“These terms and conditions (and those set forth on the Order Form, in the Limited Warranty, and in the Order,Shipping and Returns instructions on this Website) (collectively, the“Agreement”) shall govern and are hereby incorporated in every contract made by or on behalf of POWERDECAL with you, and will prevail over any inconsistent, additional or conflicting terms and conditions contained in any document submitted by you or implied by trade, custom or usage in the industry, all of which are hereby rejected by POWERDECAL. A variation on these terms and conditions is valid only if it is in
writing and signed by an authorized officer of POWERDECAL. Your acceptance of the products constitutes your unconditional acceptance of these terms and conditions.”
“INDEMNIFICATION. You agree to indemnify, defend and hold harmless POWERDECAL, its officers, owners, agents, employees and representatives, from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including, but not limited to, attorneys’ fees and costs, claimed by any person or entity arising out of, or related to, (i) any products sold by POWERDECAL, (ii) the use, possession or condition of such products, or (iii) any violation or infringement of copyright or trademark laws and rights of third parties.”
“SEVERABILITY. If, at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or enforceability of such provision shall have not effect upon and shall not impair the enforceability of any other provision of this Agreement.”
“FORCE MAJEURE. POWERDECAL shall have no liability to you or any third party for any loss, damage, or expense from any third party for any loss, damage, or expense from any delay or failure of performance due to any cause beyond the control of POWERDECAL, including, but not limited to, commercial impracticability, acts of God, fire, strike, accident, war conditions, government regulation or restriction, shortages in transportation, power, labor or material, freight embargo, riot or civil commotion, default of any suppliers or prohibitions or events which render performance difficult or
10. OTHER DOCUMENTS
The terms and conditions in this Agreement may not be amended, supplemented, or altered by any other document(s) and any attempt to so, amend, supplement, or alter, is null and void unless agreed to in writing by both parties.
11. GOVERNING LAW AND VENUE
This Agreement, and thus any sale, shall be interpreted, construed and governed by the laws of the State of Illinois, USA, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the District Courts of the State of Illinois in Cook County or the Federal District Courts of the Northern District of Illinois (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, POWERDECAL shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of POWERDECAL, such action is necessary or desirable.
12. ENTIRE AGREEMENT
“ENTIRE AGREEMENT. This Agreement (and those set forth on the Order Form, in the Limited Warranty, and in the Order, Shipping and Returns instructions on this Website) constitutes the entire agreement between you and POWERDECAL pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between you and POWERDECAL with respect to such subject matter.”
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