MaterialsXchange Platform Terms of Use
1. ACCEPTANCE OF THESE TERMS OF USE
MaterialsXchange, LLC, a Delaware limited liability company (the "Company"), provides an online
platform that connects Sellers, Buyers, and Intermediary Service Providers (“Platform”) with respect to
wood, lumber, and related products (“Product(s)”). Sellers, Buyers, and Intermediary Service Providers,
either individually or collectively, that use the Platform are referred to herein as “You,” or “Your”. YOU
SHOULD READ THESE TERMS OF USE CAREFULLY. BY USING THE PLATFORM OR BY CLICKING TO ACCEPT
OR AGREE TO THESE TERMS OF USE OR BY SIGNING AND DATING THESE TERMS OF USE, YOU ACCEPT
AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE
TERMS OF USE, DO NOT ACCESS OR USE THE PLATFORM.
Name: _________________________________________Date:________________
Signature:_______________________________________
To use the Platform, You must have an account with the Company, be logged in to Your account on the
Platform, and have a valid payment method associated with Your account (as determined by the
Company in its sole discretion).
2. ENFORCEMENT
The Company shall have the right and authority to enforce these Terms of Use. The Company may
delegate this authority at its sole discretion.
If the Company finds that You have violated these Terms of Use, the Company may take one or more of
the following actions:
(i) demand that You cease and desist from the conduct found to be in violation of these Terms of
Use;
(ii) restrict, suspend, or terminate Your access to the Platform,
(iii) prescribe limitations on Your transactions;
(iv) demand that You make restitution to the account of anyone damaged by the Your conduct;
and/or
(v) take such action as is necessary to prevent or mitigate a threatened or actual breach of these
Terms of Use.
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The Company has the right to disable any username, password or other identifier, whether chosen by a
You or provided by the Company, at any time in the Company's sole discretion for any or no reason,
including in connection with Your breach or suspected breach of these Terms of Use or any applicable
law. You agree to pay out of pocket expenses incurred by the Company in connection with violations of
these Terms of Use if You or Your counsel engage in frivolous or bad faith conduct.
By way of example only, it shall be a violation of these Terms of Use to:
(i) engage in fraud or bad faith;
(ii) engage in conduct or proceedings inconsistent with just and equitable marketplace principles;
(iii) engage in dishonest conduct;
(iv) create or report a false or fictitious order;
(v) extort or attempt extortion;
(vi) buy or sell any Products with the intent to default on such purchase or sale;
(vii) to engage in, or attempt to engage in, the manipulation of prices of a Product;
(viii) make a verbal or written material misstatement to a User or the Company; and/or
(ix) knowingly disseminate false, misleading or inaccurate information concerning market
information or conditions that affect or may affect the price of any Product.
3. ACCOUNT INFORMATION
In order to access the Platform, You must provide certain account details and other information to the
Company ("Account Information"). As deemed necessary by the Company, the Account Information will
include information such as, but is not limited to, Your company name, contact information,
transportation information, company address, bank account information (sufficient to make ACH
transactions), origination location, destination location, Your login and generated password. You shall be
responsible for promptly updating Account Information in the event of a change.
It is a condition of Your use of the Platform that the Account Information provided by You is correct,
current, and complete at all times.
4. TRANSACTION
A. Listing Products.
Company shall provide a description of the Products that may be bought and sold with the Platform
(“Listed Product(s)”). As deemed necessary by the Company, the Listed Product shall include a
description of the Listed Products. By way of example, the Listed Product shall include a general
description (e.g., lumber), species (e.g., southern yellow pine), size (e.g., 2 x 4), grade (e.g., #2), and
length (e.g., 8ft long). If a Seller desires to sell Products on the Platform, the Seller will use the Platform
to (1) select the Products to be offered for sale to potential Buyers and also (2) set the price, quantity,
and origination location for such Products (“Seller’s Offer”). The Products may include, but are not
necessarily limited to, goods (e.g., commodities such as lumber) and services (e.g., coordinating delivery)
associated with providing the goods.
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Sellers are required to define the exact amount of Listed Products that may be loaded onto a truck at a
specific location, which comprises a full truckload of material.
By listing Products for sale on the Platform, the Seller represents and warrants that:
(i) Seller has the authority to sell such Products on the Platform,
(ii) Seller has been and remains in compliance in all applicable laws, and
(iii) all information submitted by Seller on the Platform, with respect to its Products for sale, shall be
accurate and complete in all material respects.
