General Terms and Conditions for the Sale of Goods or Services
NOTICE TO BUYER: These General Terms and Conditions for the Sale of Goods or Services (the “Terms and Conditions”) govern the sale of any Goods or Services as each is identified in the applicable Contract (as hereinafter defined) by and between LEC, INC., a Mississippi business corporation (the “Seller”) and the entity to which Seller is providing the subject Goods or Services (the “Buyer”). Seller’s agreement to sell any Goods or Services to Buyer is expressly conditioned on Buyer’s assent to these Terms and Conditions in addition to any and all terms and conditions set forth in a specific Contract. Buyer’s acceptance of Seller’s offer is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any purchase order submitted by Buyer to purchase Goods or receive Services from Seller shall constitute Buyer’s express assent to these Terms and Conditions. Unless otherwise specified in a particular quotation provided by Seller, Seller’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Seller at any time prior to Seller’s receipt of Buyer’s conforming acceptance. Fulfillment by Seller of any purchase order submitted by Buyer shall not constitute acceptance of any of Buyer’s terms and conditions (which are hereby expressly rejected by Seller), nor does such fulfillment serve to modify or amend these Terms and Conditions.
1. Definitions.
For purposes of this Terms and Conditions, the following terms shall have the following meanings unless otherwise expressly provided herein:
A. “Contract” shall mean either (i) a written agreement signed by both Seller and Buyer; (ii) a written purchase order signed by Buyer and accepted by Seller for the sale of Goods and/or Services, together with (a) these Terms and Conditions, (b) Seller’s final written quotation identifying the particular scope and proposal pertaining to the Goods and Services, (c) the agreed scope(s) of work, and (d) Seller’s written order acknowledgement, but shall expressly exclude any and all additional or different terms proposed by Buyer as set forth in the Notice to Buyer section of these Terms and Conditions. To the extent that the specific terms and conditions of a particular Contract are in conflict with these Terms and Conditions, the terms and conditions of such Contract shall prevail.
B. “Contract Price” shall mean the agreed price stated in a particular Contract for the sale of Goods and/or Services from Seller to Buyer, including adjustments (if any) in accordance with the specific terms of such Contract.
C. “Delivery Point” shall mean Seller’s facilities located in Pearl, Mississippi.
D. “Force Majeure Event” shall mean, collectively, any acts or circumstances beyond the reasonable control of Seller or Buyer including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic (including, without limitation, the COVID-19 pandemic), lockouts, strikes or other labor disputes not relating to either Seller or Buyer’s workforce, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, raw materials or telecommunication breakdown or power outage.
E. “Goods” shall mean the equipment, parts, materials, supplies, and other goods Seller has agreed to sell to Buyer under the Contract.
F. “Notice(s)” shall mean any and all notices, requests, consents, claims, demands, waivers, correspondence and other communications between Buyer and Seller as may be required under any Contract, these Terms and Conditions or otherwise.
G. “Services” shall mean the services Seller has agreed to sell to and perform for Buyer under a particular Contract.
2. Acceptance, Delivery and Shipping Terms.
A. Seller’s Right to Accept or Reject Contract. Seller expressly reserves the right to accept or reject any Contract for any reason and in its sole and exclusive discretion. Seller’s acceptance may be made by written confirmation (including email, issuance of an invoice or otherwise) or by delivering the Goods, whichever occurs first; provided however, that Seller’s mere confirmation of receipt of any Contract shall not constitute Seller’s acceptance of the same and no Contract shall be binding on Seller unless accepted as set forth in these Terms and Conditions. Additionally, any Contract not accepted by Seller within thirty (30) days subsequent to Seller’s receipt thereof shall be deemed to be rejected by Seller.
