COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes any and all statements, descriptions of services, course of dealing, or usage of trade previously existing between the parties with respect to such subject matter. Any acceptance of this Agreement is expressly limited to the terms of this Agreement. After the contract is formed, it may only be modified in writing, which shall be signed and dated by Seller's and Buyer's authorized representatives. Buyer hereto has not 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.
BUYER’S REPRESENTATIONS. Buyer has physically removed all infectious agents i.e.: blood, urine, syringes and/or other contaminants from equipment and the area the Services are to be performed, eliminating the potential of exposure to personnel pursuant to OSHA Reg.#29 CFR 1910.1030. Buyer will provide clear access and egress to the facility allowing Seller to perform the Services and furthermore agrees to pay any costs incurred or required to provide access or egress needed to perform the Services, including but not limited to, engineering assessments, wall/door removal, roof hatch removal, elevator capacity, floor shoring, floor repairs, grounds repairs, landscaping, and associated costs,. Buyer will have completed any of Buyer’s Responsibilities before Seller arrives at the facility and agrees to pay any costs incurred for any delay not caused by Seller.
DEFUALT. Seller reserves the right to cease its performance if Buyer fails or refuses to perform its Responsibilities under this Agreement or if Seller determines any of Buyer’s Representations to be untrue. Upon default of the Payment Terms, Seller may commence collection activities for all sums due or to become due hereunder, all at Customer’s expense, including but not limited to costs and expenses of collection, collection agency fees, and reasonable attorneys’ fees. Seller may pursue any other remedies permitted by law. In the event of a default in Buyer’s performance, Seller shall have the option to cancel this Agreement, retaining any amounts of the Total Order Value paid as liquidated damages to compensate Seller for its anticipated lost profit from the Agreement.
DISCLAIMER OF WARRANTIES. Unless otherwise stated in this Agreement, these Services are sold "AS IS," with no warranties and with all faults, obvious and latent, that may be discovered before or after Buyer's purchase. SERVICES ARE SOLD AND RENDERED WITH NO EXPRESS OR IMPLIED WARRANTIES.
LIMITATIONS OF LIABILITY. In no event, shall Seller be liable for any special, consequential, incidental or penal damages including, but not limited to loss of profit or revenue, loss of use of the products, or any associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, down time cost, or claims of Buyer or Buyer's customer for such damages, EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF AFOREMENTIONED DAMAGES. In no event shall Seller's liability to Buyer for any loss or damage arising out of, or resulting from this Agreement, or from its performance or breach, or from the Equipment or Services furnished hereunder, exceed the Purchase Price of the specific Service which gives rise to the claim. If Seller furnished Buyer with advice or other assistance which concerns any Service supplied hereunder, which is not required pursuant to this Agreement, the furnishing of such advice or assistance will not subject Seller to any liability, whether in contract, warranty, tort (including negligence and strict liability) or otherwise. The parties agree that any claim, lawsuit, or arbitral proceeding relating to the Agreement must be commenced no more than six (6) months after the earlier to occur of: (1) Service provided to Buyer substantially conforming to the Agreement; or (2) the accrual of the cause of action that is the subject of the proceeding. Each of the parties waives any statute of limitations to the contrary. Buyer will indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, judgments, settlements, losses, damages, penalties, obligations, and expenses, including attorneys' fees, incurred by Seller, arising out of any loss, damage or injury that occurs from the subsequent use or operation of the Equipment.
GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION. The Agreement shall be construed and governed according to the laws of the State of Michigan and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and 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 Seller: (1) if the arbitration involves only United States parties, 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 clause; (2) if the arbitration involves any parties not domiciled in the United States, it will be conducted under the International 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 clause; (3) the arbitration will be conducted at Seller's main offices in Holt, Michigan; (4) the arbitrator will be selected from a list using the recommended selection method under the rules applicable to the arbitration proceeding; (5) the arbitrator may award attorneys' fees and costs to the substantially prevailing party, but in no event will any party be awarded penal, punitive or exemplary damages; and (6) the award of the arbitrator will be enforceable in any court of competent jurisdiction.
