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<br /> beckerarena.com Page 5
<br />to (1) cancel this and any other Contract with Buyer (without waiving any of Seller's rights to pursue any remedy against Buyer); (2) claim return of any Goods in the
<br />possession of Buyer, the title of which has not passed to Buyer, and enter Buyer’s premises (or the premises of any associate d company or agent where such Goods
<br />are located), without liability for trespass or any alleged damage, to retake possession of such Goods; (3) defer any shipment her eunder; (4) declare forthwith due
<br />and payable all outstanding bills of Buyer under this or any Contract; and/or (5) sell all or part of the undelivered Goods, without notice at pu blic and/or on private
<br />sale, while Buyer shall be responsible for all costs and expenses of such sale and be liable to Seller for any shortfall in t he discharge of the amounts due to Seller.
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<br />9. Independent Delivery. Each delivery of Goods shall (without prejudice to Seller's rights under clause 8
<br />hereinabove) be considered a separate contract and the failure of any delivery shall not vitiate any contract as to deliverie s of other Goods and payment therefore.
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<br />10. Cancellation. Orders manufactured in whole or in part, pursuant to Buyer's specifications, may not be cancelled except with Seller's prior written consent, on
<br />terms which will compensate Seller for any resulting losses.
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<br />11. No‐Assignment. No rights or obligations of Buyer arising out of this Contract may be assigned without the express prior written consent of S eller.
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<br />12. Force Majeure. Should Seller be prevented from effecting deliveries of the Goods or any of them by reason of either an act of god, insurrect ion, riot, war hostilities,
<br />terror attacks, warlike operations, piracy, arrests, restraints or detainments by any competent authori ty, strikes or combinations or lock‐out of workmen, fire, floods,
<br />droughts, earthquakes, permanent or temporary delay or inability to obtain labor, material or services through Seller's usual and regular sources, or any other
<br />circumstances (whether of a nature similar to those specified, or not) beyond the absolute control of the Seller, then, in each such cas es, the obligation of the Seller
<br />to effect deliveries hereunder shall be suspended until after such prevention shall cease to conti nue. Should any deliveries under this Contract be suspended under
<br />this clause for more than 90 days – either party may withdraw from this Contract and be relieved from any liability; provided however, that Buyer shall neverthel ess
<br />accept delivery and pay for such Goods once the Seller is able to deliver in accordance with the period(s) of shipment named in this Contract. Seller shall not be liable
<br />for, and be relieved from, any loss or damages of any kind resulting from the causes mentioned hereinabove.
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<br />13. Advice. Any provisions specified or implied by herein or elsewhere notwithstanding, any advice, recommendation, information, assistan ce or service provided by
<br />Seller in relation to the Goods or in respect of their use or application is given in good faith, shall b e deemed accepted by Buyer without imputation of any liability to
<br />Seller, and it shall be the responsibility of Buyer to confirm the accuracy and reliability of the same in light of the use o f which Buyer makes or intends to make of the
<br />Goods.
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<br />14. Entire Agreement. This Contract merges the entire terms and conditions for sale of the Goods. In the event of any conflict between the terms he rein and any
<br />provisions included in the Approval of Order, the latter shall govern and prevail. Subject to the foregoing, nothing s pecified in, or referred to by, any other document,
<br />record or instrument whatsoever, which relates to and/or which otherwise subsists in connection with the sale of Goods herein , whether expressly or impliedly,
<br />including any written order, request or other standard or specific terms of any entity, shall or may be interpreted to attribute to Seller and/or to Seller's affiliates or
<br />representatives (i) any liability, obligation, commitment and/or undertaking, and/or (ii) any waiver in con nection with or of any right, whether contractual, proprietary,
<br />in‐person am and/or equitable, including but not limited to, any and all intellectual property rights in connection with the Goods, which are and shall always remain
<br />in the Seller's exclusive and complete ownership under all circumstances whatsoever, notwithstanding any sale of Goods hereunder and whether the Goods shall be
<br />standard Goods or manufactured to a specific order. No modification or waiver of any provision hereof shall become valid and effective except upon a written
<br />instrument duly signed beforehand by Seller. No waiver by either party o f any default of the other party shall be deemed a waiver of any subsequent or other default.
<br />If any provision of this Contract becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, o r void, the balance of this Contract shall
<br />continue in full force and effect without the
<br />provision.
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<br />15. Law and Arbitration. This Contract shall be governed by and construed in accordance with the laws of the state of Seller's incorporation. Any disp ute arising out
<br />of or in connection with this Contract shall, if so, determined by the Seller, be finally settled by arbitration in accordance with th e Rules of Conciliation and Arbitration
<br />of the International Chamber of Commerce ("ICC"), as shall be in effect from time to time, and if so determined, the balance of this Section shall apply. The arbitration
<br />shall be held at such location in the state of Seller's incorporation as shall be determined by Seller, in its sole discretio n. The arbitrator shall be mutually appointed by
<br />Seller and Buyer within 21 (twenty‐one) days following a written demand for arbitration by either of the parties. Failing to rea ch an agreement regarding the
<br />nomination of an arbitrator, the head of the relevant ICC national committee (located in the Seller's country of incorporation; and absent such local committee in that
<br />specific country – the ICC UK Committee (www.iccuk.net)) shall appoint an arbitrator at the request of any of the parties, a copy of which reque st for the appointment
<br />of an arbitrator shall be provided by the requesting party to the other party. Awards may be enforced in accordance with the 1958 New York Conventio n and judgment
<br />may be entered upon any award in any court having jurisdiction over the parties and/or their assets. The arbitrator 's fees shall be paid by both parties in equal parts
<br />unless otherwise determined by the arbitrator. This provision shall survive any termination of any of the terms and condition s herein and shall be deemed to constitute
<br />an independent arbitration agreement between Buyer and Seller for all purposes and intents.
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