Arbitration/us/non-injunctive

Contracting for Profit

ARBITRATION: Except for actions seeking only equitable or injunctive relief or the payment of sums due which are not contested, all disputes and controversies arising out of or in connection with this contract, the relationship of BUYER and SELLER or the Remanufactured Equipment shall be submitted to arbitration according to the following procedure:

Either party may demand arbitration in writing within period of limitation set forth in Section XX of this contract with the American Arbitration Association (“AAA”) Office with jurisdiction over Springfield, Massachusetts. The demand shall include a statement of the matter in controversy. The parties agree to hold the arbitration hearings in Springfield, Massachusetts. The arbitrator shall be an attorney licensed to practice law in the State of New York. No attorney with a conflict of interest due to a current or prior representation of any party to this Agreement shall be appointed as an arbitrator and each party to this Agreement reserves the right to object to the appointment of any such arbitrator.

The parties shall cooperate with each other by providing each other all documents and other tangible evidence reasonably relevant to the matter in dispute. If the amount claimed by either party in the arbitration is in excess of Fifty Thousand ($50,000.00) Dollars, upon no less than ten (10) days' notice each party shall make up to a maximum of five (5) witnesses available to the other for deposition under oath unless otherwise ordered by the arbitrator. Any failure or refusal of a party to comply with a discovery request under the provisions of this section shall be taken into evidence by the arbitrator and the effect thereof considered by that arbitrator in forming an award, including, but not limited to, denying an award or portions thereof.

The commercial arbitration rules of the AAA are hereby incorporated by reference as amended by this contract. Any award made by the arbitrator shall include a requirement that the losing party pay the prevailing party's reasonable expenses, including reasonable legal fees incurred in the prosecution of the arbitration together with interest as called for in this contract. Notwithstanding any provision of those rules or any other rule or law, punitive damages are not recoverable against any party to this contract. The arbitrator is not empowered to grant damages in any form or amount in excess of the payments required under this contract. Nothing in this arbitration provision shall give the arbitrator any authority to alter, change, amend, modify, add to or subtract from any provision of this contract.

Any award rendered by the arbitrator shall be final and binding upon all parties and all parties hereby consent to the finality of said award, agree to comply therewith and agree that a judgment enforcing said award may be rendered by any court of competent jurisdiction over any party to the award or any property subject to the award with the cost of any said enforcement action, including all attorney fees incurred in the prosecution thereof, to be added to the award.

This arbitration provision is a complete defense to any suit, action or proceeding brought under, or in connection with, this contract or the Remanufactured Equipment, except for an action seeking only injunctive or equitable relief or the payment of sums due which are not contested. This arbitration provision shall survive the cancellation, termination or expiration of this contract.