Skip to Content

General Terms and Conditions for Equipment Lease


Last Updated: 11.20.2020


These service terms and conditions for Equipment lease ("Terms") are the only terms that govern the lease and use of the Equipment (as further defined below, the "Equipment") provided by Metas ("Metas") to the Customer ("Customer") referenced in the accompanying Managed Label Services® Agreement between Metas or Service Provider (as applicable) and Customer. References to "Service Provider" in these Terms are only applicable if Customer has entered into a Managed Label Services Agreement with a Service Provider, as an authorized reseller. The Managed Label Services® Agreement (and any documents incorporated into and made a part thereof) and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications with respect to Customer's lease and use of the Equipment. These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer submits any request for proposal, order, or terms. Provision of Equipment to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

  1. Definitions. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law or in equity. "Damages" mean losses, injury, death, damages, liabilities, claims, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers. "Equipment" means: (a) the equipment more fully described in this Appendix D; (b) parts or components thereof; (c) ancillary equipment or devices furnished under this Agreement; (d) all manuals and records with respect to such Equipment; (e) all alterations, additions, and attachments thereof; and (f) all Upgrades. "Item of Equipment" means an individual item of Equipment. "Lien" means any mortgage, pledge, hypothecation, assignment (as security), deposit arrangement, encumbrance, lien (statutory or other), charge, or other security interest, or any preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever having substantially the same economic effect as any of the foregoing (including, without limitation, any conditional sale or other title retention agreement and any capital lease). "Parts" means all components, parts, replacement parts, instruments, appurtenances, accessories, furnishings, and other equipment of whatever nature which may now or from time to time be incorporated or installed in or attached to, or were provided by the manufacturer with, any Item of Equipment, including after temporary removal from such Item of Equipment. "Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, governmental authority, or any other entity. "Stipulated Loss Value" for any Item of Equipment means the residual value of such Item as deterred by Metas in its reasonable discretion as of the date of determination. "UCC" means the Uniform Commercial Code as in effect in the State of Michigan from time to time.
  2. Lease. Metas agrees to lease to Customer, and Customer agrees to lease from Metas, the Equipment. The lease of any Item of Equipment is governed by the terms and conditions of this Agreement. The parties intend that this Agreement constitutes a true lease under the UCC and not a "disguised security interest" under Article 9 of the UCC to secure the purchase price of the equipment. Metas has title to the Equipment at all times. Customer acquires no ownership, title, property, right, equity or interest in the Equipment other than its leasehold interest solely as Customer subject to all the terms and conditions of this Agreement.
  3. Precautionary UCC-1 Financing Statement. Customer authorizes Metas to file precautionary UCC financing statements and other similar filings and recordings with respect thereto. Customer agrees not to file any corrective or termination statements or partial releases with respect to any UCCs or other similar filings or recordings filed by Metas in connection with any Item of Equipment except (i) if Metas fails to file a corrective or termination statement or release on request from Customer after the expiration or earlier termination of, or release from, any schedule of such Item or Items of Equipment pursuant to any applicable provision of the Agreement or (ii) if not permitted by clause (i), with Metas's consent.
  4. Metas Covenants. Provided Customer is not in default, Metas shall not interfere with Customer's quiet enjoyment of the Equipment during the Term.
  5. Customer Covenants.
    1. Customer shall, and shall cause its subsidiaries to, comply with all applicable laws.
    2. Customer shall maintain in full force and effect all permits required for Customer to conduct its business as currently conducted and to lease and use each Item of Equipment in the manner contemplated under this Agreement.
    3. Customer shall pay, and indemnify and hold Service Provider and Metas harmless from, all assessments, license fees, and sales, use, property, excise, and other taxes and charges (other than federal income taxes imposed on or measured by net income (however denominated)) imposed on or with respect to (a) the Equipment or any part thereof arising out of or in connection with the shipment, possession, ownership, use, or operation of any Item of Equipment, or (b) this Agreement or the consummation of the transactions contemplated herein.