B. Delivery. Unless otherwise agreed to in writing between Seller and Buyer, Goods will be delivered within a reasonable time after the receipt of a signed Contract, subject to the availability of finished Goods. To the extent Seller provides shipping and delivery dates, such dates are estimates only and shall not be deemed to be either (i) a material term or condition of any Contract; (ii) a guaranteed delivery date; and/or (iii) a binding covenant of Seller. Seller shall deliver or make the Goods available to the carrier at the Delivery Point using Seller’s standard methods for the packaging and shipping of such Goods. Buyer shall pay all shipping and delivery costs and charges or pay Seller’s standard shipping charges plus handling. Partial deliveries are permitted. Seller may deliver Goods in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed without interruption. Delivery is deemed to have occurred upon Seller delivering or making the Goods available to the carrier at the Delivery Point. If the Goods delivered do not correspond in quantity, type, or price to those itemized in the shipping invoice or documentation, Buyer shall notify Seller within ten (10) days subsequent to Buyer’s receipt thereof.
C. Shipping Terms. Unless otherwise agreed to in writing by the Parties, delivery shall be made FCA Delivery Point (Incoterms 2020).
D. Title and Risk of Loss. For shipments of Goods that do not involve export, title to and risk of loss of the Goods shall pass to Buyer upon delivery of the Goods at the Delivery Point. For shipments to another country, title to and risk of loss of the Goods shall pass to Buyer immediately after each item departs from the territorial land of the continental United States. In such circumstances when Buyer arranges export shipment of the Goods, Buyer will provide Seller evidence of exportation acceptable to the relevant tax and custom authorities.
E. Buyer’s Inability to Receive Delivery. If any Goods to be delivered under a particular Contract cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer, Seller at its option may ship the Goods to a storage facility or to an agreed freight forwarder. In such circumstances, (i) the full Contract Price shall be immediately due and payable; (ii) a processing fee of two percent (2.00%) of the Contract Price will be charged to and payable by Buyer; and (iii) when conditions permit and upon payment of all amounts due and owing, Seller shall make the Goods available to Buyer for final delivery. Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the Contract Price to reflect the actual quantity delivered.
3. Contract Price.
A. In General. Buyer shall purchase from Seller the Goods and/or Services (as applicable) at the Contract Price. Buyer expressly acknowledges and agrees that the Contract Price set forth in Seller’s quotation shall be subject to change without prior Notice upon the expiration of such quotation as set forth in the Notice to Buyer section of these Terms and Conditions. The Contract Price shall be confidential and not subject to disclosure to any third party in accordance with the provisions of Article 11 hereof.
B. Taxes. All Contract Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer, and Buyer shall be responsible for the payment of all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, receipts or otherwise.
C. Shipping Charges. All Contract Prices are exclusive of all applicable shipping and handling charges (which will be added to the invoice if prepaid by Seller), and in any event the Buyer shall be responsible for the payment of any and all such amounts.
4. Payment of Contract Price.
A. Terms. Unless otherwise previously agreed to in writing between Seller and Buyer, terms of payment are cash, payable to Seller in United States Dollars NET 30 days subsequent to the date of Seller’s invoice, or at the option of Seller by letter of credit payable in United States Dollars to be paid upon submittal of shipping documents.
B. Late Payments. Buyer shall pay interest on all payments made outside of the terms set forth in Section 4(A) at the greater of either (i) one point five zero percent (1.50%) per month; or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs.
C. No Set-Off. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, failure to perform or otherwise.
D. Disputed Invoice(s). If Buyer disputes Seller’s invoice or any portion thereof, Buyer shall notify Seller in writing within thirty (30) days of receipt of said invoice and detail with specificity the reason for the dispute and shall nonetheless pay all undisputed amounts. All charges not timely disputed by Seller in writing shall be deemed to be undisputed and shall be due and payable as set forth above.
