ONLINE WATERJET, LLC’S ONLINE WATERJET INTERACTIVE QUOTE
TERMS AND CONDITIONS OF SALE
Welcome to Online Waterjet’s Online Waterjet Interactive Online Quote System. These are our terms and conditions for use of the interactive online quote system, which you may access via OnlineWaterjet.com . In these terms and conditions, when we say Online Waterjet and/or Online Waterjet, we mean the interactive online quote system owned and operated by Online Waterjet, LLC. However, when you access the Online Waterjet website, you agree to be bound by these terms and conditions set forth below. Please read these Terms and Conditions carefully, they contain important information about your rights and obligations.
You as the Buyer or purchaser of Services (defined below) must read and agree to these Terms and Conditions before you can be provided the necessary and requested services provided by Online Waterjet, LLC, owner and operator of Online Waterjet (hereinafter referred to as the “Seller”).
You must be 18 years or older to purchase product or Services from the Seller (or older if the age of majority is older in your country).
SELLER DOES NOT REPRESENT OR GUARANTEE THAT ONLINEWATERJET.COM WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE SELLER DISCLAIMS ANY AND ALL LIABILITY RELATING THERETO.
“Buyer,” “You,” or “Your” means the person, firm or Seller purchasing the parts and/or Services from the Seller;
“Seller” means Online Waterjet, LLC, owner and operator of Online Waterjet (onlinewaterjet.com);
“Services” means the services provided by the Seller to the Buyer and requested by Buyer submitted on OnlineWaterjet.com, including, but not limited to, cutting technology services, deburring, sandblasting, secondary machining;
“Statement of Work” means the document setting out the Services and the rates for such work.
TERMS AND CONDITIONS
- 1. Quotes. Seller provides a quote for Buyer’s part(s) based on a 2D CAD model submitted by Buyer to Seller (“Quote”). Any change to the 2D CAD model requires an updated Quote. Quotes are valid for 30 days, after which pricing may change without notice. Seller reserves the right to correct clerical and other typographical errors in any quotation.
- 2. A Full Complement of CAD Capabilities. Seller offers full Computer Aided Design services to complement the water-jet cutting process. Seller can put the Buyer’s design idea into a format easily transferable to the water-jet software used to control the cutting process. If the desired design is not already in one of the following formats, a new drawing will be generated for a nominal charge:
- AutoCAD 2010 (or earlier) (.dfx or .dwg files)
- Adobe Illustrator Version 7 (or earlier)
If your file contains tapped holes, or non-standard tolerances, please add that information in the Notes section of the quoting process. You can attach a PDF drawing in that section as well.
- 3. File Errors. Seller will contact Buyer when errors are detected in their supplied files. Buyer will be alerted to the issue and given the following choices:
- Resubmit a corrected file (this will be treated as a new order). A $25 processing fee will be charged.
- Request an estimate for Seller to correct the files. This action will require additional payment before the order will proceed.
- 4. Outside Work. Where the performance of any contract with Buyer requires Seller to obtain goods or services from a third party, the contract between Seller and Buyer shall incorporate, and shall be subject to, the conditions of supply of such goods and services and Buyer shall bear the full cost of such goods or services.
- 5. Satisfaction of Services. You are responsible for ensuring that the properties and performance of the material selected meet the requirements of your application. Tolerances of +/- 0.005inch (0.13mm) are expected and generally achieved; however, due to the normal variability, some dimensions or tolerances may not be met.
- 6. Claims. All claims in respect of work, or the quality or quantity thereof, shall be made in writing within fourteen (14) days of receipt by Buyer. In the absence of such a claim, the work shall be deemed to have been received and accepted as fully complying with the Buyer’ specifications.
- 7. Your Account. As a registered user of the OnlineWaterjet.com, You may establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of Your Account and for all activities that occur on or through Your Account, and You agree to immediately notify the Seller of any security breach of Your Account. The Seller shall not be responsible for any losses arising out of the unauthorized use of Your Account.
In order to purchase and download Products from OnlineWaterjet.com, You must enter Your account email address and password to authenticate Your Account for transactions.
You agree to provide accurate and complete information when You register with, and as You use, the OnlineWaterjet.com ("Registration Data"), and You agree to update Your Registration Data to keep it accurate and complete. You agree that the Seller may store and use the Registration Data you provide for use in maintaining and billing fees to your Account.
You are responsible for the condition and status of Your account with OnlineWaterjet.com. The Seller reserves the right to deny Services and Products for accounts which are no longer in good standing.