    4. Customer shall keep the Equipment free and clear of all Liens.
  7. Use of Equipment
    1. The Customer will be responsible to ensure that each Item of Equipment is placed in a location that meets manufacturer’s requirements, including space, power, network, temperature, and humidity, based on specifications or requirements provided by Metas which may be in the form of a statement of work. Electrical power must meet voltage, amperage and electrical noise level requirements based on specifications or requirements proved by Metas which may be in the form of a statement of work. Service Provider and Metas personnel (or personnel of Service Provider's or Metas's subcontractor) will be granted reasonable and safe access to perform services when required. The Customer will bear all cost and expense for any additional necessities required for installation, such as telephone, electrical and network wiring, remodeling, and noise and power filters, based on specifications or requirements proved by Metas which may be in the form of a statement of work. Any electrical work external to the Equipment (for example, associated peripheral equipment, power, transmission and phone lines, and network) and equipment line cord is not covered by this Agreement.
    2. For each Item of Equipment, Customer shall, at its expense, affix and maintain in a prominent position on each Item of Equipment any plates, tags, or identifying labels provided by Metas to indicate Metas's ownership of the Equipment. Except as provided above, Customer shall not allow the name of any Person to be placed on the Equipment.
    3. Customer may not move any Item of Equipment from its location without Metas's prior written consent.
    4. Customer shall not affix or attach any Item of Equipment to real property or any improvements. The parties intend that each Item of Equipment remains at all times personal property and not a fixture under applicable Law, even if the Item of Equipment, or any part thereof, may be or becomes affixed or attached to real property or any improvements. Upon Metas's written request, Customer shall obtain and provide to Metas, from each real property landlord, mortgagee, or lienholder for each location, a waiver of any interest that it may have in the Equipment arising from its interest in the real property.
    5. Customer shall operate each Item of Equipment exclusively in connection with its business.
    6. Customer, at its own expense, shall:
      1. maintain all Equipment-related records, logs, and other materials ("Records") in a manner no less comprehensive or accurate than Customer's normal customary practices with respect to Customer's similar equipment and as required by law; and
      2. promptly furnish to Metas such Records as may be required to enable Metas to file any ownership or other reports required to be filed by Metas with any governmental authority.
    8. Customer shall permit Service Provider or Metas (through any of its officers, employees, or agents) on reasonable notice to inspect the Equipment and its Records during regular business hours, and in compliance with Customer's reasonable security procedures.
    9. Customer shall during the last three (3) months of the Term, on Metas's written notice, cooperate with Metas's efforts to sell or lease the Equipment, including, without limitation, permitting prospective purchasers or Customers to fully inspect the Equipment and the Records during Customer's regular business hours and in compliance with Customer's reasonable security procedures.
  9. Maintenance in General.
    1. Customer, at its own expense, shall maintain, service, repair, and keep each Item of Equipment: (i) in the same condition as when delivered to its location, ordinary wear and tear excepted; (ii) in compliance with the manufacturer's or Metas's maintenance requirements; and (iii) in compliance with Law.
    2. If any Part comprising any Item of Equipment becomes lost, stolen, damaged beyond repair, or otherwise permanently rendered unfit for use, Customer, at its own expense, shall promptly replace or cause to be replaced the Part with one or more replacement Parts that are free of all Liens other than Permitted Liens. Customer shall cause after the replacement, the related Item of Equipment to be in as good an operating condition as, and have a value, remaining useful life and utility at least equal to the value, remaining useful life and utility of the Item of Equipment before the replacement (assuming such Item of Equipment was, at the time of the replacement, in the condition required by the terms of this Agreement).
    3. Customer, at its own expense, shall install alterations, modifications, additions, and upgrades ("Upgrades") to any Item of Equipment that is: (i) required or supplied by the Metas; or (ii) necessary to comply with Law (collectively, "Required Upgrades").
    4. Customer, at its own expense, may install Upgrades to any Item of Equipment that Customer deems desirable in the proper conduct of its business ("Optional Upgrade"); provided, however, that Customer shall not make or cause to be made any Optional Upgrade that: (i) impairs or damages the function, nature, purpose, or operation of the Equipment; (ii) subjects the Equipment to any Lien; (iii) decreases the then-current value, estimated residual value, or remaining useful life or utility of the Equipment as measured immediately prior to such Optional Upgrade, assuming that the Equipment shall then be in the condition required by the terms of this Agreement; or (iv) is owned by Customer or leased from Metas.
