Amada TC-W100A, Руководство по эксплуатации

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TC-W100A - THERMOCOUPLE WELDER
990-070 xi
beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion
or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic,
lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay
in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage (each a “ Force Majeure Event ”),
provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Buyer shall be entitled to give notice in writing to
Seller to terminate this Agreement.
20. 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 20 is null and void. No assignment or delegation relieves Buyer of any of its obligations
under this Agreement.
21. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be
construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties,
and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and
nothing 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
nature whatsoever under or by reason of these Terms.
23. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State
of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than those of the State of California.
24. Dispute Resolution.
(a) If Buyer is an entity formed under the laws of the United States of America, or any of its states, districts or territories (“ U.S. Law ”), then any dispute,
legal suit, action or proceeding arising out of or relating to this Agreement shall be adjudicated and decided in the federal courts of the United States of
America or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles, California and each party
irrevocably submits to the exclusive and personal jurisdiction of such courts in any such dispute, suit, action or proceeding.
(b) If Buyer is an entity formed under the laws of any country, state, district or territory other than U.S. Law, then the parties irrevocably agree that any
dispute, legal suit, action or proceeding arising out of or relating to this Agreement shall be submitted to the International Court of Arbitration of the
International Chamber of Commerce (“ ICC ”) and shall be finally settled under the Rules of Arbitration of the ICC. The place and location of the arbitration
shall be in Los Angeles, California, pursuant to the ICC’s Rules of Arbitration and shall be finally settled in accordance with said rules. The arbitration shall
be conducted before a panel of three arbitrators. Each party shall select one arbitrator and the two arbitrators so selected shall select the third arbitrator,
who shall act as presiding arbitrator. Notwithstanding the foregoing, if the matter under dispute is $500,000 or less, there shall only be one arbitrator who
shall be mutually selected by both parties. If the party-selected arbitrators are unable to agree upon the third arbitrator, if either party fails to select an
arbitrator, or in the case that only one arbitrator is required and the parties are unable to agree, then the International Court of Arbitration shall choose
the arbitrator. The language to be used in the arbitral proceeding shall be English. The arbitrator(s) shall have no authority to issue an award that is
contrary to the express terms of this Agreement or the laws of the State of California or applicable US Federal Law, and the award may be vacated or
corrected on appeal to a court of competent jurisdiction for any such error. The arbitrator(s) shall be specifically empowered to allocate between the
parties the costs of arbitration, as well as reasonable attorneys’ fees and costs, in such equitable manner as the arbitrator(s) may determine. The
arbitrator(s) shall have the authority to determine issues of arbitrability and to award compensatory damages, but they shall not have authority to award
punitive or exemplary damages. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to
such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after
the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable
statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available to such party under
this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to
protect the rights or property of such party, pending the selection of the arbitrator(s) hereunder or pending the arbitrator(s)’ determination of any
dispute, controversy or claim hereunder.
25. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “ Notice ”) shall be in writing and
addressed to the parties at the addresses set forth on the face of the Acknowledgement or to such other address that may be designated by the receiving
party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with
confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this
Agreement, a Notice is effective only (a) upon receipt of the receiving party, upon confirmation of delivery by nationally recognized overnight courier or
upon forty-eight (48) hours after being sent by certified or registered mail (as applicable), and (b) if the party giving the Notice has complied with the
requirements of this Section 25.
26. Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction.
27. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of
this Order including, but not limited to, the following provisions: Compliance with Laws, Confidentiality, Governing Law, Dispute Resolution, Survival, and
the restrictions on Software in Sections 10(b), (c) and (d).