PARTIES A REASONABLE COMMENT PERIOD,
PRIOR TO ISSUANCE OF THE FINAL ARBITRAL AWARD.
THE AWARD IN ANY SUCH
ARBITRATION SHALL BE FINAL, BINDING AND CONCLUSIVE, SUBJECT ONLY TO SUCH RIGHTS
OF APPEAL AS ARE PROVIDED FOR UNDER THE AAA RULES.
WHEN FINAL, THE AWARD MAY BE
ENTERED AS A JUDGMENT IN ANY COURT HAVING JURISDICTION.
NOTWITHSTANDING THE
FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE RELIEF FROM ANY FEDERAL OR STATE
COURT LOCATED THE CUYAHOGA COUNTY, OHIO HAVING JURISDICTION OVER THE SUBJECT
MATTER, AND EACH PARTY HEREBY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH
COURTS.
23.7
FORCE MAJEURE.
(A)
NEITHER PARTY SHALL BE LIABLE FOR A FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THE AGREEMENT, OTHER THAN THE PAYMENT OF MONEY, WHERE SUCH
FAILURE ARISES FROM CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL INCLUDING,
WITHOUT LIMITATION, STRIKES, LOCKOUTS, ACTS OF GOD, ACTS OF ANY GOVERNMENT OR
INSTRUMENTALITY THEREOF, WAR, UNAVAILABILITY OF RAW MATERIALS OR BREAKDOWN OF
EQUIPMENT NOT ATTRIBUTABLE TO THE ACT OR OMISSION OF THE PARTY CLAIMING FORCE
MAJEURE, AND ANY SIMILAR CAUSES (NOT INCLUDING CHANGE IN BUSINESS CONDITIONS OR
LACK OF ECONOMIC FEASIBILITY), AND WITHOUT THE FAULT OR NEGLIGENCE OF THE PARTY
THAT FAILS TO PERFORM (COLLECTIVELY, A "FORCE MAJEURE EVENT").
20
(B)
NO SUCH FAILURE SHALL BE CONSIDERED A BREACH OF THE AGREEMENT,
PROVIDED THAT THE PARTY AFFECTED BY SUCH CIRCUMSTANCES SHALL USE BEST EFFORTS
TO: (I)
PROMPTLY NOTIFY THE OTHER PARTY OF THEIR EXISTENCE; (II) MINIMIZE
POTENTIAL COST, LOSS OR DAMAGE TO THE OTHER PARTY DUE TO SUCH NON-PERFORMANCE OR
FAILURE; (III) PERFORM OR CONTINUE ALL OTHER DUTIES AND OBLIGATIONS UNAFFECTED
BY SUCH FORCE MAJEURE; AND (IV) RESUME AND COMPLETE PERFORMANCE IMMEDIATELY UPON
THE TERMINATION OF THE FORCE MAJEURE EVENT OR AS SOON AS THE FORCE MAJEURE EVENT
MAY BE ALLEVIATED.
WHENEVER EITHER PARTY IS REASONABLY CERTAIN THAT SUCH AN
EVENT IS LIKELY TO OCCUR, AS SOON AS PRACTICABLE IT SHALL NOTIFY IN WRITING AND
CONSULT WITH THE OTHER PARTY.
PROVIDED THE AFFECTED PARTY HAS GIVEN TIMELY
NOTICE OF THE ABOVE DELAY, THE AGREEMENT SCHEDULE SHALL BE EXTENDED FOR THE
NUMBER OF CALENDAR DAYS EQUAL TO THE DELAY.
IF A FORCE MAJEURE EVENT SHALL
CONTINUE CUMULATIVELY FOR MORE THAT SIXTY (60) DAYS (WHETHER OR NOT
CONTINUOUSLY) DURING ANY 365-DAY PERIOD DURING THE TERM OF THE AGREEMENT OR ANY
EXTENSIONS THEREOF, EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THE AGREEMENT
UPON THIRTY (30 ) DAYS PRIOR WRITTEN NOTICE.
23.8
GOVERNING LAW.
THE AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ALL
RESPECTS BY THE LAWS OF THE STATE OF OHIO, U.S.A. WITHOUT REGARD TO CONFLICT OF
LAWS CONSIDERATIONS.
IMPLEMENTATION, JURISDICTION AND VENUE OF ANY MEDIATION,
ARBITRATION, LITIGATION OR OTHER DISPUTE RESOLUTION MODALITY BETWEEN THE PARTIES
ARISING OUT OF OR RELATING TO THE AGREEMENT, THE DELIVERABLES OR THE SERVICES
PROVIDED WILL LAY EXCLUSIVELY WITHIN THE BOUNDARIES OF CUYAHOGA COUNTY, OHIO,
AND FIBERSTARS AND ADLT EACH EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
IMPLEMENTATION, JURISDICTION AND VENUE.
THE UNITED NATIONS CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL