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16.1. These Terms and the Confirmed Orders shall be governed by <br />and construed in accordance with the laws of the State of Wisconsin <br />without giving effect to any choice or conflict of law provision or rule that would <br />defer to or cause the application of the substantive laws of any jurisdiction other <br />than Wisconsin. The parties hereby expressly exclude the application of the 1980 <br />United Nations Convention on Contracts for the International Sale of Goods. <br />16.2. Any dispute, controversy, or claim arising out of or relating to <br />these Terms and any Confirmed Order, including but not limited to the <br />execution, performance, or termination thereof or to any issue of liability arising <br />out of the performance of these Terms or any Confirmed Order, which the parties <br />have not been able to settle amicably shall be submitted to the exclusive <br />jurisdiction of the state or federal courts with jurisdiction in the County of Calumet, <br />Wisconsin, provided that notwithstanding the foregoing, Seller shall be entitled to <br />seek specific performance and injunctive relief in any court of competent <br />jurisdiction. Each party hereby waives any and all claims, pleas, or defenses <br />(including without limitation a plea for forum non conveniens) that would permit <br />such party to seek the jurisdiction of any courts or arbitration tribunals other than <br />those set forth in the preceding sentence. <br />16.3. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT <br />PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO <br />A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY <br />ARISING OUT OF OR RELATING TO THESE TERMS. <br />16. APPLICABLE LAW AND JURISDICTION <br />4 <br />Order, the provisions of the Confirmed Order will govern and control. Seller may <br />amend or modify these Terms from time to time. Seller may, at its sole discretion, <br />provide Customer with written notice of any such changes, revisions, <br />amendments, or modifications, provided, however that any such changes, <br />revisions, amendments, or modifications shall become effective without any <br />further action by any party and that they shall not apply to any Confirmed Order <br />prior to the effective date of such changes, revisions, amendments, or <br />modifications. <br />provision shall be severed from the remainder of these Terms or such <br />Confirmed Order, and the remainder of these Terms or such Confirmed <br />Order shall be enforced. In addition, the invalid, illegal, or unenforceable provision <br />shall be deemed to be automatically modified, and, as so modified, to be included <br />in these Terms, such modification being made to the minimum extent necessary <br />to render such provision valid, legal,and enforceable. <br />14.2. Seller may assign its rights and/or delegate its liabilities under <br />any Confirmed Order at any time. Customer may not assign its rights <br />or delegate its responsibilities under a Confirmed Order without <br />Seller´s prior written consent. <br />14.3. Seller´s waiver of any breach or violation of these Terms or the <br />provisions of any Confirmed Order by Customer shall not be construed <br />as a waiver of any other present or future breach or breaches by Customer. <br />14.4. The parties hereto are independent contractors and nothing in <br />these Terms will be construed as creating a joint venture, partnership, <br />employment, or agency relationship between the parties. <br />14.5. Notices by a party regarding the exercise of rights and obligations under <br />these Terms must be signed by authorized representatives of such party, and <br />delivered via courier, mail, or e-mail to the other party´s address indicated in the <br />applicable Confirmed Order, providedthat a notice by e-mail shall only be validly <br />given if receipt thereof is acknowledged in writing by the recipient. <br />15. ENTIRE AGREEMENT; CONFLICTS. <br />15.1. These Terms, including the applicable Confirmed Order, constitute the <br />entire and exclusive agreement of the parties regarding thesubject matter hereof <br />and supersede any and all prior or contemporaneous agreements, <br />communications, and understandings (both written and oral) regarding such <br />subject matter. In the event of a conflict between the provisions of these Terms <br />and the provisions of a Confirmed <br />Page 79 of 197