- 8. Offer and Contract Acceptance. These Terms and Conditions of Sale, together with a valid quote, form a legally binding agreement (the “Agreement”) and contains the entire understanding between Buyer and Seller for the goods and services provided by Seller and supersede any and all other agreements, representations and understandings of the parties, if any, whether oral or in writing. Buyer is deemed to have accepted this Agreement when it accepts a Quote or issues a purchase order or other writing expressing the Buyer’s intent to proceed with the Agreement. This Agreement will govern any orders Seller accepts from Buyer and/or Buyer’s authorized purchasers based on the Quote provided to Buyer. The terms and conditions contained herein shall be the only terms that shall govern the purchase and sale of the goods and services between Buyer and Seller, and no other terms and conditions shall apply and are hereby expressly excluded, including, without limitation, any terms contained in a request for quotation, purchase order, website, or elsewhere. The only additional terms in a request for quotation, purchase order, website or other writing that shall apply, if accepted by Seller, shall be terms regarding the description, price, quantity, and shipping destination for goods produced, and any and all other terms and conditions shall be excluded and deemed inapplicable. After Seller accepts an order, Buyer is responsible for any delivery delays or charges, in addition to the original price, due to a Buyer requested change that is agreed to in writing by Seller.
- 9. Price and Terms of Payment. All prices are quoted, and payments shall be made in U.S. Dollars and are exclusive of freight, shipping, special packaging or handling, duties, and unless specifically stated, sales, excise, use or other taxes arising in connection with this transaction (other than taxes based solely on Seller’s taxable income). No discounts are authorized. Payment may be made by Visa, MasterCard,
- Discover, American Express, or a form of prepayment acceptable to Seller. Upon credit approval, goods or services may be invoiced and all sums are due and payable net-30 from the date of the invoice. To the extent Buyer desires Seller to present invoices or other information electronically via Buyer’s or a third party’s electronic payment website, any costs associated with such access will be borne by Buyer.
- 10. Payments and Taxes.
- a. You agree that You will pay for all products You purchase through the Seller (“Products”), and that the Seller may charge Your payment method for any Products purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with Your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL COSTS AND FEES AND FOR PROVIDING THE SELLER WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL COSTS AND FEES.
- b. When You make a purchase in the Seller, Your account is billed at the time of or shortly after Your transaction. If You use a credit card or PayPal account for a transaction, the Seller might obtain pre-approval for an amount up to the amount of the order. All charges are billed to the payment method that You designate during the registration process. If You want to designate a different payment method or if there is a change in Your payment method account status, You must change Your information online.
- c. Your total price will include the price of the Product, the cost of shipping plus any applicable tax; such tax is based on the bill-to address and the tax rate in effect at the time You purchase the Product, unless You have provided the Seller with a certificate of exemption from such tax, which is valid in Your location and Your type of business. You shall be responsible for all sales, use, excise and value added taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental authority on any amounts payable by You hereunder, other than any taxes imposed on, or with respect to, the Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets and shall pay all sums payable hereunder free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law.
- 11. Late payment. Where the payment of any invoice or any part of an invoice is not made in accordance with this Agreement, Seller, without prejudice to its other rights under this Agreement or in law, shall be entitled to:
- a. Charge interest on the outstanding amount at the rate of 18 per cent per annum from the Due Date until the date of payment in full; and/or
- b. suspend and/or withhold any services to be performed by Seller for Buyer under this Agreement or any other arrangement; and/or
- c. terminate this Agreement.
- 12. Refunds and Cancellations. Partial refunds are available on orders that have begun processing but have not gone to production. A refund will be given for the portion of work that has not yet been completed. A $25 processing fee will be charged in such cases. No refunds will be given for orders already in production.
- 13. Buyer-Supplied Materials. If Seller agrees to use material supplied by the Buyer for water-jet cutting, Buyer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to Seller, of sufficient quality and in sufficient quantity (including allowances for loss, waste, or scrap that may occur for any reason) as Seller deems necessary to complete its obligations. Seller will not return waste, scrap or minimal amounts of material. Seller shall not be liable for, and the Buyer shall be obligated to pay any previously negotiated delivery premiums notwithstanding, any failure or delay in delivering any goods to be provided hereunder if such failure or delay is caused by Buyer’s failure to supply and deliver such materials in a timely manner or of such quality or in such quantity as Seller deems necessary. Seller’s Buyer-supplied material storage policy is such that after forty-five (45) days of inactivity, Seller may ship Buyer-supplied material back to Buyer, at Buyer’s sole expenses, including, but not limited to, all handling and special packaging costs, or may destroy the Buyer-supplied material, in its discretion
- 14. Shipping. All Products shall be delivered by the Seller to the delivery location designated by You. The Seller is not liable to You for any delays in initiating a shipment or delays while in transit. Any discrepancies concerning the quantity of Products shipped to You, non-conformity of the Products, or damage which are visible upon receipt, must be reported to the Seller within fourteen (14) days of delivery and the Seller’s sole obligation will be to replace any such missing or damaged Products upon sufficient proof by You.
