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4. Delivery/Force Majeure.
a. Any delivery date for the Products acknowledged by MELCO is an estimated and not a
promised date. MELCO will make all reasonable efforts to meet the delivery schedule set
forth in Customer's order or the purchase contract but shall not be liable for failure to do
so.
b. Products stored at the request of Customer or because Customer refuses or delays
shipment shall be at the risk and expense of Customer.
c. MELCO shall not be liable for any damage to or loss of the Products or any delay in or
failure to deliver, service, repair or replace the Products arising from shortage of raw
materials, failure of suppliers to make timely delivery, labor difficulties of any kind,
earthquake, fire, windstorm, flood, theft, criminal or terrorist acts, war, embargoes,
governmental acts or rulings, loss or damage or delays in carriage, acts of God, vandals or
any other circumstances reasonably beyond MELCO's control.
5. Choice of Law/Jurisdiction.
These terms and any agreement or contract between Customer and MELCO shall be
governed by the laws of the State of New York without regard to conflicts of laws. To the
extent any action or dispute is not arbitrated, the parties consent to the exclusive jurisdiction
and venue of the federal and state courts located in the Southern District of the State of New
York. Any judgment there obtained may be enforced in any court of competent jurisdiction.
6. Arbitration.
Any controversy or claim arising out of, or relating to or in connection with the Products, their
sale or use or these terms, shall be settled by arbitration conducted in accordance with the
Center for Public Resources (CPR) Rules for Non-Administered Arbitration of International
Disputes, by a sole arbitrator chosen from the CPR's panels of distinguished neutrals.
Judgment upon the award rendered by the Arbitrator shall be final and binding and may be
entered by any court having jurisdiction thereof. The place of the arbitration shall be New
York City, New York. The language of the arbitration shall be English. The neutral
organization designated to perform the functions specified in Rule 6 and Rules 7.7(b), 7.8
and 7.9 shall be the CPR.