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| General
Terms & Conditions |
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i.
Governing Law and Jurisdiction: |
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All
disputes arising out of or related to these Terms and
Conditions or the sales transaction between AZZA (USA)
Tech. and Customer shall be governed by the laws of the
State of California, without regard to its conflicts of
law rules. Specifically, the validity, interpretation,
and performance of this agreement shall not be governed
by the United Nations Convention on the international
Sale of Goods. AZZA (USA) Tech. and Customer consent to
the exclusive jurisdiction and venue of the State Courts
of the State of California, Los Angeles County, to resolve
any dispute between them related hereto, and the parities
waive all rights to contest his exclusive jurisdiction
and venue of such Courts. Finally, the Customer also agrees
not to bring any legal action, based upon any legal theory
including contract, tort, equity or otherwise, against
AZZA (USA) Tech. that is more than one year after the
date of the applicable invoice. |
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ii.
Severability: |
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If
any provision contained in this agreement is or becomes
invalid, illegal or unenforceable in whole or in part,
such invalidity, illegality, or unenforceability shall
not affect the remaining provisions and portions of this
agreement, and the invalid, illegal, or unenforceable
provision shall be deemed modified so as to have the most
similar result that is valid and enforceable under applicable
California law. |
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iii.
Waiver: |
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The
failure of either party to require performance by the
other party of any provision of this agreement shall not
affect in any way the first party’s right to require such
performance at any time thereafter. Any waiver by either
party of a breach of any provision in this agreement shall
not be taken or held by the other party to be a continuing
waiver of the provision unless such waiver is made in
writing. |
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iv.
Entire Agreement: |
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These
terms and conditions, together with the AZZA (USA) Tech’s
invoice respecting the products ordered by Customer, are
the complete and exclusive agreement between AZZA (USA)
Tech. and Customer, and they supersede all prior or contemporaneous
proposals, oral or written, understandings, representations,
conditions, warranties, and all other communications between
AZZA (USA) Tech. and Customer relating to the subject
products. This agreement may not be explained or supplemented
by any prior course of dealings or trade by customer or
usage. |
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