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express warranty implied warranty promises in the contract affirmation of facts description of the goods sample model good title and rightful transfer merchantability fitness for a particular purpose consumer goods plain and easy language full warranty limited warranty quasi contract unjust enrichment torts third party to a contract third party bneficiary delegatee of duties assignee of right novation promisor promisee intended third party beneficiary incidental third party beneficiary creditor beneficiary donee beneficiary assignment of rights output contract requirement contract contract to assign the right in the future obligor assignor obligee assignee doctrine of promissory estoppel first in time, first in right delegation in duties delegatee delegator surety proper law, applicable law, governing law conflcit of law principle of choice of law host country non-exclusive jurisdiction

exclusive jurisdiction judicial notice arbitration arbitrator award American Arbitration Association, AAA London Court of Arbitration UNCITRAL public policy foreign arbitral award public policy principle of effectiveness principle of submission reasonable relation writ in rem jurisdiction minimum contact legitimate interest long arm statutes domicile Civil Procedure Law and Rules cause of action transaction of business forum non-conveniens theory jurisdiction agreement General Obligation Law reciprocity Reciprocal Enforcement Act lack of jurisdiction principle of comity fair procedure Title of Contract Headings Date parties place premises Whereas clause; Recitals Consideration operative part Definition Duration and Termination Assignment Force Majeure, Acts of God entire agreement payment and tax Settlement of Disputes

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notice Process Agent Amendment, change Terminal Wording Signature Seal Loan Agreement hereinafter referred to as the under the Laws of trade name estoppel by representation He gives evidence void unenforceable date of expiration date of termination condition warranty damages claim liquidates damages performance guarantees impossibility, impracticability, frustration fairness Force Majeure Clause material part immaterial part divisible contract entire contract parol evidence rule ambiguous term usage and custom Letter of Credit, L/C Telegraphic Transfer, T/T check bill of exchange, draft bargaining power opening bank bill of lading insurance documents commercial invoice beneficiary

tort of interference with contractual relationship