|
MTDERrvi
<br /> FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR DO NOT ALLOW
<br /> IMPLIED WARRANTIES TO BE EXCLUDED, THE LIMITATION OR EXCLUSION OF
<br /> WARRANTIES, REMEDIES, DAMAGES OR LIABILITY SET FORTH ABOVE ARE
<br /> INTENDED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
<br /> LAW. BUYER MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE,COUNTRY OR
<br /> OTHER JURISDICTION.
<br /> 7. Force Majeure:
<br /> 7.1. Company shall not be liable to Buyer or any other person for any failure or delay in the performance of
<br /> any obligation under this Agreement due to events beyond its reasonable control,including,but not limited to,
<br /> fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, wars, riots and public disorder,
<br /> sabotage, strikes, lockouts, labor disputes, labor shortages,work slowdown, stoppages or delays,shortages or
<br /> failures or delays of energy,materials,supplies or equipment,transportation embargoes or delays,acts of God,
<br /> breakdown in machinery or equipment,and,except as otherwise set forth in this Agreement,acts or regulations
<br /> or priorities of the federal,state or local governments.
<br /> 7.2. Buyer shall not be liable to Company or any other person for any failure or delay in the performance of
<br /> any obligation under this Agreement due to events beyond its reasonable control, including,but not limited to,
<br /> fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, wars, riots and public disorder,
<br /> sabotage,strikes, lockouts, labor disputes, labor shortages, work slowdown, stoppages or delays,shortages or
<br /> failures or delays of energy,materials,supplies or equipment,transportation embargoes or delays,acts of God,
<br /> breakdown in machinery or equipment,and,except as otherwise set forth in this Agreement,acts or regulations
<br /> or priorities of the federal,state or local governments.
<br /> 7.3. When the event operating to excuse performance by either party shall cease, this Agreement shall
<br /> continue in full force until all deliveries have been completed.
<br /> 8. Miscellaneous Terms:
<br /> 8.1. This Agreement shall be governed by and construed in accordance with the law of the State of New
<br /> York,without giving effect to principles of conflict of laws.
<br /> 8.2. Any controversy or claim arising out of or relating to this Agreement, or the negotiation or breach
<br /> thereof,shall be exclusively settled by arbitration in accordance with the International Arbitration Rules of the
<br /> American Arbitration Association ("AAA"). The award shall be final and binding. Judgment upon the award
<br /> rendered by the arbitrator or the arbitrators may be entered in any court having jurisdiction thereof. The
<br /> arbitration shall be held in New York, New York, shall be conducted in the English language, and shall be
<br /> conducted(i)if the amount in dispute is less than two hundred fifty thousand U.S.Dollars($250,000),before a
<br /> single arbitrator mutually agreeable to Company and Buyer,or if no agreement can be reached,then selected by
<br /> the AAA,or(ii)of the amount in dispute is two hundred fifty thousand U.S. Dollars($250,000)or more, before
<br /> three(3)arbitrators.The arbitrator(s)shall make detailed findings of fact and law in writing in support of his,her
<br /> or their decision, and shall award reimbursement of attorney's fees and other costs of arbitration to the
<br /> prevailing party, in such manner as the arbitrator shall deem appropriate. In addition, the losing party shall
<br /> reimburse the prevailing party for reasonable attorneys' fees and disbursements, the costs of the arbitration
<br /> (including but not limited to the fees and expenses of the arbitrator and expert witnesses)and the costs incurred
<br /> by the prevailing party in successfully seeking any preliminary equitable relief or judicially enforcing any
<br /> arbitration award.
<br /> 8.3. If any provision contained in this Agreement is held to be invalid,illegal or unenforceable,such invalid,
<br /> illegal or unenforceable provision shall be severed from the remainder of this Agreement,and the remainder of
<br /> this Agreement shall be enforced.In addition,the invalid,illegal or unenforceable provision shall be deemed to
<br /> be automatically modified,and,as so modified,to be included in this Agreement,such modification being made
<br /> to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the
<br />
|