  11. Title to Parts and Upgrades.
    1. If Customer incorporates or installs any Parts or Upgrades, then immediately on any Part or Upgrade becoming incorporated or installed in or attached to the Item of Equipment, without further act: (i) such Part or Upgrade is deemed part of the Item of Equipment to the same extent as though originally incorporated or installed in or attached to the Item of Equipment; (ii) title to such Part or Upgrade vests in Metas; and (iii) such Part or Upgrade becomes subject to this Agreement; and (iv) title to any replaced Part shall thereupon vest in Customer free and clear of all rights of Metas, and shall no longer be deemed a Part under this Agreement.
    2. Customer shall cause all Parts or Upgrades to be: (i) free and clear of all Liens; and (ii) in as good operating condition as, and have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition required to be maintained by the terms hereof.
  13. Loss
    1. While an Item of Equipment is leased under this Agreement, Customer shall bear all risk of loss, damage, destruction, theft, and condemnation to or of such Item of Equipment from any cause whatsoever ("Loss"). Customer shall notify Metas in writing within five (5) days of any such Loss.
    2. If Metas determines in its sole discretion that the Loss has materially impaired the Equipment, Customer shall pay, on Metas's demand, the Stipulated Loss Value of the Item of Equipment (collectively, "Loss Payment"). This Agreement terminates with respect to any materially impaired Item of Equipment on receipt by Metas of the corresponding Loss Payment. Upon such termination, Customer shall, at Metas's direction, dispose of or return such Item of Equipment according to Metas's instructions. Customer is subrogated to all claims of Metas, if any, against third parties, for damage to or loss of such Item of Equipment to the extent of the Stipulated Loss Value of such Item of Equipment.
    3. If Metas determines in its sole discretion that the Loss has not materially impaired the Equipment: (i) this Agreement continues with respect to such Item of Equipment as though no Loss had occurred; and (ii) Customer shall at its expense and risk promptly repair or cause such Item of Equipment to be repaired to a condition acceptable to Metas.
  15. Insurance
    1. Customer, at its own expense, shall provide and maintain for each Item of Equipment insurance against loss, theft, and damage ("Property Insurance") in: (i) an insured amount the greater of the Stipulated Loss Value or full replacement value of such Item of Equipment; and (ii) a form, and with companies, reasonably satisfactory to Metas, including, without limitation, the insurer's agreement to give Service Provider and Metas thirty (30) days' prior written notice before cancellation or material change thereof. Customer shall name Service Provider and Metas (or shall cause Service Provider and Metas to be named) as loss payee on the Property Insurance.
    2. Customer, at its own expense, shall provide and maintain comprehensive general liability insurance ("Liability Insurance"), in: (i) an amount no less than replacement value as determined by Metas; and (ii) a form, and with companies reasonably satisfactory to Metas, including without limitation, the insurer's agreement to give Service Provider and Metas thirty (30) days' prior written notice before cancellation or material change thereof. Customer shall name Service Provider and Metas as an additional insured (but without imposing on Service Provider or Metas any liability to pay the premiums for such insurance).
    3. On or before the delivery date for each Item of Equipment, and at such other times as Metas may reasonably request, Customer shall provide Metas with a certificate of insurance evidencing the maintenance of the Property Insurance and Liability Insurance.
  17. Application of Insurance Proceeds.
    1. If Metas receives any proceeds as loss payee of the Property Insurance, or under any condemnation proceeding related to the Equipment, it shall: (i) if received pursuant to a Loss that has materially impaired an Item of Equipment under Section 9(b), credit such proceeds against Customer's obligations to make Loss Payments to Metas under Section 9(b) or if no such amounts are then due and outstanding, remit such proceeds to Customer; or (ii) if received pursuant to a Loss that has not materially impaired the Equipment under Section 9(c), remit the proceeds to Customer. If Customer is in Default, Metas may hold any such proceeds as security for the obligations of Customer under this Agreement and apply such amounts in its discretion against Customer's obligations under this Agreement.
    2. If Customer receives any proceeds under the Property Insurance, unless received with respect to a Loss that has not materially impaired the Equipment as set forth in Section 11(a)(ii), or under any condemnation proceeding related to the Equipment, it shall promptly forward such amounts to Metas to be applied by Metas under Section 11(a).
    3. If Customer is in Default, and it receives any proceeds under the Property Insurance (regardless of whether the Equipment is materially impaired) and Liability Insurance, it shall forward such amounts to Metas as security for the obligations of Customer under this Agreement to be applied by Metas in its discretion against Customer's obligations under this Agreement.
