(a) Enforcement. Buyer shall be responsible and liable for all costs incurred by Seller in enforcing Seller’s rights and Buyer’s obligations under this Agreement, including reasonable attorney's fees.
(b) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns. Buyer represents and warrants to Seller that Buyer has full legal capacity and power to enter into and perform this Agreement, that the person agreeing or accepting this Agreement on behalf of Buyer is duly authorized to do so, and that this Agreement constitutes a valid and binding obligation on Buyer.
(c) Governing Law. This Agreement shall be governed by and construed under the laws of Illinois, without regard to conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Any cause of action that may arise in any way under or due to this Agreement shall be brought and have venue exclusively in the County of Cook, Illinois, and the parties waive any right to a jury trial.
(d) Notices. All notices required to be given shall be in writing and delivered to the address set forth on the Purchase Order (i) by hand or (ii) by certified first class mail, postage prepaid, return receipt requested, and shall be deemed given upon the date hand delivered or three days after mailing.
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions, which shall remain in full force and effect. If any provision of this Agreement is for any reason held to be invalid or unenforceable, it shall be construed valid and enforceable by limiting it as to time, subject or scope as (b) required under applicable law.
(c) No Waiver. All rights and remedies of Seller shall be deemed cumulative and not exclusive, and no omission or delay on the part of Seller in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or exercise of any other right or remedy. No term or condition of this Agreement shall be deemed waived by Seller, nor shall there be any estoppel against Seller, except by written consent of Seller.
(d) Limitations. Any suit or other action based on breach of this Agreement or any other claim arising from the Product (other than an action by Seller for amounts due Seller) must be commenced within one year from the date of tender for delivery by Seller.
(e) Acceptance. This Agreement shall not be effective against Seller unless accepted in writing by Seller. Any taking of delivery of any Product or documents of title representing Product, giving shipping or delivery instructions, tender of any or all of the Purchase Price, or other part or full performance by or on behalf of Buyer of this Agreement shall be conclusive as to Buyer’s acceptance of this Agreement.
(f) Amendments. No amendment to this Agreement shall be valid or effective unless in writing and signed by Seller.