UPDATED 6/19/2025
remove any such action or proceeding to another court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION RESULTING FROM, ARISING OUT OF, RELATING TO, OR OTHERWISE IN CONNECTION WITH THE AGREEMENT. 19. DISPUTE RESOLUTION. In the event of any dispute arising out of or relating to the Agreement, representatives of the parties shall meet promptly in a good faith effort to resolve the dispute without resort to arbitration or court proceedings. If the dispute is not resolved by the parties within thirty (30) days after the representatives’ first meeting, then either party, by written notice to the other, may request mediation. Mediation shall be conducted virtually or in a physical location mutually agreed upon by the parties. If mediation is not timely requested or does not end in resolution of the dispute, then the parties agree to resolve the dispute through binding arbitration, to be conducted before a single arbitrator in Ozaukee County, Wisconsin, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, Seller shall not be required to pursue mediation or arbitration under this Section 19 in connection with claims brought by Seller against Buyer arising out of Buyer's failure to pay for any Goods in whole or in part. 20. AUTHORITY; BINDING EFFECT. Seller and Buyer represent and warrant to each other that each has entered into the Agreement through its duly authorized representative(s), and that the Agreement is a binding agreement enforceable according to its terms. The Agreement shall be binding upon, and inure to the benefit of, each party and its successors and permitted assigns.
transfer these Terms and Conditions/the Contract Documents/the Agreement to a successor in the event of a merger, sale of equity interests, sale of all or substantially all assets, or other change of control transaction. 24. WAIVER. Waiver by either party of any provision of the Agreement or of a breach by either party of any provision of the Agreement shall not be deemed a waiver of future compliance with the Agreement and such provision, as well as all other provisions of the Agreement, shall remain in full force and effect. 25. AMENDMENT OR MODIFICATION. The Agreement may only be amended, modified, supplemented or canceled in a written document signed by Seller and Buyer. The signature of one party hereto shall be insufficient to modify the terms of the Agreement. 26. SEVERABILITY. If any provision of the Agreement shall be held to be unenforceable or invalid, such provision shall be ineffective to the extent of such prohibition or invalidity, and the balance of the Agreement shall remain in full force and effect. The headings of the Sections contained in these Terms and Conditions are solely for the purpose of reference, are not part of the agreement of the parties, and shall not affect the meaning or interpretation of these Terms and Conditions. For purposes of these Terms and Conditions, ( a) the words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the words “ but not limited to ”; (b) the word “ or ” is not exclusive and shall be deemed to include one or more or all of the items to which any reference is made; and (c) t he words “ herein ,” “ hereof ,” “ hereby ,” “ hereto ” and “ hereunder ” refer to the Agreement as a whole. Unless the context otherwise requires, references herein to an agreement or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof. Any interpretation of the Agreement shall be construed consistently by and against both parties, and shall not be construed against the draftsperson hereof. 27. INTERPRETATION.
21. ENTIRE
AGREEMENT;
SURVIVAL
OF
OBLIGATIONS. These Terms and Conditions, the Contract Documents, and the Agreement sets forth the entire agreement between Seller and Buyer with respect to the subject matter hereof and thereof. There are no promises, representations, warranties, terms, conditions, provisions, or other understandings of any nature whatsoever, express or implied, which are not set forth in the Agreement. Any modification or alteration of the Agreement shall be effective only if set forth in a writing duly executed by authorized representatives of each party. 22. NOTICE. Unless otherwise agreed to by the parties, all notices shall be in writing and shall be deemed effective when received by either (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) by e- mail, facsimile or other electronic transmission with confirmation of receipt, in each case addressed to the party to be notified at the following addresses set forth below in this Section 22, or to such other address as such party shall specify by like notice hereunder. The physical address for such notices and communications shall be the party’s corporate headquarters, and the e-mail address for such notices and communications shall be the e-mail address utilized by each party to communicate the Contract Documents and the Agreement. 23. ASSIGNMENT. The Agreement and the parties’ rights and obligations hereunder may not be assigned or otherwise transferred by either party hereto except with the prior written approval of the other party. Notwithstanding the foregoing, Seller may, without Buyer’s consent, assign or
4 | STANDARD TERMS AND CONDITIONS OF SALE
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