DROCK GAMING, LLC DBA the D Las Vegas
TERMS AND CONDITIONS OF PURCHASE
16. Force Majeure. Any delay or failure of either party to perform its obligations shall be excused if, and to the extent, that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as acts of God, actions taken by any governmental authority (whether valid or invalid), embargoes, fires, floods, riots, natural disasters, wars, or sabotage; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party as soon as possible after the occurrence (but in no event more than ten (10) days thereafter). Seller’s inability to perform as a result of, or delays caused by, Seller’s insolvency or lack of financial resources is deemed to be within Seller’s control. The change in cost or availability of materials or components based on market conditions or supplier actions will not constitute force majeure. During the period of such delay or failure to perform by Seller, Buyer, at its option, (i) may purchase Supplies from other sources and reduce its schedules to Seller by such quantities, without liability to Seller, or (ii) acquire possession of all finished goods, work in process and parts and materials produced or acquired for work under the Order, and Seller will deliver such articles to Buyer at Buyer’s expense. Notwithstanding the foregoing, Buyer may terminate all or any part of an Order immediately upon written notice to Seller if Seller’s performance is delayed due to force majeure for a period of fifteen (15) days or more.
17. Non-Assignment. Seller may not assign or delegate its obligations under this Order without Buyer’s prior written consent. In the event of any approved assignment or delegation authorized by Buyer, Seller retains all responsibility and obligations under this Agreement, including, without limitation, for Supplies and all related warranties and claims, unless otherwise expressly agreed in writing to Buyer.
18. Governing Law. Each Order is to be construed according to the laws of the State of Nevada and the United States excluding (a) the provisions of the United Nations Convention on Contracts for the International Sale of Goods and (b) any conflict of laws provisions that would require application of another choice of law.
19. Severability. If any term of this Order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, the term shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with applicable law. The remaining provisions of this Order shall remain in full force and effect.
20. Entire Agreement; Modifications; No Implied Waiver; Arbitration. (a) Except as otherwise expressly set forth in the Order, including these Terms, this Order constitutes the entire agreement between Seller and Buyer with respect to the matters contained in this Order and supersedes all prior oral or written representations and agreements with respect thereto. This Order may only be modified by a written amendment executed by authorized representatives of each party or, in the case of changes within the scope of Section 6, a purchase order amendment or equivalent document or written direction issued by an authorized representative of Buyer. (b) The failure of either party at any time to require performance by the other party of any provision of this Order shall in no way affect the right to require performance at any later time, nor shall the waiver of either party of a breach of any provision of this Order constitute a waiver of any later breach of the same or any other provision of this Order. (c) Buyer and Seller consent to the exclusive jurisdiction of the state or federal courts located in Nevada to resolve any claim or controversy arising from or in any manner related to the transactions documented in this Agreement.