Terms of Service
This website is operated by K&P Railroad Equipment. Throughout the site, the terms “we”, “us” and “our” refer to K&P Railroad Equipment. K&P Railroad Equipment offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall K&P Railroad Equipment, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless K&P Railroad Equipment and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of California, in the US.
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org.
TERMS & CONDITIONS OF SALE
Seller’s Terms and Conditions Control this Agreement:
These terms and conditions shall apply to all sales of “Goods” and/or “Services” by K&P Railroad Equipment (“Seller”) to the Buyer (the transaction hereinafter referred to as the “Agreement”). This Agreement expressly limits Buyer’s acceptance to these terms and conditions. Buyer may reject this Agreement by not ordering or receiving any Goods or Services. This Agreement does not constitute an acceptance by Seller of any offer or counteroffer of Buyer, and Seller hereby rejects any additional, different, or inconsistent terms, conditions or limitations contained in or incorporated by reference in any forms, purchase orders or other documents of Buyer that already have been or hereafter may be presented to Seller with respect to this Agreement. If Buyer has submitted or will submit additional and/or different terms and conditions to Seller, or submit a counteroffer to Seller, Seller’s subsequent performance will not be construed as either acceptance of Buyer’s additional and/or different terms and conditions or Buyer’s counteroffer, nor will Seller’s subsequent performance be viewed as a willingness to accept any provision of the Uniform Commercial Code, as adopted by any state or commonwealth, that is contrary or in addition to any of the terms and conditions hereof. Clause headings are for reference purposes only and shall not affect the interpretation of this Agreement.
Unless otherwise agreed to by Seller in writing, Seller’s prices for the Goods and Services will be the prices quoted by Seller, approved by Seller in writing or Seller’s standard prices for such Goods and Services as of the date hereof; provided, however, that if Seller announces a general price increase, the purchase price shall be revised to include the price increase unless the Goods are scheduled for shipment or Services are to be performed within thirty days of the price increase.
Unless otherwise stated in the Seller’s quote, shipment of all Goods will be made F.O.B. point of shipment at Seller’s facility (Ex Works Seller’s facility per INCOTERMS 2010 for international shipments) and Buyer will bear the risk of loss and damage to Goods after point of shipment. Any shipping dates for Goods or performance dates for Services given in advance of actual shipment of Good or performance of Services are Seller’s best estimates for informational purposes only, and deliveries of Goods and performance of Services will be made subject to prior orders on file with Seller. Unless otherwise agreed to by Seller in writing, Buyer will pay any insurance costs in connection with delivery of the Goods and will be responsible for filing and pursuing claims with carriers for loss of or damage to Goods in transit. Buyer will immediately inspect all Goods upon its receipt of them and will be deemed to accept the Goods upon receipt. Any claims for shortages or discrepancies will be waived by Buyer unless made in writing to Seller within five days of receipt of the Goods.
(a) Unless otherwise specified in writing by Seller, complete payment for Goods and Services is due within 30 days from the date of Seller’s invoice; provided, however, that Seller reserves the right, in its sole discretion, to require full payment in cash before order entry, shipment, or delivery. (b) Seller will have the right to offset any and all amounts due and owing from Seller to Buyer under this Agreement, including, without limitation, any chargebacks or rebates, against any amounts due and owing from Buyer to Seller under this Agreement or otherwise. (c) If Buyer defaults in payment, Buyer will be liable for all collection costs incurred by Seller including, without limitation, attorneys’ and collection agency fees, and all related disbursements. (d) If Buyer does not make payment for Goods or Services when payment is due, past due amounts are subject to service charges of one and a half percent (1 ½%) per month or the maximum percentage rate permitted by law, whichever is less. (e) No tax imposed in respect to the sale of the Goods or Services sold hereunder is included. Any such tax shall be added and paid by Buyer.