The Company reserves the right to modify the Listed Products at any time. This includes the right to
adjust the Seller’s Offer. The Company has the right to remove any Seller or the Offer(s) provided by
any Seller from the Platform at any time, with or without reason. The Company will take reasonable
measures to provide written notice to the Seller prior to or after making modifications or deletions.
B. Purchase of Products.
If a Buyer desires to purchase a Listed Product, the Buyer will (1) select Listed Products that the Buyer
desires to purchase and (2) set the applicable price and quantities for such Listed Products along with
the destination location (“Buyer’s Order”). A Transaction shall occur when the Platform concludes that a
Buyer’s Order matches all or some of a Seller’s Offer. At such time, a "Transaction" shall have occurred,
and at that point, Buyer and Seller are committed to carry out the Transaction. The Company shall
coordinate logistics for delivery of the Products. This shall include coordinating freight (e.g., notifying
any Intermediary Service Providers that the Products are ready to be picked up and delivered). At no
point shall the Company own or take possession of the Products that are bought or sold. The Company
facilitates transactions between Buyer and Seller, and Buyer, Seller, and Intermediary Service Providers
understand that the Company does not take ownership of, and is not responsible for, Products.
By placing a Buyer’s Order, the Buyer represents and warrants that:
(i) Buyer has the authority to buy such Products on the Platform,
(ii) Buyer has been and remains in compliance in all applicable laws, and
(iii) all information submitted by Buyer on the Platform, with respect to its Products for sale, shall be
accurate and complete in all material respects.
The Company reserves the right to modify the listed Products at any time. This includes the right to
adjust the Buyer’s Order. The Company has the right to remove any Buyer or the Order(s) provided by
any Buyer from the Platform at any time, with or without reason. The Company will take reasonable
measures to provide written notice to the Buyer prior to or after making modifications or deletions.
C. Intermediary Service Providers.
Buyer and Seller give permission to the Company to coordinate logistics of delivery (e.g., including
freight) of the Products on behalf of the Buyer and Seller. This coordination will include engaging one or
more Intermediary Service Providers (defined below) on behalf of the Buyer and Seller. An Intermediary
Service Provider means a Person holding or transporting products in connection with a transaction
between Buyer and Seller on the Platform. An Intermediary Service Provider will be contracted for in
conjunction with the initiation of a Transaction. Intermediary Service Providers shall assume sole
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liability for the Products from the time such Products are picked up and or delivered to its business
location(s) until the final delivery of the Products to the buyer.
D. Title Transfer
At no point shall the Company own or take possession of the Products that are bought or sold. The
Company facilitates transactions between Buyer and Seller, and Buyer, Seller, and Intermediary Service
Providers understand that the Company does not take ownership of, and is not responsible for,
Products. Title and risk of loss shall pass as follows: (i) pass from Seller to an Intermediary Service once
the Product is placed with the Intermediary Service and a bill of lading or other shipping documentation
has been signed by such Intermediary Service; and (ii) pass from and Intermediary Service to Buyer as
the Product is placed at the disposal of Buyer on the arriving means of transportation ready for
unloading at the requested destination set forth in the transaction on the Platform. In the event of a
conflict, title to the Product will transfer simultaneously with risk of loss.
E. Disputes.
Any disputes between or among Buyers, Sellers, and Intermediary Service Providers with respect to a
Transaction must be resolved through Dispute Resolution (see Section 5 below "Dispute Resolution").
F. Payments; Buyer, Seller & Company Fee.
With respect to a particular Transaction on the Platform, the Company shall withdraw funds from the
Buyer’s bank account and deposit the money in accordance with the allocation rules of the Company, as
soon as a Transaction is consummated (as determined by the Company in its reasonable discretion).
Money withdrawn will be equal to best estimate for the cost of goods, freight, and any transactions
fees. Money withdrawn from the Buyer’s bank account will be held in an escrow account of the
Company and recorded in the Company’s books and records, in the Buyer’s name, less agreed upon
“take rate” of such amount (the “Company Fee”). Money will be transferred from the Buyer’s account
to the Seller’s account on after the goods are delivered and the transaction completed, less the agreed
upon Company Fee. At the request of the Seller, money in the Seller account will be transferred into the
Seller’s bank account. The Company shall charge a fee and shall have the right to change the fee as
deemed necessary from time to time.
G. Fraudulent, Erroneous or Duplicate Transactions; Chargebacks.
The Company reserves the right to seek reimbursement from You, and You will reimburse the Company,
if the Company discovers a fraudulent, erroneous, or duplicate transaction not the fault of the Company,
or if the Company receives a chargeback or reversal from any Buyer credit card company, bank, or
Buyer’s account for any reason.
