Aerovent IM-500 - Manual (Page 22)

22 Aerovent IM-500
of Seller without its written consent. When Buyer orders articles Buyer is licensed to have made for Buyer, Seller is hereby
authorized to manufacture said articles under Buyer’s license and Buyer will be responsible for such royalties as may be due
and for such notification to its licensor as Buyer is obligated to make.
12. CHANGES. After acceptance by Seller, Buyer’s order shall not be subject to cancellation, change or reduction in
amount nor to any suspension by Buyer of deliveries without Seller’s prior written consent. Buyer acknowledges that Seller
engages in continuous product improvement and makes changes to its products from time to time. The Seller reserves the
right to make reasonable changes and use substitute parts or products as long as such substitutions perform equal or better
than the original product or part thereof, and shall have the right to deliver revised designs or models and such substitute
products or parts against any order.
13. NONWAIVER OF DEFAULT. Each shipment made under any order shall be treated as a separate transaction, but
in the event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its rights
under such order. If, despite any default by Buyer, Seller elects to continue to make shipments, its actions shall not consti-
tute a waiver of any default by Buyer or in any way affect Seller’s legal remedy for such default, Seller’s failure to deliver, or
nonconformity of, any installment of this Agreement shall not be a breach of the entire Agreement.
14. TERMINATION. If the products to be furnished under this order are to be used in the performance of a Government
contract or subcontract and the Government terminates such contract, in whole or in part, this order may be cancelled in the
same proportion, and the liability of Buyer for termination allowances shall be determined by the then applicable regulations
of the Government regarding termination of contracts. No termination by Buyer for default shall be effective unless Seller
shall have failed to correct such alleged defect within fifteen (15) days after receipt by Seller of a written notice specifying
such default.
15. ASSIGNS. This agreement shall be binding and shall inure to the benefit of the successors and assigns of the entire
business and good will of either Seller or Buyer or of that part of the business of either used in the performance of this
Agreement, but shall not be otherwise assignable.
16. MODIFICATION OF STANDARD TERMS AND CONDITIONS. No addition to or modification of any of the
provisions upon the face or reverse of this form shall be binding upon Seller, unless made in writing and signed by a duly
authorized employee of Seller.
17. ARBITRATION. Buyer agrees that all claims, demands, disputes, controversies, and differences arising under any con-
tract made hereunder shall be settled exclusively in arbitration in accordance with the rules then prevailing of the American
Arbitration Association. Upon prevailing in any such arbitration, Seller shall be entitled to an award of its costs and attorneys
fees. Judgment on the award thus rendered shall be binding on the Buyer and may be entered in any court having jurisdiction
thereof. Unless the parties agree otherwise in writing, such arbitration will be conducted in Minneapolis, Minnesota, U.S.A.
18. EXPORT REGULATIONS; PERMITS. Buyer will comply with the provisions of the United States Government’s
Export Administration regulations and related documentation requirements and internal control procedures. Buyer shall be
responsible for obtaining any necessary export or import licenses and permits.
19. APPLICABLE LAW. This agreement shall be governed by and construed in accordance with the internal laws (and
not the laws of conflicts) of the State of Minnesota, U.S.A. and the Buyer submits to the personal jurisdiction of courts
located in Minnesota, U.S.A. The United Nations Convention on Contracts for the International Sale of Products shall not
apply to this Agreement.
20. VALIDITY. If any provision of this Agreement is found to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining provisions shall not be affected.
21. MISCELLANEOUS. All clerical errors are subject to correction. Seller may subcontract the furnishing of any products
sold hereunder and any portion thereof.