11. General Provisions
11.1. Publicity. MaintenanceFirst may include Customer on its customer lists. Any other use of a party’s Marks is subject to the other party’s prior consent, in each instance. All use of a party’s Marks will be in accordance with its trademark guidelines, if provided.
11.2. No Waiver. The Agreement may not be altered, amended, or modified in any way except by a writing signed by both parties. The failure of a party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
11.3. Severability. In the event that any provision of the Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the rest of the Agreement will remain in full force and effect.
11.4. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Kentucky, USA, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
11.5. Relationship. MaintenanceFirst and Customer are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between MaintenanceFirst and Customer. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. The Agreement does not confer any benefits on any third party unless expressly stated therein.
11.6. Force Majeure. Except for Customer’s payment obligations, neither party will be liable for failure to perform or delay in performing any obligation under the Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, epidemic or pandemic, damage, destruction, power outage, telephone outage, internet access provider failure, or any other similar cause beyond its control.
11.7. Assignment. Neither party may assign or delegate its rights, duties, and obligations under the Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign the Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under the Agreement; provided that in the event Customer assigns the Agreement to a competitor of MaintenanceFirst (as reasonably determined by MaintenanceFirst), MaintenanceFirst may immediately terminate the Agreement. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
11.8. Notices. Any notice required or permitted by the Agreement will be in writing and will be sent by facsimile, email, courier, or personal delivery, if to Customer then at the address provided on the Order, and if to MaintenanceFirst then at PO Box 221233; Louisville, Kentucky 40252, with Attention to Legal Department, or at such other address for which such party gives notice hereunder. Notice is effective upon receipt. Notwithstanding the foregoing, Customer consents to receive electronic communications that may be sent by MaintenanceFirst (including through the Services, such as posting on Customer’s account) and any such communication will constitute notice under this Section 11.8.
11.9. Entire Agreement. The Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. With the exception of an Order, any purchase order, written terms or conditions, or other document that Customer sends to MaintenanceFirst (whether prior to or after execution of the Agreement) that contains terms that are different from, in conflict with, or in addition to the terms of the Agreement are hereby rejected and will be void and of no effect.