1. Applicability. These Terms & Conditions (“Terms”) are incorporated by reference into every quotation, proposal, acknowledgement, or invoice (collectively, “Sales Documents”) issued by Churchill Technologies, LLC and/or its applicable affiliate(s) named thereon (“Seller”) to the buyer and/or its applicable affiliate(s) named thereon (“Buyer”). Seller’s quotation or proposal constitutes an offer or counteroffer by Seller to sell the goods, including all hardware, firmware, software, and/or services described therein (“Goods”) to Buyer, subject exclusively in all respects to, and strictly in accordance with, these Terms and the Sales Documents (collectively, the “Agreement”), and this Agreement is the only terms and conditions that govern and apply to any sale of Goods by Seller to Buyer. If Buyer has not otherwise agreed to these Terms, then any of the following acts by Buyer shall constitute Buyer’s acceptance of these Terms in their entirety: (i) issuing a purchase order, release, or other similar document for Goods on the same or substantially similar terms as reflected on the face of the quotation; (ii) Buyer’s payment of any amounts due under this Agreement; (iii) Buyer’s acceptance of delivery of the Goods; or (iv) any other event
constituting acceptance under applicable law.
2. Amendments. The parties agree that no agreement or understanding to modify this Agreement shall be binding upon Seller unless in writing and signed by Seller’s authorized representative.
3. Changes. Seller shall have the right to make design or engineering changes in the Goods, processes, and methods of manufacture, but Seller will not, without Buyer’s prior approval, make any changes in Specifications (as defined in Section 14). Buyer may request in writing that Seller make a change to an order. Seller is not required to accept any changes; however, Seller will review such requests and the parties will negotiate in good faith any appropriate adjustments to the time for performance, equitable price adjustment for Seller’s increased costs, and amount of reimbursement by Buyer for the costs of any finished Goods, raw materials, supplies, tooling, dies, jigs, and other equipment, or any other costs or appropriate
adjustments resulting from the requested changes. Such agreement shall be set forth in writing, signed by both parties and incorporated as an amendment to this Agreement; provided that, regardless of the existence of such amendment, if Seller accepts changes from Buyer, Seller shall be entitled to additional compensation in the amount of Seller’s additional costs plus profit margin. In the event that Buyer or any of those under its control causes a delay or other increased costs to Seller, then Seller shall be entitled to additional compensation in the amount specified in good faith by Seller, which amount shall not be less than Seller’s additional costs plus profit margin. Typographical, clerical or calculation errors in Sales Documents are subject to correction.
4. Quantity. The specific quantity ordered will be delivered in full. Any greater quantity is subject to Buyer’s rejection and return. Notwithstanding the foregoing, any claim by Buyer that Seller failed to deliver the agreed-upon quantity of Goods must be submitted to Seller in writing within ten (10) days after Buyer receives the Goods, and failure to do so shall result in the conclusive presumption that the proper quantity was delivered.
5. Blanket Purchase Orders. Seller will accept blanket purchase orders providing that: (i) Buyer accepts delivery of the Goods in no less than four (4) equal installments delivered every three (3) months over a twelve (12) month term from date of purchase order; and (ii) such purchase orders are valid for twelve (12) months only. Alternate blanket purchase order terms are subject to Seller’s prior written agreement.
6. Cancellation. Orders are non-cancellable and non-refundable. Buyer shall not be permitted to cancel any order without Seller’s prior written consent. In the event of any cancellation of an order by Buyer, Buyer shall pay to Seller its reasonable costs and expenses, plus Seller’s usual profit margin for similar work.
7. Prices. Buyer’s purchase order will be filled at the price quoted to Buyer and referenced to Seller’s quote number on the purchase order. Price quotations for the Goods shall remain valid only for the period of time specified in the quotation, and after such period (or if no time period is specified), prices are subject to change without notice, and Seller shall invoice Buyer for Goods based on prices in effect at the time of shipment or performance. Nothing herein shall be construed to indicate that prices are fixed or constant.
