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17.
Severability:
If any provision of these Standard Terms of Sale is deemed invalid or unenforceable by any court of competent jurisdiction
or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election
of Customer and DESiN, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the
remaining provisions of these Standard Terms of Sale and the Purchase Order shall remain in full force and effect.
18.
Non-Waiver:
No change, modification or waiver of any provision of these Standard Terms of Sale shall be valid or binding unless it is
accepted in writing, by DESīN. A waiver by either party of any breach or failure to enforce any term or condition of these Standard Terms of
Sale shall not in any way affect, limit or waive such party’s right at any time to enforce strict compliance with that or any other term or condition
of these Standard Terms of Sale.
19.
Binding / Non-Assignment:
This contract shall be binding upon and shall inure to the benefit of the successors, and permitted assigns of
Customer and DESīN, provided, however, that Customer may not assign any portion of its rights or delegate any portion of its obligations
hereunder or under any Purchase Order without in each instance obtaining DESīN’s prior written consent. Any attempted assignment by
Customer or assignment by Customer of this contract without DESīN’s prior written consent is void.
20.
DESīN’s Performance Excused Upon Customer’s Breach:
In addition to the rights and remedies conferred upon DESīN by law or in equity,
DESīN shall not be required to proceed with the fulfillment of any Purchase Order or the performance of any contract if Customer is in default
in the performance of any order or contract with DESiN, and in cases of doubt as to Customer’s financial responsibility, shipments under this
order may be suspended or sent sight draft with bill of lading attached by DESiN. Additionally, in the case of subsequent orders or, in the case
of open Purchase Orders, DESīN is not required to proceed with the fulfillment of any subsequent order or perform such open Purchase Order
if Customer is in breach with regard to any prior fulfilled orders, including, without limitation, non-payment.
21.
Binding Arbitration:
Any controversy or claim arising out of or relating to the Goods, these Standard Terms of Sale, or any related
agreement between Customer and DESīN shall be settled by binding arbitration in accordance with the following provisions:
a.
The agreement of the parties to arbitrate covers all disputes of every kind relating to or arising out of these Standard Terms of Sale
and the goods, as well as any claim based on tort or any other causes of action relating to the transactions contemplated by of these
Standard Terms of Sale, such as claims based on an allegation of fraud or misrepresentation and claims based on a federal or state
statute. In addition, the arbitrators selected according to procedures set forth below shall determine the arbitrability of any matter
brought to them, and their decision shall be final and binding on the parties
b.
The forum for the arbitration shall be Oakland County, Michigan (USA).
c.
The governing law for the arbitration shall be the laws of the State of Michigan, as more fully provided for in the “Governing Law”
section of these Standard Terms of Sale.
d.
There shall be three arbitrators, unless the parties are able to agree on a single arbitrator. In the absence of such an agreement
within 10 days after the initiation of an arbitration proceeding, each party shall select one arbitrator, and those two arbitrators shall
then select, within 10 days, a third arbitrator. If those two arbitrators are unable to select a third arbitrator within that 10-day
period, a third arbitrator shall be appointed through the Arbitrator Selection Process facilitated through the American Arbitration
Association. The decision in writing of at least two of the three arbitrators shall be final and binding on the parties.
e.
The rules of arbitration shall be the Consumer Arbitration Rules of the American Arbitration Association, as modified by any other
instructions that the parties may agree on at the time, except that each party shall have the right to conduct discovery in any
manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the federal courts. If there is any
conflict between those rules and the provisions of this Section 21, the provisions of this Section shall prevail.
f.
The arbitrators’ decision shall provide a reasoned basis for the resolution of each dispute and for any award. The arbitrators shall not
have the power to award damages in connection with any dispute in excess of actual compensatory damages and shall not multiply
actual damages or award consequential or punitive damages or award, pain and suffering, or any other damages that are excluded
under the provisions of these Standard Terms of Sale.
g.
Each party shall bear its own fees and expenses (including attorney fees) regarding the arbitration and any related proceeding, and
the parties shall share equally the fees and expenses of the arbitrators.