E. Adequate Assurances. If Seller determines in its sole discretion that Buyer’s financial condition is inadequate, unsatisfactory or that there is a reasonable likelihood the Buyer’s ability to perform may be impaired, then in addition to any other rights Seller may without penalty or liability to Buyer (i) cancel any Contract or purchase order; (ii) reduce or terminate any credit extended to Buyer; (iii) require full or partial payment of the Contract Price or otherwise modify the payment terms specified in Section 4(A); (iv) delay or suspend any further shipment of Goods or provision of Services; (v) demand written adequate assurance of performance from Buyer by tendering written Notice; and/or (vi) any combination of the foregoing. No action taken by Seller under this Section 4(E) nor any failure of Seller to do the same shall constitute a waiver by Seller of any of its rights to enforce Buyer’s obligations under a particular Contract.
5. Reservation of Security Interest.
Notwithstanding the passing and title and risk of loss as provided in Article 2 hereof, as collateral security for the full payment of the Contract Price, Buyer hereby expressly grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of and to any of the foregoing. The security interest granted under this Article 5 constitutes a purchase money security interest under the provisions of Article 9 of the Uniform Commercial Code as adopted in the State of Mississippi, and Seller at its sole option shall have the right to file any and all financing statement(s) and/or other document(s) in any relevant jurisdiction and take any action Seller deems necessary to fully establish protection of its security interest in the Goods; provided however, the failure of Seller to file any such financing statement(s) or other document(s) shall not in any way act as a waiver of Seller’s right to such security interest.
6. Cancellation of Purchase Order.
Buyer may cancel an accepted purchase order only with the prior written consent of Seller (which Seller may withhold in its sole and exclusive discretion), and any such cancelation shall be subject to Buyer’s obligation to pay to Seller all of Seller’s reasonable charges associated with such cancellation.
7. Inspection and Acceptance of Goods.
Buyer expressly covenants and agrees to inspect all Goods within ten (10) business days subsequent to receipt thereof, and Buyer shall be deemed to have accepted all received Goods unless within such five (5) day period Buyer provides Notice to Seller that the Goods do not conform to the specifications set forth in the Contract. Buyer shall return to Seller any nonconforming Goods identified in Buyer’s written Notice, and at its sole option Seller may either (A) repair or replace any nonconforming Goods, or (B) refund to Buyer the purchase price for such nonconforming Goods, which in either case shall be Buyer’s sole and exclusive remedy for delivery of such nonconforming Goods. Notwithstanding the foregoing, no returns of special, custom, or made-to-order Goods will be permitted (unless such Goods have been manufactured/fabricated by Seller), and no event shall any returns be permitted more than sixty (60) days subsequent to Buyer’s receipt thereof.
8. Disclaimer of Warranties, Use Restrictions and Limitation of Liability.
A. Warranty and Disclaimer. Seller warrants that (i) all Goods sold to Buyer and manufactured by Seller shall, at the time of sale, comply with the applicable Contract specifications; (ii) all Goods not manufactured by Seller (including goods incorporated into any finished product manufactured by Seller) are sold only with the warranties provided by the manufacturer of such Goods (if any); and (iii) unless expressly set forth in a particular Contract, Seller makes no warranties with respect to any Services provided to Buyer. SELLER MAKES NO OTHER WARRANTY(IES) WITH RESPECT TO THE GOODS OR SERVICES, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. BUYER EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF. NO REPRESENTATIVE OF SELLER HAS THE AUTHORITY TO MAKE ANY OTHER WARRANTY AND/OR MODIFY THIS DISCLAIMER IN ANY MANNER.
B. Use Restrictions, Indemnity. The following provisions pertain to the specific use of the Goods:
(i). Goods Not for Consumer Use. Any and all Goods sold by Seller are strictly intended only for commercial or industrial use (as applicable) and are not intended for use either by consumers or as “consumer goods” (as defined in the Uniform Commercial Code and/or any other applicable law); accordingly, Seller hereby expressly disclaims any and all warranties applicable to consumers, consumer goods and/or transactions involving consumer goods, including without limitation any such warranties as may be created under the Magnuson-Moss Warranty Act, the Uniform Commercial Code as adopted in any domestic jurisdiction, and/or any other applicable state or federal law(s). Any inspection services provided by Seller at Buyer’s request are provided strictly as a courtesy, and unless a particular Contract expressly states to the contrary shall not be deemed to act as any form of warranty or approval of Buyer’s installation, use, or maintenance of the Goods (or any of them) and in no case shall Seller be liable for any failure to detect Buyer’s improper use, installation or maintenance of the Goods (or any of them).