8. Taxes. Unless Seller has otherwise agreed in writing, Seller’s price for the Goods does not include any general or special taxes, duties, or penalties or other governmental charges fixed or imposed by any lawful authority upon the production, sale, shipment, or delivery of the Goods, including any sales, value-added, excise, use or other taxes, tariffs, customs, duties or other governmental charges or fees (collectively, “Taxes”) applicable to the Goods. Buyer shall be responsible for payment for all such Taxes. Further, if new or increased Taxes are enacted or imposed that increase Seller’s cost (including without limitation new or increased Taxes on components, equipment, or other items that Seller purchases or imports) and if Seller’s sales price to Buyer for the Goods did not include such new or increased Taxes, then Seller may increase the sales price to include the amounts of new or increased Taxes, as applicable, for such Goods by passing through to Buyer the new or increased Taxes. The increased sales price for the Goods will take effect upon Seller’s notice to Buyer.
9. Payment. Unless otherwise agreed or specified by Seller, payment terms to Seller are as follows: (i) Buyer shall provide a deposit in the amount specified by Seller; and (ii) payment in full of the price for the Goods shall be due 30 days from invoice date. If at any time Seller determines in good faith that Buyer’s financial condition does not justify extending credit, or if Buyer at any time fails to pay an invoice on a timely basis or otherwise defaults on any indebtedness or obligation to Seller, then Seller may require (a) immediate payment of all existing amounts owing to Seller; and (b) immediate payment in advance for all future shipments of Goods. Any invoice or other obligation that is not paid when due shall accrue a finance charge of 1.5% per month or the maximum amount permitted by law, whichever is less. Buyer shall notify Seller in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the date of such invoice. Buyer will be deemed to have waived all rights to dispute any invoice for which Seller does not receive timely notification of dispute and shall timely pay all undisputed amounts. The parties shall seek to resolve any invoicing disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Buyer shall continue performing its obligations during any such dispute, including Buyer’s obligation to timely pay all due and undisputed invoice amounts. Buyer may not offset or recoup any claim against amounts due Seller. Unless otherwise specified by Seller, all payments shall be made in U.S. Dollars. Buyer shall reimburse Seller for all collection expenses, including reasonable attorneys’ fees and court costs, incurred by Seller in collecting any sums owed by Buyer. If Buyer does not pay Seller any amount due under this Agreement or if Buyer defaults in its performance of this Agreement, Seller may, without liability and without prejudice to Seller’s other lawful remedies, suspend or discontinue any future orders until Buyer pays all overdue amounts in full or otherwise cures its default.
10. Security Interest. Buyer represents and warrants that Buyer is and will be solvent during the Agreement term. Such representation is deemed made at each time that Buyer orders Goods and at each time that Goods are delivered or provided. To secure payment of all amounts due or that may become due in the future from Buyer to Seller, Buyer hereby grants to Seller, for Seller’s benefit and to secure the payment and performance of all of Buyer’s obligations hereunder, a continuing security interest in all of Buyer’s right, title and interest in, to and under all of Buyer’s assets, including, without limitation, all Goods provided hereunder, whether now owned or hereafter acquired by Buyer and wherever located, as well as Buyer’s equipment, fixtures, inventory, accounts, contract rights, chattel paper, instruments, investment property, general intangibles, letters of credit, and deposit accounts, now or hereafter acquired, together with all proceeds of the foregoing (collectively, the “Collateral”). Buyer hereby authorizes Seller to file or record financing or continuation statements, and amendments thereto, and other filing or recording documents or instruments with respect to the Collateral, without the signature of Buyer, in such form and in such offices as Seller reasonably determines appropriate to perfect or maintain the perfection of the security interests of Seller under this Agreement. Any financing statement filed by Seller may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Buyer’s Collateral (a) as “all assets” or “all personal property” of Buyer or words of similar effect; or (b) by any other description that reasonably approximates the description contained in this Agreement; and (ii) provide any other information required by Part 5 of Article 9 of the UCC, including organizational information and, as applicable, a sufficient description of real property to which the Collateral relates. Buyer agrees to furnish any such information required by this Section to Seller promptly upon request. Buyer also ratifies its authorization for Seller to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
11. Delivery. Unless otherwise agreed by Seller in writing, all sales of Goods are Ex Works Seller’s facility listed on the quotation or purchase order (Incoterms 2020). Title and the risk of loss or other damage to Goods shall pass to Buyer upon delivery of the Goods as determined by the applicable Incoterm. Unless Buyer specifies shipping instructions, shipment and delivery will be made by the carrier and in the manner designated by Seller. Shipping, delivery, and performance dates are estimates only, and time is not of the essence for Seller’s obligations. Seller will use commercially reasonable efforts to meet the delivery
schedule requested by Buyer on the purchase order; however, Seller does not guaranty any delivery dates. The availabilities of materials at the time of purchase order will impact the specific delivery schedule. Seller may deliver all ordered Goods at one time or in installments from time to time. Goods shall be packaged and shipped as specified in the quotation or, in the absence of such specifications, in accordance with sound commercial practice. Any claim by Buyer that any of the Goods are damaged must be submitted to Seller in writing within ten (10) days after Buyer receives the Goods. If Buyer fails to do so, then it shall be conclusively presumed that the Goods were not damaged due to any fault of Seller.
