Member 1.1. In these Terms and Conditions: a) Buyer means the person, company, company or other organization that orders or orders the Products from KernelMedical;
b) KernelMedical Final written offer, price offer or the medical group company referred to in the order confirmation (“KernelMedical Offer”) or the KernelMedical company that makes the sale;
c) The contract is between KernelMedical and the Buyer, as can be further proven by the KernelMedical Quotation. Subject to these terms and conditions of sale; d) Equipment means all items of capital nature, including but not limited to: tools, computers, printers and non-consumable accessories or spare parts, especially as stated in the KernelMedical catalog from time to time . KernelMedical reserves the right to use reconditioned parts in the Equipment, but KernelMedical must make commercially reasonable efforts to ensure that all these refurbished parts conform to the manufacturer’s specifications and have the same warranty and operating characteristics. As new parts.
e) Goods means all items (excluding Equipment and Software), including but not limited to phototherapy devices specified in the KernelMedical catalog, more specifically published from time to time; f) Products, Means any Goods, Equipment or Software accepted to be supplied by KernelMedical under the Medical Offer; and g) Software means (i) any firmware, software or data assemblies provided in the executable format specified in the Agreement; or (ii) provided by KernelMedical to the Buyer in connection with the installation or operation of the equipment. h) Medical Device means any Product for which the US Food and Drug Administration requires medical device registration. This includes, but is not limited to, Phototherapy Devices and protocols, accessories, kits, and consumables marketed and sold for use with these products. Below is a non-exhaustive list for convenience only.
2. PRICES AND PAYMENT.
2.1. The price of the Products will be based on KernelMedical’s current list price at the time KernelMedical receives the Buyer’s purchase order, unless otherwise stated in the KernelMedical Quotation. Extra charges will apply for handling, shipping and packaging, unless otherwise agreed in writing.
2.2. The buyer will make all payments in full in the invoiced currency within thirty (30) days (ie NET 30) from the invoice date. Invoice terms will be 100% upon delivery. In case of late payment, KernelMedical reserves the right to suspend delivery.
2.3. All KernelMedical Citations will remain open for acceptance during the period specified herein or otherwise for sixty (60) days.
2.4.Taxes. (a) All payments due and payable to KernelMedical under the Contract by the Buyer are excluded from Value Added Tax (“VAT”), sales and use tax, goods and services tax and similar indirect taxes. In the event that any VAT, sales and use tax, goods and services tax and similar indirect taxes are properly paid under any applicable law, regulation or other scope, this will be collected by KernelMedical in addition to any other payments due under this Agreement, and Payable by the Buyer upon receipt of a valid invoice issued by KernelMedical, unless the Buyer provides KernelMedical with valid exemption documents allowing KernelMedical not to collect the relevant indirect taxes. In addition, and only for US domestic transactions (i) in the event of KernelMedical’s assessment of tax, interest and penalties by any tax authority, the Buyer will indemnify KernelMedical for such taxes, including any interest or penalty assessed. accepts to pay. its; and (ii) Each party is responsible for any personal property or property taxes on properties owned or leased by the party, privilege and privilege taxes on its business, and taxes based on its net income or gross income. (b) All payments will be made by the Buyer in full, free of charge and free from any deductions (including but not limited to withholding taxes). The Buyer shall gross the amounts payable pursuant to this Contract in order for the payments stipulated under the Contract to be paid in full in such a way that KernelMedical is in the same position as if they were not withheld. The buyer will provide KernelMedical with the correct official receipts within one (1) month from the relevant official authority for all withheld or withdrawn taxes.
3.DELIVERY; SETUP; ADMISSION.
3.1. Products will be shipped to the US and Europe and Worldwide (“Country of Delivery” as appropriate) at the FOB destination (UCC). KernelMedical will choose the shipping method and carrier to be used. The risks of loss and ownership will pass to the Buyer at delivery. Partial deliveries will be allowed. If the Buyer does not accept delivery of the Products within a reasonable time after receiving notification from KernelMedical that they are ready for delivery, KernelMedical may dispose of or store the Products at the Buyer’s expense.
3.2. KernelMedical will make commercially reasonable efforts to avoid delay in delivery of Products within a period expressly agreed with the Buyer. Failure to deliver by the specified date will not result in (i) penalties, (ii) cancellation of a Purchase Order, or (iii) termination of the Agreement. In addition, when an export license or other authorization is required prior to the delivery of any Product, KernelMedical will not be liable for any delay in delivery due to delay or refusal of such license or authorization.
