Shepard shall be excused for any failure or delay in performance which might be due, in whole or part, directly or indirectly, for any loss or damage caused by acts of God; accident or casualty; war or warlike activities; insurrection or civil commotion; supply, labor, engineering, or transportation difficulties; acts of any government; strikes; blockades; boycotts; lockouts or any other causes, whether or not similar in nature to those specified herein, beyond Shepard’s control.
Shepard’s responsibility for warranty claims is limited to replacement under this Agreement.
Should any legal action be commenced, the prevailing party in such legal action shall be entitled to recover reasonable attorney fees and costs, including the costs of expert witnesses.
Mediation and Arbitration:
Should any dispute arise regarding this agreement, the complaining party shall first, before filing a lawsuit, and demand that the dispute be submitted to mediation in front of a certified mediator. If mediation does not bring about a resolution to the dispute, then the matter shall be submitted to binding arbitration in front of an arbitrator. The arbitrator’s award shall then be entered into the court of the company’s local authority.
Grant of Security Interest:
Customer hereby grants to Shepard, its successors, and assigns, a security interest in any and all products supplied by Shepard or installed by Shepard in order to guarantee payment of all sums owing to Shepardfor the material provided by ShepardManufacturing.
Governing Law and Venue:
This agreement shall be governed and construed in accordance with the laws of the State of California. Should any legal action be commenced, the venue for such legal action shall be in the court of the local company’s authority.
Shepard and/or its suppliers have no liability for lost profits, loss of business, or other consequential, special, indirect, or punitive damages, to customers or for any claim by any third party except as expressly provided for in this Agreement. In no case shall Shepard’s liability for damages exceed the invoice amount paid by the customer.
Customers may not assign this Agreement without Shepard prior written consent, which Shepard will not unreasonably withhold or delay.
If any provision of this Agreement is void or unenforceable, the parties agree to delete it and agree that the remainder of this Agreement will continue to be in effect.