APPLICABILITY OF TERMS. These terms and conditions have been presented as an integral part of an offer for provision of preventative maintenance services (the “Services”) by Block Imaging Parts & Service, LLC (“Service Provider”) to the Client (“Client”). Acceptance of the offer is EXPRESSLY CONDITIONAL on these terms and conditions, to the exclusion of any different or additional terms.
These terms and conditions, or as modified by the particular terms of the first page of this Preventative Maintenance Agreement “Agreement”, constitute the entire agreement between the parties for the provision of the Services. No course of dealing or usage of trade shall control this transaction. Any purchase order or other confirming document transmitted with an acceptance is for Client’s accounting purposes only, the terms of which are intentionally excluded from this Agreement. Neither Service Provider nor Client has entered into this Agreement in reliance upon any representation, warranty, condition, or undertaking of any other party which is not set out in this Agreement.
NATURE OF THE SERVICES. The Services under this Agreement consist of a number (which is identified on the first page of this Agreement) of annual maintenance routines (which are described on the first page of this Agreement) to be performed by Service Provider on the machine(s) identified on the first page. The Services do not include any diagnostic work, engineering, repairs, parts, labor, or expenses not specifically included on the first page of the Agreement. Any diagnostic work, engineering, repairs, parts, labor, or expenses that Service Provider provides to Client will be billed at the then current time and materials rates and on the then current Time and Materials terms and conditions located at: http://terms.blockimaging.com/pstms858ca.
SCHEDULING. Client is responsible for contacting Service Provider and scheduling all of the Services within the term of the Agreement.
PAYMENT. Client agrees to pay the amount described on the first page of this Agreement. Unless paid in a lump sum, p ayment under this Agreement will be made by automatic Electronic Funds Transfers (EFT’s). To accomplish this, Client will provide their account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided. Credit Card payments may be accepted at the discretion of Service Provider and will be subject to a convenience fee.
TERM. The term of the Agreement is one (1) year, unless otherwise indicated on the first page of this Agreement. The term of this Agreement will automatically renew unless notice of cancellation is provided to the other party.
CLIENT RESPONSIBILITIES. Client acknowledges that Service Provider’s ability to perform under this Agreement is conditioned on Client performing certain responsibilities such as those listed on the first page of this Agreement and: 1) providing safe and secure access to the equipment subject to this Agreement during normal business hours, 2) maintain environmental controls (temperature, humidity, dust, etc.) in the equipment’s location to the manufacturer’s standards, 3) complying with all federal, state and local laws and regulations (including but not limited to obtaining any licenses, permits or other authorizations required to operate the equipment), 4) paying any taxes, interest and penalties incurred in connection with this Agreement (including but not limited to sales and use taxes), and 5) preventing any protected health information on the equipment from improper disclosure under HIPAA.
FORCE MAJEURE. Neither party shall be considered to be in breach of this Agreement to the extent that their performance is prevented due to circumstances beyond its reasonable control (including but not limited to flood, fire, earthquakes or other acts of God, accidents, riots, wars, acts of terrorism, operation of law, government regulations or requirements, strikes, labor difficulties, shortages of fuel, power, materials or supplies, or unavailability of transportation).
RIGHT TO SUBCONTRACT. Service Provider retains the right to subcontract the Services to a qualified vendor. Service Provider remains responsible for the quality of the Services and in the event a subcontractor performs the Services to Client, Client agrees to direct communications about the equipment and the services to Service Provider. Client remains responsible for its obligations under this Agreement in any event.
CANCELLATION. Either party may cancel this Agreement at any time, after providing seven (7) days’ notice to the other party. In the event the Agreement is cancelled other than at the end of a contract year, the Client will be responsible to pay for the Services that have been performed by Service Provider, based on the then current time and materials rates. In the event a credit is owed client on that basis, Service Provider will refund the amount of a credit on receipt of a request from Client. Any credits that are not refunded will remain on Client’s account for future services.
