a. These Terms (together with the Quotations and Invoices, both of which are hereby incorporated by reference) constitute the entire agreement between the parties and supersedes all prior agreements and understandings between them relating to the subject matter thereunder.
b. Buyer shall not (whether by operation of law, merger, acquisition, or otherwise) assign, transfer, or delegate Seller’s Quotation, Invoice, or any obligations thereunder. Any purported assignment, transfer, or delegation without Seller’s written consent shall be void and constitute a material breach by Buyer.
c. These Terms shall be binding on, and inure to the benefit of, the parties and to their successors and permitted assigns.
d. No waiver by Seller of any provision of these Terms shall be effective unless made in writing. Waiver by, or failure of, Seller to exercise in any respect any right provided for herein shall not be later deemed a waiver nor prevent Seller from strictly enforcing any right hereunder at a later time. No waiver by Seller of any breach of any provision of these Terms shall constitute a waiver of any subsequent breach of the same or of any other provision of these Terms.
e. The laws of the state of Seller’s office processing Buyer’s Order for shipment as shown on the Quotation, Invoice, and/or other Seller-issued document, without reference to its conflict of laws principles, govern these Terms and all transactions contemplated by it, as well as all matters arising out of or relating to it. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.
f. The arbitration provisions of this Section 14 will be governed by the United States Federal Arbitration Act. At Seller’s option, exercised by written notice any time within 30 days following the service of process in a legal action, any dispute regarding the Products, any Quotations or Invoices or their validity, any of these Terms, or any other matter between the parties (other than requests for injunctive relief) will be resolved exclusively by binding arbitration, conducted in the English language, as follows: (1) the arbitration will be conducted under the commercial arbitration rules of the American Arbitration Association (AAA) and under Rules 26 through 37 of the U.S. Federal Rules of Civil Procedure, in a location agreed by the parties; (2) if the parties cannot agree on a location within 30 days of either party’s request for arbitration, the arbitration will be conducted in the county and state of Seller’s office processing the Order for shipment; and (3) the arbitrator will be selected from an AAA list using the AAA recommended selection method. Each party will bear equally the costs and expenses of AAA and the arbitrator, and each party will bear its own costs and expenses — provided, however, (i) that the failure by one party to pay its share of the arbitration fees constitutes a waiver of such party’s claim or defense in the arbitration, and (ii) that the arbitrator may award attorney fees and costs to the substantially prevailing party. In no event shall a party be awarded punitive or exemplary damages. All arbitration proceedings shall be confidential, except if, and to the extent, disclosure is necessary to enforce an arbitration award in a court of competent jurisdiction. The arbitration award shall be final and binding upon the parties and enforceable in any court of competent jurisdiction.
g. Section headings are for convenience only and shall not be considered in the interpretation of these Terms.
h. If any provision of these Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such provision shall be excluded to the extent of such invalidity or unenforceability. All other provisions hereof shall remain in full force and effect. If permitted and possible, the invalid or unenforceable provision shall be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such provision.