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Warranty and TermsGENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODSDAMAGES. BUYER%u2019S RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IN SECTION 11 (b) IS BUYER%u2019S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT THE REMEDY IN SECTION 10(f) FAILS OF ITS ESSENTIAL PURPOSE.(b) SELLER%u2019S MAXIMUM AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE THEN-CURRENT WHOLESALE PRICE OF THE GOODS SOLD HEREUNDER.12.%u0009 Compliance with Law. In the event that Buyer ships the Goods to, or sells the Goods in, a state or country other than the state specified in the purchaseorder, it is the obligation of the Buyer to make sure that the Goods comply with the applicable laws and regulations of such states or countries with regardto the Goods. In the event that Buyer ships the Goods to a distribution center, it is the obligation of the Buyer to make sure that the Goods comply with theapplicable laws and regulations of each state or country in which the Goods are sold.13.%u0009 Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect uponwritten notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any ofthese Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relatingto bankruptcy, receivership, reorganization or assignment for the benefit of creditors. In addition, Seller may terminate this Agreement if any governmentalauthority imposes antidumping or countervailing duties or any other penalties on Goods.14.%u0009 Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failureto exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. Nosingle or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right,remedy, power or privilege.15.%u0009 Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns,designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosedorally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as %u201cconfidential%u201din connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorizedin advance by Seller in writing. Upon Seller%u2019s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall beentitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer atthe time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.16.%u0009 Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure ordelay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstancesbeyond the reasonable control of Seller including, without limitation, as to Seller and its facilities and products and the facilities, materials and productsof its suppliers, acts of God, flood, fire, earthquake, explosion, orders, directions or actions of any public authority, war, invasion or hostilities (whetherwar is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, laborshortages, strikes or other labor disputes (whether or not relating to either party%u2019s workforce), restraints or delays affecting carriers, inability or delay inobtaining supplies of adequate or suitable materials, components or services, telecommunication breakdown or power outage, shortage or failure (all suchcircumstances collectively, %u201cForce Majeure Events%u201d). Seller may terminate this Agreement with immediate effect in case of any Force Majeure Event,which continues for 5 days or more. During any such delay or failure to perform by Seller, Seller%u2019s obligations under these Terms shall be suspended andSeller will not have any obligation to provide Buyer with the products or goods from other sources or to pay or reimburse Buyer for any additional costs toBuyer of obtaining substitute products or goods. Seller may, during any period of shortage due to any of the above circumstances, allocate its availablesupply of products or goods among its customers in any manner that it deems fair and reasonable in its sole discretion.17.%u0009 Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller.Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligationsunder this Agreement.18.%u0009 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall beconstrued as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, andneither party shall have authority to contract for or bind the other party in any manner whatsoever.19.%u0009 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns andnothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any naturewhatsoever under or by reason of these Terms.20.%u0009 Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Stateof Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than those of the State of Georgia. The United Nations Convention on Contracts for the InternationalSale of Goods (CISG) shall not apply to this Agreement.21.%u0009 Arbitration. The Parties agree that any dispute, claim, or controversy arising out of, connected with, or related to this Agreement (%u201cDispute%u201d), or thedealings between the Parties occurring at any time (including before the inception of or after termination of this Agreement), including without limitationany Dispute arising out of, connected with, or related to (i) the creation, existence, scope, validity, effect, interpretation, performance or non-performance,or termination of, or the legal relationships established by, this Agreement, or the consequences of its supposed nullity; (ii) any non-contractual rights orobligations arising out of, connected with, or related to this Agreement; and (iii) the relationship between the Parties created by this Agreement and anydealings between the Parties related to the subject matter of the transactions contemplated by this Agreement; all regardless of whether such Dispute may becharacterized as sounding in contract, tort, breach of duty, fraud (including fraudulent inducement to enter into or fraud in the inception of this Agreement),or any other common law or statutory law or equitable principle or doctrine and regardless of the relief sought (even if such relief includes rescission of thisAgreement) shall be finally and conclusively resolved by binding arbitration. Such arbitration will be conducted by one arbitrator in the English languagein the city of Atlanta, Georgia, under the administration of the American Arbitration Association (%u201cAAA%u201d) in accordance with the laws of the State ofGeorgia and the AAA%u2019s Commercial Arbitration Rules and Mediation Procedures (collectively, the %u201cRules%u201d). The Parties to the arbitration shall facilitate thearbitration by: (i) conducting arbitration hearings to the greatest extent possible on successive days; and (ii) observing strictly the periods established bythe Rules or by the arbitrator for the submission of evidence or briefs. Any award rendered by the arbitrator shall be final and binding upon each Party tothe arbitration and judgment on the award may be entered in any court of competent jurisdiction. The arbitration award may be enforced by any court ofcompetent jurisdiction through injunctive or other equitable relief, as well as all relief and process available at law. The arbitrator may issue interim awards,interlocutory, provisional or partial relief, including temporary restraining orders, preliminary injunctions, orders to compel discovery, orders of attachment,