(a) GOVERNING LAW/JURISDICTION/WAIVER OF JURY TRIAL
This Agreement shall be governed and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws rules. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Illinois law, but, if any provision of this Agreement shall be invalid or prohibited under Illinois Law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement. Customer agrees to waive their rights to a jury trial for any and all claims made against or through Company. Any claims by Customer arising under the Agreement must be brought in a court of competent jurisdiction located in the geographic area in which Company has its original place of business at the time of commencement of litigation proceedings. Customer waives any objection to the jurisdiction and venue of such courts. This exclusive choice of jurisdiction does not preclude Customer or Company from bringing an action to enforce any judgment or judicial order in any other jurisdiction.
Failure by either party at any time to require performance by the other party or to claim a breach of any provision of the Agreement will not be construed as a waiver of any subsequent breach or affect the effectiveness of the Agreement, nor prejudice either party with regard to any subsequent action.
(c) FORCE MAJEURE
Company shall not be held liable for any delay, interruption, or failure to perform any of its obligations under the Agreement, and shall be excused from any further performance, due to circumstances beyond its reasonable control, which circumstances shall include, but not be limited to, any act of God, any act of any governmental authority, insurrection, riots, national emergencies, war, acts of public enemies, terrorism, inability to secure adequate labor or material, strikes, lock-outs or other labor difficulties, failure or delay of transportation, fires, floods, storms, explosions, severe weather conditions, earthquakes, or other catastrophes or serious accidents, epidemics or embargoes.
All of the provisions of the Agreement shall apply to, bind and be obligatory upon the heirs, executors, administrators, representatives, successors and assigns of the parties hereto.
(e) ENTIRE AGREEMENT
The Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements or understanding with respect thereto. There are no representations, warranties, or agreements by or between the parties, which are not fully set forth in the Agreement, and no representative of Company or Company’s agents is authorized to make any representations, warranties or agreements other than as expressly set forth herein.