3.3. The Buyer will notify KernelMedical of short delivery to KernelMedical specifications or Product defects within five (5) business days in writing, which can be reasonably discovered upon careful examination, after which the Product will be deemed accepted. In the event of short delivery or defect, KernelMedical’s sole obligation will, at its option, be to replace or repair the defective Products or refund the purchase price of any undelivered Product.
3.4. In cases where the Equipment requires installation and is included in the KernelMedical Offer, the Purchaser will be responsible at its own expense to prepare the location where the Equipment will be placed in accordance with KernelMedical’s instructions. Installation will not start unless such responsibilities are completed.
3.5. After installation and when included in the KernelMedical Offering, KernelMedical will continue final testing using KernelMedical’s published performance specifications and standard devices and procedures. Upon satisfactory completion of such final tests demonstrating compliance with the above specifications (with all permitted variations / tolerances), KernelMedical may issue a “Test Certificate” as definitive proof of this conformity, whereupon the installation of the Equipment will be deemed valid. It must be complete and in accordance with KernelMedical’s obligations under the Contract. In all cases, the Purchaser acknowledges acceptance of the Equipment: (i) seven (7) days from the date KernelMedical notifies the Buyer of successful completion of the final test; (ii) Upon issuance of the Test Certificate; or (iii) the date when the Purchaser first uses the Equipment for operational use, whichever is earlier. 3.5.1. The Buyer, upon a reasonable request from KernelMedical, will have the right to represent and testify in the tests and will not have the right to object to the tests or their results.
3.5.2. In cases where KernelMedical will provide any Services, including but not limited to installation, the Buyer shall ensure that adequate and safe facilities are available at their facilities and that KernelMedical is properly informed of the relevant regulations.
4. FEATURE CHANGES; REFUNDS.
4.1.KernelMedical reserves the right to make any changes to the product properties that do not significantly affect the performance, usage, installation or price in the application, provided that the Buyer is in writing. 4.2. Products can be returned with prior KernelMedical approval. KernelMedical reserves the right, at the discretion of KernelMedical, that the return costs will be deducted from the return of the Buyer for each returned product.
5. RESTRICTED USE AND COMPATIBILITY.
5.1 Usage restrictions are a condition for the purchase of certain Products under this Agreement. The Buyer agrees to strictly abide by all such restrictions provided in writing to the Buyer in the Contract, Products can be returned with prior KernelMedical approval. KernelMedical reserves the right, at the discretion of KernelMedical, that the return costs will be deducted from the return of the Buyer for each returned product’s catalog or website, on the Product, in any document or label or otherwise, as well as the applicable legal requirements reviews
5.2. Unless explicitly stated otherwise on the label provided by KernelMedical, KernelMedical products not labeled as Medical Devices are solely for Buyer’s (i) further manufacture or manufacture of a finished product or (ii) research use; and is not intended for diagnostic or therapeutic use or administration to animals or humans. Buyer purchases or licenses the Medical Device (s) in the Country of Delivery solely for his own medical, billing and / or non-recreational use. If KernelMedical determines that the Products are used or intended to be used in violation of this Agreement, it will not deliver, install, service or train.
5.3. Buyer will not use or authorize the Products in any way that does not comply with all applicable laws. Any warranty given by KernelMedical with respect to the Products will be voided if any Product covered by this warranty is used for any purpose not permitted herein or in violation of any usage restrictions referenced in this Section.
6.1. Equipment – KernelMedical warrants to the Buyer that all Equipment purchased under this Agreement will meet KernelMedical’s latest specifications at the time of shipment, prior to KernelMedical’s receipt of the Buyer’s purchase order, and are free from defects in workmanship. or materials under normal use. Any warranty claim under this document will be made within twelve (12) months from the date of delivery.
6.2. Goods – KernelMedical warrants to the Buyer that for a period of ninety (90) days after delivery, all Goods purchased under this Agreement will meet KernelMedical’s latest technical specifications at the time of delivery. Any related warranty claims under this document must be submitted to KernelMedical in writing within the above warranty period. The buyer’s sole and exclusive remedy (and KernelMedical’s sole and exclusive liability) for the warranty claim under this contract is limited to repair, replacement or refund at KernelMedical’s option.
6.2.a Claim Requirements – To get a repair, replacement for a new equipment or refund, the Buyer must do the following. When submitting a warranty claim, the Buyer must attach the condition of the device in video format and attach it via email. If the claim is approved, then the Buyer sends the old device to the KernelMedical address, the shipping costs will be borne by the Buyer. When we receive the device, we will check the condition of the device, then replace it with a new one with the same type. We bear the return shipping costs.