- 15. Manufacturing Time. The estimated manufacturing time is the best estimate available at the time of quote for the part. Actual manufacturing times are dependent on part complexity, the number of part numbers being ordered, quantity, material availability, workload at the time the order is placed and other factors. Reasonable efforts will be made to deliver within or as close to estimated manufacturing times as possible; however there is no assurance that any estimated manufacturing time will be met.
Secondary operations are not supported at this time. Seller is not responsible for the fit of mating parts.
Sharp edges will be broken and deburred by default. Critical edges that must be left sharp should be noted and specified on a print.
- Tolerance expectations can vary across different materials (e.g., stainless versus aluminum).
- Internal stresses within material, support strategy, and other geometry considerations may cause deviation in tolerances and flatness.
- 16. Delivery; Quantity; Title. Any stated delivery time represents Seller’s intended or typical delivery time, but actual delivery times may vary. Seller reserves the right to limit quantities at any time. Partial shipments may be delivered to Buyer. Title passes to Buyer at the time and place of delivery to the carrier.
- 17. Nonconforming Goods. Buyer shall inspect all goods upon delivery by Seller, and should any of the goods be nonconforming goods, Buyer must notify Seller, in writing, within fourteen (14) days of delivery of the goods describing the nature of any nonconformity. Seller shall have the right and option to repair or replace any nonconforming goods. Seller shall not have any obligation to repair, replace or otherwise compensate Buyer for nonconforming goods if Buyer fails to notify Seller in writing that goods are nonconforming within fourteen (14) days of Seller’s delivery of the goods.
- 18. Prohibited Purposes. Buyer warrants that the goods that are the subject of this transaction will not be implanted in a human body and are not subject to FAA inspection. Buyer certifies that its designs (e.g., 3D CAD models) submitted to Seller and the manufacture and delivery of goods according to the Buyer’s design will not yield goods that are in violation of any federal firearms laws.
- 19. Text, Illustrations, and Software Files Provided by Seller. Copyright in files, all intellectual property rights to text, illustrations, software files and other materials (“Seller Materials”) provided by Seller to buyer are retained by Seller. Buyer will not, without prior written approval of Seller (which may be withheld for any reason), remove any of Seller’s markings or change in any way the Materials.
- 20. Text, Illustrations, and Software Files Provided by Buyer. Copyright in files, all text, illustrations, software files and other materials (“Buyer Materials”) provided by Buyer to Seller and any deliverables, designs, or works of authorship in any form, including modifications or derivative works thereof, that may be created or produced for Buyer during the course of Seller’s performance of services shall be deemed the sole property of Buyer and all right, title and interest therein shall be held solely by Buyer.
- 21. Warranty. Seller assumes no responsibility for the design of the goods that are the subject of this Agreement. To the extent Seller’s personnel recommend design modifications or provide design analysis, simulation or advice, they do so only to help meet the requirements of Seller’s own manufacturing process. Buyer retains sole legal responsibility for the design specifications and performance of the goods that are the subject of this transaction. Buyer is solely responsible for ensuring the goods and services purchased from Seller meet applicable regulatory requirements. Buyer represents and warrants to Seller that no information furnished or to be furnished by Buyer to Seller constitutes information classified by the U.S.
- federal government as confidential, secret or top secret or similar designation by any international government.
SELLER MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Without limiting the generality of the foregoing, Seller assumes no responsibility or liability for the selection of any materials for the goods that are the subject of this transaction. Buyer is solely responsible for ensuring that materials selected for goods to be manufactured by Seller meet any applicable regulatory requirements or specifications including but not limited to Directive -2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS Directive) together with any national legislation implementing such Directive, ISO, FDA, UL, CSA, CE, TUV, FCC, NSF, and USP. Any statements made by Seller personnel or specifications provided by Seller regarding materials should be verified by Buyer with the manufacturer of that material.
- 22. No Implied Terms. Except as expressly stated in these terms and conditions, all warranties, undertakings, duties, terms and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are excluded to the fullest extent permitted by law.
- 23. Non-Solicitation of Employment. Buyer and Seller agree that for the period of the Agreement and until expiration of twelve months after termination of the Agreement it shall not, without the prior written agreement of the other party, knowingly employ or engage on any basis or offer employment or engagement to any staff of the other party who have been associated with the provision of the Services to the Buyer.
