MATERIAL PORTION OF ITS ASSETS SEIZED, ATTACHED, LEVIED UPON OR SUBJECT TO A
RECEIVERSHIP OR ASSIGNMENT FOR THE BENEFIT OF CREDITORS, BECOMES A DEBTOR IN ANY
VOLUNTARY OR INVOLUNTARY CASE UNDER THE UNITED STATES BANKRUPTCY CODE AS FROM
TIME TO TIME IN EFFECT AND/OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS
GENERALLY AS THEY BECOME DUE OR TO PERFORM HEREUNDER. IN ADDITION, EACH PARTY
SHALL HAVE ALL RIGHTS AND REMEDIES PROVIDED UNDER THE UNIFORM COMMERCIAL CODE
AND/OR OTHER APPLICABLE LAW AS FROM TIME TO TIME IN EFFECT.
TERMINATION SHALL
NOT AFFECT THE LIABILITY, IF ANY, OF EITHER PARTY FOR BREACH OF THIS AGREEMENT.
12.
RELATIONSHIP OF THE PARTIES.
ALL WORK OR
OBLIGATIONS PERFORMED BY EITHER PARTY HEREUNDER SHALL BE PERFORMED AS AN
INDEPENDENT CONTRACTOR AND NOT AS AN AGENT OF THE OTHER PARTY.
EACH PARTY
ACKNOWLEDGES THAT IT DOES NOT HAVE AUTHORITY TO OBLIGATE OR BIND THE OTHER PARTY
IN ANY WAY.
NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED TO CREATE AN
AGENCY, A PARTNERSHIP OR A JOINT VENTURE BETWEEN THE PARTIES HERETO.
13.
GOVERNING LAW; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY,
THE INTERNAL LAWS OF THE STATE OF KANSAS, WITHOUT GIVING EFFECT TO PROVISIONS
THEREOF REGARDING CONFLICT OF LAWS.
(B)
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS OR EVENTS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
HERETO.
THE PARTIES EACH AGREE THAT ANY AND ALL SUCH CLAIMS AND CAUSES OF
ACTION SHALL BE TRIED BY THE COURT
7
WITHOUT A JURY.
EACH OF THE PARTIES FURTHER WAIVES ANY RIGHT TO SEEK TO
CONSOLIDATE ANY SUCH LEGAL PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.
14.
OTHER PROVISIONS.
(A)
ANY ACTION FOR BREACH OF THIS AGREEMENT
(OTHER THAN CLAIMS FOR PAYMENT OF THE PRICE OF THE PRODUCT) SHALL BE COMMENCED
WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
(B)
THIS AGREEMENT SHALL IN NO WAY RESTRICT THE
RIGHT OF SUPPLIER TO SELL (I) PRODUCTS FOR USE IN PRODUCING 10% BULK IRON
DEXTRAN SOLUTION FOR VETERINARY USE TO CUSTOMERS OTHER THAN PURCHASER OUTSIDE OF
THE UNITED STATES OF AMERICA, OR (II) PRODUCTS FOR USE OTHER THAN PRODUCING 10%
BULK IRON DEXTRAN SOLUTION FOR VETERINARY USE TO CUSTOMERS OTHER THAN PURCHASER
WITHIN OR OUTSIDE OF THE UNITED STATES OF AMERICA.
(C)
ANY WAIVER OF ANY OF THE TERMS OF OR
PERFORMANCE DUE UNDER THIS AGREEMENT SHALL APPLY ONLY TO THE SPECIFIC MATTER
INVOLVED AND WILL NOT BE DEEMED TO CONSTITUTE A WAIVER OF OTHER OR FUTURE RIGHTS
OR