6.3. Software – KernelMedical warrants for a period of ninety (90) days from the date of delivery that the Software substantially conforms to the published specifications and the environment in which the Software resides will not be defective. in materials and workmanship under normal use. KernelMedical does not warrant that the Software is error free or that the Buyer will be able to operate the Software without problems or interruptions. KernelMedical’s sole liability and Buyer’s exclusive remedy for any warranty claims herein are limited to repair, replacement or refund at KernelMedical’s sole discretion.
6.4. Warranty Limitations for Medical Devices. Any warranty given by KernelMedical with respect to Medical Devices will be voided if Buyer uses the Medical Device for non-medical or recreational purposes or outside the country of delivery. All warranties are automatically voided if the Buyer transfers or sells the Medical Device to any third party without the prior written consent of KernelMedical.
6.5. Any warranty claims under this document must be made to KernelMedical in writing within the relevant warranty periods above. Buyer’s sole and exclusive remedy (and KernelMedical’s sole and exclusive liability) is limited to KernelMedical’s obligation to repair the Equipment or Software, replace the Product or refund the Buyer, at KernelMedical’s option. Such solutions do not extend the warranty period.
6.6. The above warranties do not cover the following: (i) repair, replacement or disposal of any accessory or power supply equipment, cooling units, computers, printers, keyboards and video included with KernelMedical equipment; or (ii) Consumables or parts, batteries (UPS) required for the normal operation of the Equipment, including but not limited to lamps, lasers, filters (including dichroics), electrodes, flow cell, pump seals, valves, pipes, fluids, targets. oil or slide kits, acrylic housing and other disposable items or salable items.
6.7. All warranties, representations, terms and other conditions (legal, express, implied, or otherwise) relating to quality, requirements, description, tradeability, suitability or non-infringement are excluded here. To the extent permitted by applicable law, KernelMedical expressly disclaims against any buyer who refuses any warranty of the results received by using the product.
6.8. Notwithstanding anything to the contrary herein, KernelMedical accepts no liability under any representation or warranty regarding: (i) the use of the warranted Product with any software, tool, hardware, equipment not provided by KernelMedical or by KernelMedical. supplies, accessories or other supplies or services not recommended in writing; (ii) any defect in Products resulting from Buyer-supplied specifications or materials; (iii) fair wear and tear; (iv) Fraud, negligence or willful misconduct by the buyer or any of its affiliates or agents; (v) Transport, storage or working conditions after KernelMedical has delivered the Products to the Buyer; (vi) Failure to comply with KernelMedical’s usage restrictions, recommendations or instructions; (vii) any changes, modifications, repairs or improvements to the Product warranted by the Buyer or any third party without the prior written consent of KernelMedical; (viii) Misuse of Products or Buyer’s use of Products that do not comply with KernelMedical specifications; (ix) any claim that the Buyer’s use of the Products infringes the Intellectual Property Rights of any third party; (x) any Product damaged or lost as a result of a force majeure event; (xi) The transfer, installation or use of the Product (including but not limited to outside the Country of Delivery) to a location other than the place of delivery; or (xii) the price to be paid for any Product has not been paid in full in accordance with the terms of the Contract.
6.9. Unless expressly agreed, KernelMedical does not have to disassemble or reinstall any Product or Equipment in connection with any warranty claim.
7. INTELLECTUAL PROPERTY RIGHTS.
7.1. All intellectual property rights in the products will always remain with KernelMedical and / or its licensors. Any user license that may be granted to Buyer under the Agreement is non-transferable and non-exclusive and will be used solely for Buyer’s own internal business purposes to operate the Products. Any such license will be automatically terminated upon termination or expiration of the Agreement for any reason.
7.2. Where Buyer provides designs, drawings or specifications to KernelMedical to enable it to produce non-standard or custom made Products, Buyer warrants that such production will not infringe the intellectual property rights of any third party.
8. SOFTWARE LICENSE AND SECURITY.
8.1. Unless a separate software license agreement for the Software has been signed between Buyer and KernelMedical, KernelMedical hereby grants the Buyer a non-exclusive, non-sublicensable, non-transferable license to use the Software for the following. Subject to the terms of this Section, the sole and exclusive purpose of operating the Equipment to which it relates.