- 24. Consequences of Breach of Non-Solicitation. If either party breaches Paragraph 23, the party in default shall be liable to pay the other party liquidated damages of an amount equal to the greater of (i) $50,000; plus (ii) the amount equal to the person’s total annual gross compensation package. The parties agree that this is a reasonable pre-estimate of the likely loss a party will suffer as a result of a breach of Paragraph 9.
- 25. Refusal of Service. Seller reserves the right to refuse any order at our own discretion (e.g., due to inappropriate or distasteful subject matter.
- 26. Intellectual Property. You agree that the OnlineWaterjet.com, including but not limited to Products, graphics, user interface, audio clips, video clips, Product descriptions, and the scripts and software used to implement the OnlineWaterjet.com, contains proprietary information and material that is owned by the Seller and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that You will not use such proprietary information or materials in any way whatsoever except for use of OnlineWaterjet.com in compliance with this Agreement. No portion of OnlineWaterjet.com may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on OnlineWaterjet.com in any manner, and You shall not exploit OnlineWaterjet.com in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
- 27. LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OF ANY OTHER TERM OR CONDITION, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE. BUYER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES AND CHARGES PAID FOR THE SERVICES REFLECT THIS LIMITATION OF LIABILITY AND ALLOCATION OF RISK. THE TOTAL LIABILITY OF SELLER OR ITS SUPPLIERS TO BUYER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL SUMS PAID BY BUYER TO SELLER FOR THE ORDER GIVING RISE THE LIABILITY.
- 28. Contractual Limitation of Action. All claims, actions or proceedings, legal or equitable, against Seller or any of its representatives, employees, officers, directors, members, subsidiaries, successors, agents or assigns, must be commenced in court with one (1) year after the cause of action has accrued or the act, omission or event occurred from which the claim, action or proceeding arises, whichever is earlier, without judicial extension of time, or said claim, action or proceeding is barred, time being of the essence of this paragraph.
- 29. Indemnification. Buyer agrees to defend, indemnify and hold harmless Seller (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys’ fees and expenses, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) resulting from or arising out of Buyer’s use of Seller’s goods or services, a breach of any provision of this Agreement or any third party claim for infringement of patent rights, trademark, copyrights or misuse of trade secret information.
- 30. Data Protection. The parties shall be responsible for IT security in accordance with industry best practices in connection with the performance of its obligations herein.
- 31. Confidentiality. “Confidential Information” means any information that Buyer discloses to Seller that is proprietary to Buyer and not generally known to the public. Seller will not use any Confidential Information for any purpose except for the purposes of carrying out its obligations pursuant to this Agreement. Seller will use the same degree of care (but no less than a reasonable degree of care) to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information as Seller employs with respect to its own confidential and proprietary information. Upon Buyer’s written request, Seller will destroy all documents containing or representing Confidential Information and all copies thereof, and erase any such Confidential Information from the Seller’s computer systems except electronic copies that are electronically archived and not readily accessible. If requested by Buyer, Seller will provide written confirmation of such return or destruction and erasure to Buyer.
- 32. Exceptions to Confidentiality Provision. The parties agree that information is not to be regarded as confidential information and that the receiving party will have no obligation with respect to any information, which that party can demonstrate:
- a. Was already known to it and at its free disposal prior to its receipt from the disclosing party;
- b. Was subsequently disclosed to it lawfully by a third party who did not obtain it (whether directly or indirectly) either from the disclosing party or under any obligation of confidence;
- c. Was in the public domain at the time of receipt by the receiving party or had subsequently entered into the public domain other than by reason of the breach of the provisions of this provision or of any obligation of confidence; or
- d. Is disclosed by the receiving party in compliance with a legal requirement of a Government agency or otherwise where disclosure is required by the operation of law, on condition that it gives the other party reasonable prior written notice of the proposed disclosure to allow that party to intervene.
- 33. Breach of Confidentiality. Each party shall promptly inform the other if it becomes aware of any breach of confidentiality by any person and shall give the other party all reasonable assistance in connection with any proceedings which it may be instituted against such person.
- 34. Termination for Convenience. Buyer may terminate an order in whole or in part at any time by written notice to firstname.lastname@example.org , effective upon receipt by Seller. In the event of termination, Seller reserves the right to invoice Buyer for all goods produced or services performed prior to receipt of notice of termination as well as for any material purchased to make Buyer’s parts which Seller is unable to return. This section shall not limit or affect Buyer’s right to cancel this order for breach by Seller.
- 35. Termination – Default. Either party may terminate the Agreement forthwith by notice in writing to the other party where the other party has committed a material default and where such default is capable of remedy has failed to remedy such default within thirty (30) days of receiving notice specifying the default and requiring its remedy.