H. Non-Circumvention.
You agree not to take any action directly to circumvent the payment of the Company Fee. You agree to
use the Platform to sell, buy or hold Products with or for other users for any transaction that was
initiated on the Platform and You shall not circumvent the Platform or the Company to complete the
consummation of transactions initiated on the Platform. It is understood by the Company that You may
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have other sales channels in place for transactions not initiated on the Platform. You agree to notify the
Company immediately if a Buyer or Seller seeks to pay or receive payment outside of the Platform for a
transaction initiated on the Platform.
I.
Default; Non-performance
In the event of a material default in the performance of any duty or obligation of a Seller or Buyer, the
defaulting party will be subject to a fee no less than twenty percent (20%) of the cost of the transaction.
Should Seller default in whole or in part as to quantity or quality under this Contract, the Company
reserves the right to acquire suitable replacement products on behalf of the Buyer and charge or
withhold as payment any loss or damage caused by such default to Seller.
5. DISPUTE RESOLUTION
Any and all disputes related to use of the Platform, including, without limitation, the quality, delivery of,
or payment for the Products, shall be resolved using the dispute resolution process described in this
Section 5 ("Dispute Resolution").
You must initiate Dispute Resolution within one (1) business day of when You should have reasonably
become aware of the existence of a dispute, but no later than. Within two (2) business days of receiving
the Dispute Resolution notice, the Company will provide written documentation of the Dispute
Resolution notice to the affected users.
If You initiate Dispute Resolution, the Company may contact the applicable users to determine the facts
of the dispute. You agree to cooperate with any investigation by the Company including, but not limited
to, providing documents, explanations, and records. The Company shall make a final decision on such
dispute within 10 days of the initiation of the applicable Dispute Resolution. Within 10 days of the final
determination by the Company, the Company shall disburse any funds in its possession to the applicable
users, as determined by the Company. You agree to indemnify and hold harmless the Company and any
of the Company's affiliates against any damages or liability that arise in connection with the Company's
resolution of any dispute. If You do not agree with the Company’s decisions with respect to a particular
dispute, such dispute will be resolved by non-binding arbitration, conducted by the American Arbitration
Association (AAA) under its rules. The AAA's rules are available at www.adr.org. If unsuccessful, You may
submit your dispute to the appropriate court in accordance with Section 19 below (“Governing Law;
Jurisdiction; Waiver of Jury Trial”).
6. COMPLIANCE
You shall comply fully with all applicable laws and regulations in its performance of this Transaction.
Notwithstanding any other provision of this Transaction, neither Buyer nor Seller shall be required to
take or refrain from taking any action impermissible or penalized under any applicable laws. Seller
represents and warrants that in compliance with the Lacey Act, 16 U.S.C. 3371 et. seq (the “Lacey Act”),
all wood, wood fiber, chips, or other plants, plant products or derivatives thereof (collectively, “Plants”)
comprising all or part of, or an ingredient in, the Product were harvested, taken, possessed, transported
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and sold in compliance with the laws of the countries in which the Plants were harvested, taken,
possessed, transported or sold. For Plants sourced in the United States, such laws include all federal,
state and other applicable laws. If requested by Buyer, Seller shall provide Buyer access to such
personnel and/or documentation reasonably necessary to confirm compliance with the Lacey Act.
7. PROHIBITED USES
You will not:
(i) breach these Terms of Use;
(ii) violate any applicable federal, state, local or international law or regulation;
(iii) use any robot, spider, other automatic device, or manual process to monitor or copy any portion
of the Platform without the Company's prior written permission;
(iv) infringe the Company's, any other party's copyright, patent, trademark, trade secret, or other
intellectual property rights, or rights of publicity or privacy;
(v) introduce any viruses, Trojan horses, worms or other computer programming routines that may
damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data,
or information of the Platform;
8. INTELLECTUAL PROPERTY RIGHTS
The Platform and its entire contents, features, and functionality (including but not limited to all
information, software, text, displays, images, video, and audio, and the design, selection, and
arrangement thereof), are owned by the Company, its licensors or other providers of such material and
are protected by United States and international copyright, trademark, patent, trade secret, and other
intellectual property or proprietary rights laws.
