16A. Government Contracts
If the goods covered by an Order are furnished or to be used in the performance of a U.S. Government contract or subcontract for which a mandatory pass down clause or clauses are applicable to us or our performance or the goods you will so inform us and allow us to review the clause(s) in question before we commence performance, so that we may make an informed decision on whether we wish to undertake performance of the Order. If we elect to rescind our willingness to proceed after having been notified of the clause(s) following our commencement without having received such notice earlier, we will have no liability for such rescission.
Neither party will have the right to assign this Quotation, Proposal or Proforma or an Order to which it refers, without the prior written consent of the other party, except to a successor in interest to all substantially all of the assets of the business of the respective party to which this Quotation, Proposal or Proforma relates. But any such assignment will not relieve the assigning party from its obligation to perform according to the contract if the assignee fails to perform and notice of such failure is given to both it and the assigning party. Except as indicated in this Section 15B. This agreement will inure to the benefit of the respective parties their successors and assigns.
All notices required or permitted by this Quotation, Proposal or Proforma must be in writing and signed on behalf of the party giving the notice, addressed to the party receiving it and sent by courier, certified mail, facsimile personal delivery or other recognized manner of delivery, addressed to the respective address set forth on the face of the Quotation, Proposal or Proforma. Notices will be effective on date of receipt by the party to whom the notice is given.
16D. Entire Agreement Modifications and Waiver
This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Quotation, Proposal or Proforma, and merges and supersedes all communications representations. Agreements, understandings, and promises relating to that subject matter. No modification or waiver of the Quotation, Proposal or Proforma will be effective unless made in writing signed by the party to be charged with having given the modification or waiver.
16E. Governing Law
This Quotation, Proposal or Proforma will be governed, construed, and enforced according to the laws of the State of California.
The parties unconditionally agree to submit to the jurisdiction of any California state court, or any United States federal court, sitting in Orange County, California over any suit, action or proceeding arising out of or relating to this Agreement.