- 36. Termination – Insolvency. Either party may terminate the Agreement forthwith by thirty days’ prior notice in writing to the other party if the other party is unable to pay its debts as they fall due or if any action, application or proceeding is made with regard to it for:
- a. A voluntary arrangement or composition or reconstruction of its debts;
- b. Its winding-up or dissolution;
- c. The appointment of a liquidator, trustee, receiver, administrative receiver, administrator or similar officer; or
- d. Any similar action, application or proceeding in any jurisdiction to which it is subject.
- 37. Duration. Unless terminated earlier, this Agreement shall continue until the Services have been fully performed and all fees and expenses have been paid by Buyer to Seller.
- 38. Consequences of Termination. Termination of this Agreement shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue to either party and all provisions which are to survive this agreement or impliedly do so shall remain in force and in effect.
- 39. Force majeure. Seller shall not be liable for any failure to perform under this Agreement if such failure or delay is caused by acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor or transportation, governmental restrictions, or any other event beyond Seller’s reasonable control. In the event of any shortage of raw materials or other supplies, Seller may allocate materials and supplies among its buyers in such manner as Seller may determine in its sole discretion and shall have no liability to the Buyer on account of any delay or cancellation on account thereof.
- 40. Waiver of Subrogation. No insurance Seller, insurer or bonding Seller or their successors or assigns shall have any rights created by a loan agreement, loan receipt or other like document or procedure or any right of subrogation against Seller and/or any of its representatives, employees, officers, directors, members, subsidiaries, agents, successors or assignees.
- 41. Country of Origin. Seller makes no country of origin certification under this Agreement unless specifically agreed to in writing. Seller specifically disclaims any “passive” certifications included in any of Buyer’s documents or communications related to this Agreement.
- 42. Third Parties. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
- 43. Notices. Any notice to be given under this Agreement must be in writing and delivered to the registered office address or principal place of business of the party to be served and shall be deemed served two days after dispatch by first class post or immediately on delivery if hand delivered.
- 44. Variation and Waiver. No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under this Agreement shall operate as a waiver of such power or right or of any other power or right. Any change to this Agreement shall only be valid if it is in writing and signed by the parties.
- 45. Severability. If any part of the Agreement is declared invalid or unenforceable by any court or authority of competent jurisdiction (including any provision in which Seller excludes liability to Buyer) all other provisions will remain in full force and effect and will not in any way be impaired and the parties will agree a replacement provision which is as close as is legally permissible to the provision found invalid, or unenforceable.. The limitations and exclusions in this Agreement shall survive any termination or expiration of this Agreement.
- 46. Insurance. Seller shall effect and maintain adequate insurance cover at its own cost with a reputable insurance Seller to cover the liability accepted by it under the terms of the Agreement and shall, at Buyer’s reasonable request, produce reasonable evidence of the insurance policy.
- 47. Personal Agreement. This Agreement is personal to Buyer and Buyer shall not assign nor transfer the benefit of or any interest in or subcontract any obligation under this Agreement.
- 48. Modification, Suspension and/or Discontinuance of OnlineWaterjet.com. The Seller reserves the right to modify, suspend, or discontinue OnlineWaterjet.com (or any part or content thereof) at any time with or without notice to You, and the Seller will not be liable to You or to any third party should it exercise such rights.
- 49. Modification to Terms & Conditions of Sale. Seller, at any time and at its sole discretion, may modify these Terms and Conditions of Sale, with or without notice to Buyer. Any such modification will be effective immediately upon public posting. Your continued use of the website and our Services following any such modification constitutes your acceptance of these modified Terms and Conditions of Sale.
- 50. Entire Agreement. These Terms and Conditions and the Statement of Work together constitute the entire agreement between the parties relating to the subject matter of the Agreement. The Agreement supersedes all prior agreements, negotiations and discussions between the parties relating to the subject matter of this Agreement and Buyer acknowledge that Buyer has not entered into this Agreement in reliance on any statement or representation except in so far as the representation has been incorporated into this Agreement. Save for fraud or fraudulent misrepresentation, Seller shall have no liability for any such representation being untrue or misleading.
- 51. Attorneys’ Fees; Jurisdiction/Venue. In the event of any litigation between the parties arising out of or relating to this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and all costs of proceedings incurred in enforcing this Agreement. The Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of record in Gwinnett County, Georgia or in the courts of the United States located in such county. Seller and the Buyer each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
- 52. Paragraph Headings. The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
- 53. English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases of this offer shall be defined, construed and interpreted in the English language.