ prior notice to the other.

14.2 Termination for Breach. If Supplier or Holman breaches any of these Holman Terms, and fails to cure such breach within 30 days after receipt of a notice specifying the nature of such breach and requesting its cure, then the non-breaching party may terminate any or all Services (including any Holman Work Requests), and pursue all rights and remedies available under these Holman Terms or at law or in equity.

14.3 Termination for Insolvency. If Supplier 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, then Holman may terminate all Services (including any Holman Work Requests) upon written notice to Supplier.

14.4 Effect of Termination.

14.4.1 Completion of Services. On any termination of any Services (including any Holman Work Request), if requested by Holman, Supplier shall complete any Services (including any Holman Work Request) in accordance with these Holman Terms, and at the price and at the times established for the specific Services.

14.4.2 Holman Payment for Services. On any termination of any Services (including any Holman Work Request), Holman shall pay Supplier’s invoices for Services properly provided up to the effective date of termination, at the prices and on the terms agreed upon by the parties, including these Holman Terms.

14.4.3 Each party retains rights. On any termination of any Services (including any Holman Work Request), each party shall retain all rights and remedies available under these Holman Terms, and at law or in equity. In case of a partial termination, Supplier shall remain responsible to complete Services (including any Work Request) not terminated. Sections 9, 10, 11, 12, 13, 15, 16, 20, and 21 shall survive any termination of Services (including any Holman Work Request).

15. Waiver. No waiver by Holman of any of these Holman Terms is effective unless in writing and signed by a duly authorized officer of Holman. No failure by Holman to exercise, or delay in exercising, any right or remedy arising from these Holman Terms is or shall be a waiver thereof. No single or partial exercise of any right or remedy hereunder limits any other or further exercise thereof or the exercise of any other right or remedy.

16. Confidential Information. Either Supplier or Holman (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain non-public information (collectively, “Confidential Information”) that has economic value or affords commercial advantage to the Disclosing Party because it is not generally known or readily ascertainable via proper means by other persons and is either (a) designated as “confidential” or “proprietary” by the Disclosing Party prior to or at the time of disclosure or (b) known, or should have been known to a reasonable person familiar with the Disclosing Party’s business and the industry in which it operates, to be confidential to the Disclosing Party based on the nature of the information or the circumstances of its disclosure. By way of example, Confidential Information may include costing and pricing data, supplier and customer data, business and marketing plans, and processes, formulas, business methods, specifications, and systems architecture and technical and organization information security measures and controls.

16.1 Restriction on Use. The Receiving Party shall (a) hold all Confidential Information in confidence, and shall not disclose Confidential Information except as expressly permitted under the terms hereof and (b) use Confidential Information only to fulfill the terms hereof and for no other purpose without the prior written consent of the Disclosing Party.

16.2 Standard of Care. The Receiving Party shall protect the Confidential Information from unauthorized use or disclosure using the same standard of care that the Receiving Party applies to protect its own confidential information of a like sensitivity and, in any event, shall employ at least a reasonable degree of care to protect the Confidential Information. The Receiving Party shall disclose Confidential Information received by it only to its employees and contractors who have a need to know such Confidential Information in the course of the performance of their duties, and prior to any disclosure, shall notify such employees or contractors of their obligations hereunder. The Receiving Party shall cause such employees or contractors to comply with the terms hereof, and shall be responsible to the Disclosing Party for any disclosure or misuse of Confidential Information which results from a failure to comply with its obligations hereunder. Upon Holman’s request, Supplier shall promptly return all documents and other materials received from Holman. Holman 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 the Receiving Party at the time of disclosure and not subject to a confidentiality undertaking; or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party. Supplier specifically agrees that all data related to Services made available by Supplier, including data generated or collected by Holman from Supplier-provided equipment, in connection with the operation, performance, and usage of such equipment, may be used by Holman’s for Holman’s internal business purposes, including benchmarking, analytics, and the improvement of the quality, performance, and range of services offered by Holman. Holman may share such if aggregated with other data and nonattributable to Supplier.