WARRANTY. Service Provider warrants that its Services will be performed in a workmanlike manner and according to current manufacturer specifications for such equipment. CLIENT'S EXCLUSIVE REMEDY, AND SERVICE PROVIDER'S SOLE OBLIGATION, FOR ANY BREACH OF THIS OR ANY OTHER WARRANTY HEREUNDER SHALL BE FOR SERVICE PROVIDER, UPON RECEIPT OF WRITTEN NOTICE, TO USE COMMERCIALLY REASONABLE EFFORTS TO CURE THE BREACH AT ITS OWN EXPENSE, AND FAILING THAT, TO RETURN ANY FEES PAID TO SERVICE PROVIDER FOR THE SERVICES RELATED TO SUCH BREACH.
THE PRECEDING IS SERVICE PROVIDER'S ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING AND PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY WARRANTIES OR GUARANTEES WITH RESPECT TO OUTCOME RESULTING FROM THE SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY), UNDER STATUTE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Service Provider’s limit of liability for ALL claims, demands, lawsuits, arbitrations or other disputes related to this Agreement is equal to amount of the cost of this Agreement actually received by Service Provider.
ASSIGNMENT. Service Provider may transfer or assign its interests and obligations under this Agreement to a third party without the consent of Client. In the event of an assignment, Service Provider shall provide reasonable notice to Client. If Client continues the Agreement with the assignee, Client will release and hold Service Provider harmless from any liability thereafter.
INDEMNIFICATION. Client shall defend, indemnify and hold harmless Service Provider from and against any third party claims, demands, loss, damage or expense relating to or resulting from 1) a breach of any promise, representation or warranty under this Agreement, 2) bodily injury or death or damage to property related to the operation of the equipment subject to this Agreement, and 3) any willful or negligent act or omission of Client.
NOTICES. Any notices required under this Agreement may be effectively transmitted to the other party by: 1) certified mail with return receipt, 2) express delivery from a nationally recognized courier, 3) personal delivery to the office of the other party, and 4) email delivery to an address that has been part of regular communications between the parties.
GENERAL TERMS. The terms of this Agreement relating to Warranty, Limitations of Liability, and Indemnification shall survive any termination or expiration of this Agreement. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
GOVERNING LAW, DISPUTE RESOLUTION. This Agreement shall be construed and governed according to the laws of the State of Michigan. The provisions of any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. Upon notice by either party to the other, all disputes, claims, questions, or differences regarding the Agreement, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by Service Provider: (1) it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this Agreement; (2) the arbitration will be conducted at Service Provider’s main offices in Holt, MI; (3) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (4) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (5) the award of the arbitrator will be enforceable in any court of competent jurisdiction.
For contract effective between July 19, 2016 and May 23, 2017 .
APPLICABILITY OF TERMS. These terms and conditions have been presented as an integral part of an offer for provision of preventative maintenance services (the “Services”) by Block Imaging Parts & Service, LLC (“Service Provider”) to the Client (“Client”). Acceptance of the offer is EXPRESSLY CONDITIONAL on these terms and conditions, to the exclusion of any different or additional terms.
These terms and conditions, or as modified by the particular terms of the first page of this Preventative Maintenance Agreement “Agreement”, constitute the entire agreement between the parties for the provision of the Services. No course of dealing or usage of trade shall control this transaction. Any purchase order or other confirming document transmitted with an acceptance is for Client’s accounting purposes only, the terms of which are intentionally excluded from this Agreement. Neither Service Provider nor Client has entered into this Agreement in reliance upon any representation, warranty, condition, or undertaking of any other party which is not set out in this Agreement.
NATURE OF THE SERVICES. The Services under this Agreement consist of a number (which is identified on the first page of this Agreement) of annual maintenance routines (which are described on the first page of this Agreement) to be performed by Service Provider on the machine(s) identified on the first page. The Services do not include any diagnostic work, engineering, repairs, parts, labor, or expenses not specifically included on the first page of the Agreement. Any diagnostic work, engineering, repairs, parts, labor, or expenses that Service Provider provides to Client will be billed at the then current time and materials rates and on the then current Time and Materials terms and conditions located at: https://www.blockimaging.com/terms/pstms858ca .