Buyer may cancel its order for Goods and/or Services, but only if Seller agrees to such cancellation in writing and only after Buyer pays reasonable charges for expenses already incurred and commitments made by Seller in connection with the placement of such order(s). Seller may cancel in whole or in part any order for Goods or Services under this Agreement at any time without cause. Until Buyer has fully and finally paid all amounts owed to Seller for any Goods, Buyer will hold such Goods in trust for Seller, and Seller may repossess them if Buyer fails to pay for them in a timely fashion. Additionally, Seller may file a UCC financing statement giving public notice of its ownership interest in any Goods for which it has not received complete payment.
Limited Warranty; Disclaimer of Warranties:
Seller warrants that upon delivery of Goods and/or the provision of Services and for one year thereafter (the “Limited Warranty Period”), the Goods and/or Services will meet the specifications agreed upon in writing by Seller and Buyer (“Specifications”). The Limited Warranty shall not cover noncompliance with the Specifications that results from (a) use of Goods in other than their normal and customary manner or not in compliance with Seller’s instructions; (b) neglect, abuse, or misuse; (c) accident, fire, flood, lightening or other acts of God, war, or other events beyond Seller’s reasonable control; (d) improper handling, operation, transport, storage, or environmental conditions; (e) unauthorized alterations or repairs; (f) improper or faulty installation, maintenance or service, including installations, service or maintenance not in compliance with standard industry practices; or (g) damage that occurs during shipment. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY CONTRACT, AT LAW, IN EQUITY, BY STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE GOODS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ANY WARRANY AGAINST DEFECTS IN DESIGN, MATERIALS OR WORKMANSHIP, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY AGAINST INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY PATENTS, TRADEMARKS, OR COPYRIGHTS. SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT GOODS AND SERVICES CONFORM TO ANY OTHER SPECIFICATIONS, DRAWINGS, DESIGNS, OR SAMPLES NOT AGREED TO IN WRITING BY SELLER AND BUYER.
Exclusive Remedy for Goods:
Seller will, in its sole discretion, repair or replace any Goods that fail to conform to the Specifications. The remedies provided herein will be the Buyer’s SOLE AND EXCLUSIVE REMEDY against Seller with respect to any Good and in lieu of any other remedies available at law, in equity, or otherwise. This remedy only will be available to Buyer for one year after the Good is delivered to Buyer, and Seller’s obligations hereunder will be void unless Buyer provides Seller with notice of the non-compliant Good within 30 days of the discovery of the noncompliance. The warranties and remedies for failure of Goods to comply with Specifications provided hereby are nontransferable to third persons by Buyer.
Exclusive Remedy for Services:
Buyer’s SOLE AND EXCLUSIVE remedy against Seller concerning any Service provided hereunder that fails to conform to the Specifications is the re-performance of that Service or, at Seller’s sole election, a refund of the purchase price for the Service, and such remedy will be in lieu of any other remedies available at law, in equity, or otherwise. This remedy only will be available to Buyer for one year after the Service is provided to Buyer, and Seller’s obligations hereunder will be void unless Buyer provides Seller with notice of the non-compliant Service within 30 days of the discovery of the noncompliance. The warranties and remedies for failure of Services to comply with Specifications provided hereby are nontransferable to third persons by Buyer.
Limitation of Liability:
NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTTED BY APPLICABLE LAW, IN NO EVENT WILL: (A) SELLER BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, LIQUIDATED, MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR OTHER DAMAGES, OR ATTORNEYS’ FEES OR COURT COSTS ARISING IN ANY MANNER PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, THE GOODS OR THE SERVICES (EVEN IF SELLER IS MADE AWARE OF THE POTENTIAL FOR SUCH DAMAGES); AND (B) SELLER’S TOTAL LIABILITY RELATED TO ANY GOOD OR SERVICE EXCEED THE PURCHASE PRICE OF SUCH GOOD OR SERVICE.