17. Supplier Information Security Program. Supplier shall maintain a formal information security program in accordance with industry standards and practices that is designed to: (a) ensure the security and integrity of Confidential Information and personally identifiable information or personal data provided or otherwise made available by Holman to Supplier in connection with the Services or collected by Supplier in connection with the Services (“Personal Data”) (Confidential Information and Personal Data are hereinafter, “Holman Data”); (b) protect against threats or hazards to the security or integrity of Holman Data; and (c) prevent unauthorized use of, loss of, access to or disclosure of, Holman Data. Supplier’s formal information security program shall include technical and organizational measures, i.e. functions, processes, controls, systems, procedures and measures taken to protect and secure Holman Data, including Personal Data, that is processed.

17.1 Unauthorized Disclosures. If either party reasonably believes that there has been a Security Breach, such party shall notify the other party as promptly as practicable. Specifically, Supplier shall report such Security Breach to Holman within the timeframe required by applicable Law. Additionally, each party shall reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any such Security Breach, upon Holman’s request, Holman and Supplier shall consult in good faith regarding the root cause analysis and any remediation efforts. The term “Security Breach” means (a) any unauthorized use of, loss of, access to or disclosure of, Holman Data, where there is actual knowledge or a reasonable suspicion that such use, loss, access or disclosure involves theft, or is fraudulent, criminal or malicious in nature, or a breach of these terms, or where such use, loss, access or disclosure triggers a notification obligation under any applicable Law and (b) any security breach (or substantially similar term) as defined by applicable Law.

17.2 Supplier Remediation of Certain Unauthorized Disclosures. In case of any actual or suspected Security Breach caused by Supplier, Supplier shall pay the reasonable and documented costs incurred by Holman. These may include as appropriate: (a) forensic investigation expenses incurred, (b) expenses in notifying government agencies as required by Law and individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of 12 months after the date on which such individuals were notified of the unauthorized access or acquisition.

18. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing these Holman Terms to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (each, a “Force Majeure Event”). Force Majeure Events include acts of God or the public enemy, epidemics and pandemics, government restrictions, floods, fire, earthquakes, explosion, war, terrorist acts, riots, strike, embargoes or industrial disturbances. Supplier’s economic hardship or changes in market conditions are not Force Majeure Events. Supplier shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under these Holman Terms. If a Force Majeure Event prevents Supplier from performing under these Holman Terms for a period of more than 30 days, Holman may terminate any pending Holman Work Requests immediately by written notice to Supplier, without liability. Where Supplier quotes Holman the price of an item, and thereafter, a tariff, tax or other charge arises, such that Supplier desires to increase its quoted price of the item or increase other pricing to compensate in whole or in part for such tariff, tax or other charge, then any such increase requires Holman’s prior written consent.

19. Assignment and Amendment. Supplier shall not assign or otherwise transfer its rights or obligations under these Holman Terms without the prior written consent of Holman. Any purported assignment or transfer in violation of this Section is void. These Holman Terms may only be amended or modified in a writing executed by Holman, or emailed by Holman to Supplier at Supplier’s email address as permitted by Section 22.

20. Relationship of the Parties. The parties are independent contractors of each other, these Holman Terms and all transactions between the parties are business-to-business transactions, and neither party is an individual consumer. Nothing in these Holman Terms creates any agency, partnership, joint venture, employment or fiduciary relationship between the parties. Neither party has authority to bind the other party. These Holman Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, provided that the General Indemnification is also for the benefit of the Indemnitees. With respect to Holman’s affiliates in Canada, the parties acknowledge that such entities are paying agents of the applicable Holman Client in Canada, and that Holman is not engaging in goods and services procurement.

21. Governing Law. These Holman Terms are governed by the laws of New Jersey, without regard to its choice of laws rules. The UN Convention on the International Sale of Goods is expressly excluded. Any litigation relating to these Holman Terms or any Services shall be commenced and maintained in the US District Court, District of New Jersey, sitting in Camden, New Jersey, or if jurisdiction is lacking, in New Jersey state court, sitting in Burlington County, New Jersey. Each party consents to such venue, waives objection to jurisdiction, and waives the right to a jury trial.

