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11 . Force Majeure <br />(a) Forces Majeure. Neither party shall be considered in default in the performance of its obligations hereunder <br />(other than any obligation to make a payment of money) or be liable in damages or otherwise to the other party <br />for any failure or delay in its performance that is due to or cause by a "Force Majeure" event. For purposes of <br />this Agreement, "Force Majeure" shall mean any of the following: a strike, lockout, concerted act or workers or <br />other industrial disturbance; embargo, fire or explosion; flood, earthquake, tornado ,hurricane, severe storm or <br />other natural catastrophe; health epidemics or pandemics; civil disturbance, riot, terrorist act,. war or other <br />armed conflict (whether declared or undeclared); curtailment, shortage, rationing or allocation of normal <br />sources of supply of labor, materials, transportation, energy or utilities; accident; act of God; delay of any <br />subcontractors or vendors; sufferance or voluntary compliance with an act of government or government <br />regulation (whether or not valid); machinery or equipment breakdown; or any other event whether similar or <br />dissimilar to any of the foregoing enumerated events or categories of events that is beyond. the reasonable <br />control of the party claiming the Force Majeure and not due to such party's negligence. <br />(b) Strikes- Neither party shall be required to make any concession or grant any demand or request to bring to an <br />end any strike or other concerted act of workers. Air Products is not.pbligated to make any such delivery and <br />may elect to treat any strike or concerted act of workers as a -Force 1Vlajeure event excusing its performance. <br />(c) Notice of Force Majeure. A party affected by Force Majeure event shall promptly upon learning of such event <br />and ascertaining that it has or will affect its performance hereunder give notice to the other party stating at a <br />minimum the nature of the event, its anticipated duration and any action being taken to avoid or minimize its <br />effect. <br />(d) A/location of Hydrogen. If a Force Majeure event only partially reduces Air Products' ability to produce or <br />deliver Hydrogen, Air Products may in its discretion allocate its available supply among Buyer and Air Products' <br />other customers in a fair and equitable manner. <br />12. General Provisions <br />(a) Acceptance; Counterparts- This Agreement is subject to acceptance by a duly authorized representative of <br />Air Products. It may be executed in any number of counterparts, each of which shall be an original but all of <br />which shall be construed together and together shall constitute but one and the same Agreement. <br />(b) Entire Agreement; Amendment; Headings. No terms and conditions in any form of purchase order, order <br />acknowledgment or other acceptance form of Buyer issued with respect to this transaction shall alter the terms <br />hereof and objection is hereby made to all such additional or different terms. Acceptance is expressly limited to <br />the terms offered herein. No modification or waiver of this Agreement shall bind Air Products unless in writing <br />and signed and accepted by a duly authorized representative of Air Products. All headings are for reference <br />and ease of use only and shall not be used to interpret or construe any term or provision of this Agreement. <br />(c) Dispute Resolution. Any dispute between the parties relating to this Agreement that cannot be resolved with <br />reasonable promptness shall be referred to each party's senior manager in an effort to obtain prompt resolution. <br />Neither party shall commence any action against the other until the expiration of sixty (60) days from the date of <br />referral to such senior managers; provided however, this shall not preclude a party from instituting an action <br />seeking injunctive relief to prevent irreparable damage to such party. <br />-s-