12. Force Majeure: Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or
breached the Agreement, for any failure or delay in fulfilling or performing its obligations when such failure
or delay is, at least in part, directly or indirectly caused by or the result of acts or circumstances beyond the
reasonable control of Seller, including without limitation acts of God, flood, fire, earthquake, explosion, foreign or domestic governmental actions, regulations or orders (whether or not later determined invalid), war, invasion or hostilities (whether war is declared), terrorist threats or acts, riot, civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, disease or other public health emergency (including government-mandated quarantine and travel restrictions), lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, issues with direct suppliers, telecommunication disruptions or failures, tooling or other equipment breakdown (or any repair, maintenance or rehabilitation thereof), shortage of fuel or other utilities, supplies, infrastructure, or transportation, or other similar or dissimilar events beyond the reasonable control of Seller. For avoidance of doubt, to the extent that any such failure or delay causes Seller to reduce or suspend its production, deliveries, or performance, the time for Seller’s performance shall be automatically extended for so long as required for Seller to remove or otherwise overcome such failure or delay.
13. Documentation. “Product Documentation” means manuals and other product instructions necessary to use the Goods. Product Documentation does not include drawings, specifications, source code, bill-of- materials, or other details required to manufacture the Goods. Product Documentation will be made available to Buyer in written or electronic form and delivered via ground transportation or the internet. On recurring and blanket purchases, Product Documentation may only be delivered on the initial shipment.
14. Custom Orders. With respect to customized orders, Buyer shall provide to Seller correct and complete technical requirements and detailed specifications for Seller to carry out the design, development, and delivery of the Goods (the “Specifications”). If Buyer fails to provide any Specifications, Seller, at its option, may provide any missing Specifications necessary, in Seller’s sole discretion, to satisfy engineering requirements. Buyer shall be solely responsible for all Specifications. Seller makes no representations or warranties, express or implied, and disclaims all liability, with respect to the Specifications (including missing Specifications provided by Seller) or the design, product, hardware, or software resulting from the
Specifications.