22. Notices. All notices and other communications hereunder shall be in writing and if to Holman, shall be addressed to Holman Robotics, LLC, 4001 Leadenhall Road, Mt. Laurel, NJ, 08054, Attention: Accounts Payable–Holman Robotics, or if to Supplier, to Supplier’s address of record in Holman’s systems, or to such other address that may be designated by the receiving party in writing. All notices shall be delivered by hand or nationally recognized overnight courier, facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, first class postage prepaid). Holman may give notice to Supplier at Supplier’s email address on Holman’s systems, and notice by email is delivered and effective at the time the email is transmitted, as evidenced by Holman’s email system indicating successful transmission, unless the sender receives a system-generated message indicating failed delivery. Except as otherwise provided in these Holman Terms, a notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the notice has complied with this Section.

23. Severability. If any of these Holman Terms is held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the remainder of these Holman Terms or invalidate or render unenforceable the Holman Terms in any other jurisdiction.

24. Meanings. The words “include” or “including”, when used in these Holman Terms, mean “include but are not limited to” and “including but not limited to.” These Holman Terms may extend to Holman affiliates in Canada, such as ARI Financial Services, Inc., a Canada corporation. Accordingly, the parties hereto agree that these Holman Terms and any related documentation be drafted in English only. En conséquence, les parties aux présentes conviennent que les présentes Conditions Holman et toute documentation connexe soient rédigées en anglais uniquement.

25. Entire Agreement and Conflicts. Absent a Holman Definitive Contract, these Holman Terms and the Holman Data Processing Terms are the entire agreement and understanding of Supplier and its affiliates, on the one hand, and Holman, on the other hand, and such Holman Terms and Holman Data Processing Terms govern the relationship of Supplier and Holman, as to all Services. All conflicting or additional terms in any invoice, confirmation or other writing are expressly superseded and any prior agreement or understanding is expressly superseded.

Holman Robotics, LLC Data Processing Terms follow

HOLMAN ROBOTICS, LLC
DATA PROCESSING TERMS (“DATA PROCESSING TERMS”)
EFFECTIVE: March 20, 2025

Holman Robotics, LLC and its affiliates(collectively, “Holman”) seek to treat our suppliers as long-term business partners, and in that spirit, established the Holman Terms to govern the provision of services by you, to Holman and in certain cases, to clients of Holman (collectively, “Holman Clients”). These Data Processing Terms clarify and govern the processing of data by you, in connection with your provision of services.

We are supplementing the Holman Terms with these Data Processing Terms, recognizing that your Services may include the processing of personal information and personal data of Holman and Holman Client personnel.

As with the Holman Terms, if you are a party to a definitive written contract (“Holman Definitive Contract”) duly executed by you and authorized representatives of Holman, and these Data Processing Terms conflict with that Holman Definitive Contract, then that Holman Definitive Contract controls.

As with the Holman Terms, in these Data Processing Terms, we sometimes refer to “you” or “your,” or “Supplier.” By each reference, we mean the legal entity which houses your business, e.g. a corporation owned by you, or of which you are an employee or agent, or if you are not incorporated, you as a sole proprietor.

Your continued provision of goods and/or services (collectively, “Services”), and your acceptance of payment by Holman for Services, signifies your acceptance of these Data Processing Terms and your representation that you have authority to bind the legal entity where you are employed or for which you act as agent or other representative.

Holman may from time to time modify these Data Processing Terms. You will need to regularly review these Holman Data Processing Terms for modification.

1. Definitions. The following terms as used in these Data Processing Terms have the following meanings:

“California Consumer Privacy Act of 2018” or “CCPA” means Assembly Bill 375 of the California House of Representatives, an act to add Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code, relating to privacy and approved by the California Governor on June 28, 2018, and the California Privacy Rights Act of 2020, including all regulations enacted in connection with Act, as the same may be amended, supplemented, or replaced from time-to-time.

“Consumer” means a natural person who is a California resident, as defined in Section 17014 of Title 18 of the California Code of Regulations, as that section read on September 1, 2017, however identified, including by any unique identifier.

“Data Breach” means the actual or reasonably suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Holman Personal Information.

“Data Protection Laws” means the CCPA and, to the extent applicable, the data protection or privacy laws of any other state or country applicable to the Processing of the Holman Personal Information.

“Deidentified” means information that cannot reasonably identify, relate to, describe, or be directly or indirectly linked to a Consumer, and subject to the provisions of Section 4 of these Data Processing Terms.

