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
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