15. Property Rights. Unless otherwise agreed to in writing, all property, including but not limited to tools,
equipment, and materials furnished or made available by or on behalf of Seller to Buyer for evaluation, testing, or convenience shall be and remain the property of Seller. Buyer shall not use such property except in connection with its performance under this Agreement or as authorized in writing by Seller. Such property, while in Buyer possession or control, shall be kept in good condition, held at Buyer’s risk, and kept insured by Buyer, at its expense, in an amount equal to the replacement cost with loss payable to Seller. As and when directed by Seller, Buyer shall disclose the location of such property, prepare it for shipment, and ship it to Seller in as good condition as originally received by Buyer, reasonable wear and tear excepted. All tooling, dies, jigs, and other equipment (including any special tooling) required to produce Goods shall remain Seller’s property unless otherwise agreed in writing. Buyer retains ownership in all Intellectual Property Rights (defined below) and other rights in and to: any Specifications and any other intellectual property in existence prior to this Agreement or independently developed by Buyer without use of Seller’s confidential information or intellectual property as well as to any software that Buyer provides to Seller for integration into Goods. Seller retains sole ownership of all Intellectual Property Rights in: the Goods, including those prepared according to the Specifications; any customizations, enhancements, modifications, improvements, derivations, extensions, links, and other changes to any Specifications resulting from the joint effort or collaboration of the parties or created solely by Seller; any software created by Seller to interface with or operate in conjunction with any Goods; and any other intellectual property in existence prior to this Agreement or independently developed by Seller without use of Buyer’s confidential information or intellectual property. Each party acknowledges and agrees that: (i) any and all of the other party’s Intellectual Property Rights are the sole and exclusive property of such party or its licensors; (ii) neither party shall acquire any ownership interest or any other rights in or to any of the other party’s Intellectual Property Rights under the Agreement or otherwise, except for the limited licenses described in this Agreement; and (iii) each party shall use the other party’s Intellectual Property Rights solely for purposes described in this Agreement and only in accordance with the instructions provided by the other party, if any. Buyer is hereby granted a limited, revocable, non-exclusive, non-transferrable license to use the Goods, including as necessary to incorporate the Goods into Buyer’s processes, goods and services. Seller is hereby granted a limited, revocable, non-exclusive, non-transferrable license to use Buyer’s intellectual property to manufacture the Goods and otherwise doing business with Buyer pursuant to this Agreement. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: patents; trademarks; copyrights, works of authorship, expressions, designs and design registrations, whether or not copyrightable; trade secrets; design rights; and all industrial and other intellectual property rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing.
16. Software License. All firmware and software provided by Seller to Buyer in connection with the Goods,
including any customized software provided by Seller to Buyer, is licensed to Buyer subject to the “Software License Agreement” available on Seller’s website. For clarity, all firmware and software provided by Seller to Buyer in connection with the Goods, including any customized software provided by Seller to Buyer, shall be treated as “Software” under the Software License Agreement, and ownership of the Software remains with Seller.
17. Confidentiality. Buyer, its employees, agents, and affiliates shall keep confidential and not disclose to third parties any non-public, confidential, or proprietary information of Seller, including drawings, specifications, documents, data, manufacturing processes and methods, business operations, customer and supplier lists, pricing, discounts, and rebates, whether disclosed orally or in written, electronic, or other form or media, or accessed, observed or otherwise learned, and whether or not identified as “confidential,” and Buyer shall not use this information except solely for the purpose of doing business with Seller pursuant to this Agreement or as otherwise permitted in writing by Seller. The foregoing obligations shall not apply to information that Buyer can demonstrate is or becomes publicly available through no breach of Buyer’s obligations under this Agreement or to the extent Buyer is required to disclose such information under applicable law or valid court order, provided that Buyer gives Seller prompt written notice of such requirement and reasonably cooperates with Seller in limiting such disclosure, and provided further that Buyer will disclose only that portion of the confidential information that Buyer is legally required to disclose and makes reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such information. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller and promptly and securely destroy (with written certification thereof) any compositions, summaries or other embodiments thereof. Seller shall be entitled to injunctive relief for any violation of this Section. Buyer’s obligations under this Section shall survive any expiration or termination of the Agreement.
18. Compliance & Safety. Buyer shall be solely responsible for obtaining all applicable certifications and
complying with all applicable federal, state, and local laws, orders, rules, and regulations with respect to the Goods. Each party acknowledges and agrees that the Goods are subject to export controls imposed by the U.S. government under various federal laws. Buyer is responsible for compliance with all applicable U.S. export and international trade control laws, including the U.S. Department of Commerce’s Export Administration Regulations (EAR), the U.S. Department of State’s International Traffic in Arms Regulations (ITAR), and all economic and trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Seller is not responsible for obtaining any permit, inspection, or license that is required for installation or operation of the Goods. To the extent applicable, it shall be Buyer’s sole responsibility (i) for obtaining all permits, authorizations or approvals necessary to install the Goods, and (ii) to have the Goods installed by a licensed contractor. Buyer acknowledges and agrees that any services provided by Seller are rendered as a manufacturer of goods and, although Seller may provide drawings, plans, specifications, or information to Buyer in connection with the design, engineering, and/or installation of the Goods, Seller does so solely in a consultant capacity knowledgeable about the manufacturer of the Goods. Buyer shall install and operate the Goods properly and according to Seller’s instructions and shall not remove or change any safety device, warning, or operating instructions that Seller placed on the Goods.