“Holman Personal Information” means Personal Information Processed by Supplier (or a Sub-Processor) in the course of providing the Services.

“Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.

“Process” or “Processing” means any operation or set of operations that are performed on Personal Information or on sets of Personal Information, whether or not by automated means.

“Sale” or “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating Personal Information to another business or third party for monetary or other valuable consideration.

“Sub-Processor” means any person or other entity appointed by or on behalf of Supplier to Process Personal Information on behalf of Holman, in connection with Supplier’s provision of Services to Holman.

All other capitalized terms used herein, are as defined in the Holman Terms.

2. Processing of Holman Personal Information. Where Holman discloses Personal Information to Supplier in connection Services, Holman makes such disclosure solely for a valid business purpose and for Supplier to perform the Services.

3. Restrictions on Processing Holman Personal Information. Supplier shall, and shall ensure that its personnel and Sub-Processors:

3.1 Not retain, use, or disclose Holman Personal Information for any purpose other than for the specific purpose of performing the Services specified by Holman;

3.2 Not Sell or Share Holman Personal Information; and

3.3 Not retain, use, or disclose the Holman Personal Information outside of the direct business relationship between Holman and Supplier.

4. Deidentified Information. To the extent Supplier Processes any Deidentified Personal Information to which it gained access in connection with its relationship with Holman, including without limitation Holman Personal Information that has been Deidentified by Supplier, Supplier represents and undertakes as follows:

4.1 Supplier shall not make any attempts to re-identify the Deidentified Personal Information;

4.2 Supplier has implemented and shall maintain technical safeguards that prohibit re-identification of Deidentified Personal Information within the Holman Personal Information;

4.3 Supplier has implemented and shall maintain business processes that specifically prohibit re-identification of information and prevent inadvertent release of Deidentified Personal Information; and

4.4 Supplier shall periodically reassess its technical safeguards and processes to ensure that they are still adequate to prevent the re-identification of information or the inadvertent release of Deidentified Personal Information.

5. Consumer Requests.

5.1 Reasonable Assistance. Supplier shall provide reasonable assistance to Holman to enable Holman to respond to Consumer requests to exercise their rights under the CCPA or other applicable Data Protection Laws.

5.2 Timing. Supplier will, without undue delay, and not later than 48 hours after receiving a Consumer request to exercise any of the rights provided under applicable Data Protection Laws, notify Holman if it receives a request from a Consumer to exercise rights under the CCPA or other Data Protection Laws. Supplier will, without undue delay, and where feasible within five calendar days, respond to the Consumer with a response that shall include (a) Supplier received the request but may not answer directly as this is prohibited by Holman; (b) a statement directing the Consumer to submit the request directly to the Holman; and (c) Holman’s contact information. To the extent Supplier is legally required to provide a different response, Supplier, to the extent permitted by such applicable law, shall inform Holman of that legal requirement before it responds to the request. To the extent necessary, Supplier shall cooperate with Holman as necessary to verify the identity of a Consumer filing a request.

5.3 Access. Upon instruction from Holman to do so, Supplier will, without undue delay, and no later than five calendar days of Holman’s instruction, provide to Holman, all information required to comply with a Consumer’s access request pursuant to CCPA Sections 1798.110 – 1798.115 or other Data Protection Laws.

5.4 Opt-Out. If Supplier receives a request from Holman regarding the opt-out of a Sale or Sharing of Personal information of one or more Consumers, the parties shall discuss in good faith whether such requests are relevant to the Processing of Holman Personal Information by Supplier and the best manner to address such requests.

5.5 Deletion. Upon instruction from Holman to do so, Supplier will, without undue delay, and no later than five calendar days of Holman’s instruction, delete a Consumer’s Personal Information from its records, unless Supplier is required to maintain the Consumer’s Personal Information in accordance with Section 1798.105 of the CCPA or other applicable law. To this end, Supplier shall notify Holman, without undue delay, and no later than five calendar days of Holman’s instruction, of the reason for retention of the Consumer’s Personal Information. Within 10 calendar days after the date on which Holman’s instruction was received, Supplier shall certify to Holman that the Personal Information was deleted.