8.2. The Software licensed under this Section may only be used as intended by KernelMedical and only for Buyer’s own internal commercial purposes. Buyer will not: (i) use the software for purposes other than for which it was designed; (ii) use the Software in connection with other manufacturers’ products, unless such link is permitted in the product documentation; (iii) grant, assign, transfer or otherwise grant any right in the Software to any third party; (iv) Disclose any information contained in the software to any third party; (v) Copying or reproducing the software (except for a single copy for backup purposes or otherwise permitted by Applicable Law); (vi) Modifying or modifying the software; (vii) Reverse engineering (or attempting reverse engineering to use sequences or other methods), decompile, disassemble, or create any derivative work based on the Software, except where expressly permitted by Applicable Law; or (viii) The country where the Software was delivered or the transfer outside of the Buyer’s IT network. Buyer must ensure network and Product security, virus protection, backup, data integrity and recovery of data, images, software or equipment; KernelMedical is not responsible for recovery of lost or damaged data. NO PARTY SHALL BE LIABLE FOR DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO THE NETWORK OR PRODUCT BUT ALSO THE PARTIES COMPLIANT SAFETY MEASURES.
8.3. ADDITIONAL REQUIREMENTS FOR MEDICAL DEVICES. Section 8 applies to Medical Devices only. In addition to the applicable terms set forth elsewhere in these terms and conditions, the following terms will apply to all purchases and other deliveries of Medical Devices.
8.4.Training. KernelMedical’s training does not guarantee the following: (i) Buyer interns do not guarantee that they have received full training in the use, maintenance or operation of Medical Devices, or (ii) the training will meet any license or accreditation. The Buyer must ensure that their trainees are fully qualified in the use and operation of the Medical Device. Unless otherwise specified in the training catalog, the Purchaser will complete the training within 12 months of: (a) In the case of a Medical Device purchase, the delivery date of the Medical Device; (b) the start date for the Services, with the purchase of a Service; or (c) the date the training was ordered, with an educational purchase only. If it is not done within this period (except for a KernelMedical error), the training ends without a refund.
8.5. Medical Diagnosis and Treatment. All clinical and medical treatment, diagnosis and / or billing decisions are the responsibility of the Buyer.
8.6. Cost Reporting. Buyer, 42 C.F.R. is aware of its legal obligations regarding cost reporting. § 1001.952 (g) and (h) and request KernelMedical for information other than the invoice required to fulfill the Buyer’s cost reporting obligations.
8.7.F. KernelMedical does not accept any federal purchasing regulations (“FAR”) unless specifically stated in a letter signed by KernelMedical. KernelMedical will provide security-related Medical Device updates, including medical device software, as required by applicable laws and regulations, free of charge.
8.8.Limitations. KernelMedical has no liability for warranty claims against the Buyer if the Buyer uses the Medical Device for non-medical or recreational purposes or outside the Delivery Country.
9. Excluded Provider.
To the best of our knowledge, neither KernelMedical nor its employees performing Services under this Agreement are excluded from participation in the Federal Health Services Program. Except for an employee performing the Services under this Agreement, KernelMedical will replace that employee within a reasonable time; If KernelMedical is excluded, the Buyer may terminate this Agreement by giving written notice to KernelMedical.
10.INDEMNIFICATIO’s; LIMITATION OF LIABILITY.
10.1. Neither Party shall defend, indemnify or be held liable to the other for all damages suffered or incurred by such indemnified Party arising directly or indirectly from any third party claim relating to: (i) breach any treaty in the Agreement by the indemnifying Party, its agreement, representation, warranty or other obligations; or (ii) Fraud, gross negligence or willful misconduct by the indemnifying Party or its representatives in connection with the Agreement. Additionally,
10.2. The Buyer shall defend, indemnify and damage KernelMedical and its subsidiaries and their representatives against all damages caused directly or indirectly by KernelMedical or such persons from: (i) Buyer’s use of the Products shall not affect any third party’s intellectual property rights. any alleged violation; (II). medical diagnosis or treatment decisions; and / or (iii) The use of the product in a manner or environment not designed by KernelMedical, or for any purpose or in a way that violates KernelMedical’s written advice or instructions.
3.10. Notwithstanding the other provisions of this Section 9, the indemnifying party will not be liable for damages caused by the indemnified party. Neither party will be responsible for the resolution of a case or action taken without prior written consent.