(ii). Goods Not for Use in Certain Applications. Unless specifically provided for in a particular Contract, the Goods shall not be used in connection with any application or hazardous activity where the failure of a single component could cause substantial harm to persons or property. If any Goods are used in such applications, Buyer expressly warrants, covenants and agrees to indemnify, defend, and hold Seller harmless from any and all causes of action, claims, costs, liabilities, and losses that arise from or relate to the use of the Goods in such applications or activities, including attorneys’ fees and costs and expenses related to the enforcement by Seller of any such indemnification obligation.
(iii). Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all damages, losses, expenses and costs (including reasonable attorneys’ fees and costs and expenses related to the enforcement by Seller of any such indemnity obligation) arising out of, related to or in connection with any claims brought by a third party on account of either personal injury and/or damage to tangible property in connection with Buyer’s obligations under any Contract, these Terms and Conditions, the use restrictions set forth in this Section 8(B), and/or Buyer’s installation, use, maintenance, handling or resale of the Goods.
C. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT OR DIMINUTION IN VALUE, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ADDITIONALLY, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE CONTRACT EXCEED THE AGGREGATE SUM TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE SPECIFIC GOODS OR SERVICES PURCHASED BY BUYER HEREUNDER THAT ARE THE SUBJECT OF ANY CLAIM. THE LIMITATION OF LIABILITY DESCRIBED IN THIS SECTION 8(C) IS A MATERIAL BASIS FOR THE BARGIN BETWEEN SELLER AND BUYER AND REFLECTS THE NEGOTIATED ALLOCATION OF RISK BETWEEN THEM.
9. Compliance with Laws.
A. In General. Seller shall make reasonable effort to ensure the Goods are in conformity with applicable laws and regulations; provided however, that Buyer expressly acknowledges that the Goods may be used in jurisdictions for various applications subject to disparate regulations and accordingly that Seller cannot and does not warrant compliance with all applicable laws and regulations. Seller expressly disclaims any representation or warranty that the Goods conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
B. Export Laws. The Goods and any technology or software associated therewith may be subject to various export laws promulgated either by the United States and/or foreign jurisdictions, and Seller is committed to complying with all applicable export laws. If the Goods are being exported from the United States the following statement applies: “These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations (EAR) 15 CFR Parts 730–774, and diversion contrary to this or other any applicable laws of the United States is expressly prohibited.” Buyer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination, and all of Seller’s obligations are conditioned upon Buyer’s compliance with all United States and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct the Goods other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice. Buyer agrees to indemnify, defend, and hold Seller harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations, including reasonable attorneys’ fees and costs and expenses related to the enforcement by Seller of any such indemnification obligation.
C. Buyer Representations. Buyer expressly warrants and represents to Seller that (i) Buyer is not subject to any trade sanctions imposed by the United States, the European Union and/or the United Nations and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls imposed with respect to the Goods and immediately upon request shall provide evidence of such compliance to Seller; (ii) Buyer is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 (et seq.), and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official; (iii) Buyer is not on, nor is Buyer associated with any organization that is on, any list of entities maintained by the United States that identifies parties to which the sale of goods or services is restricted or prohibited; and (iv) if subject to the European Union’s General Data Protection Regulation (EU) 2016/679, that Buyer shall comply with all applicable provisions thereof.
