OF BUYER, ACTS OF THE GOVERNMENT OR THE PUBLIC ENEMY, FIRE, FLOOD,
EPIDEMICS, QUARANTINE RESTRICTIONS, STRIKES, FREIGHT EMBARGOES, SEVERE WEATHER,
EQUIPMENT BREAKAGE OR DEFAULT OF SUPPLIERS DUE TO ANY OF SUCH CAUSES (EACH A
"FORCE MAJEURE EVENT"). IN THE EVENT OF ANY SUCH DELAY OF HSC'S PERFORMANCE,
BUYER SHALL HONOR ITS OBLIGATIONS HEREUNDER AS SOON AS HSC IS ABLE TO PERFORM.
IN ADDITION, IF DUE TO A FORCE MAJEURE EVENT, HSC IS UNABLE TO PRODUCE
SUFFICIENT GOODS TO MEET ALL DEMANDS FROM CUSTOMERS AND INTERNAL USES, HSC SHALL
HAVE THE RIGHT TO ALLOCATE PRODUCTION AMONG ITS CUSTOMERS AND PLANTS IN ANY
MANNER IN WHICH HSC MAY DETERMINE TO BE EQUITABLE.
BUYER SHALL NOT BE LIABLE FOR DELAYS OR FAILURES IN MEETING ITS PAYMENT
OBLIGATIONS AS SET FORTH IN SECTION 6, IF SUCH FAILURE ARISES OUT OF OR RESULTS
FROM CAUSES BEYOND ITS CONTROL. SUCH CAUSES INCLUDE, BUT ARE NOT LIMITED TO,
ACTS OF GOD, ACTS OF HSC, ACTS OF THE GOVERNMENT OR THE PUBLIC ENEMY, FIRE,
FLOOD, EPIDEMIC, QUARANTINE RESTRICTIONS, STRIKES, FREIGHT EMBARGOES, OR SEVERE
WEATHER (EACH A "FORCE MAJEURE EVENT"). IN THE EVENT OF ANY SUCH DELAY OF
BUYER'S PERFORMANCE, HSC SHALL HONOR ITS OBLIGATIONS HEREUNDER AS SOON AS BUYER
IS ABLE TO PERFORM.
20.
CHOICE OF LAW. THE AGREEMENT IS MADE IN, AND
SHALL BE GOVERNED AND CONTROLLED IN ALL RESPECTS BY THE LAWS OF THE STATE OF
MICHIGAN, USA (SPECIFICALLY DISCLAIMING THE U.N. CONVENTION CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS) AND ALL DISPUTES, INCLUDING INTERPRETATION,
ENFORCEABILITY, VALIDITY, AND CONSTRUCTION, SHALL BE DETERMINED UNDER THE LAW OF
THE STATE OF MICHIGAN, WITHOUT REGARD TO ANY CONFLICT OF LAW PROVISIONS.
21.
CHOICE OF FORUM. THE PARTIES SUBMIT TO THE
EXCLUSIVE JURISDICTION AND VENUE OF THE U.S. DISTRICT COURT FOR THE EASTERN
DISTRICT OF MICHIGAN FOR ALL DISPUTES ARISING, DIRECTLY OR INDIRECTLY, UNDER
THIS AGREEMENT.
22.
WAIVER. EITHER PARTY'S FAILURE TO EXERCISE A
RIGHT OR REMEDY OR SUCH PARTY'S ACCEPTANCE OF A PARTIAL OR DELINQUENT PAYMENT
SHALL NOT OPERATE AS A WAIVER OF ANY OF SUCH PARTY'S RIGHTS OR THE OTHER PARTY'S
OBLIGATIONS UNDER THE AGREEMENT AND SHALL NOT CONSTITUTE A WAIVER OF SUCH
PARTY'S RIGHT TO DECLARE AN IMMEDIATE OR A SUBSEQUENT DEFAULT.
23.
SEVERABILITY. IF ONE OR MORE OF THE
PROVISIONS OF THIS AGREEMENT SHALL BE FOUND, BY A COURT WITH JURISDICTION, TO BE
ILLEGAL, INVALID OR UNENFORCEABLE, IT SHALL NOT AFFECT THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF ANY OF THE REMAINING PROVISIONS OF THIS AGREEMENT. THE PARTIES
AGREE TO ATTEMPT TO SUBSTITUTE FOR ANY ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION A LEGAL, VALID OR ENFORCEABLE PROVISION THAT ACHIEVES TO THE GREATEST
EXTENT POSSIBLE THE ECONOMIC OBJECTIVES OF THE ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION.
24.
INTEGRATION. THE AGREEMENT CONSTITUTES THE
ENTIRE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF
THE AGREEMENT AND SUPERSEDES ANY PRIOR DISCUSSIONS, NEGOTIATIONS, AGREEMENTS,
MEMORANDA OF UNDERSTANDING AND THE
HSC and Buyer Confidential
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CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
7
LIKE. MODIFICATIONS TO