  19. Default.
    1. Events of Default. Each of the following events is an "Event of Default" under this Agreement, including all Supplements:
      1. if Customer fails to pay when due any amount under this Agreement;
      2. if Customer defaults in the observance or performance of any other term, covenant, or condition of this Agreement on Customer's part to be observed or performed and Customer fails to remedy such default within five (5) days after notice by Metas or Service Provider to Customer of such default, or if such default is of such a nature that it cannot with reasonable due diligence be completely remedied within said period of five (5) days, and Customer does not commence within said period of five (5) days, or does not thereafter diligently prosecute to completion, all steps reasonably necessary to remedy such default.
      3. if Customer fails to observe or perform any term, covenant, or condition on Customer's part to be observed or performed under any agreement with Service Provider or Metas, other than this Agreement, and such default continues beyond any grace period set forth in such other agreement for the remedying of such default;
      4. if Customer's interest or any portion thereof in this Agreement devolves on or passes to any person, whether by operation of law or otherwise;
      5. if Customer: (A) does not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (B) commences or institutes any case, proceeding, or other action seeking relief on its behalf as debtor, or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors; (C) commences or institutes any case, proceeding, or other action seeking appointment of a receiver, trustee, custodian, or other similar official for it or for all or any substantial part of its property; or (D) makes a general assignment for the benefit of creditors;
      6. if a receiver, trustee, custodian, or other similar official is appointed for any substantial part of the assets of Customer which appointment is not vacated or stayed within thirty (30) days;
      7. if any case, proceeding, or other action is commenced or instituted against Customer (A) seeking to have an order for relief entered against it as debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for it or for all or any substantial part of its property, which in either of such cases (1) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment, or the issuance or entry of any other order having a similar effect or (2) remains undismissed for a period of forty-five (45) days;
      8. if any case, proceeding, or other action is commenced or instituted against Customer seeking issuance of a warrant of attachment, execution, distraint, or similar process against it or all or any substantial part of its property which results in the entry of an order for any such relief which is not vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof;
      9. if Customer takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Sections [12](v) through (viii) above; or
      10. if Customer sells, transfers, or disposes of all or substantially all of its assets or property of its business, or merges or consolidates with any other entity.
    3. Remedies. If an Event of Default occurs and is continuing, Metas or Service Provider may, in its sole discretion, exercise one or more of the following remedies:
      1. declare this Agreement in default;
      2. terminate in whole or in part this Agreement;
      3. take possession of, or render unusable, any Item of Equipment wherever it may be located, without demand or notice, without any court order or other process of law, and without liability to Customer for any damages occasioned by such action, and no such action shall by itself constitute a termination of this Agreement;
      4. require Customer to deliver any Item of Equipment at a location designated by Metas;
      5. proceed by court action to enforce performance by Customer of this Agreement and/or to recover all damages and expenses incurred by Metas by reason of any Event of Default;
      6. terminate any other agreement that Metas or Service Provider may have with Customer; or
      7. exercise any other right or remedy available to Metas or Service Provider at law or in equity.
  21. Indemnification. Customer shall indemnify, defend, and hold harmless Service Provider and Metas and their affiliates and their respective representatives (collectively, "Indemnitees") against any and all Damages incurred by Indemnitees relating to any claim of a third party arising out of or relating to:
    1. the selection, manufacture, delivery, purchase, acceptance, or rejection of any Item of Equipment or the ownership of any Item of Equipment during the Term;
    2. the lease, sublease, possession, maintenance, use, condition, repair, return, disposition, or operation of any Item of Equipment or any Parts or Upgrades thereto (including, without limitation, latent and other defects, whether or not discoverable by Service Provider or Customer);
    3. any inaccuracy in or breach of any of the representations of Customer contained in this Agreement;
    4. any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Customer pursuant to this Agreement; or
    5. any assertion of the infringement of patent, trade secret, trademark, copyright, or other intellectual property rights of third parties.
    6. Customer's obligation to indemnify and hold harmless does not extend to any Damages that arise solely out of the gross negligence or willful misconduct of Metas.