10. Termination.
In addition to any other remedy(ies) provided to Seller under these Terms and Conditions, Seller may terminate any Contract with immediate effect upon written Notice to Buyer, if either (i) Buyer fails to pay any amount when due under the Contract and such failure continues for thirty (30) days after Buyer’s receipt of written Notice of nonpayment; (ii) Buyer has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; (iii) Buyer has failed timely respond to Seller’s demand for adequate assurances as provided in Section 4(E); and/or (iv) Buyer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
11. Confidential Information.
All non-public, confidential or proprietary information of Seller or provided by Seller, including but not limited to the Contract terms, the Contract Price, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with any Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Article 11; provided however, that this Article 11 does not apply to information that is either (A) in the public domain through no fault of Buyer; (B) known to Buyer at the time of disclosure; and/or (C) rightfully obtained by Buyer on a non-confidential basis from a third party that had a lawful right to disclose it. Notwithstanding anything to the contrary contained in these Terms and Conditions, Buyer’s confidentiality obligations shall survive for a period of three (3) years subsequent the expiration or termination of either (i) the latest-dated Contract between Seller and Buyer, or (ii) these Terms and Conditions, whichever is later.
12. General Provisions.
A. Entire Agreement, Modification. The Contract together with these Terms and Conditions constitutes the entire agreement between Seller and Buyer and supersede all prior and contemporaneous discussions, understandings, negotiations and agreements related to the subject matter hereof. These Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of both Seller and Buyer.
B. Waiver. No waiver by Seller of any of the provisions of any Contract or these Terms and Conditions is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from any Contract or these Terms and Conditions shall operate or be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
C. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under any Contract or these Terms and Conditions without first obtaining the prior written consent of Seller (which may be withheld for any reason in Seller’s sole and exclusive discretion). Any purported assignment or delegation in violation of this Section 12(C) is null and void and shall not relieve Buyer of any of its obligations under any Contract, these Terms and Conditions or otherwise.
D. Notices. All Notices shall be in writing and addressed to Seller or Buyer (as applicable) at their respective address(es) set forth in any Contract or to such other address that may be designated by the receiving party in writing, and shall be delivered either by (i) personal delivery, (ii) nationally recognized overnight courier (with all fees pre-paid), (iii) electronic transmission (with confirmation of transmission), or (iv) certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in any Contract, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 12(D).
E. Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from a Force Majeure Event, and Seller at its sole and exclusive option may terminate any Contract with immediate effect upon the occurrence of any Force Majeure Event that continues for thirty (30) or more consecutive days. If Seller’s performance of its obligations under any Contract is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed to be in breach of its obligations under such Contract nor otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
F. Relationship of the Parties. Nothing contained in any Contract or these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Seller and Buyer, as such relationship between said is strictly that of independent contractors and/or vendor/vendee (as applicable in the circumstances), and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
G. No Third Party Beneficiaries. Any Contract between Seller and Buyer is strictly for the sole benefit of the such parties and their respective successors and permitted assigns, and nothing contained in any Contract and/or these Terms and Conditions, either express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the terms of any Contract or these Terms and Conditions.
H. Governing Law, Jurisdiction and Venue. Any and all matters arising out of or relating to any Contract and/or these Terms and Conditions shall governed by and construed in accordance with the laws of the State of Mississippi, without giving effect to any choice or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any legal suit, action or proceeding arising out of or relating to any Contract or these Terms and Conditions shall be commenced in the appropriate state or federal court(s) of the State of Mississippi, and Seller and Buyer each submit and consent to the exclusive jurisdiction of said court(s). For avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any Contact and/or these Terms and Conditions.
I. Severability and Survival. If any term or provision of any Contract or these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of any Contract and/or these Terms and Conditions which by their nature should apply beyond the applicable term of any Contract will remain in force and effect after the termination or expiration the Contract or of these Terms and Conditions (as applicable) including without limitation Articles 8 (Disclaimer of Warranties, Use Restrictions and Limitation of Liability), 9 (Compliance with Laws), 11 (Confidential Information) and 12 (General Provisions) hereof.