19. Limited Warranty. Seller warrants to Buyer that the Goods manufactured solely by Seller will be free from material defects in material and workmanship under normal and intended use, conditions, and service for a period of one (1) year from the delivery date of such Goods. Goods shall not be defective to the extent that they conform to Specifications, or other specifications, drawings, samples, testing results, layouts, or manufacturing methods that have been provided or approved by Buyer. The warranty does not apply in cases of damage in transit, negligence, abuse, abnormal usage, misuse, altered Goods, failure to follow Seller’s instructions, or improper storage. Upon prompt written notice by Buyer to Seller during the warranty period of any breach of the foregoing warranty and confirmation by Seller that such Goods are defective and covered by such warranty, Seller’s shall, at its option, (i) replace without charge, Ex Works Seller’s facility, such Goods; or (ii) credit Buyer for the purchase price paid for such Goods. This warranty covers only pre-authorized repair, replacement, or credit of defective Goods at Seller’s main facility and does not include the cost of inspection, removal, or delivery. Seller may require the return of the allegedly defective item to Seller, freight prepaid, and proof that the allegedly defective item was not subject to misuse, abuse,
or other conditions that would void the foregoing warranty. If Seller determines that the item in question is not defective, such item may be returned to Buyer at Buyer’s expense. Any oral or written description of the Goods, including in any Sales Document, is for the sole purpose of identifying the Goods and shall not be construed as an express warranty. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY DAMAGES, COSTS, OR EXPENSES ARISING AS A RESULT OF, OR OTHERWISE RELATING TO, ANY VOLUNTARY OR INVOLUNTARY RECALL, CUSTOMER SATISFACTION, OR OTHER SERVICE CAMPAIGN OR SIMILAR ACTION. CONFORMANCE OF THE GOODS TO BUYER’S WRITTEN SPECIFICATIONS IS AN ABSOLUTE DEFENSE TO ANY SELLER LIABILITY. SELLER MAKES NO WARRANTY AS TO THE SOFTWARE, INCLUDING SECURITY OF THE SOFTWARE, OR THAT THE
USE OF SUCH SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE REMEDIES SET FORTH IN THIS SECTION (A) SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY TO THE EXCLUSION OF ANY OTHER REMEDIES AND (B) SET FORTH SELLER’S ENTIRE LIABILITY FOR ANY
BREACH OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN. BUYER AGREES THAT THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE GOODS (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT), AND SELLER HEREBY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES.
20. Limited Liability. PRIOR TO USING THE GOODS, BUYER SHALL DETERMINE THE SUITABILITY OF THE GOODS FOR THE INTENDED USE, AND BUYER ASSUMES ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY:
INCIDENTAL, INDIRECT, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR OTHER SIMILAR DAMAGES; LOSS OF PROFITS, REVENUE OR GOODWILL; BUSINESS INTERRUPTION; PLANT OR LINE SHUTDOWNS, STOPPAGES OR SLOWDOWNS; LOST OR DAMAGED DATA; OR ANY DAMAGE, LOSS, OR DESTRUCTION TO REAL PROPERTY OR PERSONAL PROPERTY CAUSED OR ALLEGEDLY CAUSED BY THE GOODS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ANY EVENT, SELLER’S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT AND ANY PURCHASE ORDERS HEREUNDER SHALL BE LIMITED TO THE MONIES PAID BY BUYER TO SELLER FOR THE SPECIFIC GOOD(S) PURCHASED PURSUANT TO THIS AGREEMENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF ANY THEORY OF RECOVERY BY BUYER, INCLUDING CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE, AND SELLER SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT, OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE GOODS OR SELLER’S ACTS, OMISSIONS, OR OTHERWISE.