  22. Metas's Performance of Customer's Obligations. If an Event of Default has occurred and is continuing, Metas may, in its sole discretion, on three (3) days prior written notice, make any payment or perform any obligation on behalf of Customer or take any action that Metas deems reasonably necessary to maintain and preserve any or all Items of Equipment and Metas's interests therein. Customer shall not deem Metas's payment or action to be Metas's or Service Provider's waiver of any Default or Event of Default or release of Customer. Customer shall pay immediately on demand all sums so paid by Metas, together with expenses (including legal fees and costs) incurred by Metas in connection therewith.
  23. Return of Equipment.
    1. At Metas's election, at the end of the Term, (i) Metas shall, at its expense, deinstall, inspect, pack, and remove each Item of Equipment, or (ii) Customer shall, at its expense, no later than the expiration of the Term: (A) deinstall, inspect, and properly pack each Item of Equipment; and (B) return each Item of Equipment, freight prepaid, to any destination within the State of Michigan by delivering the Equipment on board such common carrier as Metas may specify.
    2. Customer shall cause any Item of Equipment returned under this Agreement to: (i) be free and clear of all Liens (other than Metas Liens) and rights of third parties; (ii) be in the same condition as when delivered to Customer, ordinary wear and tear excepted; and (iii) be in compliance with law.
    3. Upon the return of the Equipment under this Agreement, Customer shall deliver or cause to be delivered to Metas all records relating to the operation and maintenance of the Equipment, including all maintenance records, logs, or data in Customer’s possession or required to be maintained by law.
    4. Customer shall, at its expense, on Metas's prior written request, store any Item of Equipment returned under this Section for a reasonable period not to exceed ninety (90) days, either: (i) at the location for such Item of Equipment; (ii) subject to the prior written consent of Metas, at such other facility selected by Customer used as a location for the storage of similar equipment. During the storage period, Customer shall comply with all of the terms and conditions hereof.
    5. If by the expiration of the Term, Customer does not return any Item of Equipment to Metas in the condition and on the terms and conditions of this Section, Customer shall continue to comply with all the terms and conditions of this Agreement with respect to such Item of Equipment, and shall pay 110% of the prorated daily rent (then in effect by Metas) for each day from the expiration of the Term until the date on which Customer returns such Item of Equipment to Metas in the manner required under this Section ("Holdover Rent"). Customer shall not construe anything contained in this Section, including Customer's payment of Holdover Rent, as Metas's or Service Provider's waiver of Customer's failure to perform any obligation under this Agreement.
    6. No Warranty; Limitation of Liability.
      1. NEITHER METAS NOR SERVICE PROVIDER MAKES ANY WARRANTY WHATSOEVER, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY AGAINST INTERFERENCE; OR (d) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
      2. IN NO EVENT WILL SERVICE PROVIDER OR METAS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF AGREEMENT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER OR METAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
      3. IN NO EVENT WILL SERVICE PROVIDER'S OR METAS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF AGREEMENT, TORT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO SERVICE PROVIDER OR METAS PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    8. Term; Termination. The term of this Agreement begins on the Effective Date of this Agreement referenced in the Managed Label Services® Agreement and continues until the expiration of the term as stated in the Managed Label Services® Agreement unless terminated earlier pursuant to the Managed Label Services® Agreement or this Agreement.
    9. Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof, no single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    10. Force Majeure. Metas will not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Metas, including, but not limited to, acts of God, flood, fire, earthquake, explosion, governmental actions, terrorist threats or acts, war or hostilities, riot or other civil unrest, national emergency, epidemic, labor disputes, restraints or delays affecting carriers, inability or delay in obtaining supplies of materials or goods, telecommunication breakdown, or power outage. If the failure or delay continues for a continuous period of more than 90 days, a party may terminate this Agreement by written notice to the other party.
    11. Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Metas. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
    12. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and no party shall have authority to contract for or bind the other party in any manner.
    13. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or any sale of goods under this Agreement.
    14. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States located in the Western District of Michigan or the courts of the State of Michigan located in the County of Kent, and each party submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
    15. Notices. Other than routine business communications, all notices, claims, and demands hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in this Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
    16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    17. Survival. The provisions of these Terms, which by their nature should apply beyond the term of this Agreement, will remain in force after the expiration or termination of this Agreement, including, but not limited to, Sections 1, 9, 10, 11, 13, 15, 16, and 20-25.
    18. Amendment and Modification. This Agreement may be amended or modified only in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
    19. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their successors and permitted assigns.