Buyer will indemnify, defend and hold harmless Seller, its shareholders, officers, directors, employees, agents, representatives, and third-party subcontractors from and against all losses, damages, liabilities, costs, and expenses including, without limitation, property damage, loss of profits or revenue, loss of use of any property, cost of capital, cost of purchased or replacement power or temporary equipment, personal or bodily injury, death or third party liability for claims of intellectual property infringement (“Losses”), that may arise pursuant to or in connection with this Agreement, the Goods, or the Services (including, without limitation, Losses arising in connection with the performance of Services on Buyer’s premises by Seller’s employees, representatives, agents, or subcontractors), regardless of whether such Losses are suffered directly by Buyer or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or not Seller or any third-party is proportionately negligent with respect to such Losses and/or Claim. For the avoidance of doubt and without limitation of the foregoing, this indemnification obligation requires Buyer to pay any judgments against Seller or any other indemnified party resulting from any Claim, any court costs of Seller or any other indemnified party in connection with any Claim, and any reasonable attorneys’ fees and disbursements incurred by Seller or any other indemnified party in Seller’s defense of any Claim. Seller will have the sole and exclusive right to conduct the defense of any Claim at Buyer’s sole and exclusive cost and expense. Buyer’s indemnification obligation does not depend on the truth or accuracy of any allegations made against Seller, Buyer or any third party.
Seller will have and retain all right, title, and interest in and to any and all trade secrets, technical data, sales service and product plans, methodologies, techniques, designs, molds, tools, samples, systems, know-how, expertise and other proprietary information that it may use pursuant to or in connection with any Services or Goods, and Buyer will not obtain a license to, or any other property rights in, any such Seller property pursuant to or in connection with this Agreement.
Seller will not be liable for its failure to perform under this Agreement (including, without limitation, the failure to deliver any Goods or perform any Services) due to circumstances beyond its control, including, without limitation, fire, flood, earthquake, pestilence or similar catastrophe; war, act of terrorism, or strike; lack or failure of transportation facilities, shortage of suitable parts, materials or labor; any existing or future law, rule, regulation, decree, treaty, proclamation, order of any governmental agency, or any other government act; inability to secure fuel, materials, supplies, equipment or power at reasonable prices or in sufficient amounts; act of God or the public enemy; or any other event or cause beyond Seller’s reasonable control, including, without limitation, any delay caused by Buyer (each, a “Force Majeure Event”). If any Force Majeure Event prevents Seller’s performance of any of its obligations under this Agreement, Seller will have the right to (a) change, terminate or cancel this Agreement, or (b) omit during the period of the Force Majeure Event all or any portion of the quantity of the Goods deliverable during that period, whereupon the total quantity deliverable under this Agreement will be reduced by the quantity omitted. If Seller is unable to supply the total demands for any Goods to be delivered under this Agreement due to a Force Majeure Event, Seller will have the right to allocate its available supply among its customers in whatever manner Seller deems to be fair and equitable. In no event will Seller be obligated to purchase materials from other than its regular sources of supply in order to enable it to supply Goods to Buyer under this Agreement. No change, cancellation or proration by Seller will be deemed to be a breach of any clause, provision, term, condition, or covenant of this Agreement.
Choice of Law and Venue:
The negotiation, execution, performance, termination, interpretation and construction of this Agreement will be governed by the internal laws of the State of Kansas, excluding any conflicts of laws rules and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods. If either Seller or Buyer brings a lawsuit or any other action arising out of this Agreement against the other party, such party must file its lawsuit or other action in a court of competent jurisdiction in the state of Kansas.
Any provision of this Agreement held to be invalid, illegal or unenforceable will be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof. The terms, conditions, and limitations set forth in this Agreement can be modified only by a subsequent written instrument signed by an authorized representative of Seller. This Agreement is the sole and exclusive agreement with respect to the matters discussed herein and the provision of Goods and Services hereunder and supersedes all prior and contemporaneous agreements and understandings, negotiations, inducements, representations or conditions, whether oral or written, whether express or implied, between Buyer and Seller with respect to such matters. Failure or inability of either party to enforce any right hereunder shall not waive any right in respect to any other or future rights or occurrences. All notices required or permitted to be given hereunder will be deemed to be properly given if delivered in writing personally, sent by United States certified or registered mail addressed, return receipt requested, or by nationally recognized overnight courier service providing for reasonable proof of delivery to Seller or Buyer. The effective time of notice will be upon delivery, if delivered personally, or two days after the date when deposited in the mail or with a courier, if mailed or sent by courier. The provisions hereof will survive indefinitely.