Governing Law & Jurisdiction

Effective Date: January 1, 2025  |  Last Updated: June 15, 2025

This Governing Law section is an integral part of the MetalCore Manufacturing Terms of Service, Supply Agreements, Purchase Orders, and related legal documents (collectively, the "Agreements"). By engaging MetalCore Manufacturing, Inc. ("Company," "we," "our," or "us") for manufacturing, engineering, or procurement services, you acknowledge and agree that the following provisions shall govern all disputes, interpretations, and enforcement related to our business relationship.

1. Governing Law

All Agreements, transactions, and communications between you and MetalCore Manufacturing, whether in writing, oral, or implied, shall be construed, interpreted, and governed exclusively by the substantive laws of the State of Michigan, United States, without regard to its conflict of law principles or the Uniform Commercial Code (UCC) provisions that may otherwise apply but are expressly superseded herein.

2. Exclusive Jurisdiction & Venue

You and MetalCore Manufacturing irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Wayne County, Michigan, for the purpose of resolving any dispute, claim, or controversy arising out of or relating to the Agreements, services rendered, goods supplied, or breaches thereof. Both parties waive any objection to venue, forum non conveniens, or improper venue.

3. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiations between designated executives.
• Mediation: If unresolved within thirty (30) days, the dispute shall be submitted to non-binding mediation administered by the American Arbitration Association (AAA).
• Binding Arbitration: Should mediation fail, any remaining claims shall be resolved by binding arbitration in Detroit, Michigan, under AAA Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

4. Remedies & Damages

In the event of a material breach, the non-breaching party shall be entitled to pursue all legal and equitable remedies available, including but not limited to specific performance, injunctive relief, and monetary damages. Consequential, indirect, or punitive damages are expressly excluded to the fullest extent permitted by applicable law, except in cases of gross negligence or willful misconduct.

5. Severability

If any provision of this Governing Law section or the broader Agreements is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The parties agree to replace the invalid provision with a valid one that most closely approximates the original intent.

6. Amendments & Updates

MetalCore Manufacturing reserves the right to modify, amend, or update this Governing Law provision as required by changes in applicable statutes, regulations, or business operations. Continued use of our manufacturing services following such modifications constitutes acceptance of the updated terms. We encourage periodic review of this document.

7. Legal Inquiries

For questions regarding this Governing Law clause, contract interpretations, or compliance matters, please contact our Legal & Compliance Department:

• Email: legal@metalcore-mfg.com
• Phone: +1 (800) 555-METAL (Option 4)
• Address: 4200 Industrial Blvd, Suite 300, Detroit, MI 48201, United States

Disclaimer: This document is provided for informational and contractual purposes only and does not constitute legal advice. Parties are encouraged to consult independent legal counsel before entering into binding agreements.