10.4. IN NO EVENT WILL KERNELMEDICAL BE LIABLE FOR ANY INDIRECT, INDIRECT, EXAMPLE, SPECIAL, INCIDENTAL, OR PENALTY DAMAGES ARISING FROM CONTRACT OR CONTRACT OR CONNECTION. THE CONTRACT CANNOT USE ANY PRODUCT, INCLUDING LOSS OF DATA, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION, WITHOUT SALE, INSTALLATION, USE OR LIMITATION.
5.10. KernelMedical’s aggregate liability arising in connection with the Contract or Products, or in contract, tort (including negligence), statute or otherwise, WILL BE LIMITED to the extent permitted by applicable law. DAMAGES equal to the amount paid to KernelMedical under the contract.
11. LICENSES, PERMISSIONS AND EXPORT CONTROL.
11.1. Each party shall enforce and obtain all relevant licenses, permits and approvals required for the performance of the Agreement from any appropriate governmental authority and cover all related costs arising therefrom.
11.2. Buyer and KernelMedical agree that goods and technical data (including) originating in the USA will not be disposed of in any way by transfer, re-export, diversion or otherwise, except as expressly permitted by applicable law. computer software) or its direct product are provided by KernelMedical pursuant to this document. The Buyer hereby acknowledges that the products, information or assistance provided by KernelMedical or its affiliates shall not be used by the Buyer or any acting organization in the design, development, production, storage or use of chemical, biological or other weapons. On behalf of the recipient.
11.3. The Buyer will not export the Equipment, the Goods, or any information or documents provided herein, outside the Country of Delivery, without the required export license from the United States Government, the relevant body of the United Nations or other similar international organizations. European Union, country of origin or original export country. KernelMedical, Buyer will provide KernelMedical copies of all documents relating to such export.
The obligations of the parties to comply with all applicable export control laws and regulations will remain valid in the event of any termination or other contractual obligations. . Reviews
12.DAT on. Reviews
12.1. Protected Health Information. KernelMedical, 45 C.F.R. § 160.103 (“PHI”) will only use and disclose PHI as permitted by law and the Partner Agreement between the parties.
12.2. Data Rights. KernelMedical and its subcontractors may collect, derive derivatives from Products, Services and / or SaaS related non-PHI (personal health information) data for things such as training, demonstration, research, development, benchmarking, continuous improvement and continuous improvement. You can use. to facilitate the provision of products, software and services. KernelMedical will have all intellectual property rights and other rights that may arise from this collection, preparation and use. Non-PHI data will not be used to identify Buyer or be sold by KernelMedical without Buyer’s consent. KernelMedical will always comply with all laws and regulations regarding the use, access and privacy of data.
12.3.VPN Security. When remote support is requested, the recipient must provide a VPN or equivalent. The buyer is responsible for ensuring the security of such VPNs.
Each of the Parties shall treat the other Party’s proprietary information disclosed herein confidentially and shall not (a) use or disclose to third parties, unless permitted under the Agreement, (b) mutually agreed by the Parties. by law.
14.1. The Agreement will begin on the effective date specified in the KernelMedical Price Quote and will remain in full force and effect for the Period specified herein. 2.14. The Agreement may be terminated by either of the following Parties: a) If the Party concerned violates any provision of the Convention in a material respect and (i) if such breach is not sufficient, it fails to remedy upon prompt written notification by that Party to the other Party; or (ii) ) fails to remedy such violation within thirty (30) days after the infringing Party’s written notification to the infringing Party; or b) (a) In the event of insolvency, credibility, or voluntary or involuntary bankruptcy of such Party, upon immediate written notice to a Party; (b) a transfer by this Party for the benefit of creditors; or (c) the substantial part of such Party’s property is subject to or is subject to any fees, seizures, transfers or sales by or by any creditor or government agency without release or satisfaction within the next thirty (30) days. to be subject. 14.3. In the event of any open purchase order including Special Products, termination is subject to payment of the termination fee by the Buyer.
15. DISPUTES AND APPLICABLE LAW.
The Agreement shall be governed by and construed in accordance with the substantive law of the State of New York, and the Parties hereby shall be subject to the non-exclusive jurisdiction of the courts of the State of New York. THE PARTIES EXPRESSLY WAIVER THE RIGHTS OF JURY.