6. Supplier Personnel. Supplier shall ensure that individuals that access Holman Personal Information will: (a) only do so as necessary to perform their job duties in connection with the performance of the Services; (b) be bound by a written obligation of confidentiality; and (c) have undergone adequate training in connection with handling Personal Information as required by Data Protection Laws.

7. Information Security. Supplier shall implement and maintain reasonable security procedures and practices appropriate to protect the Holman Personal Information from unauthorized access or use. Such measures shall include, at a minimum, the 20 CIS controls, as set forth in https://www.cisecurity.org/controls/cis-controls-list/, as of the effective date of these Data Processing Terms.

8. Sub-Processors.

8.1 Supplier Responsibilities as to Sub-Processors. Supplier may appoint Sub-Processors, and permits each Sub-Processor to appoint additional Sub-Processors, in accordance with this Section 8. Supplier shall cause its Sub-Processers to comply with applicable Data Privacy Law and industry practices relative to information security and handling personal information, and to otherwise comply with these Data Processing Terms, and the Holman Terms. On request, Supplier shall provide Holman with a list of any Sub-Processors, their respective services, the categories of personal information processed, and specifics on technical and organizational security measures that are in place at each Sub-Processor location.

8.2 Supplier Due Diligence of Sub-Processors. Supplier shall carry out appropriate due diligence on each Sub-Processor in advance of engagement of such Sub-Processor. Supplier shall enter into a written contract with each Sub-Processor which: (a) includes terms substantially equivalent to those set out in this Addendum; and (b) meet the requirements of Sections 1798.140(v) and (w) of the CCPA or other Data Protection Laws. Supplier shall be liable for its Sub-Processor’s acts and omissions in relation to Supplier’s obligations under this Addendum.

9. Data Breaches.

9.1 Notification. Supplier shall notify Holman without undue delay and where feasible, within three calendar days after Supplier having become aware of a Data Breach affecting Holman Personal Information. In its notification, Supplier shall provide Holman with sufficient information and documentation to allow Holman to meet any obligations to report or inform impacted individuals of the Data Breach. Therefore, the notification, at a minimum, shall include: (a) the types of Personal Information that were or are reasonably believed to be the subject of the Data Breach; (b) the date or estimated date of the Data Breach; (c) a general description of the Data Breach; and (d) the steps Supplier has taken to remediate the Data Breach. Supplier shall not make any notification in connection with such Data Breach unless instructed to do so by Holman in writing. Supplier shall continuously supplement the information provided to Holman as additional information becomes available to it.

9.2 Remediation. Supplier shall make commercially reasonable efforts, in accordance with its security incident management policies and procedures, to identify the cause of such Data Breach, to remediate it, and to put in place any measures designed to prevent additional breaches.

9.3 Liability. If Supplier, or its Sub-Processor, is determined to be responsible for the Data Breach, Supplier will, without derogating from any of Holman’s other remedies under these Data Processing Terms or under applicable law: (a) bear all costs associated with the remediation and notification of the Data Breach; and (b) bear the cost of appropriate identity theft prevention and mitigation services to all affected individuals for not less than 12 months; and (c) bear all costs relating to regulatory investigations.

10. Audits. Supplier shall (a) make available to Holman, on request, all information necessary to demonstrate compliance with this Addendum, the CCPA, or other Data Protection Laws; and (b) allow for and contribute to audits, including inspections, by an auditor mandated by Holman in relation to the Processing of the Holman Personal Information by Supplier. Supplier shall allow Holman and Holman’s authorized representatives to conduct audits or inspections to ensure compliance with these Data Processing Terms and CCPA or other Data Protection Laws in accordance with this Section. Notwithstanding the foregoing, any audit must be conducted during Supplier’s regular business hours, with reasonable advance notice to Supplier, and subject to reasonable confidentiality procedures. In addition, audits shall be limited to once per year, unless: (a) Supplier has experienced a Data Breach in the prior 12 months; (b) an audit reveals a material noncompliance; or (c) the audit is otherwise required by the CCPA, other Data Protection Laws, or any regulatory authority responsible for the enforcement of such Laws.