21. Indemnification. To the fullest extent permitted by applicable law, Buyer shall indemnify, defend, and hold harmless Seller, its shareholders, directors, officers, employees, agents, successors, and assigns from and against all direct and indirect claims, demands, actions, liabilities, judgments, damages, losses, fines, penalties, forfeitures, costs, and expenses, including attorneys’ fees and court costs, arising out of, resulting from or relating to: (i) the breach of this Agreement by Buyer; (ii) Seller’s compliance with the Specifications or Buyer’s designs or instructions; (iii) any modifications or changes made by Buyer to the Goods; or (iv) any intentional, reckless, negligent, or other act or omission of Buyer or Buyer’s shareholders, directors, officers, employees, representatives, agents, successors, or assigns.
22. Termination. Seller may immediately terminate the Agreement or all or any part of any order or release,
without liability as a result of: (i) Buyer’s breach, threatened breach, or repudiation of any representation, warranty, covenant, or other term of the Agreement; (ii) any assignment for the benefit of creditors or any institution of proceedings in bankruptcy or insolvency by or against Buyer; (iii) Buyer’s request for accommodation from Seller, financial or otherwise, to meet its obligations under the Agreement; (iv) Buyer entering or offering to enter into one or more transactions effecting a sale of a substantial portion of Buyer’s assets or business or any merger, sale, or exchange of equity interests that would result in a change of control of Buyer; or (v) financial or other condition that could, in Seller’s sole discretion, endanger Buyer’s
ability to make required payments or otherwise perform; and in such cases Seller may pursue money damages against Buyer for the losses and damages that have been or will be incurred by Seller as a result of the same. Buyer may only terminate the Agreement (together with all orders and releases) for cause upon a material breach by Seller which remains uncured thirty (30) days following Seller’s receipt of written notice of such breach from Buyer (together with all necessary supporting information evidencing such breach).
23. Governing Law & Disputes. This Agreement shall be exclusively construed and governed by Michigan
law (including, when applicable, the Uniform Commercial Code as adopted in the State of Michigan and not the United Nations Convention on Contracts for the International Sale of Goods), without regard to conflicts of law provisions. Any cause of action, claim, suit, or demand by Buyer allegedly arising from or related to the terms of this Agreement or the relationship of the parties shall be brought in a federal or state court in Michigan. Both parties hereby irrevocably consent to the jurisdiction of these courts. BUYER AND SELLER WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL ARISING OUT OF OR RELATED TO THE GOODS OR THIS AGREEMENT. THIS WAIVER OF A JURY TRIAL IS IRREVOCABLE. Any action brought by Buyer must be commenced within one (1) year after the delivery of Goods or completion of services, notwithstanding any statutory period of limitation to the contrary. Any claim that is not filed in compliance with the preceding sentences is deemed waived and shall be forever barred. This Section shall survive expiration or termination of this Agreement.
24. General. The Agreement (including these Terms) contains the entire understanding of the parties relating to the subject matter thereof and is intended as a final expression of the parties’ agreement and a complete statement of the terms thereof, and all prior negotiations and proposals between the parties regarding the sale and purchase of Goods are superseded. Headings are solely for the purpose of reference, are not part of the agreement of the parties, and shall not in any way affect the meaning or interpretation of the Agreement. Buyer and Seller are independent contractors, and nothing contained herein makes either party the agent or legal representative of the other party for any purpose. Seller’s waiver of any breach by Buyer shall not be construed as a waiver of any other breach, and no waiver by Seller shall be effective unless it is in writing. The failure of Seller to require performance under any provision of the Agreement shall in no way affect Seller’s right to require full performance at any subsequent time. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law or public policy or otherwise invalid or unenforceable, the remaining provisions will remain in full force and effect, and the parties shall substitute the invalid or unenforceable provision with a valid provision that, as closely as possible, achieves the same business purpose as the invalid or unenforceable provision.