PAYMENT . Client agrees to pay the amount described on the first page of this Agreement. Unless paid in a lump sum, p ayment under this Agreement will be made by automatic Electronic Funds Transfers (EFT’s). To accomplish this, Client will provide their account information and authorization on the “Authorization Agreement for Electronic Funds Transfer and Automatic Payments” form which will be provided. Credit Card payments may be accepted at the discretion of Service Provider and will be subject to a convenience fee.
TERM. The term of the Agreement is one (1) year, unless otherwise indicated on the first page of this Agreement. The term of this Agreement will automatically renew unless notice of cancellation is provided to the other party.
CLIENT RESPONSIBILITIES. Client acknowledges that Service Provider’s ability to perform under this Agreement is conditioned on Client performing certain responsibilities such as those listed on the first page of this Agreement and: 1) providing safe and secure access to the equipment subject to this Agreement during normal business hours, 2) maintain environmental controls (temperature, humidity, dust, etc.) in the equipment’s location to the manufacturer’s standards, 3) complying with all federal, state and local laws and regulations (including but not limited to obtaining any licenses, permits or other authorizations required to operate the equipment), 4) paying any taxes, interest and penalties incurred in connection with this Agreement (including but not limited to sales and use taxes), and 5) preventing any protected health information on the equipment from improper disclosure under HIPAA.
FORCE MAJEURE. Neither party shall be considered to be in breach of this Agreement to the extent that their performance is prevented due to circumstances beyond its reasonable control (including but not limited to flood, fire, earthquakes or other acts of God, accidents, riots, wars, acts of terrorism, operation of law, government regulations or requirements, strikes, labor difficulties, shortages of fuel, power, materials or supplies, or unavailability of transportation).
RIGHT TO SUBCONTRACT. Service Provider retains the right to subcontract the Services to a qualified vendor. Service Provider remains responsible for the quality of the Services and in the event a subcontractor performs the Services to Client, Client agrees to direct communications about the equipment and the services to Service Provider. Client remains responsible for its obligations under this Agreement in any event.
CANCELLATION. Either party may cancel this Agreement at any time, after providing seven (7) days’ notice to the other party. In the event the Agreement is cancelled other than at the end of a contract year, the Client will be responsible to pay for the Services that have been performed by Service Provider, based on the then current time and materials rates. In the event a credit is owed client on that basis, Service Provider will refund the amount of a credit on receipt of a request from Client. Any credits that are not refunded will remain on Client’s account for future services.
WARRANTY. Service Provider warrants that its Services will be performed in a workmanlike manner and according to current manufacturer specifications for such equipment. CLIENT'S EXCLUSIVE REMEDY, AND SERVICE PROVIDER'S SOLE OBLIGATION, FOR ANY BREACH OF THIS OR ANY OTHER WARRANTY HEREUNDER SHALL BE FOR SERVICE PROVIDER, UPON RECEIPT OF WRITTEN NOTICE, TO USE COMMERCIALLY REASONABLE EFFORTS TO CURE THE BREACH AT ITS OWN EXPENSE, AND FAILING THAT, TO RETURN ANY FEES PAID TO SERVICE PROVIDER FOR THE SERVICES RELATED TO SUCH BREACH.
THE PRECEDING IS SERVICE PROVIDER'S ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING AND PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY WARRANTIES OR GUARANTEES WITH RESPECT TO OUTCOME RESULTING FROM THE SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY), UNDER STATUTE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Service Provider’s limit of liability for ALL claims, demands, lawsuits, arbitrations or other disputes related to this Agreement is equal to amount of the cost of this Agreement actually received by Service Provider.