16. GOVERNMENT PURCHASES.
The parties expressly acknowledge all requirements, certificates or representations referred to in any purchase order provided herein and that state any US Federal, US state, or US local government regulations, laws, requirements, obligations or commitments applicable as a result of funding. The flow of similar requirements by a US Federal, US state, or US local government agency or agency, or from the Buyer’s customer’s contracts, is not applicable under this document and is expressly rejected. If such requirements are found to be valid, the Parties acknowledge that the only relevant requirements that may apply are specified in KernelMedical’s online statements and certificates available in the Award Management System (“SAM”) at http. : //www.sam.gov. Regarding any American Procurement Law certificate, the country of origin of any product within the scope of this Agreement is as specified in KernelMedical’s SAM certificates or, if not stated here, the country of origin is considered unknown. The Buyer acknowledges that all Products meet the definition of “ready for commercial” (COTS) product or “commercial product” as defined in FAR 2.101. KernelMedical will make commercially reasonable efforts to provide the relevant documents and information required under valid purchase orders.
If the Buyer receives the use of Products through a lease of equipment (“Lease”) with an equipment lessor (“Hire”), certain provisions of this Agreement (including but not limited to payment terms, transfer of ownership) , warranties and software licenses), as the case may be, as agreed in writing between KernelMedical, the relevant Lessor and / or Buyer. The acceptance of the products between KernelMedical and the Lessor will be defined by this Agreement; The acceptance of the products between the Lessor and the Buyer will be defined by the lease contract. Notwithstanding the above, if the Lessor does not comply with the terms of this Agreement, the Buyer will continue to be responsible for the payment obligations herein.
18.1.Assignment; Subcontracting. Neither party may assign, transfer or otherwise transfer all or part of its rights and obligations, or any right, remedy, liability or obligation arising under or because of this Agreement, without the prior written consent of the other Party. However, KernelMedical reserves its rights and obligations to (i) one or more affiliates without the consent of the Buyer; or (ii) to a successor or Buyer of the part of his business to which the Products relates. KernelMedical may subcontract any part of its rights and obligations to an affiliate or third party as determined by KernelMedical. 18.2. Entire Agreement. Unless otherwise stated herein, the Agreement represents the entire agreement between the Parties and supersedes all previous agreements on this matter and no modification, modification, revision, waiver or other amendment will be binding on either Party unless consented. In writing by the authorized representative of the party. Any oral or written statement, warranty, course of transaction or commercial use (including Buyer’s terms and conditions) not included or referred to herein will not be binding on either Party. 18.3. Mandatory Reason. Neither Party will be liable for any failure or delay (other than any payment obligation) in the performance of any of its obligations under the Agreement, and neither Party will be deemed to have breached any of its obligations under this Agreement. or if the violation is caused by any cause beyond the reasonable control of this Party, including but not limited to war, terrorism, riots, fire, explosion, flood, earthquake, riot, embargo, employee strikes, currency restriction, lack of transport, inadequacy, or obtaining fuel, general supplies shortage, actions or omissions of governments in their sovereign capacity, or failure of public services or common carriers, embargoes, lack of supplies or lack of supplies (each a “Force Majeure Event”). Such non-performance will be excused as long as the Force Majeure Event continues. The Party not expressing shall immediately notify the other Party in writing of such a Force Majeure Event. If the Force Majeure Event exceeds two (2) months, KernelMedical may terminate the Contract immediately without any liability.
18.4. No Third Party Beneficiaries. The Agreement may be put into effect and enforceable by and solely by the Parties hereby (and their respective permitted successors and assignees) and is not intended to grant any other person any right, unless expressly stated herein, under the Agreement or hence remedies, obligations or obligations.
18.5.Notices. All notices, requests and other communications to any of the parties will be in writing and will be given to KernelMedical or the Buyer as the case may be. 18.6.Relationship. The relationship between the parties is that of independent contractors. Nothing in the Agreement creates a partnership, joint venture or similar relationship between the Parties, and neither Party will be deemed to be a representative of the other Party. 18.7.Severability. If any provision of the Agreement or its application in any particular case is deemed unlawful, void or unenforceable, such illegality, invalidity or unenforceability will not affect any other provision herein and the remaining provisions of the Agreement will remain in full force and effect. and will not be affected, damaged or overridden in any way. 18.8.Waiv. The failure of either Party to enforce any right under the Agreement will not be construed as a waiver of those rights, or as a waiver of either Party in one or more circumstances, an ongoing waiver or in other cases a waiver.
18.9. Product Specific Terms and Conditions. Additional terms and conditions for the sale of certain Products, including but not limited to Software (“Product Specific Terms and Conditions”). Such additional terms and conditions are available from KernelMedical’s sales offices and will apply in case of any inconsistency with the Contract.