12 Succession
The Contract Documents shall inure to the benefit of and be binding upon the Parties hereto, their
respective heirs, legal representatives, successors and assigns.
13 Jurisdiction
This agreement shall be governed exclusively by the laws of the State of New Hampshire and any claim or
action brought relating to this contract, the work performed or contracted te be performed thereunder,
or referable in anyway thereto shail be brought in Hillsborough County (New Hampshire} Superior Court
Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.
14 Force Majeure
Except for a duty to make timely payments hereunder, neither party shall be liable in damages or have
the right to terminate this Contract for any delay or default in performing hereunder if such delay or
default is caused by conditions solely beyond its reasonable control as specified in the General Conditions
{Part 1, Clause 29}.
15 Liquidated Damages and Limitation of Liability
15.1 Liquidated Damages for Deiay
15.1.1 Purchaser and Supplier recognize that time is of the essence of this Agreement and that
Purchaser will suffer financial loss if the Equipment is not delivered to the Project Site
within the times specified in Article 6 of this Agreement, plus any extensions thereof
allowed in accordance with the Contract Documents.
15.1.2 Further, Purchaser and Supplier recognize that it will be difficult to quantify the actual
damages, expenses and costs that the Purchaser will sustain if complete, acceptable
Equipment is not delivered on time. Accordingly, instead of requiring such proof,
Purchaser and Supplier agree that as liquidated damages for delay (but not as a penalty}
and as sole remedy for delay, Supplier shall pay Purchaser $5,000 (five thousand US
dollars} per day for the first sixty (60) days, and $10,000 (ten thousand US dollars) for
each subsequent day that the delivery of acceptable Equipment extends beyond the
deadline for such Equipment as specified in Paragraph 6 above.
15.1.3 Supplier will only be obligated to pay these liquidated damages for delay outlined above
if the cause of such delay is solely due to the Supplier and Purchaser has complied with
all of its material obligations under the Contract.
15.1.4 [In the event that the Supplier fails to pay Purchaser the specified liquidated damages
amount within thirty (30) days of Supplier being notified of said damages, Purchaser
may deduct the amount of the assessed liquidated damages from any remaining
payments and retention withheld pursuant to Article 8 above.
15.1.5 The maximum amount that Purchaser will be entitled to receive for Liquidated Damages
for delay will be one hundred percent (100%) of the Contract Price.
15.2 Performance Guarantee and Associated Remedies
