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<br />the Products.
<br />20. FORCE MAJEURE. Neither Seller nor Buyer
<br />shall be in breach of contract nor liable to the other party
<br />for any delay or damages if prevented from performance
<br />of these Terms and the Agreement (other than the
<br />payment of money) by any condition of force majeure
<br />which is beyond the control and not caused by the
<br />negligence of the party so affected (“Force Majeure”).
<br />Force Majeure includes, but shall not be limited to,
<br />earthquakes, floods, hurricanes, named tropical storms,
<br />lightning strikes, ice storms, blizzards, icebergs, pack
<br />ice, air and sea disasters, explosions and fire,
<br />epidemics, acts of God, acts of public enemy, war,
<br />terrorism, national emergency, invasion, insurrection,
<br />riot, strike, lockout, blockade or other industrial
<br />disputes, any laws, rules, regulations, orders, directives or
<br />requirements of or interference by any government or
<br />government agency (including any thereof or any affecting
<br />foreign exchange or otherwise making the terms of sale
<br />materially impractical on the basis of the economics relating
<br />to the agreed sale price or of illegality), inability or delay
<br />in obtaining supplies of adequate or suitable materials,
<br />power outage or other circumstances not within the
<br />control of the party and which, by the exercise of
<br />reasonable diligence, the party is unable to prevent or
<br />remedy, whether similar or dissimilar, foreseen or
<br />unforeseen. Seller shall have such additional time as
<br />may be reasonably necessary to perform its obligations
<br />upon the occurrence of any Force Majeure event.
<br />21. ASSIGNMENT. Buyer shall not assign any of
<br />its rights or delegate any of its obligations under this
<br />Agreement without the prior written consent of Seller.
<br />Any purported assignment or delegation in violation of
<br />this Section is null and void. No assignment or delegation
<br />relieves Buyer of any of its obligations under this
<br />Agreement.
<br />22. AMENDMENT AND MODIFICATION.
<br />These Terms may only be amended or modified in a
<br />writing which specifically states that it amends these
<br />Terms and is signed by an authorized representative of
<br />each of Seller and Buyer.
<br />23. RELATIONSHIP OF THE PARTIES. The
<br />relationship between the parties is that of independent
<br />contractors. Nothing contained in these Terms or the
<br />Agreement shall be construed as creating any agency,
<br />partnership, joint venture or other form of joint
<br />enterprise, employment or fiduciary relationship
<br />between Seller and Buyer, and neither party shall
<br />have authority to contract for or bind the other party in
<br />any manner whatsoever.
<br />24. NO THIRD-PARTY BENEFICIARIES. These
<br />Terms and the Agreement are for the sole benefit of the
<br />Seller and Buyer and their respective successors and
<br />permitted assigns, and nothing herein, express or implied,
<br />is intended to or shall confer upon any other person or
<br />entity any legal or equitable right, benefit or remedy of
<br />any nature whatsoever under or by reason of these
<br />Terms.
<br />25. GOVERNING LAW / JURISDICTION / JURY
<br />WAIVER. THESE TERMS, THE AGREEMENT AND
<br />THE RELATIONS BETWEEN THE PARTIES SHALL BE
<br />GOVERNED BY THE PROCEDURAL AND
<br />SUBSTANTIVE LAWS OF THE STATE OF TEXAS,
<br />EXCLUSIVE OF CONFLICT OF LAWS PRINCIPLES
<br />WHICH WOULD DIRECT THE APPLICATION OF THE
<br />SUBSTANTIVE OR PROCEDURAL LAW OF ANOTHER
<br />JURISDICTION. IN THE EVENT TEXAS LAW IS RULED
<br />OR ORDERED TO NOT APPLY TO ANY DISPUTE
<br />BETWEEN THE PARTIES, THEN FOR PURPOSES OF
<br />THAT DISPUTE THESE TERMS, THE AGREEMENT
<br />AND THE RELATIONS BETWEEN THE PARTIES
<br />SHALL BE GOVERNED BY THE LAWS OF THE
<br />JURISDICTION IN WHICH BRAY’S FACTORY
<br />APPLICABLE TO THE SALE IS LOCATED,
<br />EXCLUSIVE OF CONFLICT OF LAWS PRINCIPLES
<br />WHICH WOULD DIRECT THE APPLICATION OF THE
<br />SUBSTANTIVE OR PROCEDUAL LAW OF ANOTHER
<br />JURISDICTION.
<br />IF BRAY’S FACTORY APPLICABLE TO THE SALE IS
<br />LOCATED IN ANY STATE, TERRITORY, OR DISTRICT
<br />OF THE UNITED STATES OF AMERICA, EACH
<br />PARTY: (A) IRREVOCABLY SUBMITS TO THE
<br />JURISDICTION AND VENUE OF THE COURTS
<br />LOCATED IN HARRIS COUNTY, TEXAS FOR THE
<br />RESOLUTION OF ANY AND ALL DISPUTES ARISING
<br />FROM OR RELATING TO THESE TERMS, THE
<br />AGREEMENT AND THE RELATIONS BETWEEN THE
<br />PARTIES; AND (B) KNOWINGLY AND
<br />VOLUNTARILY WAIVES ALL RIGHTS TO A JURY
<br />TRIAL IN ANY LEGAL PROCEEDING RELATING
<br />TO THESE TERMS, THE AGREEMENT AND THE
<br />RELATIONS BETWEEN THE PARTIES.
<br />IF BRAY’S FACTORY APPLICABLE TO THE SALE IS
<br />NOT LOCATED IN ANY STATE, TERRITORY, OR
<br />DISTRICT OF THE UNITED STATES OF AMERICA,
<br />EACH PARTY AGREES ALL DISPUTES ARISING OUT
<br />OF OR IN CONNECTION WITH THIS AGREEMENT
<br />OR THE ORDER(S) SHALL BE FINALLY SETTLED,
<br />SUBJECT TO THE DEFENSES ALLOWED BY
<br />APPLICABLE LAW, UNDER THE RULES OF
<br />ARBITRATION OF THE INTERNATIONAL CHAMBER
<br />OF COMMERCE BY A SINGLE ARBITRATOR
<br />APPOINTED IN ACCORDANCE WITH THE SAID
<br />RULES. THE ARBITRATION SHALL BE CONDUCTED
<br />IN ENGLISH WITHIN THE LIMITS OF THE CITY OF
<br />HOUSTON, TEXAS. THE ARBITRATOR MUST MEET
<br />EACH OF THE FOLLOWING QUALIFICATIONS IN
<br />ORDER TO BE APPOINTED: (1) BE A GRADUATE OF
<br />A LAW SCHOOL LOCATED IN THE UNITED STATES;
<br />(2) HAVE MORE THAN TWENTY YEARS OF
<br />EXPERIENCE IN LITIGATING AND/OR ARBITRATING
<br />COMPLEX COMMERCIAL DISPUTES; (3) BE
<br />LICENSED TO PRACTICE LAW IN THE STATE OF
<br />TEXAS; AND (4) BE IMPARTIAL. THE ARBITRATOR
<br />WILL HAVE THE AUTHORITY TO APPORTION
<br />LIABILITY BETWEEN THE PARTIES, BUT WILL
<br />NOT HAVE THE AUTHORITY TO AWARD ANY
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