11. Return or Deletion of Holman Personal Information. At the request of Holman, Supplier shall, within 30 calendar days of receipt of such request, as reasonably practicable: (a) return a complete copy of all Holman Personal Information to Holman in such format and manner requested by Holman and reasonably acceptable to Supplier; and (b) delete all other copies of Holman Personal Information, except to the extent Supplier is required to retain such Holman Personal Information by law or where such Holman Personal Information is necessary for defense of legal claims. In such cases, the confidentiality obligations and use restrictions in the Agreement and Addendum shall continue to apply to such Holman Personal Information and/or copies so retained. Supplier shall provide a written certification of such deletion of Holman Personal Information within 30 days of Holman’s initial request.

12. Indemnification. Supplier shall defend, indemnify, and hold harmless Holman from and against any liabilities, losses, claims, suits, damages, costs or expenses (including reasonable attorneys’ fees and expenses and any regulatory fines) arising out of or relating to any breach by Supplier or any Sub-Processor of these Data Processing Terms, any Data Protection Law, or as a result of a Data Breach.

13. Survival. The obligations set forth herein shall survive termination of any Services for as long as Supplier is Processing Holman Personal Information.

14. Governing Law. These Data Processing Terms are governed by the laws of New Jersey, without regard to its choice of laws rules. The UN Convention on the International Sale of Goods is expressly excluded. Any litigation relating to these Data Processing Terms shall be commenced and maintained in the US District Court, District of New Jersey, sitting in Camden, New Jersey, or if jurisdiction is lacking, in New Jersey state court, sitting in Burlington County, New Jersey. Each party consents to such venue, waives objection to jurisdiction, and waives the right to a jury trial.

15. Notices. All notices and other communications hereunder shall be in writing and if to Holman, shall be addressed to Holman Robotics, LLC, 4001 Leadenhall Road, Mt. Laurel, NJ, 08054, Attention: Accounts Payable–Holman Robotics, or if to Supplier, to Supplier’s address of record in Holman’s systems, or to such other address that may be designated by the receiving party in writing. All notices shall be delivered by hand or nationally recognized overnight courier, facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, first class postage prepaid). Holman may give notice to Supplier at Supplier’s email address on Holman’s systems, and notice by email is delivered and effective at the time the email is transmitted, as evidenced by Holman’s email system indicating successful transmission, unless the sender receives a system-generated message indicating failed delivery. Except as otherwise provided in these Data Processing Terms, a notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the notice has complied with this Section.

16. No Amendment; Order of Precedence. Nothing in these Data Processing Terms reduces Supplier’s obligations under the Holman Terms, in relation to the protection of Holman Personal Information or permits Supplier to Process (or permit the Processing of) Holman Personal Information in a manner which is prohibited by the Holman Terms. For clarity, the obligations under these Data Processing Terms are in addition to the obligations under the Holman Terms and are intended to be additive and provide additional protections for Holman Personal Information. In case of inconsistencies between the provisions of these Data Processing Terms and the Holman Terms, the provisions of these Data Processing Terms control.

17. Changes in Data Protection Laws. If any variation is required to these Data Processing Terms as a result of a change in Data Protection Law, then either party may provide written notice to the other party of that change in law. Supplier shall present for Holman’s review, any adjustments in Supplier’s practices required for compliance with such change.

18. Severability. If any of these Data Processing Terms is held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the remainder of these Data Processing Terms or invalidate or render unenforceable these Data Processing Terms in any other jurisdiction.

19. Meanings. The words “include” or “including”, when used in these Data Processing Terms, mean “include but are not limited to” and “including but not limited to.” These Data Processing Terms may extend to Holman affiliates in Canada, such as ARI Financial Services, Inc., a Canada corporation. Accordingly, the parties hereto agree that these Data Processing Terms and any related documentation be drafted in English only. En conséquence, les parties aux présentes conviennent que les présentes Conditions de Traitement des Donnees et toute documentation connexe soient rédigées en anglais uniquement.

20. Entire Agreement and Conflicts. Absent a Holman Definitive Contract, these Holman Data Processing Terms and the Holman Terms are the entire agreement and understanding of Supplier and its affiliates, on the one hand, and Holman, on the other hand, and such Holman Terms and Holman Data Processing Terms govern the relationship of Supplier and Holman, as to all Services. All conflicting or additional terms in any invoice, confirmation or other writing are expressly superseded and any prior agreement or understanding is expressly superseded.