You may use the Platform for the limited purposes set forth in these Terms of Use. You may and shall
not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform,
republish, download, store, or transmit any of the material on the Platform other than what is necessary
for use of the Platform in conformance with these Terms of Use. If You print, copy, modify, download,
or otherwise use or provide any other person with access to any part of the Platform in breach of these
Terms of Use, Your right to use the Platform may be immediately terminated by the Company and You
will, at the Company's option, return or destroy any copies of the materials made in violation of the
Terms of Use. No right, title, or interest in or to the Platform or any content on the Platform is
transferred to You, and all rights not expressly granted in these Terms of Use are reserved by and for the
Company.
9. TRADEMARKS
The Company's name, the Company's logo(s) and all related names, logos, product and service names,
designs, and slogans are trademarks of the Company. You may not use such items without the prior
written consent of the Company. All other logo(s) and trademarks not owned by the Company that
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appear on the Platform are the property of their respective owners and may not be used without their
respective owners' prior written consent.
10. COPYRIGHT INFRINGEMENT
The Company takes claims of copyright infringement seriously. The Company will respond to notices of
alleged copyright infringement that comply with applicable law.
11. PLATFORM AVAILABILITY
The Company reserves the right to withdraw or amend the Platform, and any function or material
provided on the Platform, in its sole discretion without notice. The Company is not liable if, for any
reason, all or any part of the Platform is unavailable at any time or for any period. From time to time,
the Company may restrict Your access to some parts of the Platform, or the entire Platform.
12. INDEPENDENT CONTRACTOR
You acknowledge and agree that Your relationship with each other user and the Company is that of an
independent contractor. Nothing in these Terms of Use shall be deemed to create a partnership, joint
venture, agency, or employer-employee relationship between any of the users and/or between the
Company and any of the users.
13. TAXES & DUTIES
Seller shall pay and be responsible for all taxes, duties, governmental charges and any other impositions
of whatever kind or nature imposed upon the manufacture, handling, transportation or sale of Products
(collectively “Taxes”). The Seller is responsible for applying Taxes, when appropriate, on invoices related
to purchases and any remittance of applicable Taxes on any fees or other income received by such
Sellers in connection with providing Products to Buyers. The Company will process all applied Taxes to
invoices on Seller's behalf and return with invoice payments to Seller. The Company is not obligated to
determine the applicability of any Taxes or to remit, collect or report any such applicable Taxes and is
only passing through Taxes as a convenience to both Seller and Buyer. Each Seller agrees that it will
abide by any and all applicable state and federal tax statutes, regulations and common law.
14. TERMINATION OF ACCOUNT
You may terminate Your membership on the Platform by providing written notice to the Company.
Notwithstanding the foregoing, no termination shall take effect until all then-current Transactions
involving You have been completed.
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15. PRIVACY; OWNERSHIP OF DATA
Protecting Your privacy is important to the Company. The Company is committed to maintaining your
privacy and will not disclose your non-public information to others on the Platform. You agree that any
information about another user You receive by or in connection with the Platform or by providing
Products must be kept confidential and shall only be used in connection with buying, selling, or holding
Products in connection with the use of the Platform. The Company may review any and all
communications that You have on the Platform, with or without notice to You. You acknowledge and
agree that You have no expectation of privacy concerning the sending or receiving of communications
via the Platform. Other than is necessary to setup an account on the Platform, You agree that You will
not provide The Company with personally identifiable information (PII) or any other data protected
under US privacy laws (“Excluded Data”). The Company is the sole and exclusive owner of all content,
data, and information, other than the Excluded Data, that is submitted by You on or through the
Platform (the "Data"), including, but not limited to any reviews or feedback received concerning other
users. The Company may use, commercialize, or reproduce the Data in any format or venue that the
Company deems appropriate, without compensation to any users. You shall not reproduce or otherwise
use the Data without the Company's express written consent, which may be withheld in the Company's
sole discretion.
You agree that the Company may use Your business name and trademarks in marketing materials
provided to potential users of the Platform.
16. DISCLAIMER OF WARRANTIES
YOUR USE OF THE PLATFORM AND INTERACTIONS WITH OTHER USERS THROUGH THE
PLATFORM IS YOUR OWN RISK. ALL PRODUCTS AND SERVICES OFFERED ON THE PLATFORM
ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME
JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES
SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
17. LIMITATION ON LIABILITY
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, REVENUE, GOODWILL OR USE, INCURRED BY YOU OR ANY THIRD PARTY,
WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR IMPOSED BY STATUTE, OR
OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES,
AGENTS, MEMBERS, MANAGERS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY
KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH A YOUR USE, OR
INABILITY TO USE, THE PLATFORM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE COMPANY’S
AGGREGATE LIABILITY FOR DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT
SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY SELLER TO THE COMPANY UNDER
THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD ENDING UPON THE DATE OF THE
EVENT GIVING RISE TO SUCH DAMAGES.