INDEMNIFICATION. Client shall defend, indemnify and hold harmless Service Provider from and against any third party claims, demands, loss, damage or expense relating to or resulting from 1) a breach of any promise, representation or warranty under this Agreement, 2) bodily injury or death or damage to property related to the operation of the equipment subject to this Agreement, and 3) any willful or negligent act or omission of Client.
NOTICES. Any notices required under this Agreement may be effectively transmitted to the other party by: 1) certified mail with return receipt, 2) express delivery from a nationally recognized courier, 3) personal delivery to the office of the other party, and 4) email delivery to an address that has been part of regular communications between the parties.
GENERAL TERMS. The terms of this Agreement relating to Warranty, Limitations of Liability, and Indemnification shall survive any termination or expiration of this Agreement. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
GOVERNING LAW, DISPUTE RESOLUTION. This Agreement shall be construed and governed according to the laws of the State of Michigan. The provisions of any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. Upon notice by either party to the other, all disputes, claims, questions, or differences regarding the Agreement, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by Service Provider: (1) it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this Agreement; (2) the arbitration will be conducted at Service Provider’s main offices in Holt, MI; (3) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (4) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (5) the award of the arbitrator will be enforceable in any court of competent jurisdiction.
For contracts effective before July 20, 2016
APPLICABILITY OF TERMS. These terms and conditions have been presented as an integral part of an offer for provision of preventative maintenance services (the “Services”) by Block Imaging Parts & Service, LLC (“Service Provider”) to the Client (“Client”). Acceptance of the offer is EXPRESSLY CONDITIONAL on these terms and conditions, to the exclusion of any different or additional terms.
These terms and conditions, or as modified by the particular terms of the first page of this Preventative Maintenance Agreement “Agreement”, constitute the entire agreement between the parties for the provision of the Services. No course of dealing or usage of trade shall control this transaction. Any purchase order or other confirming document transmitted with an acceptance is for Client’s accounting purposes only, the terms of which are intentionally excluded from this Agreement. Neither Service Provider nor Client has entered into this Agreement in reliance upon any representation, warranty, condition, or undertaking of any other party which is not set out in this Agreement.
NATURE OF THE SERVICES. The Services under this Agreement consist of a number (which is identified on the first page of this Agreement) of annual maintenance routines (which are described on the first page of this Agreement) to be performed by Service Provider on the machine(s) identified on the first page. The Services do not include any diagnostic work, engineering, repairs, parts, labor, or expenses not specifically included on the first page of the Agreement. Any diagnostic work, engineering, repairs, parts, labor, or expenses that Service Provider provides to Client will be billed at the then current time and materials rates and on the then current Time and Materials terms and conditions located at: http://terms.blockimaging.com/pstms858ca .
PAYMENT. Client agrees to pay the amount described on the first page of this Agreement. Service Provider may allow the amount to be paid over the course of a year in the form of automatic monthly payments, on the condition that Client maintains an active and authorized credit card on file with Service Provider with an available credit limit sufficient to make each payment. Client agrees to execute any reasonable documentation Service Provider may require to accept credit card payment.
TERM. The term of the Agreement is one (1) year, unless otherwise indicated on the first page of this Agreement. The term of this Agreement will automatically renew unless notice of cancellation is provided to the other party.
CLIENT RESPONSIBILITIES. Client acknowledges that Service Provider’s ability to perform under this Agreement is conditioned on Client performing certain responsibilities such as those listed on the first page of this Agreement and: 1) providing safe and secure access to the equipment subject to this Agreement during normal business hours, 2) maintain environmental controls (temperature, humidity, dust, etc.) in the equipment’s location to the manufacturer’s standards, 3) complying with all federal, state and local laws and regulations (including but not limited to obtaining any licenses, permits or other authorizations required to operate the equipment), 4) paying any taxes, interest and penalties incurred in connection with this Agreement (including but not limited to sales and use taxes), and 5) preventing any protected health information on the equipment from improper disclosure under HIPAA.