18. INDEMNIFICATION; SET-OFF
Subject to the limitation of liability in Section 17 above (“Limitation On Liability”), the Company agrees
to defend, hold harmless and indemnify You from and against any and all losses, costs, expenses,
damages, or other liabilities arising from or in connection with the Platform's actual infringement of a
third party's intellectual property rights; provided, You must immediately notify the Company of any
such claim(s) and cooperate with the Company in connection with the defense thereof. The Company
shall have full control of the defense of and the authority to settle any such claims.
You agree to defend, hold harmless, and indemnify the Company and its directors, officers, managers,
members, and assigns from and against any and all losses, costs, expenses, damages, or other liabilities
arising from or in connection with:
(i) Your actions or inactions through the Platform or relating to its purchase, sale, or holding of the
Products;
(ii) breach of contract or other claims made by others with respect to how a You have conducted
business through the Platform;
(iii) Your breach of any provision of these Terms of Use;
(iv) any liability arising from the tax treatment of payments or any portion thereof received by You
connection with providing or obtaining Products or otherwise in connection with Your use of the
Platform; and/or
(v) any intentional misuse or misconduct by You when using the Platform, or Your violation of any
laws.
The Company shall be entitled to participate in such defense through its own counsel at the Company's
own cost and expense. If the Company determines that You have breached these Terms of Use, the
Company may set-off any amounts the Company may otherwise owe to You from any amounts then-
currently in the Company's possession. Upon exercising its set-off rights, the Company will provide You
with notice thereof along with reasonable detail concerning such set-off amounts.
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19. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom
or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and
construed in accordance with the internal laws of the State of Illinois. The federal and state courts in
the State of Illinois shall have exclusive jurisdiction to hear and determine any claims, disputes, actions,
or suits which may arise under or out of these Terms of Use. You and the Company hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to these Terms of Use or the transactions contemplated hereby.
20. CHANGES TO THESE TERMS OF USE
These Terms of Use are subject to change by the Company without prior written notice at any time, in
our sole discretion. Any changes to the Terms of Use will be in effect as of the “Last Updated Date”
referenced on the Platform. You should review these Terms of Use prior to using the Platform. Your
continued use of the Platform after the “Last Updated Date” will constitute your acceptance of and
agreement to such changes.
21. Force Majeure.
If, because of Force Majeure, a Party hereto is unable to carry out any of its obligations hereunder (the
“Declaring Party”), then the obligations of the Declaring Party shall be suspended to the extent made
necessary by and during such Force Majeure’s continuance. "Force Majeure" means any cause(s) not
reasonably within the control, and without the fault or negligence, of the Party affected thereby, which
wholly or partly prevents or interferes with the performance by that Party of its obligations. Force
Majeure includes, without limitation, the event of war, acts of terrorism or sabotage, fire, flood, strike,
labor trouble from whatever cause arising and whether or not the demands of the employees are
reasonable and within the Party’s power to concede, accident, riots, acts of God, compliance with an
order or request of any federal, state or local government unit, or any officer, department, agency, or
committee thereof (except to the extent such order or request arises from the failure of the Declaring
Party to comply with applicable law), national or regional emergency, a pandemic or widespread disease
outbreak (e.g., COVID-19), and any other event or contingencies of like or different character beyond
the reasonable control of the Declaring Party, that, in each case, interferes with the ability of the
Declaring Party to perform its obligations hereunder. Force Majeure specifically excludes Seller’s ability
to sell the Product to a market at a more advantageous price or Buyer’s ability to buy the Product from
another party at a more advantageous price. Notwithstanding the foregoing, the non-availability of
financing, lack of funds or change(s) in the financial condition of the Buyer or the Seller shall not be
considered Force Majeure. The Declaring Party shall give the other Party prompt written notice of such
claim with reasonably full particulars concerning it, including its expected duration. The Declaring Party
shall not be required to settle strikes, walkouts, or other labor difficulties contrary to its wishes, and the
handling of all such difficulties shall be entirely within the discretion of the Party concerned. Any goods
not received due to a Force Majeure shall be eliminated from the Contract. If a Party declares Force
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Majeure, and such Force Majeure lasts for 60 days or more, the non-declaring Party may, at its option,
cancel the Contract without any further liability on the part of either Party.
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