FORCE MAJEURE. Neither party shall be considered to be in breach of this Agreement to the extent that their performance is prevented due to circumstances beyond its reasonable control (including but not limited to flood, fire, earthquakes or other acts of God, accidents, riots, wars, acts of terrorism, operation of law, government regulations or requirements, strikes, labor difficulties, shortages of fuel, power, materials or supplies, or unavailability of transportation).
RIGHT TO SUBCONTRACT. Service Provider retains the right to subcontract the Services to a qualified vendor. Service Provider remains responsible for the quality of the Services and in the event a subcontractor performs the Services to Client, Client agrees to direct communications about the equipment and the services to Service Provider. Client remains responsible for its obligations under this Agreement in any event.
CANCELLATION. Either party may cancel this Agreement at any time, after providing seven (7) days’ notice to the other party. In the event the Agreement is cancelled other than at the end of a contract year, the Client will be responsible to pay for the Services that have been performed by Service Provider, based on the then current time and materials rates. In the event a credit is owed client on that basis, Service Provider will refund the amount of a credit on receipt of a request from Client. Any credits that are not refunded will remain on Client’s account for future services.
WARRANTY. Service Provider warrants that its Services will be performed in a workmanlike manner and according to current manufacturer specifications for such equipment. CLIENT'S EXCLUSIVE REMEDY, AND SERVICE PROVIDER'S SOLE OBLIGATION, FOR ANY BREACH OF THIS OR ANY OTHER WARRANTY HEREUNDER SHALL BE FOR SERVICE PROVIDER, UPON RECEIPT OF WRITTEN NOTICE, TO USE COMMERCIALLY REASONABLE EFFORTS TO CURE THE BREACH AT ITS OWN EXPENSE, AND FAILING THAT, TO RETURN ANY FEES PAID TO SERVICE PROVIDER FOR THE SERVICES RELATED TO SUCH BREACH.
THE PRECEDING IS SERVICE PROVIDER'S ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLES, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING AND PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY WARRANTIES OR GUARANTEES WITH RESPECT TO OUTCOME RESULTING FROM THE SERVICES.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS OR LOST SAVINGS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY), UNDER STATUTE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
INDEMNIFICATION. Client shall defend, indemnify and hold harmless Service Provider from and against any third party claims, demands, loss, damage or expense relating to or resulting from 1) a breach of any promise, representation or warranty under this Agreement, 2) bodily injury or death or damage to property related to the operation of the equipment subject to this Agreement, and 3) any willful or negligent act or omission of Client.
NOTICES. Any notices required under this Agreement may be effectively transmitted to the other party by: 1) certified mail with return receipt, 2) express delivery from a nationally recognized courier, 3) personal delivery to the office of the other party, and 4) email delivery to an address that has been part of regular communications between the parties.
GENERAL TERMS. The terms of this Agreement relating to Warranty, Limitations of Liability, and Indemnification shall survive any termination or expiration of this Agreement. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
GOVERNING LAW, DISPUTE RESOLUTION. This Agreement shall be construed and governed according to the laws of the State of Michigan and the United States of America. The provisions of any conflict-of-laws provisions that would require application of another choice of law, are excluded. In the event of any dispute arising from or relating to the Agreement, the parties hereto shall initially use their best efforts to amicably settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a mutually satisfactory solution. Upon notice by either party to the other, all disputes, claims, questions, or differences regarding the Agreement, or any other matter between the parties, will be finally resolved by binding arbitration, conducted in the English language using a single arbitrator. Unless otherwise agreed by Service Provider: (1) it will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in force as of the date of the request for arbitration, which rules are deemed to be incorporated by reference into this Agreement; (2) the arbitration will be conducted at Seller's main offices; (3) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (4) the arbitrator's award shall include costs, reasonable attorney’s fees and interest to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (5) the award of the arbitrator will be enforceable in any court of competent jurisdiction.
